Common use of Employee Plans Clause in Contracts

Employee Plans. (a) Section 3.17(a) of the Company Disclosure Letter sets forth a complete and accurate list of each (i) “employee benefit plan” (as defined in Section 3(3) of ERISA), whether or not subject to ERISA, and (ii) material employment, bonus, stock option, stock purchase or other equity-based, benefit, incentive compensation, profit sharing, savings, retirement, disability, vacation, deferred compensation, consulting, severance, termination, retention, change of control and other similar fringe, welfare or other employee benefit plan, program, agreement, contract, policy or binding arrangement (whether or not in writing and whether or not covering a single individual or group of individuals) sponsored, maintained, contributed to, or required to be contributed to for the benefit of any current or former employee, non-employee service provider or director of the Company, any of its Subsidiaries or any other trade or business (whether or not incorporated) which would be treated as a single employer with the Company or any of its Subsidiaries under Section 414 of the Code or Section 4001 of ERISA (each, an “ERISA Affiliate”), or any of their dependents or beneficiaries, or with respect to which the Company or any of its Subsidiaries has any material liability (including contingent liability (clauses (i) and (ii), collectively, the “Employee Plans”). With respect to each Employee Plan other than an Employee Plan that is maintained in any non-U.S. jurisdiction (together, the “International Employee Plans”), to the extent applicable the Company has made available to Parent complete and accurate copies of (A) the most recent annual report on Form 5500 required to have been filed with the IRS for each Employee Plan, including all schedules thereto; (B) the most recent determination letter, if any, from the IRS for any Employee Plan that is intended to qualify under Section 401(a) of the Code; (C) the current plan documents and summary plan descriptions, or a written description of the terms of any Employee Plan that is not in writing; (D) any related trust agreements, insurance contracts, insurance policies or other documents of any funding arrangements; and (E) any notices to or from the IRS or DOL relating to any material compliance issues in respect of any such Employee Plan. With respect to each International Employee Plan, to the extent applicable, the Company has made available to Parent complete and accurate copies of (x) the most recent annual report or similar compliance documents required to be filed with any Governmental Authority with respect to such plan and (y) any document comparable to the determination letter referenced under clause (B) above issued by a Governmental Authority relating to the satisfaction of Law necessary to obtain the most favorable tax treatment.

Employee Plans. (a) Section 3.17(a3.18(a) of the Company Disclosure Letter sets forth a true, correct and complete and accurate list of each all (i) “employee benefit planplans” (as defined in Section 3(3) of ERISA), whether or not subject to ERISA, ); and (ii) other material employment, consulting, bonus, stock option, phantom stock, stock appreciation, stock purchase or other equity-based, benefit, incentive compensation, commission, profit sharing, savings, retirement, disability, insurance, vacation, paid time off, deferred compensation, consulting, severance, termination, post-employment, retention, change of in control compensation and other similar material fringe, welfare or other employee compensation or benefit planplans, programprograms, agreement, contractcontracts, policy policies or binding arrangement arrangements (whether or not in writing and whether or not covering a single individual or group of individualswriting) sponsored, maintained, maintained or contributed to, to (or required to be contributed to for contributed) by the benefit of any current or former employee, non-employee service provider or director of the Company, any of its Subsidiaries Company Group or any other trade or business (whether or not incorporated) which that would be treated as a single employer with the any Company or any of its Subsidiaries under Group Member pursuant to Section 414 of the Code or Section 4001 of ERISA (each, an “ERISA Affiliate”), or ) to which any of their dependents or beneficiaries, Company Group Member is a party or with respect to which the any Company or any of its Subsidiaries Group Member has any material liability liability, contingent or otherwise (including contingent liability (clauses (i) and (ii), collectively, the “Employee Plans”). With respect to each material Employee Plan other than an Employee Plan that is maintained in any non-U.S. jurisdiction (together, the “International Employee Plans”)Plan, to the extent applicable applicable, the Company has made available to Parent true, correct and complete and accurate copies of (A) the most recent annual report on Form 5500 required to have been filed with under ERISA or the IRS Code, if any, for each Employee Plan, including all schedules thereto; (B) the most recent determination or opinion letter, if any, from the IRS for any Employee Plan that is intended to qualify under pursuant to Section 401(a) of the Code; (C) the current plan documents and summary plan descriptions, or a written description of the terms of any Employee Plan that is not in writing; (D) any related trust agreements, insurance contracts, insurance policies or other documents Contracts of any funding arrangements; and (E) any notices to or from the IRS or DOL any office or representative of the United States Department of Labor or any similar Governmental Authority relating to any material compliance issues in respect of any such Employee Plan. With Plan since January 1, 2017; and (F) with respect to each material Employee Plan that is maintained in any non-United States jurisdiction primarily for the benefit of any employee or individual service provider of any Company Group Member whose principal work location is outside of the United States (the “International Employee PlanPlans”), to the extent applicable, the Company has made available to Parent complete and accurate copies of (x1) the most recent annual report or similar compliance documents required to be filed with any Governmental Authority with respect to such plan plan; and (y2) any document comparable to the determination letter referenced under pursuant to clause (B) above issued by a Governmental Authority relating to the satisfaction of Law necessary to obtain the most favorable tax Tax treatment.

Employee Plans. (a) Section 3.17(a) of the Company Disclosure Letter sets forth a complete and accurate list of each (i) “employee benefit plan” (as defined in Section 3(3) of ERISA), whether or not subject to ERISA, and (ii) material employment, bonus, stock option, stock purchase or other equity-based, benefit, incentive compensation, profit sharing, savings, retirement, disability, vacation, deferred compensation, consulting, severance, termination, retention, change of control and other similar fringe, welfare or other employee benefit plan, program, agreement, contract, policy or binding arrangement (whether or not in writing and whether or not covering a single individual or group of individuals) sponsored, maintained, contributed to, to or required to be contributed to for the benefit of any current or former employee, non-employee service provider or director of the Company, any of its Subsidiaries or any other trade or business (whether or not incorporated) which would be treated as a single employer with the Company or any of its Subsidiaries under Section 414 of the Code or Section 4001 of ERISA (each, an a “Company ERISA Affiliate”), or any of their dependents or beneficiaries, or with respect to which the Company or any of its Subsidiaries currently has or could have any material liability (including contingent liability (clauses (i) and (iiliability), collectively, other than governmentally administered plans and plans mandated by applicable Law (together the “Company Employee Plans”). With respect to each Company Employee Plan other than an a Company Employee Plan that is maintained in any non-U.S. jurisdiction (together, the “Company International Employee Plans”), to the extent applicable the Company has made available Made Available to Parent complete and accurate copies of of: (A) the three (3) most recent recently filed annual report reports on Form 5500 required to have been filed with the IRS for each Company Employee Plan, including all schedules thereto; (B) the most recent determination or opinion letter, if any, from the IRS for any Company Employee Plan that is intended to qualify under Section 401(a) of the Code; (C) the current plan documents and summary plan descriptions, or a written description of the terms of any Company Employee Plan that is not in writing; (D) any related trust agreements, insurance contracts, insurance policies or other documents of any funding arrangements; and (E) any notices or other communications to or from the IRS or DOL relating to any material compliance issues in respect of any such Company Employee Plan. With respect to each Company International Employee Plan, to the extent applicable, the Company has made available Made Available to Parent complete and accurate copies of (x) the most recent annual report or similar compliance documents required to be filed with any Governmental Authority with respect to such plan and (y) any document comparable to the determination letter referenced under clause (B) above issued by a Governmental Authority relating to the satisfaction of Law necessary to obtain the most favorable tax treatment.

Employee Plans. (a) Section 3.17(a3.18(a) of the Company Disclosure Letter sets forth a true, correct and complete and accurate list list, as of each the date hereof, of all material Employee Plans. For purposes of this Agreement, “Employee Plan” shall mean (collectively) (i) all “employee benefit planplans” (as defined in Section 3(3) of ERISA), whether or not subject to ERISA, ; and (ii) all other material employment, natural person consultant or other service, bonus, stock option, stock purchase or other equity-based, benefit, incentive compensation, profit sharing, savings, retirement, disability, insurance, vacation, deferred compensation, consulting, severance, termination, retention, change of in control compensation and other similar material fringe, welfare or other employee benefit planplans, programprograms, agreement, contractcontracts, policy policies or binding arrangement arrangements (whether or not in writing and whether or not covering a single individual or group of individualswriting) (x) sponsored, maintained, maintained or contributed to, to (or required to be contributed to for the benefit of to) by any current or former employee, non-employee service provider or director member of the Company, any of its Subsidiaries Company Group; or any other trade or business (whether or not incorporatedy) which would be treated as a single employer with the Company or any of its Subsidiaries under Section 414 of the Code or Section 4001 of ERISA (each, an “ERISA Affiliate”), or any of their dependents or beneficiaries, or otherwise with respect to which the Company or any of its Subsidiaries Group has any material liability (including liability, contingent liability (clauses (i) and (ii), collectively, the “Employee Plans”)or otherwise. With respect to each material Employee Plan other than an Employee Plan that is maintained in any non-U.S. jurisdiction (together, the “International Employee Plans”)Plan, to the extent applicable applicable, the Company has made available to Parent true, correct and complete and accurate copies of (A) the most recent annual report on Form 5500 required to have been filed with the IRS for each Employee Plan, including all schedules thereto; (B) the most recent determination or opinion letter, if any, from the IRS for any Employee Plan that is intended to qualify under pursuant to Section 401(a) of the Code; (C) the current plan documents and summary plan descriptions, or a written description of the terms of any Employee Plan that is not in writing; (D) any related trust agreements, insurance contracts, insurance policies or other documents Contracts of any funding arrangements; and (E) any notices to or from the IRS or DOL any office or representative of the United States Department of Labor or any similar Governmental Authority relating to any material compliance issues in respect of any such Employee Plan. With Plan during the past three years; and (F) with respect to each material Employee Plan that is maintained in any non-United States jurisdiction primarily for the benefit of any employee of the Company Group whose principal work location is outside of the United States (the “International Employee PlanPlans”), to the extent applicable, the Company has made available to Parent complete and accurate copies of (x1) the most recent annual report or similar compliance documents required to be filed with any Governmental Authority with respect to such plan plan; and (y2) any document comparable to the determination letter referenced under pursuant to clause (B) above issued by a Governmental Authority relating to the satisfaction of Law law necessary to obtain the most favorable tax Tax treatment.

Employee Plans. (a) Section 3.17(a3.18(a) of the Company Disclosure Letter sets forth a true, correct and complete and accurate list list, as of each the date hereof, of (i) all “employee benefit planplans” (as defined in Section 3(3) of ERISA), whether or not subject to ERISA, ; and (ii) material all other employment, bonus, stock option, stock purchase or other equity-based, benefit, incentive compensation, profit sharing, savings, retirement, disability, insurance, vacation, deferred compensation, consulting, severance, termination, retention, change of in control compensation and other similar material fringe, welfare or other employee benefit planplans, programprograms, agreement, contractcontracts, policy policies or binding arrangement arrangements (whether or not in writing and whether writing) maintained or not covering a single individual or group of individuals) sponsored, maintained, contributed to, or required to be contributed to for the benefit of any current or former employee, non-employee executive officer, director or other service provider or director of the Company, any of its Subsidiaries Company Group or any other trade or business (whether or not incorporated) which that would be treated as a single employer with the Company or any of its Subsidiaries under Group pursuant to Section 414 of the Code or Section 4001 of ERISA (each, an “ERISA Affiliate”), or any of their dependents or beneficiaries, or ) and with respect to which the Company or any of its Subsidiaries Group has any current material liability liability, contingent or otherwise (including contingent liability (clauses (i) and (ii), collectively, the “Employee Plans”), and separately identifies each International Employee Plan. Section 3.18(a) of the Company Disclosure Letter also lists each ERISA Affiliate. With respect to each material Employee Plan other than an Employee Plan that is maintained in any non-U.S. jurisdiction (together, the “International Employee Plans”)Plan, to the extent applicable applicable, the Company has made available to Parent true, correct and complete and accurate copies of (A) the most recent annual report on Form 5500 required to have been filed with the IRS for each Employee Plan, including all schedules thereto; (B) the most recent determination or opinion letter, if any, from the IRS for any Employee Plan that is intended to qualify under pursuant to Section 401(a) of the Code; (C) the current plan documents and summary plan descriptions, or a written description of the terms of any Employee Plan that is not in writing; (D) any related trust agreements, insurance contracts, insurance policies or other documents Contracts of any funding arrangements; and (E) any notices to or from the IRS or DOL any office or representative of the United States Department of Labor or any similar Governmental Authority relating to any material compliance issues in respect of any such Employee Plan. With Plan during the past three years; and (F) with respect to each material Employee Plan that is maintained in any non-United States jurisdiction primarily for the benefit of any employee of the Company Group whose principal work location is outside of the United States (the “International Employee PlanPlans”), to the extent applicable, the Company has made available to Parent complete and accurate copies of (x1) the most recent annual report or similar compliance documents required to be filed with any Governmental Authority with respect to such plan plan; and (y2) any document comparable to the determination letter referenced under pursuant to clause (B) above issued by a Governmental Authority relating to the satisfaction of Law law necessary to obtain the most favorable tax Tax treatment.

