Common use of Benefit Plans Clause in Contracts

Benefit Plans. From the date of the most recent audited financial statements included in the Company SEC Documents filed with the SEC prior to the date of this Agreement and other than as set forth on the Company Disclosure Schedule, there has not been any adoption or amendment in any material respect by the Company or any of its Subsidiaries of any collective bargaining agreement or any bonus, pension, profit sharing, deferred compensation, incentive compensation, stock ownership, stock purchase, stock option, phantom stock, retirement, vacation, severance, change in control, retention, disability, death benefit, hospitalization, medical or other plan, arrangement or understanding (whether or not legally binding) providing benefits to any current or former employee, officer, director or independent contractor of the Company or any of its Subsidiaries (collectively, with the Company Pension Plans, any Company “employee welfare benefit plans” (as defined in Section 3(1) of ERISA), the Company International Employee Plans and the Company Employment Agreements, the “Company Employee Plans”), excluding standard employment agreements or offer letters entered into in the ordinary course of business consistent with past practice with employees outside the United States in accordance with local Law and offer letters, severance or employment agreements that have been entered into in the ordinary course of business or that provide for severance or change in control benefits with a value of less than $100,000. As of the date of this Agreement, other than as set forth on the Company Disclosure Schedule, there are no employment, consulting, severance or termination agreements or arrangements (other than standard employment agreements or offer letters entered into in the ordinary course of business consistent with past practice with employees outside the United States in accordance with local Law and offer letters, severance or employment agreements that have been entered into in the ordinary course of business or that provide for severance or change in control benefits to employees with a value of less than $100,000) between the Company or any of its Subsidiaries and any current or former employee, executive officer or director of the Company or any of its Subsidiaries (collectively, the “Company Employment Agreements”), nor does the Company or any of its Subsidiaries have any general severance plan or policy. For purposes of this Agreement, “Company International Employee Plan” shall mean each Company Employee Plan and each government-mandated plan or program that has been adopted or maintained by Company or any Company ERISA Affiliate, whether informally or formally, or with respect to which Company or any Company ERISA Affiliate will or may have any liability, for the benefit of Company Employees who perform services outside the United States. For the avoidance of doubt, this shall include, in Israel, manager’s insurance or other provident or pension funds which are not government-mandated but were set up to provide for Company’s legal obligation to pay statutory severance pay (Pitzuay Piturim) under the Severance Pay Law 5723-1963.

