Common use of Plans and Material Documents Clause in Contracts

Plans and Material Documents. Section 3.25(a) of the Disclosure Schedule lists (i) all employee benefit plans (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) and all bonus, stock option, stock purchase, restricted stock, incentive, deferred compensation, retiree medical or life insurance, supplemental retirement, severance or other benefit plans, programs or arrangements, and all employment, termination, severance, change in control or other contracts or agreements to which the Company or any Subsidiary is a party, with respect to which the Company or any Subsidiary has any obligation or that are maintained, contributed to or sponsored by the Company or any Subsidiary for the benefit of any current or former employee, officer or director of the Company or any Subsidiary, (ii) each employee benefit plan for which the Company or any Subsidiary could incur liability under Section 4069 of ERISA in the event such plan has been or were to be terminated, (iii) any plan in respect of which the Company or any Subsidiary could incur liability under Section 4212(c) of ERISA and (iv) any contracts, arrangements or understandings between any Stockholder or any Affiliate of any Stockholder and any employee of the Company or of any Subsidiary, including, without limitation, any contracts, arrangements or understandings relating to the sale of the Company (collectively, the "Plans"). Each Plan is in writing and the Company has made available to the Purchaser a complete and accurate copy of each Plan. The Company shall make available to the Purchaser within three (3) Business Days after the date hereof a complete and accurate copy of each material document prepared in connection with each such Plan including, without limitation, (i) a copy of each trust or other funding arrangement, (ii) each summary plan description and summary of material modifications, (iii) the most recently filed IRS Form 5500, (iv) the most recently received IRS determination letter for each such Plan and (v) the most recently prepared actuarial report and financial statement in connection with each such Plan. Except as set forth in Section 3.25(a) of the Disclosure Schedule, there are no other employee benefit plans, programs, arrangements or agreements, whether formal or informal, whether in writing or not, to which the Company or any Subsidiary is a party, with respect to which the Company or any Subsidiary has any obligation or that are maintained, contributed to or sponsored by the Company or any Subsidiary for the benefit of any current or former employee, officer or director of the Company or any Subsidiary. Neither the Company nor any Subsidiary has any express or implied commitment (i) to create, incur liability with respect to or cause to exist any other employee benefit plan, program or arrangement, (ii) to enter into any contract or agreement to provide compensation or benefits to any individual or (iii) to modify, change or terminate any Plan, other than with respect to a modification, change or termination required by ERISA or the Code.

Plans and Material Documents. Section 3.25(a3.11 (a) of the Company Disclosure Schedule lists (i) all employee benefit plans (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) and all bonus, stock option, stock purchase, restricted stock, incentive, deferred compensation, retiree medical or life insurance, supplemental retirement, severance or other benefit plans, programs or arrangements, and all employment, consulting, termination, severance, change in control severance or other contracts or agreements agreements, whether legally enforceable or not, to which the Company or any Company Subsidiary is a party, with respect to which the Company or any Company Subsidiary has any obligation or that which are maintained, contributed to or sponsored by the Company or any Company Subsidiary for the benefit of any current or former employee, consultant, officer or director of the Company or any Company Subsidiary, (ii) each employee benefit plan for which the Company or any Company Subsidiary could incur liability under Section section 4069 of ERISA in the event such plan has been or were to be terminated, (iii) any plan in respect of which the Company or any Company Subsidiary could incur liability under Section section 4212(c) of ERISA and (iv) any contracts, arrangements or understandings between any Stockholder the Company or any Affiliate of any Stockholder Company Subsidiary and any employee of the Company or of any Subsidiary, Company Subsidiary including, without limitation, any contracts, arrangements or understandings relating to the a sale of the Company or any Company Subsidiary (collectively, the "Company Benefit Plans"). Each Except as disclosed in Section 3.11(a) of the Company Disclosure Schedule, each Company Benefit Plan is in writing and the Company has made available to the Purchaser Parent a true and complete and accurate copy of each Plan. The Company shall make available to the Purchaser within three (3) Business Days after the date hereof Benefit Plan and a true and complete and accurate copy of each material document document, if any, prepared in connection with each such Plan Company Benefit Plan, including, without limitation, a copy of (i) a copy of each trust or other funding arrangementarrangement currently in effect, (ii) each the current summary plan description and any subsequent summary of material modifications, (iii) the most recently filed IRS Internal Revenue Service (the "IRS") Form 5500, (iv) the most recently received IRS determination letter for each such Company Benefit Plan and (v) the most recently prepared actuarial report and financial statement in connection with each such Company Benefit Plan. Except as set forth disclosed in Section 3.25(a3.11(a) of the Company Disclosure Schedule, there are no other employee benefit plans, programs, arrangements or agreements, whether formal or informal, whether in writing or not, to which the Company or any Company Subsidiary is a party, with respect to which the Company or any Company Subsidiary has any obligation or that which are maintained, contributed to or sponsored by the Company or any Company Subsidiary for the benefit of any current or former employee, consultant, officer or director of the Company or any Company Subsidiary. Neither the Company nor any Company Subsidiary has any express or implied commitment commitment, whether legally enforceable or not, (i) to create, incur liability with respect to or cause to exist any other employee benefit plan, program or arrangement, (ii) to enter into any contract or agreement to provide compensation or benefits to any individual or (iii) to modify, change or terminate any Company Benefit Plan, other than with respect to a modification, change or termination required by ERISA or the Code.