Employee Plans. (a) Section 3.17(a4.17(a) of the Company Disclosure Letter sets forth a complete and accurate list of each material (i) “employee benefit plan” (as defined in Section 3(3) of ERISA), whether or not subject to ERISA, ERISA and (ii) material other employment, bonus, stock option, stock purchase or other equity-based, benefit, incentive compensation, profit sharing, savings, retirement, disability, vacation, deferred compensation, consulting, severance, termination, retention, change of control and other similar fringe, welfare or other employee benefit plan, program, agreement, contract, policy or binding arrangement (whether or not in writing and whether writing) maintained or not covering a single individual or group of individuals) sponsored, maintained, contributed to, or required to be contributed to for the benefit of any current or former employee, non-employee service provider or director of the Company, any of its Subsidiaries or any other trade or business (whether or not incorporated) which would be treated as a single employer with the Company or any of its Subsidiaries under Section 414 of the Code or Section 4001 of ERISA (each, an “ERISA Affiliate”), or any of their dependents or beneficiaries, or with respect to which the Company or any of its Subsidiaries has any current material liability Liability (including contingent liability (clauses (i) and (ii), collectively, together the “Employee Plans”). With respect to each Employee Plan other than an Employee Plan that is maintained in any non-U.S. jurisdiction (together, the “International Employee Plans”), to the extent applicable the Company has made available to Parent complete and accurate copies of (A) the most recent annual report on Form 5500 required to have been filed with the IRS for each Employee Plan, including all schedules thereto; (B) the most recent determination letter, if any, from the IRS for any Employee Plan that is intended to qualify under Section 401(a) of the Code; (C) the current plan documents and summary plan descriptions, or a written description of the terms of any Employee Plan that is not in writing; (D) any related trust agreements, insurance contracts, insurance policies or other documents of any funding arrangements; and (E) any notices to or from the IRS or DOL relating to any material compliance issues in respect of any such Employee Plan. With ; and (F) with respect to each International Employee Plan, to the extent applicable, the Company has made available to Parent complete and accurate copies of (x) the most recent annual report or similar compliance documents required to be filed with any Governmental Authority with respect to such plan and (y) any document comparable to the determination letter referenced reference under clause (B) above issued by a Governmental Authority relating to the satisfaction of Law necessary to obtain the most favorable tax treatment.

Employee Plans. (a) Section 3.17(a3.18(a) of the Company Disclosure Letter sets forth a complete and accurate list list, as of each the date of this Agreement, of (i) all “employee benefit planplans” (as defined in Section 3(3) of ERISA), whether or not subject to ERISA, ; and (ii) material all other employment, bonus, stock option, stock purchase or other equity-based, benefit, incentive compensation, profit sharing, savings, retirement, disability, insurance, vacation, deferred compensation, consulting, severance, termination, retention, change of control and other similar material fringe, welfare or other employee benefit planplans, programprograms, agreement, contractcontracts, policy policies or binding arrangement arrangements (whether or not in writing and whether writing) maintained or not covering a single individual or group of individuals) sponsored, maintained, contributed to, or required to be contributed to for the benefit of any current or former employee, non-employee service provider or director of the Company, any of its Subsidiaries or any other trade or business (whether or not incorporated) which would be treated as a single employer with the Company or any of its Subsidiaries under Section 414 of the Code or Section 4001 of ERISA (each, an “ERISA Affiliate”), or any of their dependents or beneficiaries, or with respect to which the Company or any of its Subsidiaries has any current material liability Liability, contingent or otherwise (including contingent liability (clauses (i) and (ii), collectively, the “Company Employee Plans”). With respect to each Company Employee Plan other than an Employee Plan that is maintained in any non-U.S. jurisdiction (together, the “International Employee Plans”)Plan, to the extent applicable applicable, the Company has made available to the Parent complete and accurate copies of (A) the most recent annual report on Form 5500 required to have been filed with the IRS for each Company Employee Plan, including all schedules thereto; (B) the most recent determination letter or opinion letter, if any, from the IRS for any with respect to each Company Employee Plan that is intended to qualify under pursuant to Section 401(a) of the Code; (C) the current plan documents and summary plan descriptionsincluding all amendments thereto (or in the case of an unwritten Company Employee Plan, or a written description of the material terms of any Employee Plan that is not in writingsuch plan), summary plan descriptions and summaries of material modification; (D) any related trust agreements, insurance contracts, insurance policies or other documents of any funding arrangements; and (E) any notices or other correspondence to or from the IRS or DOL any office or representative of the United States Department of Labor or any similar Governmental Authority relating to any material compliance issues in respect of any such Company Employee Plan. With respect to each International Employee Plan, to the extent applicable, the Company has made available to Parent complete and accurate copies of (x) the most recent annual report or similar compliance documents required to be filed with any Governmental Authority with respect to such plan and (y) any document comparable to the determination letter referenced under clause (B) above issued by a Governmental Authority relating to the satisfaction of Law necessary to obtain the most favorable tax treatment.

Employee Plans. (a) Section 3.17(a3.17(a)(i) and Section 3.17(a)(ii) of the Company Disclosure Letter sets Letter, respectively, set forth a complete and accurate list of each (i) all “employee benefit planplans” (as defined in Section 3(3) of ERISAERISA and as defined under applicable foreign Law), whether or not subject to ERISA, ERISA and (ii) material all other employment, bonus, stock option, stock purchase or other equity-based, benefit, incentive compensation, profit sharing, savings, retirement (including early retirement and supplemental retirement), disability, insurance, vacation, incentive, deferred compensation, consultingsupplemental retirement (including termination indemnities and seniority payments), severance, termination, retention, change of control and other similar fringe, welfare or other employee benefit planplans, programprograms, agreement, contractcontracts, policy policies or binding arrangement arrangements (whether or not in writing and whether currently maintained) maintained or not covering a single individual or group of individuals) sponsored, maintained, contributed to, or required to be contributed to for the benefit of or relating to any current or former employee, non-employee service provider or director of the Company, any of its Subsidiaries or any other trade or business (whether or not incorporated) which would be treated as a single employer with the Company or any of its Subsidiaries under Section 414 of the Code or Section 4001 of ERISA (each, an “ERISA Affiliate”), or any of their dependents or beneficiaries, or with respect to which the Company or any of its Subsidiaries has or may have any material liability current Liability (including contingent liability (clauses (i) and (ii), collectively, together the “Employee Plans”). With respect to each Employee Plan other than an Employee Plan that is maintained in any non-U.S. jurisdiction (together, the “International Employee Plans”)Plan, to the extent applicable the Company has made available to Parent Newco complete and accurate copies of (A) the most recent annual report on Form 5500 required to have been filed with the IRS for each Employee Plan, including all schedules thereto; (B) the most recent determination letter, if any, from the IRS for any Employee Plan that is intended to qualify under Section 401(a) of the Code; (C) the current plan documents and summary plan descriptions, or a written description of the terms of any Employee Plan that is not in writing; (D) any related trust agreements, insurance contracts, insurance policies or other documents of any funding arrangements; and (E) any notices to or from the IRS or any office or representative of the DOL or any similar Governmental Authority relating to any material compliance issues in respect of any such Employee Plan. With ; and (F) with respect to each material Employee Plan that is maintained in any non-U.S. jurisdiction (the “International Employee PlanPlans”), to the extent applicable, the Company has made available to Parent complete and accurate copies of (x) the most recent annual report or similar compliance documents required to be filed with any Governmental Authority with respect to such plan and (y) any document comparable to the determination letter referenced reference under clause (B) above issued by a Governmental Authority relating to the satisfaction of Law necessary to obtain the most favorable tax treatment.

Employee Plans. (a) Section 3.17(a) of the Company Disclosure Letter sets forth a complete and accurate list of each (i) “employee benefit plan” (as defined in Section 3(3) of ERISA), whether or not subject to ERISA, and (ii) material employment, bonus, stock option, stock purchase or other equity-based, benefit, based incentive compensation, profit sharing, savings, retirement, disability, vacation, deferred compensation, consulting, severance, termination, retention, change of control and other similar fringe, welfare or other employee benefit plan, program, agreement, contract, policy or binding arrangement (whether or not in writing and whether or not covering a single individual or group of individuals) sponsored, maintained, contributed to, or required to be contributed to for the benefit of any current or former employee, non-employee service provider or director of the Company, any of its Subsidiaries or any other trade or business (whether or not incorporated) which would be treated as a single employer with the Company or any of its Subsidiaries under Section 414 of the Code or Section 4001 of ERISA (each, an “ERISA Affiliate”), or any of their dependents or beneficiaries, or with respect to which the Company or any of its Subsidiaries has any material liability (including contingent liability (clauses (i) and (ii), collectively, the “Employee Plans”), except for those Employee Plans mandated by applicable Law. With respect to each Employee Plan other than an Employee Plan that is maintained in any non-U.S. jurisdiction (together, the “International Employee Plans”), to the extent applicable the Company has made available to Parent complete and accurate copies of (A) the most recent annual report on Form 5500 required to have been filed with the IRS for each Employee Plan, including all schedules thereto; (B) the most recent determination letter, if any, from the IRS for any Employee Plan that is intended to qualify under Section 401(a) of the Code; (C) the current plan documents and summary plan descriptions, or a written description of the terms of any Employee Plan that is not in writing; (D) any related trust agreements, insurance contracts, insurance policies or other documents of any funding arrangements; and (E) any notices to or from the IRS or DOL relating to any material compliance issues in respect of any such Employee Plan. With respect to each International Employee Plan, to the extent applicable, the Company has made available to Parent complete and accurate copies of (x) the most recent annual report or similar compliance documents required to be filed with any Governmental Authority with respect to such plan and (y) any document comparable to the determination letter referenced under clause (B) above issued by a Governmental Authority relating to the satisfaction of Law necessary to obtain the most favorable tax treatment.

Employee Plans. (a) Section 3.17(a3.20(a) of the Company Disclosure Letter sets forth a true, correct and complete and accurate list of each all material Employee Plans. For purposes of this Agreement, the term “Employee Plans” means (i) all “employee benefit planplans” (as defined in within the meaning of Section 3(3) of ERISA), whether or not subject to ERISA, including multiemployer plans within the meaning of Section 3(37) of ERISA; and (ii) material all other employment, bonus, stock option, stock purchase or other equity-based, benefit, incentive compensation, profit sharing, savings, retirement, disability, insurance, vacation, deferred compensation, consulting, severance, termination, retention, change of control control, employee loan, and other similar fringe, welfare or other compensation or employee benefit planplans, programprograms, agreementagreements, contractcontracts, policy policies or binding arrangement arrangements (whether or not in writing and whether or not covering a single individual or group of individualswriting) (A) that are sponsored, maintained, maintained or contributed to, to (or required to be contributed to to) for the benefit of any current or former employee, non-employee service provider director or director independent contractor of the Company, any of its Subsidiaries or any other trade or business (whether or not incorporated) which that would be treated as a single employer with the Company or any of its Subsidiaries under pursuant to Section 414 of the Code or Section 4001 of ERISA (each, an “ERISA Affiliate”), ; or any of their dependents or beneficiaries, or (B) with respect to which the Company or any of its Subsidiaries has any material liability (including current liability, contingent liability (clauses (i) and (ii)or otherwise, collectivelyin each case, other than any plan, program or arrangement maintained by a Governmental Authority to which the “Employee Plans”)Company or any of its Subsidiaries is required to contribute pursuant to applicable Law. With respect to each material Employee Plan Plan, other than an Employee Plan that is maintained in any non-U.S. jurisdiction (together, the “International Employee Plans”)Plan, to the extent applicable applicable, the Company has made available to Parent Parent, prior to the date of this Agreement, true, correct and complete and accurate copies of (Aor, to the extent no such copy exists, an accurate description thereof, to the extent applicable) (1) the most recent annual report on Form 5500 required to have been filed with the IRS for each Employee Plan, including all schedules theretothereto and any audited financial statements and actuarial valuation reports; (B2) the most recent determination letter, if any, from the IRS for any Employee Plan that is intended to qualify under pursuant to Section 401(a) of the CodeCode or, if such Employee Plan is a prototype plan, the opinion or notification letter which covers each such Employee Plan, if applicable; (C3) the current plan documents documents, including all amendments thereto, and summary plan descriptions, or a written description descriptions and summaries of the terms of any Employee Plan that is not in writingmaterial modifications; (D4) any related trust agreements, insurance contracts, insurance policies or other documents of any funding arrangements; and (E5) any notices to or from a copy of a Code Section 280G analysis prepared in connection with the IRS or DOL relating to any material compliance issues in respect of any such Employee Plantransactions contemplated by this Agreement. With respect to each material Employee Plan that is maintained in any non-United States jurisdiction or covers any employee residing or working outside the United States (each, an “International Employee Plan”), to the extent applicable, the Company has made used commercially reasonable efforts to make available to Parent Parent, prior to the date hereof, true, correct and complete and accurate copies of (xa) the most recent annual report or similar compliance documents required to be filed with any Governmental Authority with respect to such plan and plan; (yb) any document comparable to the determination letter referenced under pursuant to clause (B2) above issued by a Governmental Authority relating to the satisfaction of Law necessary to obtain the most favorable tax treatment, (c) the plan documents, including all amendments thereto, and any legally required summaries thereof; and (d) any related trust agreements, insurance contracts, insurance policies or other documents of any funding arrangements. To the extent that the Company has not made available to Parent any of the documents relating to International Employee Plans set forth in this 3.20(a) prior to the date hereof, the Company will make such documents available to Parent not later than 10 Business Days after the date hereof.

Employee Plans. (a) Section 3.17(aSchedule 3.18(a) of the Company Disclosure Letter sets forth a complete and accurate list of each (i) “employee benefit plan” (as defined in Section 3(3) of ERISA), whether or not subject to ERISA, and (ii) material employment, bonus, stock option, stock purchase or other equity-based, benefit, incentive compensation, profit sharing, savings, retirement, disability, vacation, deferred compensation, consulting, severance, termination, retention, change of control and other similar fringe, welfare or other employee benefit plan, program, agreement, contract, policy or binding arrangement (whether or not in writing and whether or not covering a single individual or group of individuals) all Employee Plans sponsored, maintained, contributed to, to (or required to be contributed to for the benefit of any current or former employee, non-employee service provider or director of the Company, any of its Subsidiaries or any other trade or business (whether or not incorporatedto) which would be treated as a single employer with by the Company or any of its Subsidiaries under Section 414 of the Code or Section 4001 of ERISA (each, an “ERISA Affiliate”)Related Entity, or any of their dependents or beneficiaries, or with respect to under which the Company or any of its Subsidiaries Related Entity has any material obligation or liability (including any contingent liability and/or in connection with Section 4069 or Section 4212(c) of ERISA) with respect to current and former members, partners, shareholders, managers, directors, officers, employees, consultants or independent contractors, or any spouse, dependent, or beneficiary thereof (clauses each a Company Plan the Company has provided to Purchaser accurate and complete copies of each of the following (to the extent applicable): (i) the plan document and all amendments or, if the plan has not been reduced to writing, a summary of all material terms; (ii)) the related trust document and/or documents related to any other related funding, collectively, the “Employee Plans”). With respect to each Employee Plan other than an Employee Plan that is maintained in any non-U.S. jurisdiction insurance or administrative arrangements; (together, the “International Employee Plans”), to the extent applicable the Company has made available to Parent complete and accurate copies of (Aiii) the most recent annual report on Form 5500 required summary plan description, any and all summaries of material modification, and other material communications provided to have been filed with the IRS for each Employee participants related to a Company Plan, including all schedules thereto; (Biv) the most recent determination letter, if any, letter or opinion letter from the IRS for IRS; and (v) the most recent nondiscrimination, minimum participation, excess contribution and top-heavy testing results. (b) Each Company Plan has been established, documented, funded, and administered in all material respects in accordance with its terms and in all material respects with all applicable Laws. No Company Plan is subject to any Employee Plan that is intended to qualify under Section 401(a) applicable Law other than the federal, state and local Laws of the Code; United States. All amounts (Ci) required to be paid or accrued by the current plan documents Company in connection with any funded Company Plan have been timely paid or accrued, as applicable, (ii) required to have been remitted by the Company in connection with any insured Company Plan have been timely remitted and summary plan descriptions, or a written description of the terms of (iii) related to any Employee Company Plan that is not in writing; funded GAAP. (Dc) any related trust agreements, insurance contracts, insurance policies or other documents of any funding arrangements; and (E) any notices to or from the IRS or DOL relating to any material compliance issues in respect of any such Employee Plan. With respect to each International Employee Plan, to the extent applicable, Neither the Company has made available nor any Related Entity has, within the last six (6) years, maintained, sponsored, contributed to Parent complete and accurate copies of (x) the most recent annual report or similar compliance documents been required to be filed contribute to), or had any obligation or liability (including any contingent liability and/or in connection with any Governmental Authority Section 4069 or Section 4212(c) of ERISA) with respect to, any Employee Plan subject to such plan and (y) any document comparable to the determination letter referenced under clause (B) above issued by a Governmental Authority relating to the satisfaction Title IV of Law necessary to obtain the most favorable tax treatment.ERISA,

Employee Plans. (a) Section 3.17(a) of the Company Disclosure Letter sets forth a complete and accurate list of each (i) “employee benefit plan” (as defined in Section 3(3) of ERISA), whether or not subject to ERISA, and (ii) material employment, bonus, stock option, stock purchase or other equity-based, benefit, incentive compensation, profit sharing, savings, retirement, disability, vacation, deferred compensation, consulting, severance, termination, retention, change of control and other similar fringe, welfare or other employee benefit plan, program, agreement, contract, policy or binding arrangement (whether or not in writing and whether or not covering a single individual or group of individuals) sponsored, maintained, contributed to, to or required to be contributed to for the benefit of any current or former employee, non-employee service provider or director of the Company, any of its Subsidiaries or any other trade or business (whether or not incorporated) which would be treated as a single employer with the Company or any of its Subsidiaries under Section 414 of the Code or Section 4001 of ERISA (each, an “ERISA Affiliate”), or any of their dependents or beneficiaries, or with respect to which the Company or any of its Subsidiaries currently has or could have any material liability (including contingent liability (clauses (i) and (iiliability), collectively, other than governmentally administered plans and plans mandated by applicable Law (together the “Employee Plans”). With respect to each Employee Plan other than an Employee Plan that is maintained in any non-U.S. jurisdiction (together, the “International Employee Plans”), to the extent applicable the Company has made available Made Available to Parent complete and accurate copies of of: (A) the three (3) most recent recently filed annual report reports on Form 5500 required to have been filed with the IRS for each Employee Plan, including all schedules thereto; (B) the most recent determination or opinion letter, if any, from the IRS for any Employee Plan that is intended to qualify under Section 401(a) of the Code; (C) the current plan documents and summary plan descriptions, or a written description of the terms of any Employee Plan that is not in writing; (D) any related trust agreements, insurance contracts, insurance policies or other documents of any funding arrangements; and (E) any notices or other communications to or from the IRS or DOL relating to any material compliance issues in respect of any such Employee Plan. With respect to each International Employee Plan, to the extent applicable, the Company has made available Made Available to Parent complete and accurate copies of (x) the most recent annual report or similar compliance documents required to be filed with any Governmental Authority with respect to such plan and (y) any document comparable to the determination letter referenced under clause (B) above issued by a Governmental Authority relating to the satisfaction of Law necessary to obtain the most favorable tax treatment.

Employee Plans. (aSection 0(i) and Section 3.17(a0(ii) of the Company Disclosure Letter sets Letter, respectively, set forth a complete and accurate list of each (i) all U.S. “employee benefit planplans” (as defined in Section 3(3) of ERISA), whether or not subject to ERISA, ERISA and (ii) all other U.S. material employment, bonus, stock option, stock purchase or other equity-based, benefit, incentive compensation, profit sharing, savings, retirement (including early retirement and supplemental retirement), disability, insurance, vacation, incentive, deferred compensation, consultingsupplemental retirement (including termination indemnities and seniority payments), severance, termination, retention, change of control and other similar fringe, welfare or other employee benefit planplans, programprograms, agreement, contractcontracts, policy policies or binding arrangement arrangements (whether or not in writing and whether writing) currently maintained or not covering a single individual or group of individuals) sponsored, maintained, contributed to, or required to be contributed to for the benefit of or relating to any current or former employee, non-employee service provider or director of the Company, any of its Subsidiaries or any other trade or business (whether or not incorporated) which would be treated as a single employer with the Company or any of its Subsidiaries under Section 414 of the Code or Section 4001 of ERISA (each, an “ERISA Affiliate”), or any of their dependents or beneficiaries, or with respect to which the Company or any of its Subsidiaries has any current material liability Liability (including contingent liability (clauses (i) and (ii), collectively, together the “Employee Plans”). With respect to each Employee Plan other than an Employee Plan that is maintained in any non-U.S. jurisdiction (together, the “International Employee Plans”)Plan, to the extent applicable the Company has made available to Parent Newco complete and accurate copies of (A) the most recent annual report on Form 5500 required to have been filed with the IRS for each Employee Plan, including all schedules thereto; (B) the most recent determination letter, if any, from the IRS for any Employee Plan that is intended to qualify under Section 401(a) of the Code; (C) the current plan documents documents, any amendments thereto and summary plan descriptions, or a written description of the terms of any Employee Plan that is not in writing; (D) any related trust agreements, funding agreements, insurance contracts, insurance policies or other documents of any funding arrangements; and (E) any notices to or from the IRS or any office or representative of the DOL or any similar Governmental Authority relating to any material compliance issues in respect of any such Employee Plan. With respect to each International Employee Plan, to the extent applicable, the Company has made available to Parent complete and accurate copies of (x) the most recent annual report or similar compliance documents required to be filed with any Governmental Authority with respect to such plan and (y) any document comparable to the determination letter referenced under clause (B) above issued by a Governmental Authority relating to the satisfaction of Law necessary to obtain the most favorable tax treatment.