Plans and Material Documents. Section 3.25(a4.10(a) of the Company Disclosure Schedule lists (i) all employee benefit plans (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) and all bonus, stock option, stock purchase, restricted stock, incentive, deferred compensation, retiree medical or life insurance, supplemental retirement, severance or other benefit plans, programs or arrangements, and all employment, termination, severance, change in control severance or other contracts or agreements agreements, whether legally enforceable or not, to which the Company or any Subsidiary is a party, with respect to which the Company or any Subsidiary has any obligation or that which are maintained, contributed to or sponsored by the Company or any Subsidiary for the benefit of any current or former employee, officer or director of the Company or any SubsidiaryCompany, (ii) each employee benefit plan for which the Company or any Subsidiary could incur liability under Section 4069 of ERISA in the event such plan has been or were to be terminated, (iii) any plan in respect of which the Company or any Subsidiary could incur liability under Section 4212(c) of ERISA and (iv) any contracts, arrangements or understandings between any Stockholder the Company or any Affiliate of any Stockholder its Affiliates and any employee of the Company or of any Subsidiary, including, without limitation, any contracts, arrangements or understandings relating to the sale of the Company (collectively, the "Plans"). Each Plan is in writing and the Company has made available to the Purchaser furnished Parent with a complete and accurate copy of each Plan. The Company shall make available to the Purchaser within three (3) Business Days after the date hereof Plan and a complete and accurate copy of each material document prepared in connection with each such Plan including, without limitation, (i) a copy of each trust or other funding arrangement, (ii) each summary plan description and summary of material modifications, (iii) the most recently filed IRS Form 5500, (iv) the most recently received IRS determination letter for each such Plan Plan, and (v) the most recently prepared actuarial report and financial statement in connection with each such Plan. Except as set forth in disclosed on Section 3.25(a4.10(a) of the Company Disclosure Schedule, there are no other employee benefit plans, programs, arrangements or agreements, whether formal or informal, whether in writing or not, to which the Company or any Subsidiary is a party, with respect to which the Company or any Subsidiary has any obligation or that which are maintained, contributed to or sponsored by the Company or any Subsidiary for the benefit of any current or former employee, officer or director of the Company. The Company or any Subsidiary. Neither the Company nor any Subsidiary has does not have any express or implied commitment commitment, whether legally enforceable or not, (i) to create, incur liability with respect to or cause to exist any other employee benefit plan, program or arrangement, (ii) to enter into any contract or agreement to provide compensation or benefits to any individual or (iii) to modify, change or terminate any Plan, other than with respect to a modification, change or termination required by ERISA or the Code.

Plans and Material Documents. Section 3.25(aSchedule 3.16(a) of the Disclosure Schedule lists (i) all employee benefit plans (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) and all bonus, stock option, stock purchase, restricted stock, incentive, deferred compensation, retiree medical or life insurance, supplemental retirement, severance or other benefit plans, programs or arrangements, and all employment, termination, severance, change in control severance or other contracts or agreements agreements, whether legally enforceable or not, to which ERC, the Company or LLC and any Subsidiary is a party, with respect to which ERC, the Company or LLC and any Subsidiary has any obligation or that which are maintained, contributed to or sponsored by ERC, the Company or LLC and any Subsidiary for the benefit of any current or former employee, officer or director of ERC, the Company or LLC and any Subsidiary, (ii) each employee benefit plan for which ERC, the Company or LLC and any Subsidiary could incur liability under Section 4069 of ERISA in the event such plan has been or were to be terminated, (iii) any plan in respect of which ERC, the Company or LLC and any Subsidiary could incur liability under Section 4212(c) of ERISA and (iv) any contracts, arrangements or understandings relating to employee benefit matters between ERC, the LLC and any Stockholder Subsidiary or any Affiliate of any Stockholder its Affiliates and any employee of ERC, the Company or of LLC and any Subsidiary, Subsidiary including, without limitation, any such contracts, arrangements or understandings relating to the a sale of ERC, the Company LLC and any Subsidiary (collectively, the "Plans"). Each Plan is in writing The LLC and the Company any Subsidiary has made available to the furnished Purchaser with a true and complete and accurate copy of each Plan. The Company shall make available to the Purchaser within three (3) Business Days after the date hereof a complete Plan and accurate copy of each material document prepared in connection with each such Plan including, without limitation, (i) a copy of each trust or other funding arrangement, (ii) each summary plan description and summary of material modifications, (iii) the most recently filed IRS Internal Revenue Service ("IRS") Form 5500, (iv) the most recently received IRS determination letter for each such Plan Plan, and (v) the most recently prepared actuarial report and financial statement in connection with each such Plan. Except as set forth disclosed in Section 3.25(a) of the Disclosure ScheduleSchedule 3.16(a), there are no other employee benefit plans, programs, arrangements or agreements, whether formal or informal, whether in writing or not, to which ERC, the Company or LLC and any Subsidiary is a party, with respect to which ERC, the Company or LLC and any Subsidiary has any obligation or that which are maintained, contributed to or sponsored by ERC, the Company or LLC and any Subsidiary for the benefit of any current or former employee, officer or director of ERC, the Company or LLC and any Subsidiary. Neither Except as described in Schedule 3,16(a), ERC, the Company nor LLC and any Subsidiary has any no express or implied commitment commitment, whether legally enforceable or not, (i) to create, incur liability with respect to or cause to exist any other employee benefit plan, program or arrangement, (ii) to enter into any contract or agreement to provide compensation or benefits to any individual or (iii) to modify, change or terminate any Plan, other than with respect to a modification, change or termination required by ERISA or the Internal Revenue Code of 1986, as amended (the "Code").

Plans and Material Documents. Section 3.25(a3.17(a) of the Disclosure Schedule lists (i) all employee benefit plans (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("“ERISA"”)) and all bonus, stock option, stock purchase, restricted stock, incentive, deferred compensation, retiree medical or life insurance, supplemental retirement, severance or other benefit plans, programs or arrangements, and all employment, termination, severance, change in control severance or other contracts or agreements to which the Company or any Subsidiary is a party, with respect to which the Company or any Subsidiary has any obligation or that which are maintained, contributed to or sponsored by the Company or any Subsidiary for the benefit of any current or former employee, officer or director of the Company or any Subsidiary, (ii) each employee benefit plan for which the Company or any Subsidiary could incur liability under Section 4069 of ERISA in the event such plan has been or were to be terminated, (iii) any plan in respect of which the Company or any Subsidiary could incur liability under Section 4212(c) of ERISA ERISA, and (iv) any plans, programs, contracts, arrangements or understandings between any Stockholder the Seller or any Affiliate of any Stockholder its Affiliates and any employee of the Company or of any Subsidiary, includingincluding any plans, without limitationprograms, any contracts, arrangements or understandings relating to the sale of the Company (collectively, the "“Plans"”). Each Except as set forth in Section 3.17(a) of the Disclosure Schedule, each Plan maintained or sponsored by the Company or any Subsidiary (the “Company Plans”) is in writing and and, except with respect to any Company Plan that is a Multiemployer Plan, the Company Seller has made available furnished to the Purchaser a complete and accurate copy of each Plan. The Company shall make available to the Purchaser within three (3) Business Days after the date hereof Plan and a complete and accurate copy of each material document prepared in connection with each such Plan includingCompany Plan, without limitation, (i) including a copy of (A) each trust or other funding arrangement, (iiB) each summary plan description and summary of material modifications, (iiiC) the most recently filed IRS Form 5500, (ivD) the most recently received IRS determination letter for each such Plan Company Plan, and (vE) the most recently prepared actuarial report and financial statement in connection with each such Company Plan. Except as set forth in Section 3.25(a) of the Disclosure Schedule, there are no other employee benefit plans, programs, arrangements or agreements, whether formal or informal, whether in writing or not, to which the Company or any Subsidiary is a party, with respect to which the Company or any Subsidiary has any obligation or that are maintained, contributed to or sponsored by the Company or any Subsidiary for the benefit of any current or former employee, officer or director None of the Company or any Subsidiary. Neither and the Company nor any Subsidiary Subsidiaries has any express or implied commitment commitment, whether legally enforceable or not, (iI) to create, incur liability with respect to to, or cause to exist exist, any other employee benefit plan, program or arrangement, (iiII) to enter into any contract or agreement to provide compensation or benefits to any individual individual, or (iiiIII) to modify, change or terminate any Company Plan, other than with respect to a modification, change or termination required by ERISA or the Code.