Employee Plans. (a) Section 3.17(a3.13(a) of the Company Disclosure Letter Schedules sets forth a true and complete and accurate list of each (i) all “employee benefit planplans” (as defined in Section 3(3) of ERISA), whether or not subject to ERISA, and (ii) material all other equity, stock purchase, stock incentive, severance, employment, change-in-control, employee stock ownership, savings, severance, supplemental unemployment, layoff, salary continuation, retirement, pension, health, life insurance, dental, disability, accident, group insurance, vacation, holiday, sick leave, parenting, sabbatical, fringe benefit, bonus, stock option, stock purchase or other equity-based, benefit, incentive compensation, profit sharing, savings, retirement, disability, vacationincentive, deferred compensation, consulting, severance, termination, retention, change of control and other compensation or similar fringe, welfare or other employee benefit plan, program, agreementpractice, commitment, contract, policy agreement or understanding, and any trust, escrow, insurance contract or other agreement related thereto, other than standard offer letters which provide for no more than at-will employment (and do not include any obligations or payments payable by the Company upon termination of such individual’s employment) and copies of which have been previously provided to Parent (including any funding mechanism therefor now in effect or required in the future as a result of the transactions contemplated by this Agreement or otherwise), in each case, whether formal or informal, oral or written, legally binding arrangement (whether or not in writing and whether or not covering a single individual or group of individuals) not, which is sponsored, maintained, contributed to, to or required to be contributed to for by the benefit Company and/or any of its Subsidiaries or ERISA Affiliates under which (i) any current or former employee, non-employee service provider officer, director, consultant or director independent contractor of the Company, any of its Subsidiaries or any other trade or business (whether or not incorporated) which would be treated as a single employer with the Company or any of its Subsidiaries or ERISA Affiliates had, has or may have any present or future right to benefits or (ii) under Section 414 of the Code or Section 4001 of ERISA (each, an “ERISA Affiliate”), or any of their dependents or beneficiaries, or with respect to which the Company or any of its Subsidiaries Subsidiary or ERISA Affiliate has or may have any material present or future liability (including contingent liability (clauses (i) and (ii), collectively, the “”Company Employee Plans”). With respect to each Employee Plan other than an Employee Plan that is maintained in any non-U.S. jurisdiction (together, the “International Company Employee Plans”), to the extent applicable the Company has made available to Parent complete and accurate copies of (A) the most recent annual report except as set forth on Form 5500 required to have been filed with the IRS for each Employee Plan, including all schedules thereto; (B) the most recent determination letter, if any, from the IRS for any Employee Plan that is intended to qualify under Section 401(a3.13(a) of the Code; (C) the current plan documents and summary plan descriptions, or a written description of the terms of any Employee Plan that is not in writing; (D) any related trust agreements, insurance contracts, insurance policies or other documents of any funding arrangements; and (E) any notices to or from the IRS or DOL relating to any material compliance issues in respect of any such Employee Plan. With respect to each International Employee Plan, to the extent applicable, the Company has made available to Parent complete and accurate copies of (x) the most recent annual report or similar compliance documents required to be filed with any Governmental Authority with respect to such plan and (y) any document comparable to the determination letter referenced under clause (B) above issued by a Governmental Authority relating to the satisfaction of Law necessary to obtain the most favorable tax treatment.Schedule:

Employee Plans. (a) Section 3.17(a3.16(a) of the Company Disclosure Letter Schedule sets forth a true, correct and complete and accurate list of each (i) “all "employee benefit plan” plans" (as defined in Section 3(3) of ERISA), whether or not subject to ERISA, ; and (ii) all other material employment, bonus, stock optionbenefit, stock purchase incentive (or other equity-based, benefit, incentive based or long-term incentive) compensation, profit sharing, savings, retirement, disability, insurance, employee loan, vacation, deferred compensation, individual consulting, severance, termination, retention, change of in control compensation and other similar material fringe, welfare or other employee benefit planplans, programprograms, agreement, contractcontracts, policy policies or binding arrangement arrangements (whether or not in writing and whether writing) maintained or not covering a single individual or group of individuals) sponsored, maintained, contributed to, or required to be contributed to for the benefit of any current or former employee, non-employee service provider individual independent contractor, officer or director of the Company, any of its Subsidiaries or any other trade or business (whether or not incorporated) which would be treated as a single employer with the Company or any of its Subsidiaries under Section 414 of the Code or Section 4001 of ERISA (each, an “ERISA Affiliate”), or any of their dependents or beneficiaries, or Acquired Companies and with respect to which the Company or any of its Subsidiaries has any material liability (including contingent liability (clauses both (i) and (ii)) for which the Acquired Companies have any current material liability, contingent or otherwise (other than liabilities arising in connection with repurchase of equity of Seller from former employees and other service providers of the Acquired Companies prior to the Closing) (collectively, the “"Employee Plans”"). With respect to each material Employee Plan other than an Employee Plan that is maintained in any non-U.S. jurisdiction (together, the “International Employee Plans”)Plan, to the extent applicable applicable, the Company has made available to Parent the Purchaser true, correct and complete and accurate copies of (A) the most recent annual report on Form 5500 required to have been filed with the IRS for each Employee Plan, including all schedules thereto; (B) the most recent determination or opinion letter, if any, from the IRS for any Employee Plan that is intended to qualify under pursuant to Section 401(a) of the Code; (C) the Employee Plans and related current plan documents and (including any current summary plan descriptions, or a written description of the terms of any Employee Plan that is not in writing); (D) any related trust agreements, insurance contracts, insurance policies or other documents Contracts of any funding arrangements; and (E) any notices to or from the IRS or DOL any office or representative of the United States Department of Labor or any similar Governmental Authority relating to any material compliance issues in respect of any such Employee Plan. With Plan during the past three years; and (F) with respect to each material Employee Plan that is maintained in any non-United States jurisdiction primarily for the benefit of any employee of the Acquired Companies whose principal work location is outside of the United States (the "International Employee PlanPlans"), to the extent applicable and in addition to any documents required by (A) – (E) of this Section 3.16(a), if applicable, the Company has made available to Parent complete and accurate copies of (x1) the most recent annual report or similar compliance documents required to be filed with any Governmental Authority with respect to such plan plan; and (y2) any document comparable to the determination letter referenced under pursuant to clause (B) above issued by a Governmental Authority relating to the satisfaction of Law law necessary to obtain the most favorable tax Tax treatment.

Employee Plans. (a) Section 3.17(a3.18(a) of the Company Disclosure Letter sets forth a true, correct and complete and accurate list of each all material Employee Plans. For purposes of this Agreement, the term “Employee Plans” means (i) all “employee benefit planplans” (as defined in within the meaning of Section 3(3) of ERISA), whether or not subject to ERISA, including multiemployer plans within the meaning of Section 3(37) of ERISA; and (ii) material all other employment, bonus, stock option, stock purchase or other equity-based, benefit, incentive compensation, profit sharing, savings, retirement, disability, insurance, vacation, deferred compensation, consulting, severance, termination, retention, change of control control, employee loan, and other similar fringe, welfare or other compensation or employee benefit planplans, programprograms, agreementagreements, contractcontracts, policy policies or binding arrangement arrangements (whether or not in writing and whether or not covering a single individual or group of individualswriting) (A) that are sponsored, maintained, maintained or contributed to, to (or required to be contributed to to) for the benefit of any current or former employee, non-employee service provider director or director independent contractor of the Company, any of its Subsidiaries or any other trade or business (whether or not incorporated) which that would be treated as a single employer with the Company or any of its Subsidiaries under pursuant to Section 414 of the Code or Section 4001 of ERISA (each, an “ERISA Affiliate”), ; or any of their dependents or beneficiaries, or (B) with respect to which the Company or any of its Subsidiaries has any material liability (including current liability, contingent liability (clauses (i) and (ii)or otherwise, collectivelyin each case, other than any plan, program or arrangement maintained by a Governmental Authority to which the “Employee Plans”)Company or any of its Subsidiaries is required to contribute pursuant to applicable Law. With respect to each material Employee Plan Plan, other than an Employee Plan that is maintained in any non-U.S. jurisdiction (together, the “a material International Employee Plans”)Plan, to the extent applicable applicable, the Company has made available to Parent true, correct and complete and accurate copies of (Aor, to the extent no such copy exists, an accurate description thereof, to the extent applicable) (1) the most recent annual report on Form 5500 required to have been filed with the IRS for each such Employee Plan, including all schedules theretothereto and any audited financial statements and actuarial valuation reports; (B2) the most recent determination letter, if any, from the IRS for any such Employee Plan that is intended to qualify under pursuant to Section 401(a) of the CodeCode or, if such Employee Plan is a prototype plan, the opinion or notification letter which covers each such Employee Plan, if applicable; (C3) the current plan documents documents, including all amendments thereto, and summary plan descriptions, or a written description descriptions and summaries of the terms of any Employee Plan that is not in writingmaterial modifications; (D4) any related trust agreements, insurance contracts, insurance policies or other documents of any funding arrangements; and (E5) any notices to or from the IRS or DOL any office or representative of the United States Department of Labor or any similar Governmental Authority relating to any material compliance issues in respect of any such Employee Plan; and (6) to the extent available, copies of any Code Section 280G calculations prepared (whether or not final) with respect to any employee, director or independent contractor of the Company or any of its Subsidiaries in connection with the transactions contemplated by this Agreement (together with the underlying documentation on which such calculations were based). With respect to each material Employee Plan that is maintained in any non-United States jurisdiction or covers any employee residing or working outside the United States (each, whether or not material, an “International Employee Plan”), to the extent applicable, the Company has made available to Parent true, correct and complete and accurate copies of (xa) the most recent annual report or similar compliance documents required to be filed with any Governmental Authority with respect to such plan and plan; (yb) any document comparable to the determination letter referenced under pursuant to clause (B2) above issued by a Governmental Authority relating to the satisfaction of Law necessary to obtain the most favorable tax treatment, (c) the plan documents, including all amendments thereto, and any legally required summaries thereof; (d) any related trust agreements, insurance contracts, insurance policies or other documents of any funding arrangements; and (e) any notices to or from any Governmental Authority relating to any material compliance issues in respect of any such International Employee Plan.

Employee Plans. (a) Section 3.17(a3.17(a)(i) and Section 3.17(a)(ii) of the Company Disclosure Letter sets Letter, respectively, set forth a complete and accurate list of each material (i) “employee benefit plan” (as defined in Section 3(3) of ERISA), whether or not subject to ERISA, ERISA and (ii) material other employment, bonus, stock option, stock purchase or other equity-based, benefit, incentive compensation, profit sharing, savings, retirement (including early retirement and supplemental retirement), disability, insurance, vacation, incentive, deferred compensation, consultingsupplemental retirement (including termination indemnities and seniority payments), severance, termination, retention, change of control and other similar fringe, welfare or other employee benefit planplans, programprograms, agreement, contractcontracts, policy policies or binding arrangement arrangements (whether or not in writing and whether currently maintained) maintained or not covering a single individual or group of individuals) sponsored, maintained, contributed to, or required to be contributed to for the benefit of to any current or former employee, non-employee service provider or director of the Company, any of its Subsidiaries or any other trade or business (whether or not incorporated) which would be treated as a single employer with the Company or any of its Subsidiaries under Section 414 of the Code or Section 4001 of ERISA (each, an “ERISA Affiliate”), or any of their dependents or beneficiaries, or with respect to which the Company or any of its Subsidiaries has any current material liability Liability (including contingent liability (clauses (i) and (ii), collectively, the “Employee Plans”). With respect to each Employee Plan other than an Employee Plan that is maintained in any non-U.S. jurisdiction (together, the “International Employee Plans”)Plan, to the extent applicable the Company has made available to Parent complete and accurate copies of (A) the three most recent annual report on Form 5500 required to have been filed with the IRS for each Employee Plan, including all schedules thereto; (B) the most recent determination letter, if any, from the IRS for any Employee Plan that is intended to qualify under Section 401(a) of the Code; (C) the current plan documents and summary plan descriptions, or a written description of the terms of any Employee Plan that is not in writing; (D) any related trust agreements, insurance contracts, insurance policies or other documents of any funding arrangements; and (E) any notices to or from the IRS or any office or representative of the DOL or any similar Governmental Authority relating to any material compliance issues in respect of any such Employee Plan. With ; and (F) with respect to each material Employee Plan that is maintained in any non-U.S. jurisdiction (the “International Employee PlanPlans”), to the extent applicable, the Company has made available to Parent complete and accurate copies of (x) the most recent annual report or similar compliance documents required to be filed with any Governmental Authority with respect to such plan and (y) any document comparable to the determination letter referenced reference under clause (B) above issued by a Governmental Authority relating to the satisfaction of Law necessary to obtain the most favorable tax treatment.