Plans and Material Documents. Section 3.25(aSchedule 4.12(a) of the Disclosure Schedule lists lists, as of the date hereof and as of the Closing Date, (i) all employee benefit plans (as defined in under Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) and all bonus, stock option, stock purchase, restricted stock, incentive, deferred compensation, retiree medical or life insurance, supplemental retirement, severance or other benefit plans, programs or arrangements, and all employment, termination, severance, change in control severance or other contracts or agreements agreements, to which the Company or any Subsidiary is a party, with respect to which the Company or any Subsidiary has any obligation or that which are maintained, contributed to or sponsored by the Company or any Subsidiary for the benefit of any current or former employee, officer or director of the Company or any SubsidiaryCompany, (ii) each employee benefit plan for which the Company or any Subsidiary could incur liability under Section 4069 of ERISA in the event such plan has been or were to be terminated, (iii) any plan in respect of which the Company or any Subsidiary could incur liability under Section 4212(c) of ERISA and (iv) any contracts, arrangements or understandings between any Stockholder or any Affiliate of any Stockholder the Company and any employee of the Company or of any Subsidiaryits officers, including, without limitation, any contracts, arrangements or understandings relating to the sale of the Company (collectively, items (i) through (iv) being referred to herein collectively as the "Plans"). Except as disclosed on Schedule 4.12(a), any employee deferred compensation, stock option, "phantom stock" or other similar types of plans previously in effect have been terminated as of the Closing Date. Each Plan is in writing and the Company has made available to the Purchaser a complete and accurate copy of each Plan. The Company shall make Plan set forth on Schedule 4.12(a) has been made available to the Purchaser within three (3) Business Days after the date hereof Purchasers and a complete and accurate copy of each material document prepared in connection with each such Plan including, without limitation, (i) a copy of each trust or other funding arrangement, (ii) each summary plan description and summary of material modifications, (iii) the most recently filed IRS Form 5500, (iv) the most recently received IRS determination letter for each such Plan Plan, and (v) the most recently prepared actuarial report and financial statement in connection with each such Plan, if applicable. Except as set forth in Section 3.25(adisclosed on Schedule 4.12(a) of the Disclosure Schedule, there are no other employee benefit plans, programs, arrangements or agreements, whether formal or informal, whether in writing or not, to which the Company or any Subsidiary is a party, with respect to which the Company or any Subsidiary has any obligation or that which are maintained, contributed to or sponsored by the Company or any Subsidiary for the benefit of any current or former employee, officer or director of the Company. The Company or any Subsidiary. Neither the Company nor any Subsidiary has does not have any express or implied commitment commitment, whether legally enforceable or not, (i) to create, incur liability with respect to or cause to exist any other employee benefit plan, program or arrangement, (ii) to enter into any contract or agreement to provide compensation or benefits to any individual or (iii) to modify, change or terminate any Plan, other than with respect to a modification, change or termination required by ERISA or the Code.

Plans and Material Documents. Section 3.25(a3.20(a) of the Disclosure Schedule lists (i) all employee benefit plans (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("“ERISA"”)) and all bonus, stock option, stock purchase, restricted stockstock or other equity-based awards, incentive, deferred compensation, vacation, disability, death benefit, hospitalization, medical fringe benefit, excess benefit, retiree medical or life insurance, supplemental retirement, severance or other benefit plans, programs or arrangements, and all employment, termination, severancechange of control, change in control severance or other contracts or agreements agreements, whether formal or informal, whether in writing or not, whether legally enforceable or not, to which the Company or any Subsidiary is a party, with respect to which the Company or any Subsidiary has any obligation obligation, contingent or that otherwise (including, but not limited to, any contingent liability under Section 4069 of ERISA), or which are maintained, contributed to or sponsored by the Company or any Subsidiary for the benefit of any current or former employee, officer officer, independent contractor or director of the Company or any Subsidiary, (ii) each employee benefit plan for which the Company or any Subsidiary could incur liability under Section 4069 of ERISA in the event such plan has been or were to be terminated, (iii) any plan in respect of which the Company or any Subsidiary could incur liability under Section 4212(c) of ERISA and (iv) any contracts, arrangements or understandings between any Stockholder or any Affiliate of any Stockholder and any employee of the Company or of any Subsidiary, including, without limitation, any contracts, arrangements or understandings relating to the sale of the Company (collectively, the "“Plans"”). Each Plan is in writing and the Company has made available The Sellers have furnished to the Purchaser a complete and accurate copy of each Plan. The Company shall make available Plan and each document material to the Purchaser within three operation of each Plan (3or, in connection with any unwritten Plans, a detailed description thereof) Business Days after the date hereof and, as applicable, a complete and accurate copy of each material document prepared in connection with each such Plan including, without limitation, (i) a copy of each trust or other funding arrangement, (ii) each summary plan description and summary of material modifications, (iii) the most recently filed IRS Form 5500, (iv) the most recently received IRS determination letter for each such Plan Plan, and (v) the most recently prepared actuarial report and financial statement in connection with each such Plan. Except as set forth The Sellers have delivered or made available to the Purchaser accurate and complete copies of all currently effective employee manuals and handbooks, disclosure materials, policy statements and documents used by in Section 3.25(athe administration of personnel policies and other documents relating to the employment of (or benefits available to) current and former employees of the Disclosure Schedule, there are Company. The Company has no other employee benefit plans, programs, arrangements express or agreementsimplied commitment, whether formal or informal, whether in writing legally enforceable or not, to which the Company or any Subsidiary is a party, with respect to which the Company or any Subsidiary has any obligation or that are maintained, contributed to or sponsored by the Company or any Subsidiary for the benefit of any current or former employee, officer or director of the Company or any Subsidiary. Neither the Company nor any Subsidiary has any express or implied commitment (i) to create, incur liability with respect to or cause to exist any other employee benefit plan, program or arrangement, (ii) to enter into any contract or agreement to provide compensation or benefits to any individual individual, or (iii) to modify, change or terminate any Plan, other than with respect to a modification, change or termination required by ERISA or the Code.

Plans and Material Documents. Section 3.25(a3.19(a) of the Disclosure Schedule lists (i) all employee benefit plans (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) and all bonus, stock option, stock purchase, restricted stock, incentive, deferred compensation, retiree medical or life insurance, supplemental retirement, severance or other benefit plans, programs or arrangements, and all employment, termination, severance, change in control severance or other contracts or agreements agreements, whether legally enforceable or not, to which the Company or any Subsidiary is a party, with respect to which the Company or any Subsidiary has any obligation or that which are maintained, contributed to or sponsored by the Company or any Subsidiary for the benefit of any current or former employee, officer or director of the Company or any SubsidiaryCompany, (ii) each employee benefit plan for which the Company or any Subsidiary could incur liability under Section 4069 of ERISA in the event such plan has been or were to be terminated, (iii) any plan in respect of which the Company or any Subsidiary could incur liability under Section 4212(c) of ERISA ERISA, and (iv) any contracts, arrangements or understandings between any Stockholder Seller or any Affiliate of any Stockholder its Affiliates and any employee of the Company or of any SubsidiaryCompany, including, without limitation, including any contracts, arrangements or understandings relating to the sale of the Company (collectively, the "Plans"). Each Plan is in writing writing, and the Company has made available Sellers have furnished to the Purchaser a complete and accurate copy of each Plan. The Company shall make available to the Purchaser within three (3) Business Days after the date hereof Plan and a complete and accurate copy of each material document prepared in connection with each such Plan includingPlan, without limitation, (i) including a copy of (A) each trust or other funding arrangement, (iiB) each summary plan description and summary of material modifications, (iiiC) the most recently filed IRS Form 5500, (ivD) the most recently received IRS determination letter for each such Plan Plan, and (vE) the most recently prepared actuarial report and financial statement in connection with each such Plan. Except as set forth in Section 3.25(a) of the Disclosure Schedule, there There are no other employee benefit plans, programs, arrangements or agreements, whether formal or informal, whether in writing or not, to which the Company or any Subsidiary is a party, with respect to which the Company or any Subsidiary has any obligation or that which are maintained, contributed to or sponsored by the Company or any Subsidiary for the benefit of any current or former employee, officer or director of the Company. The Company or any Subsidiary. Neither the Company nor any Subsidiary has does not have any express or implied commitment commitment, whether legally enforceable or not, (i1) to create, incur liability with respect to to, or cause to exist exist, any other employee benefit plan, program or arrangement, (ii2) to enter into any contract or agreement to provide compensation or benefits to any individual individual, or (iii3) to modify, change or terminate any Plan, other than with respect to a modification, change or termination required by ERISA or the Code.

Plans and Material Documents. Section 3.25(a3.11(a) of the Company Disclosure Schedule lists (i) all employee benefit plans (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) and all bonus, stock option, stock purchase, restricted stock, incentive, deferred compensation, retiree medical medical, disability or life insurance, supplemental retirement, severance or other benefit plans, programs or arrangements, and all employment, termination, severance, change in control severance or other contracts or agreements agreements, to which the Company or any Subsidiary is a party, with respect to which the Company or any Subsidiary has any obligation or that which are maintained, contributed to or sponsored by the Company or any Subsidiary for the benefit of any current or former employee, officer or director of the Company or any SubsidiaryCompany, (ii) each employee benefit plan for which the Company or any Subsidiary could incur liability under Section 4069 of ERISA in the event such plan has been or were to be terminated, (iii) any plan in respect of which the Company or any Subsidiary could incur liability under Section 4212(c) of ERISA and (iv) any contracts, arrangements or understandings between any Stockholder the Company or any Affiliate of any Stockholder its affiliates and any employee of the Company or of any Subsidiary, including, without limitation, any contracts, arrangements or understandings relating to the sale of the Company (collectively, the "Plans"). Each Plan is in writing and the Company has made available to the Purchaser furnished Parent with a complete and accurate copy of each Plan. The Company shall make available to the Purchaser within three (3) Business Days after the date hereof Plan and a complete and accurate copy of each material document prepared in connection with each such Plan including, without limitation, (i) a copy of each trust or other funding arrangement, (ii) each summary plan description and summary of material modifications, (iii) the most recently filed IRS Form 5500, (iv) the most recently received IRS determination letter for each such Plan Plan, and (v) the most recently prepared actuarial report and financial statement in connection with each such Plan. Except as set forth in disclosed on Section 3.25(a3.11(a) of the Company Disclosure Schedule, there are no other employee benefit plans, programs, arrangements or agreements, whether formal or informal, whether in writing or not, to which the Company or any Subsidiary is a party, with respect to which the Company or any Subsidiary has any obligation or that which are maintained, contributed to or sponsored by the Company or any Subsidiary for the benefit of any current or former employee, officer or director of the Company. The Company or any Subsidiary. Neither the Company nor any Subsidiary has does not have any express or implied commitment (i) to create, incur liability with respect to or cause to exist any other employee benefit plan, program or arrangement, (ii) to enter into any contract or agreement to provide compensation or benefits to any individual or (iii) to modify, change or terminate any Plan, other than with respect to a modification, change or termination required by ERISA or the Code.