Employee Plans. (a) Section 3.17(a3.19(a) of the Company Disclosure Letter sets forth contains a true, complete and accurate correct list of each all material Employee Plans. “Employee Plans” means (i) all “employee benefit planplans” (as defined in Section 3(3) of ERISA), whether or not subject to ERISA, ; and (ii) material all other employment/service, bonus, stock option, stock purchase or other equity-based, benefit, incentive compensation, profit sharing, supplemental income, savings, retirement, disability, insurance, vacation, deferred compensation, consulting, severance, termination, retention, change of control control, employee loan plan and other similar fringe, welfare or other employee benefit planplans, programprograms, agreement, contractContracts, policy policies or binding arrangement arrangements (whether or not in writing and whether or not covering a single individual or group of individualswriting) sponsored, maintained, sponsored or contributed to, or required that is obligated to be maintained, sponsored or contributed to to, for the benefit of any current or former employee, non-employee director or other individual service provider (or director his or her spouse, domestic partner, dependent or beneficiary) of the Company, any of its Subsidiaries or any other trade or business (whether or not incorporated) which that would be treated as a single employer with the Company or any of its Subsidiaries under pursuant to Section 414 of the Code or Section 4001 of ERISA (each, an “ERISA Affiliate”), or any of their dependents or beneficiaries, ) or with respect to which the Company or Company, any of its Subsidiaries or any ERISA Affiliate has or may have any material liability (including liability, contingent liability (clauses (ior otherwise. In the case of an Employee Plan funded through a trust described in Section 401(a) and (ii)of the Code or an organization described in Section 501(c)(9) of the Code, collectivelyor any other funding vehicle, the “each reference to such Employee Plans”)Plan shall include a reference to such trust, organization or other vehicle. With respect to each material Employee Plan other than an Employee Plan that is maintained in any non-U.S. jurisdiction (together, the “International Employee Plans”), to the extent applicable the Company has made available to Parent complete and accurate copies of (A) the most recent annual report on Form 5500 required to have been filed with the IRS for each Employee Plan, including all schedules thereto; (B) the most recent determination letter, if any, from the IRS for any Employee Plan that is intended to qualify under be set forth on Section 401(a3.19(a) of the Code; (C) the current plan documents and summary plan descriptions, or a written description of the terms of any Employee Plan that is not in writing; (D) any related trust agreements, insurance contracts, insurance policies or other documents of any funding arrangements; and (E) any notices to or from the IRS or DOL relating to any material compliance issues in respect of any such Employee Plan. With respect to each International Employee PlanCompany Disclosure Letter, to the extent applicable, the Company has made available to Parent a true, complete and accurate copies correct copy of (xA) the current plan documents and the most recent summary plan descriptions, and all modifications thereto; (B) any related trust agreements, insurance Contracts, insurance policies or other documents of any funding arrangements; (C) the most recent annual report IRS determination or similar compliance documents required to be opinion letter; (D) the most recently filed with any Governmental Authority with respect to such plan IRS Form 5500; (E) the most recent actuarial valuation report; and (yF) any document comparable notices to or from the determination letter referenced under clause (B) above issued by a IRS or any office or representative of the United States Department of Labor or any similar Governmental Authority relating to the satisfaction any non-routine compliance issues in respect of Law necessary to obtain the most favorable tax treatmentany such Employee Plan for which a material liability remains outstanding.

Employee Plans. (a) Section 3.17(a3.18(a) of the Company Disclosure Letter sets forth a true, correct and complete and accurate list list, as of each the date hereof, of all material Employee Plans. For purposes of this Agreement, “Employee Plan” shall mean (collectively) (i) all “employee benefit planplans” (as defined in Section 3(3) of ERISA), whether or not subject to ERISA, ; and (ii) all other material employment, natural person consultant or other service, bonus, stock option, stock purchase or other equity-based, benefit, incentive compensation, profit sharing, savings, retirement, disability, insurance, vacation, deferred compensation, consulting, severance, termination, retention, change of in control compensation and other similar material fringe, welfare or other employee benefit planplans, programprograms, agreement, contractcontracts, policy policies or binding arrangement arrangements (whether or not in writing and whether writing) (x) sponsored, maintained or not covering a single individual contributed to (or group required to be contributed to) by any member of individualsthe Company Group; (y) sponsored, maintained, or contributed to, to (or required to be contributed to for the benefit of any current or former employee, non-employee service provider or director of the Company, any of its Subsidiaries or to) any other trade or business (whether or not incorporated) which that would be treated as a single employer with the Company or any of its Subsidiaries under Group pursuant to Section 414 of the Code or Section 4001 of ERISA (each, an “ERISA Affiliate”), ; or any of their dependents or beneficiaries, or (z) otherwise with respect to which the Company or any of its Subsidiaries Group has any material liability (including current liability, contingent liability (clauses (i) and (ii), collectively, the “Employee Plans”)or otherwise. With respect to each material Employee Plan other than an Employee Plan that is maintained in any non-U.S. jurisdiction (together, the “International Employee Plans”)Plan, to the extent applicable applicable, the Company has made available to the Parent Entities true, correct and complete and accurate copies of (A) the most recent annual report on Form 5500 required to have been filed with the IRS for each Employee Plan, including all schedules thereto; (B) the most recent determination or opinion letter, if any, from the IRS for any Employee Plan that is intended to qualify under pursuant to Section 401(a) of the Code; (C) the current plan documents and summary plan descriptions, or a written description of the terms of any Employee Plan that is not in writing; (D) any related trust agreements, insurance contracts, insurance policies or other documents Contracts of any funding arrangements; and (E) any notices to or from the IRS or DOL any office or representative of the United States Department of Labor or any similar Governmental Authority relating to any material compliance issues in respect of any such Employee Plan. With Plan during the past three years; and (F) with respect to each material Employee Plan that is maintained in any non-United States jurisdiction primarily for the benefit of any employee of the Company Group whose principal work location is outside of the United States (the “International Employee PlanPlans”), to the extent applicable, the Company has made available to Parent complete and accurate copies of (x1) the most recent annual report or similar compliance documents required to be filed with any Governmental Authority with respect to such plan plan; and (y2) any document comparable to the determination letter referenced under pursuant to clause (B) above issued by a Governmental Authority relating to the satisfaction of Law law necessary to obtain the most favorable tax Tax treatment.

Employee Plans. (a) Section 3.17(a3.18(a) of the Company Disclosure Letter sets forth a true, correct and complete and accurate list of each all material Employee Plans. For purposes of this agreement, “Employee Plans” means: (i) all “employee benefit planplans” (as defined in Section 3(3) of ERISA), whether or not subject to ERISA, ; and (ii) material all other employment, bonus, phantom stock, restricted stock, stock appreciation right, stock option, stock purchase or other equity-based, benefit, incentive compensation, profit sharing, savings, retirement, disability, insurance, vacation, deferred compensation, consulting, severance, termination, retention, change of control and other similar control, fringe, welfare or other employee material benefit planor compensation plans, programprograms, agreementagreements, contractContracts, policy policies or binding arrangement arrangements (whether or not in writing and whether or not covering a single individual or group of individualswriting) sponsored, maintained, sponsored or contributed to, to or required to be contributed to for the benefit of any current or former employee, non-employee service provider or director of by the Company, any of its Subsidiaries or any other trade or business (whether or not incorporated) which that at any relevant time would be treated as a single employer with the Company or any of its Subsidiaries under pursuant to Section 414 of the Code or Section 4001 of ERISA (each, an “ERISA Affiliate”), ) or any of their dependents or beneficiaries, under or with respect to which the Company or any of its Subsidiaries has any material liability (including liability, contingent liability (clauses (i) and (ii), collectively, the “Employee Plans”)or otherwise. With respect to each Employee Plan other than an Employee Plan that is maintained in any non-U.S. jurisdiction (together, the “International Employee Plans”)Plan, to the extent applicable applicable, the Company has made available to Parent true, correct and complete and accurate copies of (A1) the most recent annual report on Form 5500 required to have been filed with the IRS for each Employee Plan, including all schedules thereto; (B2) the most recent determination letter, if any, from the IRS for any Employee Plan that is intended to qualify under pursuant to Section 401(a) of the Code; (C3) the current plan documents and summary plan descriptions, or a written description of the terms of any Employee Plan that is not in writing; (D4) any related trust agreements, insurance contracts, insurance policies or other documents of any funding arrangements; and (E5) any notices to or from the IRS or DOL any office or representative of the United States Department of Labor or any similar Governmental Authority relating to any material compliance issues in respect of any such Employee Plan. With ; and (6) with respect to each Employee Plan that is maintained in any non-United States jurisdiction (the “International Employee PlanPlans”), to the extent applicable, the Company has made available to Parent complete and accurate copies of (xA) the most recent annual report or similar compliance documents required to be filed with any Governmental Authority with respect to such plan plan; and (yB) any document comparable to the determination letter referenced under pursuant to clause (B2) above issued by a Governmental Authority relating to the satisfaction of Law necessary to obtain the most favorable tax Tax treatment.

Employee Plans. (a) Section 3.17(a3.18(a) of the Company Disclosure Letter sets forth a true, correct and complete and accurate list list, as of each December 11, 2020, of all material Employee Plans. For purposes of this Agreement, “Employee Plan” shall mean (collectively) (i) all “employee benefit planplans” (as defined in Section 3(3) of ERISA), whether or not subject to ERISA, ; and (ii) all other material employment, natural person consultant or other service, bonus, stock option, stock purchase or other equity-based, benefit, incentive compensation, profit sharing, savings, retirement, disability, insurance, vacation, deferred compensation, consulting, severance, termination, retention, change of in control compensation and other similar material fringe, welfare or other employee benefit planplans, programprograms, agreement, contractcontracts, policy policies or binding arrangement arrangements (whether or not in writing and whether writing) (x) sponsored, maintained or not covering a single individual contributed to (or group required to be contributed to) by any member of individualsthe Company Group; (y) sponsored, maintained, or contributed to, to (or required to be contributed to for the benefit of any current or former employee, non-employee service provider or director of the Company, any of its Subsidiaries or to) any other trade or business (whether or not incorporated) which that would be treated as a single employer with the Company or any of its Subsidiaries under Group pursuant to Section 414 of the Code or Section 4001 of ERISA (each, an “ERISA Affiliate”), ; or any of their dependents or beneficiaries, or (z) otherwise with respect to which the Company or any of its Subsidiaries Group has any material liability (including current liability, contingent liability (clauses (i) and (ii), collectively, the “Employee Plans”)or otherwise. With respect to each material Employee Plan other than an Employee Plan that is maintained in any non-U.S. jurisdiction (together, the “International Employee Plans”)Plan, to the extent applicable applicable, the Company has made available to the Parent Entities true, correct and complete and accurate copies of (A) the most recent annual report on Form 5500 required to have been filed with the IRS for each Employee Plan, including all schedules thereto; (B) the most recent determination or opinion letter, if any, from the IRS for any Employee Plan that is intended to qualify under pursuant to Section 401(a) of the Code; (C) the current plan documents and summary plan descriptions, or a written description of the terms of any Employee Plan that is not in writing; (D) any related trust agreements, insurance contracts, insurance policies or other documents Contracts of any funding arrangements; and (E) any notices to or from the IRS or DOL any office or representative of the United States Department of Labor or any similar Governmental Authority relating to any material compliance issues in respect of any such Employee Plan. With Plan during the past three years; and (F) with respect to each material Employee Plan that is maintained in any non-United States jurisdiction primarily for the benefit of any employee of the Company Group whose principal work location is outside of the United States (the “International Employee PlanPlans”), to the extent applicable, the Company has made available to Parent complete and accurate copies of (x1) the most recent annual report or similar compliance documents required to be filed with any Governmental Authority with respect to such plan plan; and (y2) any document comparable to the determination letter referenced under pursuant to clause (B) above issued by a Governmental Authority relating to the satisfaction of Law law necessary to obtain the most favorable tax Tax treatment.