Plans and Material Documents. Section 3.25(a3.21(a) of the Disclosure Schedule lists (i) all employee benefit plans (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("“ERISA"”)) and all bonus, stock option, stock purchase, restricted stock, incentive, deferred compensation, retiree medical or life insurance, supplemental retirement, severance or other benefit plans, programs or arrangements, and all employment, termination, severance, change in control severance or other contracts or agreements agreements, whether legally enforceable or not, to which the any Acquired Company or any Subsidiary is a party, with respect to which the any Acquired Company or any Subsidiary has any obligation or that which are maintained, contributed to or sponsored by the any Acquired Company or any Subsidiary for the benefit of any current or former employee, officer or director of the any Acquired Company or any Subsidiary, (ii) each employee benefit plan for which the any Acquired Company or any Subsidiary could incur liability under Section 4069 of ERISA in the event such plan has been or were to be terminated, (iii) any plan in respect of which the any Acquired Company or any Subsidiary could incur liability under Section 4212(c) of ERISA ERISA, and (iv) any contracts, arrangements or understandings between any Stockholder the Sellers or any Affiliate of any Stockholder their Affiliates and any employee of the any Acquired Company or of any Subsidiary, including, without limitation, including any contracts, arrangements or understandings relating to the sale of the Company Acquired Companies (collectively, the "“Plans"”). Each Except as set forth in Section 3.21(a) of the Disclosure Schedule, each Plan is in writing and and, except with respect to any Plan that is a Multiemployer Plan, the Company has made available Sellers have furnished to the Purchaser a complete and accurate copy of each Plan. The Company shall make available to the Purchaser within three (3) Business Days after the date hereof Plan and a complete and accurate copy of each material document prepared in connection with each such Plan includingPlan, without limitation, (i) including a copy of (A) each trust or other funding arrangement, (iiB) each summary plan description and summary of material modifications, (iiiC) the most recently filed IRS Form 5500, (ivD) the most recently received IRS determination letter for each such Plan Plan, and (vE) the most recently prepared actuarial report and financial statement in connection with each such Plan. Except as set forth in Section 3.25(a) of the Disclosure Schedule, there There are no other employee benefit plans, programs, arrangements or agreements, whether formal or informal, whether in writing or not, to which the any Acquired Company or any Subsidiary is a party, with respect to which the any Acquired Company or any Subsidiary has any obligation or that which are maintained, contributed to or sponsored by the any Acquired Company or any Subsidiary for the benefit of any current or former employee, officer or director of the any Acquired Company or any Subsidiary. Neither the No Acquired Company nor any or Subsidiary has any express or implied commitment commitment, whether legally enforceable or not, (iI) to create, incur liability with respect to to, or cause to exist exist, any other employee benefit plan, program or arrangement, (iiII) to enter into any contract or agreement to provide compensation or benefits to any individual individual, or (iiiIII) to modify, change or terminate any Plan, other than with respect to a modification, change or termination required by ERISA or the Code.

Plans and Material Documents. Section 3.25(a3.22(a) of the Disclosure Schedule lists (i) all employee benefit plans (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) and all bonus, stock option, stock purchase, restricted stock, incentive, deferred compensation, retiree medical or life insurance, supplemental retirement, severance or other benefit plans, programs or arrangements, and all employment, termination, severance, change in control severance or other contracts or agreements agreements, whether legally enforceable or not, to which the Company or any Subsidiary is a party, with respect to which the Company or any Subsidiary has any obligation or that which are maintained, contributed to or sponsored by the Company or any Subsidiary for the benefit of any current or former employee, officer or director of the Company or any Subsidiary(other than offer of employment letters relating to employment at-will relationships), (ii) each employee benefit plan for which the Company or any Subsidiary could incur liability under Section 4069 of ERISA in the event such plan has been or were to be terminated, (iii) any plan in respect of which the Company or any Subsidiary could incur liability under Section 4212(c) of ERISA and (iv) any contracts, arrangements or understandings (other than offer of employment letters relating to employment-at-will relationships) between any Stockholder or any Affiliate of any Stockholder Seller and any employee of the Company or of any SubsidiaryCompany, including, without limitation, any contracts, arrangements or understandings relating to the sale of the Company (collectively, the "Plans"). Each Except as set forth in Section 3.22(a) of the Disclosure Schedule, each Plan is in writing and the Company has made available to Sellers have furnished the Purchaser with a complete and accurate copy of each Plan. The Company shall make available to the Purchaser within three (3) Business Days after the date hereof Plan and a complete and accurate copy of each material document prepared in connection with each such Plan including, without limitation, (i) a copy of each trust or other funding arrangement, (ii) each summary plan description and summary of material modifications, (iii) the most recently filed IRS Form 5500, (iv) the most recently received IRS determination letter for each such Plan Plan, and (v) the most recently prepared actuarial report and financial statement in connection with each such Plan. Except as set forth in disclosed on Section 3.25(a3.22(a) of the Disclosure Schedule, there are no other employee benefit plans, programs, arrangements or agreements, whether formal or informal, whether in writing or not, to which the Company or any Subsidiary is a party, with respect to which the Company or any Subsidiary has any obligation or that which are maintained, contributed to or sponsored by the Company or any Subsidiary for the benefit of any current or former employee, officer or director of the Company. The Company or any Subsidiary. Neither the Company nor any Subsidiary has does not have any express or implied commitment commitment, whether legally enforceable or not, (i) to create, incur liability with respect to or cause to exist any other employee benefit plan, program or arrangement, (ii) to enter into any contract or agreement to provide compensation or benefits to any individual or (iii) to modify, change or terminate any Plan, other than with respect to a modification, change or termination required by ERISA or the Code.