Employee Plans. (a) Section 3.17(a4.17(a) of the Company Disclosure Letter sets forth a complete and accurate list of each material (i) “employee benefit plan” (as defined in Section 3(3) of ERISA), whether or not subject to ERISA, and (ii) material employment, bonus, stock option, stock purchase or other equity-based, benefit, incentive compensation, profit sharing, savings, retirement, disability, vacation, deferred compensation, consulting, severance, termination, retention, change of control and other similar fringe, welfare or other employee benefit plan, program, agreement, contract, policy or binding arrangement (whether or not in writing and whether or not covering a single individual or a group of individuals) sponsored, maintained, contributed to, or required to be contributed to for the benefit of any current or former employee, non-employee service provider officer, director or director independent contractor of the Company, any of its Subsidiaries or any other trade or business (whether or not incorporated) which would be treated as a single employer with the Company or any of its Subsidiaries under Section 414 of the Code or Section 4001 of ERISA (each, an “ERISA Affiliate”), or any of their dependents or beneficiaries, or with respect to which the Company or any of its Subsidiaries has any material liability (including contingent liability liability) (clauses (i) and (ii), collectivelytogether, the “Employee Plans”). With respect to each Employee Plan other than an Employee Plan that is maintained in any non-U.S. jurisdiction (together, the “International Employee Plans”), to the extent applicable the Company has made available to Parent complete and accurate copies of (A) the most recent annual report on Form 5500 required to have been filed with the IRS for each Employee Plan, including all schedules thereto; (B) the most recent determination letter, if any, from the IRS for any Employee Plan that is intended to qualify under Section 401(a) of the Code; (C) the current plan documents and summary plan descriptions, or a written description of the terms of any Employee Plan that is not in writing; (D) any related trust agreements, insurance contracts, insurance policies or other documents of any funding arrangements; and (E) any notices to or from the IRS or DOL relating to any material compliance issues in respect of any such Employee Plan. With respect to each International Employee Plan, to the extent applicable, the Company has made available to Parent complete and accurate copies of (x) the most recent annual report or similar compliance documents required to be filed with any Governmental Authority with respect to such plan and (y) any document comparable to the determination letter referenced under clause (B) above of the foregoing sentence issued by a Governmental Authority relating to the satisfaction of Law necessary to obtain the most favorable tax treatment.

Employee Plans. (a) Section 3.17(a4.17(a) of the Company Disclosure Letter sets forth a complete and accurate list of each material (i) “employee benefit plan” (as defined in Section 3(3) of ERISA), whether or not subject to ERISAERISA (provided, that, all “employee benefit plans” subject to ERISA shall be deemed material for purposes of this Agreement) and (ii) material other employment, bonus, stock option, stock purchase or other equity-based, benefit, incentive compensation, profit sharing, savings, retirement, disability, vacation, deferred compensation, consulting, severance, termination, retention, change of control and other similar fringe, welfare or other employee benefit plan, program, agreement, contract, policy or binding arrangement (whether or not in writing and whether writing) maintained or not covering a single individual or group of individuals) sponsored, maintained, contributed to, or required to be contributed to for the benefit of any current or former employee, non-employee service provider or director of the Company, any of its Subsidiaries or any other trade or business (whether or not incorporated) which would be treated as a single employer with the Company or any of its Subsidiaries under Section 414 of the Code or Section 4001 of ERISA (each, an “ERISA Affiliate”), or any of their dependents or beneficiaries, or with respect to which the Company or any of its Subsidiaries has any material liability Liability (including contingent liability (clauses (i) and (ii), collectively, together the “Employee Plans”). With respect to each Employee Plan other than an Employee Plan that is maintained in any non-U.S. jurisdiction (together, the “International Employee Plans”), to the extent applicable the Company has made available to Parent complete and accurate copies of (A) the most recent annual report on Form 5500 required to have been filed with the IRS for each Employee Plan, including all schedules thereto; (B) the most recent determination letter, if any, from the IRS for any Employee Plan that is intended to qualify under Section 401(a) of the Code; (C) the current plan documents and summary plan descriptions, or a written description of the terms of any Employee Plan that is not in writing; (D) any related trust agreements, insurance contracts, insurance policies or other documents of any funding arrangements; and (E) any notices to or from the IRS or DOL relating to any material compliance issues in respect of any such Employee Plan. With respect to each International Employee Plan, to the extent applicable, the Company has made available to Parent complete and accurate copies of (x) the most recent annual report or similar compliance documents required to be filed with any Governmental Authority with respect to such plan and (y) any document comparable to the determination letter referenced under clause (B) above issued by a Governmental Authority relating to the satisfaction of Law necessary to obtain the most favorable tax treatment.

Employee Plans. (a) Section 3.17(a3.18(a) of the Company Disclosure Letter sets forth a true, correct and complete and accurate list list, as of each the date hereof, of (i) all material “employee benefit planplans” (as defined in Section 3(3) of ERISA), whether or not subject to ERISA, ; and (ii) all other material employment, bonus, stock option, stock purchase or other equity-based, benefit, incentive compensation, profit sharing, savings, retirement, disability, insurance, vacation, deferred compensation, consulting, severance, termination, retention, change of control and other similar material fringe, welfare or other employee benefit planplans, programprograms, agreement, contractcontracts, policy policies or binding arrangement arrangements (whether or not in writing and whether writing) maintained or not covering a single individual or group of individuals) sponsored, maintained, contributed to, or required to be contributed to for the benefit of any current or former employee, non-employee service provider or director of the Company, any of its Subsidiaries Company Group or any other trade or business (whether or not incorporated) which that would be treated as a single employer with the Company or any of its Subsidiaries under Group pursuant to Section 414 of the Code or Section 4001 of ERISA (each, an “ERISA Affiliate”), or any of their dependents or beneficiaries, or ) and with respect to which the Company or any of its Subsidiaries Group has any current material liability liability, contingent or otherwise (including contingent liability (clauses (i) and (ii), collectively, the “Employee Plans”). With respect to each Employee Plan other than an Employee Plan that is maintained in any non-U.S. jurisdiction (together, the “International Employee Plans”)Plan, to the extent applicable applicable, the Company has made available to Parent true, correct and complete and accurate copies of (A) the most recent annual report on Form 5500 required to have been filed with the IRS for each Employee Plan, including all schedules thereto; (B) the most recent determination or opinion letter, if any, from the IRS for any Employee Plan that is intended to qualify under pursuant to Section 401(a) of the Code; (C) the current plan documents and summary plan descriptions, or a written description of the terms of any Employee Plan that is not in writing; (D) any related trust agreements, insurance contracts, insurance policies or other documents of any funding arrangements; and (E) any notices to or from the IRS or DOL any office or representative of the United States Department of Labor or any similar Governmental Authority relating to any material compliance issues in respect of any such Employee Plan. With ; and (F) with respect to each material Employee Plan that is maintained in any non-United States jurisdiction (the “International Employee PlanPlans”), to the extent applicable, the Company has made available to Parent complete and accurate copies of (x1) the most recent annual report or similar compliance documents required to be filed with any Governmental Authority with respect to such plan plan; and (y2) any document comparable to the determination letter referenced under pursuant to clause (B) above issued by a Governmental Authority relating to the satisfaction of Law law necessary to obtain the most favorable tax Tax treatment.

Employee Plans. (a) Section 3.17(a4.17(a) of the Company Disclosure Letter sets forth a complete and accurate list of each written and material oral (i) “employee benefit plan” (as defined in Section 3(3) of ERISA), whether or not subject to ERISA, and (ii) material other employment, bonus, stock option, stock purchase or other equity-based, benefit, incentive compensation, profit sharing, savings, retirement, disability, vacation, deferred compensation, consulting, severance, termination, retention, change of control control, medical, dental, health, cafeteria plan, life, accident, or other benefit and other similar fringe, welfare or other employee benefit plan, program, agreement, contract, policy or binding arrangement (whether or not in writing and whether writing) maintained or not covering a single individual or group of individuals) sponsored, maintained, contributed to, or required to be contributed to for the benefit of any current or former employee, non-employee director, contractor or other service provider or director of the Company, any of its Subsidiaries or any other trade or business (whether or not incorporated) which would be treated as a single employer with the Company or any of its Subsidiaries under Section 414 of the Code or Section 4001 of ERISA (each, an “ERISA Affiliate”), or any of their dependents or beneficiaries, or with respect to which the Company or Company, any of its Subsidiaries or any ERISA Affiliates has any material liability Liability (including contingent liability (clauses (i) and (ii), collectively, together the “Employee Plans”). With respect to each Employee Plan other than an Employee Plan that is maintained in any non-U.S. jurisdiction (together, the “International Employee Plans”), to the extent applicable the Company has made available to Parent complete and accurate copies of (A) the most recent annual report on Form 5500 required to have been filed with the IRS for each Employee Plan, including all schedules thereto; (B) the most recent determination letter, if any, from the IRS for any Employee Plan that is intended to qualify under Section 401(a) of the Code; (C) the current plan documents and summary plan descriptions, or a written description of the terms of any Employee Plan that is not in writing; (D) any related trust agreements, insurance contracts, insurance policies or other documents of any funding arrangements; and (E) any notices to or from the IRS or DOL relating to any material compliance issues in respect of any such Employee Plan. With ; and (F) with respect to each International Employee Plan, to the extent applicable, the Company has made available to Parent complete and accurate copies of (x) the most recent annual report or similar compliance documents required to be filed with any Governmental Authority with respect to such plan and (y) any document comparable to the determination letter referenced reference under clause (B) above issued by a Governmental Authority relating to the satisfaction of Law necessary to obtain the most favorable tax treatment.

Employee Plans. (a) Section 3.17(a‎3.18(a) of the Company Disclosure Letter sets forth a true, correct and complete and accurate list as of each the date hereof of all material Employee Plans. For purposes of this agreement, “Employee Plans” means: (i) all “employee benefit planplans” (as defined in Section 3(3) of ERISA), whether or not subject to ERISA, ; and (ii) material all other employment, bonus, phantom stock, restricted stock, restricted stock unit, Company Restricted Stock Unit, Company Option, Company Restricted Stock, stock appreciation right, stock option, stock purchase or other equity-based, benefit, incentive compensation, profit sharing, savings, retirement, disability, insurance, vacation, deferred compensation, consulting, severance, termination, retention, change of control and other similar control, fringe, welfare or other employee material benefit planor compensation plans, programprograms, agreementagreements, contractContracts, policy policies or binding arrangement arrangements (whether or not in writing and whether or not covering a single individual or group of individualswriting) sponsored, maintained, sponsored or contributed to, to or required to be contributed to for the benefit of any current or former employee, non-employee service provider or director of the Company, any of its Subsidiaries or any other trade or business (whether or not incorporated) which would be treated as a single employer with by the Company or any of its Subsidiaries or under Section 414 of the Code or Section 4001 of ERISA (each, an “ERISA Affiliate”), or any of their dependents or beneficiaries, or with respect to which the Company or any of its Subsidiaries has any material liability (including liability, contingent liability (clauses (i) and (ii), collectively, the “Employee Plans”)or otherwise. With respect to each material Employee Plan other than an Employee Plan that is maintained in any non-U.S. jurisdiction (together, the “International Employee Plans”)Plan, to the extent applicable applicable, the Company has made available to Parent true, correct and complete and accurate copies of (A1) the most recent annual report on Form 5500 required to have been filed with the IRS for each Employee Plan, including all schedules thereto; (B2) the most recent determination or opinion letter, if any, from the IRS for any Employee Plan that is intended to qualify under pursuant to Section 401(a) of the Code; (C3) the current plan documents (including all amendments thereto) and summary plan descriptions, or a written description of the terms of any Employee Plan that is not in writing; (D4) any related trust agreements, insurance contracts, insurance policies or other documents of any funding arrangements; and (E5) any notices from the last three years to or from the IRS or DOL any office or representative of the United States Department of Labor or any similar Governmental Authority relating to any material compliance issues in respect of any such Employee Plan. With ; and (6) with respect to each International material Employee PlanPlan that is maintained in any non-United States jurisdiction, to the extent applicable, the Company has made available to Parent complete and accurate copies of (xA) the most recent annual report or similar compliance documents required to be filed with any Governmental Authority with respect to such plan plan; and (yB) any document comparable to the determination letter referenced under pursuant to clause (B2) above issued by a Governmental Authority relating to the satisfaction of Law necessary to obtain the most favorable tax Tax treatment.