Plans and Material Documents. Section 3.25(a3.26(a) of the Disclosure Schedule lists (i) all employee benefit plans (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) and all bonus, stock option, stock purchase, restricted stock, incentive, deferred compensation, retiree medical or life insurance, supplemental retirement, severance or other benefit plans, programs or arrangements, and all employment, termination, severance, change in control severance or other contracts or agreements agreements, whether legally enforceable or not, to which the Company or any Subsidiary is a party, with respect to which the Company or any Subsidiary has any obligation or that which are maintained, contributed to or sponsored by the Company or any Subsidiary for the benefit of any current or former employee, officer or director of the Company or any Subsidiary, (ii) each employee benefit plan for which the Company or any Subsidiary could incur liability under Section 4069 of ERISA in the event such plan has been or were to be terminated, (iii) any plan in respect of which the Company or any Subsidiary could incur liability under Section 4212(c) of ERISA and (iv) any contracts, arrangements or understandings between any Stockholder Xxxxxxxxx or any Affiliate of any Stockholder its Affiliates and any employee of the Company or of any Subsidiary, including, without limitation, . any contracts, arrangements or understandings relating to the sale of the Company (collectively, the "Plans"). Each Plan is in writing and the Company Xxxxxxxxx has made available to the Purchaser a Buyer complete and accurate copy copies of each Plan. The Company shall make available to the Purchaser within three (3) Business Days after the date hereof Plan and a complete and accurate copy of each material document prepared in connection with each such Plan including, without limitation, (i) a copy of each trust or other funding arrangement, (ii) each summary plan description and summary of material modifications, (iii) the most recently filed IRS Form 5500, (iv) the most recently received IRS determination letter for each such Plan Plan, and (v) the most recently prepared actuarial report and financial statement in connection with each such Plan. Except as set forth in disclosed on Section 3.25(a3.26(a) of the Disclosure Schedule, there are no other employee benefit plans, programs, arrangements or agreements, whether formal or informal, whether in writing or not, to which the Company or any Subsidiary is a party, with respect to which the Company or any Subsidiary has any obligation or that which are maintained, contributed to or sponsored by the Company or any Subsidiary for the benefit of any current or former employee, officer or director of the Company or any Subsidiary. Neither the Company nor any Subsidiary has any express or implied commitment material commitment, whether legally enforceable or not, (i) to create, incur liability with respect to or cause to exist any other employee benefit plan, program or arrangement, (ii) to enter into any contract or agreement to provide compensation or benefits to any individual or (iii) to modify, change or terminate any Plan, other than with respect to a modification, change or termination required by ERISA or the Code.

Plans and Material Documents. Section 3.25(a(a) of the Sellers' Disclosure Schedule lists (i) all employee benefit plans (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) and all bonus, stock option, stock purchase, restricted stock, incentive, deferred compensation, pension, retiree medical or life insurance, supplemental retirement, severance or other benefit plans, programs or arrangements, and all employment, termination, severance, change in control severance or other contracts or agreements agreements, to which the Company Partnership or any Subsidiary is a party, with respect to which the Company Partnership or any Subsidiary has any obligation or that which are maintained, contributed to or sponsored by the Company Partnership or any Subsidiary for the benefit of any current or former employee, officer or director of the Company Partnership or any Subsidiary, (ii) each employee benefit plan for which the Company Partnership or any Subsidiary could incur liability under Section 4069 of ERISA in the event such plan has 31 26 been or were to be terminated, (iii) any plan in respect of which the Company Partnership or any Subsidiary could incur liability under Section 4212(c) of ERISA and (iv) any contracts, arrangements or understandings between any Stockholder the Sellers or any Affiliate of any Stockholder its Affiliates and any employee of the Company Partnership or of any Subsidiary, including, without limitation, any contracts, arrangements or understandings relating to the sale of the Company Partnership (collectively, the "Plans"). Each Except as disclosed in the Sellers' Disclosure Schedule, each Plan is in writing and the Company has made available to Parent Entities and the Sellers have furnished the Purchaser with a complete and accurate copy of each Plan. The Company shall make available to the Purchaser within three (3) Business Days after the date hereof Plan and a complete and accurate copy of each material document prepared in connection with each such Plan including, without limitation, (i) a copy of each trust or other funding arrangement, (ii) each summary plan description and summary of material modifications, (iii) the most recently filed IRS Form 5500, (iv) the most recently received IRS determination letter for each such Plan Plan, and (v) the most recently prepared actuarial report and financial statement in connection with each such Plan. Except as set forth in Section 3.25(a) of the Disclosure Schedule, there are no other employee benefit plans, programs, arrangements or agreements, whether formal or informal, whether in writing or not, to which the Company or any Subsidiary is a party, with respect to which the Company or any Subsidiary has any obligation or that are maintained, contributed to or sponsored by the Company or any Subsidiary for the benefit of any current or former employee, officer or director of the Company or any Subsidiary. Neither the Company nor any Subsidiary has any express or implied commitment (i) to create, incur liability with respect to or cause to exist any other employee benefit plan, program or arrangement, (ii) to enter into any contract or agreement to provide compensation or benefits to any individual or (iii) to modify, change or terminate any Plan, other than with respect to a modification, change or termination required by ERISA or the Code.