Employee Plans. (a) Section 3.17(a3.16(a) of the Company Disclosure Letter sets forth a complete and accurate list of (i) each (iA) “employee benefit plan” (as defined in Section 3(3) of ERISA), whether or not subject to ERISA, and (iiB) material terms of employment, including bonus, commissions, stock option, restricted stock unit, stock purchase or other equity-based, benefit, incentive compensation, profit sharing, savings, pension, retirement, disability, vacationvacation (entitlement and accrual), sick days (entitlement and accrual), deferred compensation, consulting, severance, termination, retention, change of control control, golden parachute, vacation, meal subsidies, dependent care, medical care, employee assistance program, education or tuition assistance, welfare, or post-employment welfare plan, program, agreement, contract, policy or arrangement and each other material and other similar fringe, welfare or other employee benefit plan, program, agreement, contract, written and unwritten policy or binding arrangement (whether or not in writing and whether writing) maintained or not covering a single individual or group of individuals) sponsored, maintained, contributed to, or required to be contributed to by the Company or any of its Subsidiaries or otherwise for the benefit of any current or former employee, non-employee service provider officer or director of the Company, any of its Subsidiaries or any former employee, officer or director with respect to whom the Company has any current obligations with respect to any of the foregoing, or any other trade or business (whether or not incorporated) which would be treated as a single employer with the Company or any of its Subsidiaries under Section 414 of the Code or Section 4001 of ERISA (each, an “ERISA Affiliate”), or any of their dependents or beneficiaries, or with respect to which the Company or any of its Subsidiaries has any material liability Liability, and (including contingent liability ii) each employment agreement with each executive management employee of the Company or any of its Subsidiaries (clauses (i) and (ii)) collectively the “Material Employee Plans” and, collectivelytogether with any other material employment agreement with respect to which the Company or one of its Subsidiaries is a party, the “Employee Plans”). With respect to , in each Employee Plan other than an Employee Plan that is maintained in any non-U.S. jurisdiction (togethercase, the “International Employee Plans”)excluding plans, to the extent applicable the Company has made available to Parent complete and accurate copies of (A) the most recent annual report on Form 5500 required to have been filed with the IRS for each Employee Plan, including all schedules thereto; (B) the most recent determination letter, if any, from the IRS for any Employee Plan that is intended to qualify under Section 401(a) of the Code; (C) the current plan documents and summary plan descriptions, or a written description of the terms of any Employee Plan that is not in writing; (D) any related trust agreements, insurance contracts, insurance policies agreements or other documents of any funding arrangements; and (E) any notices to or from the IRS or DOL relating to any material compliance issues in respect of any such Employee Plan. With respect to each International Employee Plan, to the extent applicable, the Company has made available to Parent complete and accurate copies of (x) the most recent annual report or similar compliance documents arrangements required to be filed with any Governmental Authority with respect established or contributed to such plan and (y) any document comparable by statute or regulatory agency. The Company has provided to the determination letter referenced under clause (B) above issued by a Governmental Authority relating to the satisfaction Parent true and complete copies of Law necessary to obtain the most favorable tax treatmentall forms of employment agreements used for its and its Subsidiaries’ employees.

Employee Plans. (a) Section 3.17(a3.18(a) of the Company Disclosure Letter sets forth a true, correct and complete and accurate list list, as of each the date hereof, of all material Employee Plans. For purposes of this Agreement, “Employee Plan” means (collectively) (i) all “employee benefit planplans” (as defined in Section 3(3) of ERISA), whether or not subject to ERISA, ; and (ii) all other material employment, natural person consultant or other service, bonus, stock option, stock purchase or other equity-based, benefit, incentive compensation, profit sharing, savings, retirement, disability, insurance, vacation, deferred compensation, consulting, severance, termination, retention, change of in control compensation and other similar material fringe, welfare or other employee benefit planplans, programprograms, agreement, contractcontracts, policy policies or binding arrangement arrangements (whether or not in writing and whether or not covering a single individual or group of individualswriting) (x) sponsored, maintained, maintained or contributed to, to (or required to be contributed to for the benefit of to) by any current or former employee, non-employee service provider or director member of the Company, any of its Subsidiaries Company Group; or any other trade or business (whether or not incorporatedy) which would be treated as a single employer with the Company or any of its Subsidiaries under Section 414 of the Code or Section 4001 of ERISA (each, an “ERISA Affiliate”), or any of their dependents or beneficiaries, or otherwise with respect to which the Company or any of its Subsidiaries Group has any material liability (including liability, contingent liability (clauses (i) and (ii), collectively, the “Employee Plans”)or otherwise. With respect to each material Employee Plan other than an Employee Plan that is maintained in any non-U.S. jurisdiction (together, the “International Employee Plans”)Plan, to the extent applicable applicable, the Company has made available to Parent true, correct and complete and accurate copies of (A) the most recent annual report on Form 5500 required to have been filed with the IRS for each Employee Plan, including all schedules thereto; (B) the most recent determination or opinion letter, if any, from the IRS for any Employee Plan that is intended to qualify under pursuant to Section 401(a) of the Code; (C) the current plan documents and summary plan descriptions, or a written description of the terms of any Employee Plan that is not in writing; (D) any related trust agreements, insurance contracts, insurance policies or other documents Contracts of any funding arrangements; and (E) any notices to or from the IRS or DOL any office or representative of the United States Department of Labor or any similar Governmental Authority relating to any material compliance issues in respect of any such Employee Plan. With Plan during the past three years; and (F) with respect to each International material Employee PlanPlan that is maintained in any non-United States jurisdiction primarily for the benefit of any employee of the Company Group whose principal work location is outside of the United States, to the extent applicable, the Company has made available to Parent complete and accurate copies of (x) the most recent annual report or similar compliance documents required to be filed with any Governmental Authority with respect to such plan and (y) any document comparable to the determination letter referenced under clause (B) above issued by a Governmental Authority relating to the satisfaction of Law necessary to obtain the most favorable tax treatmentplan.

Employee Plans. (a) Section 3.17(a3.18(a)(i) and Section 3.18(a)(ii) of the Company Disclosure Letter sets Letter, respectively, set forth a complete and accurate list of each (i) all “employee benefit planplans” (as defined in Section 3(3) of ERISA), whether or not subject to ERISA, ERISA and (ii) all other material employment, bonus, stock option, stock purchase or other equity-based, benefit, incentive compensation, profit sharing, savings, retirement, disability, insurance, vacation, deferred compensation, consulting, severance, termination, retention, change of control and other similar fringe, welfare or other employee benefit planplans, programprograms, agreement, contractcontracts, policy policies or binding arrangement arrangements (whether or not in writing and whether writing) maintained or not covering a single individual or group of individuals) sponsored, maintained, contributed to, or required to be contributed to for the benefit of any current or former employee, non-employee service provider or director of the Company, any of its Subsidiaries or any other trade or business (whether or not incorporated) which would be treated as a single employer with the Company or any of its Subsidiaries under Section 414 of the Code or Section 4001 of ERISA (each, an “ERISA Affiliate”), or any of their dependents or beneficiaries, or with respect to which the Company or any of its Subsidiaries has any current material liability liability, contingent or otherwise (including contingent liability (clauses (i) and (ii), collectively, together the “Employee Plans”). With respect to each Employee Plan other than an Employee Plan that is maintained in any non-U.S. jurisdiction (together, the “International Employee Plans”)Plan, to the extent applicable the Company has made available to Parent Newco complete and accurate copies of (A) the most recent annual report on Form 5500 required to have been filed with the IRS for each Employee Plan, including all schedules thereto; (B) the most recent determination letter, if any, from the IRS for any Employee Plan that is intended to qualify under Section 401(a) of the Code; (C) the current plan documents and summary plan descriptions, or a written description of the terms of any Employee Plan that is not in writing; (D) any related trust agreements, insurance contracts, insurance policies or other documents of any funding arrangements; and (E) any notices to or from the IRS or any office or representative of the DOL or any similar Governmental Authority relating to any material compliance issues in respect of any such Employee Plan. With ; and (F) with respect to each material Employee Plan that is maintained in any non-U.S. jurisdiction (the “International Employee PlanPlans”), to the extent applicable, the Company has made available to Parent complete and accurate copies of (x) the most recent annual report or similar compliance documents required to be filed with any Governmental Authority with respect to such plan and (y) any document comparable to the determination letter referenced reference under clause (B) above issued by a Governmental Authority relating to the satisfaction of Law law necessary to obtain the most favorable tax treatment. All contributions, premiums and other payments required to be made with respect to any Employee Plan have been timely made, accrued or reserved for and no Employee Plan has any unfunded liability that has not been fully accrued.

Employee Plans. (a) Section 3.17(a3.18(a) of the Company Disclosure Letter sets forth a true, correct and complete and accurate list list, as of each the date of this Agreement, of all material Employee Plans. For purposes of this Agreement, “Employee Plan” means (collectively) (i) all “employee benefit planplans” (as defined in Section 3(3) of ERISA), whether or not subject to ERISA, ; and (ii) material all other employment, natural person consultant or other service, bonus, stock option, stock purchase or other equity-equity- based, post-employment welfare benefit, incentive compensation, profit sharing, savings, retirement, disability, insurance, vacation, deferred compensation, consulting, severance, termination, retention, change of in control and other similar compensation, fringe, welfare or other employee benefit planor compensation plans, programprograms, agreementagreements, contractcontracts, policy policies or binding arrangement arrangements (whether or not in writing and whether or not covering a single individual or group of individualswriting), (x) in each case, that are sponsored, maintained, maintained or contributed to, to (or required to be contributed to for the benefit of to) by any current or former employee, non-employee service provider or director member of the CompanyCompany Group; or (y) otherwise, any of its Subsidiaries or any other trade or business (whether or not incorporated) which would be treated as a single employer with the Company or any of its Subsidiaries under Section 414 of the Code or Section 4001 of ERISA (each, an “ERISA Affiliate”), or any of their dependents or beneficiaries, or with respect to which the Company or any of its Subsidiaries Group has any material obligation or liability (including contingent liability (clauses (i) and (iiwhether fixed or contingent); provided, collectivelyhowever, the “that Employee Plans”)Plan shall not include any plan, program or arrangement sponsored by a Governmental Authority. With respect to each material Employee Plan (other than an Employee Plan that any statutory plan or obligation with which any member of the Company Group is maintained required to comply (including, in each case, any non-U.S. jurisdiction (together, the “International Employee Plans”social security regime or mandatory statutory severance regime)), to the extent applicable applicable, the Company has made available to Parent true, correct and complete and accurate copies of (A) the most recent annual report on Form 5500 required to have been filed with the IRS for each Employee Plan, including all schedules thereto; (B) the most recent determination or opinion letter, if any, from the IRS for any Employee Plan that is intended to qualify under pursuant to Section 401(a) of the Code; (C) the current plan and trust documents (and all amendments thereto) and the most recent summary plan descriptions, or a written description descriptions (and all summaries of the terms of any Employee Plan that is not in writingmaterial modifications); (D) any related trust agreements, insurance contracts, insurance policies or other documents of any funding arrangementsthe most recently completed compliance testing results; and (E) any notices non-routine correspondence with any Governmental Authority during the past three (3) years. (b) No member of the Company Group nor any other corporation or trade or business (whether or not incorporated) that would at any relevant time be treated as a single employer with any member of the Company Group pursuant to Section 414 of the Code has, in the last six years, maintained, sponsored, contributed to or has or had any liability (contingent or otherwise), or been required to contribute to or currently maintains, sponsors or participates in, contributes to or is required to contribute to: (i) a “multiemployer plan” (as defined in Section 3(37) of ERISA); (ii) a “multiple employer plan” (within the meaning of Section 210 of ERISA or Section 413(c) of the Code); (iii) a “defined benefit plan” (as defined in Section 3(35) of ERISA) subject to Section 302 of Title I of ERISA, Section 412 of the Code or Title IV of ERISA; or (iv) a “multiple employer welfare arrangement” (within the meaning of Section 210 of ERISA or Section 413(c) of the Code), including by reason of at any time being treated as a single employer with any other Person under Section 414 of the Code. 43 (c) Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (i) each Employee Plan has been established, maintained, funded and administered, in form and operation, in accordance with its terms and with all applicable Law, including the applicable provisions of ERISA, the Code and any applicable regulatory guidance issued by any Governmental Authority; (ii) there are no claims, disputes or Legal Proceedings pending or, to the Knowledge of the Company, threatened with respect to or against any Employee Plan, the assets of any trust pursuant to any Employee Plan, or the plan sponsor, plan administrator or any fiduciary of any Employee Plan, other than routine claims for benefits that have been or are being handled through an administrative claims procedure; and (iii) all contributions required to be made to any Employee Plan by applicable Law or by any plan document or other contractual undertaking, and all premiums due or payable with respect to insurance policies funding any Employee Plan, for any period in the prior three (3) years through the date hereof, have been timely made. No Employee Plan provides, and no member of the Company Group has any current obligation to provide for post-employment, post-ownership, post- service or retiree life insurance, health or other welfare benefits to any person, except as may be required by Section 4980B of the Code or any similar state law. (d) Each Employee Plan that is or was intended to be qualified under Section 401(a) of the Code has received a favorable determination letter or may rely on an opinion letter for a pre-approved plan document from the IRS or DOL relating as to any material compliance issues in respect its qualified status, and, to the Knowledge of any the Company, nothing has occurred that could reasonably be expected to adversely affect such Employee Plan’s qualified status. With respect (e) Except as provided in Section 2.8 or expressly provided in this Agreement, none of the execution and delivery of this Agreement or the consummation of the Merger will, either alone or in conjunction with any other event, (i) result in, or accelerate the time of payment, or vesting of, any payment (including severance, change in control, stay or retention bonus or otherwise) or benefits becoming due under any Employee Plan to each International any current or former employee, director, consultant or independent contractor of any member of the Company Group; (ii) increase any compensation or benefits otherwise payable to any current or former employee, director, consultant or independent contractor of any member of the Company Group; (iii) result in the acceleration of the time of payment or vesting of any compensation or benefits under any Employee Plan or otherwise; (iv) result in or entitle any current or former employee, director, consultant or independent contractor of any member of the Company Group to any loan forgiveness; (v) create any limitation or restriction on the right of any member of the Company Group to merge, amend or terminate any Employee Plan; (vi) result in any obligation to fund or otherwise set aside assets to secure to any extent any of the obligations under any Employee Plan or (vii) result in the payment of any amount that could, individually or in combination with any other payment or benefit, constitute an “excess parachute payment” within the meaning of Section 280G of the Code or result in the payment of an excise tax by any Person under Section 4999 of the Code. (f) Each Employee Plan that is a nonqualified deferred compensation plan within the meaning of and that is subject to Section 409A of the Code has been documented, maintained, operated and administered in all material respects in compliance with Section 409A of the Code and applicable guidance thereunder. 44 (g) No member of the Company Group is a party to nor has any obligation under any Employee Plan or otherwise to compensate any Person for Taxes pursuant to Section 4999 of the Code or Section 409A of the Code. (h) Except as would not, individually or in the aggregate, reasonably be excepted to constitute a Company Material Adverse Effect, each Employee Plan, if any, which is maintained outside of the United States (a “Foreign Employee Plan”) (i) has been operated in conformance with the applicable statutes or governmental regulations and rulings relating to such plans in the jurisdictions in which such Foreign Employee Plan is present or operates and, to the extent applicablerelevant, the United States, (ii) that is intended to qualify for special tax treatment meets all requirements for such treatment and (iii) that is intended to be funded or book-reserved is fully funded or book reserved, as appropriate, based upon reasonable actuarial assumptions. Except as set forth on Section 3.18(h) of the Company has made available Disclosure Letter or as required by Law (including any statutory plan or obligation with which any member of the Company Group is required to Parent complete and accurate copies of (x) the most recent annual report comply), no Foreign Employee Plan is a defined benefit pension, jubilee, gratuity or similar compliance documents required to be filed with any Governmental Authority with respect to such plan and (y) any document comparable or arrangement that would result in material liability to the determination letter referenced under clause (B) above issued by a Governmental Authority relating to the satisfaction Company or any of Law necessary to obtain the most favorable tax treatment.its Subsidiaries. 3.19

Employee Plans. (a) Section 3.17(a4.17(a) of the Company Disclosure Letter sets forth a complete and accurate list of each material (i) “employee benefit plan” (as defined in Section 3(3) of ERISA), whether or not subject to ERISA, and (ii) material other employment, bonus, stock option, stock purchase or other equity-based, benefit, incentive compensation, profit sharing, savings, retirement, disability, vacation, deferred compensation, consulting, severance, termination, retention, change of control and other similar fringe, welfare or other employee benefit plan, program, agreement, contract, policy or binding arrangement (whether or not in writing and whether writing) maintained or not covering a single individual or group of individuals) sponsored, maintained, contributed to, or required to be contributed to for the benefit of any current or former employee, non-employee service provider or director of the Company, any of its Subsidiaries or any other trade or business (whether or not incorporated) which would be treated as a single employer with the Company or any of its Subsidiaries under Section 414 of the Code or Section 4001 of ERISA (each, an “ERISA Affiliate”), or any of their dependents or beneficiaries, or with respect to which the Company or any of its Subsidiaries has any current material liability Liability (including contingent liability (clauses (i) and (ii), collectively, together the “Employee Plans”). With respect to each Employee Plan other than an Employee Plan that is maintained in any non-U.S. jurisdiction (together, the “International Employee Plans”), to the extent applicable the Company has made available to Parent complete and accurate copies of (A) the most recent annual report on Form 5500 required to have been filed with the IRS for each Employee Plan, including all schedules thereto; (B) the most recent determination letter, if any, from the IRS for any Employee Plan that is intended to qualify under Section 401(a) of the Code; (C) the current plan documents and summary plan descriptions, or a written description of the terms of any Employee Plan that is not in writing; (D) any related trust agreements, insurance contracts, insurance policies or other documents of any funding arrangements; and (E) any notices to or from the IRS or DOL relating to any material compliance issues in respect of any such Employee Plan. With respect to each International Employee Plan, to the extent applicable, the Company has made available to Parent complete and accurate copies of (x) the most recent annual report or similar compliance documents required to be filed with any Governmental Authority with respect to such plan and (y) any document comparable to the determination letter referenced under clause (B) above issued by a Governmental Authority relating to the satisfaction of Law necessary to obtain the most favorable tax treatment.

Employee Plans. (a) Section 3.17(a3.18(a) of the Company Disclosure Letter sets forth a true, correct and complete and accurate list of each all material Employee Plans. For purposes of this Agreement, “Employee Plans” means (i) “employee benefit planplans” (as defined in Section 3(3) of ERISA), whether or not subject to ERISA, ); and (ii) material other employment, consulting, bonus, stock option, phantom stock, stock appreciation, stock purchase or other equity-based, benefit, incentive compensation, commission, profit sharing, savings, retirement, disability, insurance, vacation, paid time off, deferred compensation, consulting, severance, termination, post-employment, retention, change of in control compensation and other similar fringe, welfare or other employee compensation or benefit planplans, programprograms, agreement, contractcontracts, policy policies or binding arrangement arrangements (whether or not in writing and whether or not covering a single individual or group of individualswriting) sponsored, maintained, maintained or contributed to, to (or required to be contributed to for contributed) by the benefit of any current or former employee, non-employee service provider or director of the Company, any of its Subsidiaries Company Group or any other trade or business (whether or not incorporated) which that would be treated as a single employer with the any Company or any of its Subsidiaries under Group Member pursuant to Section 414 of the Code or Section 4001 of ERISA (each, an “ERISA Affiliate”), or to which any of their dependents or beneficiariesCompany Group Member is a party, or with respect to which any Company Group Member has or would reasonably expect to have any liability or obligation, contingent or otherwise, in each case, other than any such plans, policies or arrangements if and to the Company extent required to be provided, maintained or any of its Subsidiaries has any material liability (including contingent liability (clauses (i) and (ii), collectively, the “Employee Plans”)contributed to under applicable Law. With respect to each material Employee Plan other than an Employee Plan that is maintained in any non-U.S. jurisdiction (together, the “International Employee Plans”)Plan, to the extent applicable applicable, the Company has made available to Parent true, correct and complete and accurate copies of (A) the most recent annual report on Form 5500 required to have been filed with under ERISA or the IRS Code, if any, for each Employee Plan, including all schedules thereto; (B) the most recent determination or opinion letter, if any, from the IRS for any Employee Plan that is intended to qualify under pursuant to Section 401(a) of the Code; (C) the current plan documents and summary plan descriptions, or a written description of the terms of any Employee Plan that is not in writing; (D) any related trust agreements, insurance contracts, insurance policies or other documents Contracts of any funding arrangements; and (E) any notices to or from the IRS or DOL any office or representative of the United States Department of Labor or any similar Governmental Authority relating to any material compliance issues in respect of any such Employee Plan. With Plan since January 1, 2019; and (F) with respect to each material Employee Plan that is maintained in any non-United States jurisdiction primarily for the benefit of any employee or individual service provider of any Company Group Member whose principal work location is outside of the United States (collectively, without regard to materiality, the “International Employee PlanPlans”), to the extent applicable, the Company has made available to Parent complete and accurate copies of (x1) the most recent annual report or similar compliance documents required to be filed with any Governmental Authority with respect to such plan plan; and (y2) any document comparable to the determination letter referenced under pursuant to clause (B) above issued by a Governmental Authority relating to the satisfaction of Law necessary to obtain the most favorable tax Tax treatment.

Employee Plans. (a) Section 3.17(a) of the Company Disclosure Letter sets forth a complete and accurate list of each (i) “employee benefit plan” (as defined in Section 3(3) of ERISA), whether or not subject to ERISA, and (ii) material other employment, bonus, stock option, stock purchase or other equity-based, benefit, incentive compensation, profit sharing, savings, retirement, disability, vacation, deferred compensation, consulting, severance, termination, retention, change of control and other similar fringe, welfare or other employee benefit plan, program, agreement, contract, policy or binding arrangement (whether or not in writing and whether writing) maintained or not covering a single individual or group of individuals) sponsored, maintained, contributed to, or required to be contributed to for the benefit of any current or former employee, non-employee service provider or director of the Company, any of its Subsidiaries or any other trade or business (whether or not incorporated) which would be treated as a single employer with the Company or any of its Subsidiaries under Section 414 of the Code or Section 4001 of ERISA (each, an “ERISA Affiliate”), or any of their dependents or beneficiaries, or ) with respect to which the Company or any of its Subsidiaries currently has or could have any material liability (including contingent liability (clauses (i) and (ii), collectively, together the “Employee Plans”). With respect to each Employee Plan other than an Employee Plan that is maintained in any non-U.S. jurisdiction (together, the “International Employee Plans”), to the extent applicable the Company has made available Made Available to Parent Investor complete and accurate copies of of: (A) the three (3) most recent recently filed annual report on Form 5500 required to have been filed with the IRS for each Employee Plan, including all schedules thereto; (B) the most recent determination letter, if any, from the IRS for any Employee Plan that is intended to qualify under Section 401(a) of the Code; (C) the current plan documents and summary plan descriptions, or a written description of the terms of any Employee Plan that is not in writing; (D) any related trust agreements, insurance contracts, insurance policies or other documents of any funding arrangements; and (E) any notices to or from the IRS or DOL relating to any material compliance issues in respect of any such Employee Plan. With respect to each International Employee Plan, to the extent applicable, the Company has made available Made Available to Parent Investor complete and accurate copies of (x) the most recent annual report or similar compliance documents required to be filed with any Governmental Authority with respect to such plan and (y) any document comparable to the determination letter referenced under clause (B) above issued by a Governmental Authority relating to the satisfaction of Law necessary to obtain the most favorable tax treatment.