Plans and Material Documents. Section 3.25(a3.11(a) of the Company Disclosure Schedule lists (i) all employee benefit plans (as defined in Section section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("“ERISA"”)) and all bonus, stock option, stock purchase, restricted stock, incentive, deferred compensation, retiree medical or life insurance, supplemental retirement, severance or other benefit plans, programs or arrangements, and all employment, consulting, termination, severance, change in control severance or other contracts or agreements agreements, whether legally enforceable or not, to which the Company or any the Company Subsidiary is a party, with respect to which the Company or any the Company Subsidiary has any obligation or that which are maintained, contributed to or sponsored by the Company or any the Company Subsidiary for the benefit of any current or former employee, consultant, officer or director of the Company or any the Company Subsidiary, (ii) each employee benefit plan for which the Company or any the Company Subsidiary could incur liability under Section section 4069 of ERISA in the event such plan has been or were to be terminated, (iii) any plan in respect of which the Company or any the Company Subsidiary could incur liability under Section section 4212(c) of ERISA and (iv) any contracts, arrangements or understandings between any Stockholder the Company or the Company Subsidiary or any Affiliate of any Stockholder their affiliates and any employee of the Company or of any Subsidiary, including, without limitation, any contracts, arrangements or understandings the Company Subsidiary relating to the a sale of the Company, the Company Subsidiary or any Former Subsidiary (collectively, the "“Company Benefit Plans"”). Each Company Benefit Plan is in writing and the Company has made available to furnished the Purchaser Parent with a true and complete and accurate copy of each Plan. The Company shall make available Benefit Plan and has delivered to the Purchaser within three (3) Business Days after the date hereof Parent a true and complete and accurate copy of each material document document, if any, prepared in connection with each such Plan Company Benefit Plan, including, without limitation, a copy of (i) a copy of each trust or other funding arrangement, (ii) each summary plan description and summary of material modifications, (iii) the most recently filed IRS Internal Revenue Service (“IRS”) Form 5500, (iv) the most recently received IRS determination letter for each such Company Benefit Plan and (v) the most recently prepared actuarial report and financial statement in connection with each such Company Benefit Plan. Except as set forth disclosed in Section 3.25(a3.11(a) of the Company Disclosure Schedule, there are no other employee benefit plans, programs, arrangements or agreements, whether formal or informal, whether in writing or not, to which the Company or any the Company Subsidiary is a party, with respect to which the Company or any the Company Subsidiary has any obligation or that which are maintained, contributed to or sponsored by the Company or any the Company Subsidiary for the benefit of any current or former employee, consultant, officer or director of the Company, the Company Subsidiary or any Former Subsidiary. Neither Except as disclosed in Section 3.11(a) of the Company Disclosure Schedule, neither the Company nor any the Company Subsidiary has any express or implied commitment commitment, whether legally enforceable or not, (i) to create, incur liability with respect to or cause to exist any other employee benefit plan, program or arrangement, (ii) to enter into any other contract or agreement to provide compensation or benefits to any individual or (iii) to modify, change or terminate any Company Benefit Plan, other than with respect to a modification, change or termination required by ERISA or the CodeCode or as required by this Agreement.

Plans and Material Documents. Section 3.25(a4.23(a) of the Disclosure Schedule lists (i) all employee benefit plans (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) and all bonus, stock option, stock purchase, restricted stock, incentive, deferred compensation, retiree medical or life insurance, supplemental retirement, severance or other benefit plans, programs or arrangements, and all employment, termination, severance, change in control severance or other contracts or agreements agreements, whether legally enforceable or not, to which the Company or any Subsidiary is a party, with respect to which the Company or any Subsidiary has any obligation or that which are maintained, contributed to or sponsored by the Company or any Subsidiary for the benefit of any current or former employee, officer or director of the Company or any Subsidiary(other than offer of employment letters relating to employment-at-will relationships), (ii) each employee benefit plan for which the Company or any Subsidiary could incur liability under Section 4069 of ERISA in the event such plan has been or were to be terminated, (iii) any plan in respect of which the Company or any Subsidiary could incur liability under Section 4212(c) of ERISA and (iv) any contracts, arrangements or understandings (other than offer of employment letters relating to employment-at-will relationships) between any Stockholder or any Affiliate of any Stockholder and any employee of the Company or of any SubsidiaryCompany, including, without limitation, any contracts, arrangements or understandings relating to the sale of the Company (collectively, the "Plans"). Each Except as set forth in Section 4.23(a) of the Disclosure Schedule, each Plan is in writing and the Company has made available to the Purchaser furnished Parent with a complete and accurate copy of each Plan. The Company shall make available to the Purchaser within three (3) Business Days after the date hereof Plan and a complete and accurate copy of each material document prepared in connection with each such Plan including, without limitation, (i) a copy of each trust or other funding arrangement, (ii) each summary plan description and summary of material modifications, (iii) the most recently filed IRS Internal Revenue Service ("IRS") Form 5500, (iv) the most recently received IRS determination letter for each such Plan Plan, and (v) the most recently prepared actuarial report and financial statement in connection with each such Plan. Except as set forth in disclosed on Section 3.25(a4.23(a) of the Disclosure Schedule, there are no other employee benefit plans, programs, arrangements or agreements, whether formal or informal, whether in writing or not, to which the Company or any Subsidiary is a party, with respect to which the Company or any Subsidiary has any obligation or that which are maintained, contributed to or sponsored by the Company or any Subsidiary for the benefit of any current or former employee, officer or director of the Company. The Company or any Subsidiary. Neither the Company nor any Subsidiary has does not have any express or implied commitment commitment, whether legally enforceable or not, (i) to create, incur liability with respect to or cause to exist any other employee benefit plan, program or arrangement, (ii) to enter into any contract or agreement to provide compensation or benefits to any individual or (iii) to modify, change or terminate any Plan, other than with respect to a modification, change or termination required by ERISA or the Code.

Plans and Material Documents. Section 3.25(a3.24(a) of the Disclosure Schedule lists (i) all employee benefit plans (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) and all bonus, stock option, stock purchase, restricted stock, incentive, deferred compensation, retiree medical or life insurance, supplemental retirement, severance or other benefit plans, programs or arrangements, and all employment, termination, severance, change in control severance or other contracts or agreements agreements, whether legally enforceable or not, to which the Company or any Subsidiary is a party, with respect to which the Company or any Subsidiary has any obligation or that which are maintained, contributed to or sponsored by the Company or any Subsidiary for the benefit of any current or former employee, officer or director of the Company or any Subsidiary, (ii) each employee benefit plan for which the Company or any Subsidiary could incur liability under Section 4069 of ERISA in the event such plan has been or were to be terminated, (iii) any plan in respect of which the Company or any Subsidiary could incur liability under Section 4212(c) of ERISA ERISA, and (iv) any contracts, arrangements or understandings between any Stockholder the Company or any Affiliate of any Stockholder its Affiliates and any employee of the Company or of any Subsidiary, including, without limitation, including any contracts, arrangements or understandings relating to the sale of the Company (collectively, the "Plans"). Each Plan is in writing and the The Company has made available furnished to the Purchaser Parent a complete and accurate copy of each Plan. The Company shall make available to the Purchaser within three written Plan (3along with a written summary of those Plans not in writing) Business Days after the date hereof and a complete and accurate copy of each material document prepared in connection with each such Plan including, without limitation, (i) a copy of each trust or other funding arrangement, (ii) each the most recent summary plan description and summary of material modificationsmodifications for each Plan, if applicable, (iii) the most recently filed IRS Form 5500, (iv) the most recently received IRS determination letter for each such Plan Plan, and (v) the most recently prepared actuarial report and financial statement in connection with each such Plan. Except as set forth in Section 3.25(a) of the Disclosure Schedule, there There are no other employee benefit plans, programs, arrangements or agreements, whether formal or informal, whether in writing or not, to which the Company or any Subsidiary is a party, with respect to which the Company or any Subsidiary has any obligation or that which are maintained, contributed to or sponsored by the Company or any Subsidiary for the benefit of any current or former employee, officer or director of the Company or any Subsidiary. Neither the Company nor any Subsidiary has any express or implied commitment commitment, whether legally enforceable or not, (i) to create, incur liability with respect to or cause to exist any other employee benefit plan, program or arrangement, (ii) to enter into any contract or agreement to provide compensation or benefits to any individual individual, or (iii) to modify, change or terminate any Plan, other than with respect to a modification, change or termination required by ERISA ERISA, the Code or the Codeother applicable Law.

Plans and Material Documents. Section 3.25(a(a) of the Sellers' Disclosure Schedule lists (i) all employee benefit plans (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) and all bonus, stock option, stock purchase, restricted stock, incentive, deferred compensation, pension, retiree medical or life insurance, supplemental retirement, severance or other benefit plans, programs or arrangements, and all employment, termination, severance, change in control severance or other contracts or agreements agreements, to which the Company Partnership or any Subsidiary is a party, with respect to which the Company Partnership or any Subsidiary has any obligation or that which are maintained, contributed to or sponsored by the Company Partnership or any Subsidiary for the benefit of any current or former employee, officer or director of the Company Partnership or any Subsidiary, (ii) each employee benefit plan for which the Company Partnership or any Subsidiary could incur liability under Section 4069 of ERISA in the event such plan has been or were to be terminated, (iii) any plan in respect of which the Company Partnership or any Subsidiary could incur liability under Section 4212(c) of ERISA and (iv) any contracts, arrangements or understandings between any Stockholder the Sellers or any Affiliate of any Stockholder its Affiliates and any employee of the Company Partnership or of any Subsidiary, including, without limitation, any contracts, arrangements or understandings relating to the sale of the Company Partnership (collectively, the "Plans"). Each Except as disclosed in Section 3.16(a) of the Sellers' Disclosure Schedule, each Plan is in writing and the Company has made available to Parent Entities and the Sellers have furnished the Purchaser with a complete and accurate copy of each Plan. The Company shall make available to the Purchaser within three (3) Business Days after the date hereof Plan and a complete and accurate copy of each material document prepared in connection with each such Plan including, without limitation, (i) a copy of each trust or other funding arrangement, (ii) each summary plan description and summary of material modifications, (iii) the most recently filed IRS Form 5500, (iv) the most recently received IRS determination letter for each such Plan Plan, and (v) the most recently prepared actuarial report and financial statement in connection with each such Plan. Except as set forth in Section 3.25(a) of the Disclosure Schedule, there are no other employee benefit plans, programs, arrangements or agreements, whether formal or informal, whether in writing or not, to which the Company or any Subsidiary is a party, with respect to which the Company or any Subsidiary has any obligation or that are maintained, contributed to or sponsored by the Company or any Subsidiary for the benefit of any current or former employee, officer or director of the Company or any Subsidiary. Neither the Company nor any Subsidiary has any express or implied commitment (i) to create, incur liability with respect to or cause to exist any other employee benefit plan, program or arrangement, (ii) to enter into any contract or agreement to provide compensation or benefits to any individual or (iii) to modify, change or terminate any Plan, other than with respect to a modification, change or termination required by ERISA or the Code.

Plans and Material Documents. Section 3.25(a3.10(a) of the Disclosure Schedule lists (i) all employee benefit plans (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) and all bonus, stock option, stock purchase, restricted stock, incentive, deferred compensation, retiree medical or life insurance, supplemental retirementexecutive retirement plans and excess benefit plan, severance or other benefit plans, programs programs, trusts, or arrangements, and all employment, termination, severance, change in control compensation or other contracts or agreements agreements, whether legally enforceable or not, to which the Company or any Subsidiary is a party, with respect to which the Company or any Subsidiary has any obligation or that which are maintained, contributed to or sponsored by the Company or any Subsidiary for the benefit of any current or former employee, officer or director of the Company or any Subsidiary, (ii) each employee benefit plan for which the Company or any Subsidiary could incur liability under Section 4069 of ERISA in the event such plan has been or were to be terminated, (iii) any plan in respect of which the Company or any Subsidiary could incur liability under Section 4212(c) of ERISA and (iv) any material contracts, arrangements or understandings between any Stockholder or any Affiliate change of control arrangements between the Company or any Stockholder Material Subsidiary and any employee of the Company or of any Subsidiary, Material Subsidiary including, without limitation, any contracts, arrangements or understandings relating to the a sale of the Company or any Material Subsidiary (collectively, the "Plans"). Each Plan is in writing and the Company has made available to the Purchaser a true and complete and accurate copy of each Plan. The Company shall make available to the Purchaser within three (3) Business Days after the date hereof a complete Plan and accurate copy of each material document document, if any, prepared in connection with each such Plan Plan, including, without limitation, (i) a copy of each trust or other funding arrangement, (ii) each summary plan description and summary of material modifications, (iii) the most recently filed IRS Internal Revenue Service ("IRS") Form 5500, (iv) the most recently received IRS determination letter for each such Plan Plan, and (v) the most recently prepared actuarial report and financial statement in connection with each such Plan. Except as set forth in Section 3.25(a) of the Disclosure Schedule, there are no other employee benefit plans, programs, arrangements or agreements, whether formal or informal, whether in writing or not, to which the Company or any Subsidiary is a party, with respect to which the Company or any Subsidiary has any obligation or that are maintained, contributed to or sponsored by the Company or any Subsidiary for the benefit of any current or former employee, officer or director of the Company or any Subsidiary. Neither the Company nor any Subsidiary has any express or implied commitment commitment, whether legally enforceable or not, (i) to create, create or incur liability with respect to or cause to exist any other employee benefit plan, program or arrangement, (ii) to enter into any contract or agreement to provide compensation or benefits to any individual or (iii) to modify, change or terminate any Plan, other than with respect to a modification, change or termination required by ERISA or the Internal Revenue Code of 1986, as amended through the date hereof (the "Code").