Benefit Plans. From the date of the most recent audited financial statements included in the Company SEC Documents filed with the SEC prior to the date of this Agreement and other than (a) The letter, dated as set forth on the Company Disclosure Schedule, there has not been any adoption or amendment in any material respect by the Company or any of its Subsidiaries of any collective bargaining agreement or any bonus, pension, profit sharing, deferred compensation, incentive compensation, stock ownership, stock purchase, stock option, phantom stock, retirement, vacation, severance, change in control, retention, disability, death benefit, hospitalization, medical or other plan, arrangement or understanding (whether or not legally binding) providing benefits to any current or former employee, officer, director or independent contractor of the Company or any of its Subsidiaries (collectively, with the Company Pension Plans, any Company “employee welfare benefit plans” (as defined in Section 3(1) of ERISA), the Company International Employee Plans and the Company Employment Agreements, the “Company Employee Plans”), excluding standard employment agreements or offer letters entered into in the ordinary course of business consistent with past practice with employees outside the United States in accordance with local Law and offer letters, severance or employment agreements that have been entered into in the ordinary course of business or that provide for severance or change in control benefits with a value of less than $100,000. As of the date of this Agreement, other than as set forth on from Parent to the Company (the “Parent Disclosure ScheduleLetter”), there sets forth a complete and correct list of all employee benefit plans, as defined in Section 3(3) of ERISA, and all employment, compensation, bonus, stock option, stock purchase, restricted stock, incentive, deferred compensation, profit sharing, retiree medical or life insurance, split dollar insurance, supplemental retirement, severance, change of control, loans or other benefit plans, programs, arrangements or fringe benefits, in each case, which are provided, maintained, contributed to or sponsored by Parent or Sub, or for which Parent or Sub has any liability, contingent or otherwise (collectively, the “Parent Benefit Plans”). (b) With respect to each Parent Benefit Plan, Parent has furnished the Company with a complete and accurate copy of the plan document or other governing contract. The Parent Benefit Plans have been operated and administered in accordance with their terms and the applicable requirements of the Code and applicable Law. There are no employmentpending or, consultingto the knowledge of Parent or Sub, severance threatened suits, audits, examinations, actions, litigation or termination agreements or arrangements claims (other than standard employment agreements or offer letters entered into excluding claims for benefits incurred in the ordinary course of business consistent course) with past practice with employees outside the United States in accordance with local Law and offer letters, severance or employment agreements that have been entered into in the ordinary course of business or that provide for severance or change in control benefits respect to employees with a value of less than $100,000) between the Company or any of its Subsidiaries the Parent Benefit Plans. (c) No Parent Benefit Plan is intended to be “qualified” within the meaning of Section 401(a) of the Code. Neither Parent nor any trade or business (whether or not incorporated) which is or has ever been treated as a single employer with Parent under Section 414(b), (c), (m) or (o) of the Code, has incurred any liability under Title IV of ERISA or Section 412 of the Code. (d) The execution and delivery by each of Parent and Sub of each Transaction Agreement to which it is a party do not, and the consummation of the Merger and the other Transactions and compliance with the terms hereof and thereof will not (i) entitle any current or former employee, executive officer or director of the Company Parent or Sub to severance pay, bonus payment, finders fee, “change of control” payment or similar payment, (ii) accelerate the time of payment or vesting or trigger any payment or funding (through a grantor trust or otherwise) of compensation or benefits under, increase the amount payable or trigger any other material obligation pursuant to, any Parent Benefit Plan or (iii) result in any breach or violation of, or a default under, any Parent Benefit Plan. There is no amount that could be received (whether in cash or property or the vesting of property) as a result of the Merger or any other Transaction by any employee, officer or director of Parent or any of its Subsidiaries (collectively, the “Company Employment Agreements”), nor does the Company or any of its Subsidiaries have any general severance plan or policy. For purposes of this Agreement, “Company International Employee Plan” shall mean each Company Employee Plan and each government-mandated plan or program that has been adopted or maintained by Company or any Company ERISA Affiliate, whether informally or formally, or with respect to which Company or any Company ERISA Affiliate will or may have any liability, for the benefit of Company Employees who perform services outside the United States. For the avoidance of doubt, this shall include, in Israel, manager’s insurance or other provident or pension funds which are not government-mandated but were set up to provide for Company’s legal obligation to pay statutory severance pay (Pitzuay Piturim) under the Severance Pay Law 5723-1963affiliates.

Benefit Plans. From the date (i) Section 3.2(m) of the most recent audited financial statements included in the Company SEC Documents filed with the SEC prior to the date Parent Disclosure Letter sets forth a true and complete list of this Agreement and other than as set forth on the Company Disclosure Scheduleeach material employee benefit plan, there has not been any adoption or amendment in any material respect by the Company or any of its Subsidiaries of any collective bargaining agreement or any bonusprogram, pensionpolicy, profit sharingpractices, deferred compensation, incentive compensation, stock ownership, stock purchase, stock option, phantom stock, retirement, vacation, severance, change in control, retention, disability, death benefit, hospitalization, medical or other plan, arrangement or understanding (whether or not legally binding) providing benefits to any current or former employee, officer, officer or director or independent contractor of the Company Parent or any of its Subsidiaries (collectivelyParent Subsidiary or any beneficiary or dependent thereof that is sponsored or maintained by Parent or any Parent Subsidiary or to which Parent or any Parent Subsidiary contributes or is obligated to contribute, with the Company Pension Planswhether or not written, including, without limitation, any Company “employee welfare benefit plans” plan (as defined in within the meaning of Section 3(1) of ERISA), any employee pension benefit plan (within the Company International Employee Plans meaning of Section 3(2) of ERISA) (whether or not such plan is subject to ERISA) and any bonus, incentive, deferred compensation, vacation, insurance, stock purchase, stock option, equity or equity based plan or award, severance, employment, change of control or fringe benefit plan, program or agreement, other than any “multiemployer plan” within the Company Employment Agreementsmeaning of Section 4001(a)(3) of ERISA and any other plan, program or arrangement maintained by an entity other than Parent or a Parent Subsidiary (collectively, the “Company Parent Employee Benefit Plans”). (ii) (A) Each of the Parent Employee Benefit Plans has been operated and administered in all material respects with applicable Law, excluding standard employment agreements including, but not limited to, ERISA, the Code and, in each case, the regulations thereunder; (B) each of the Parent Employee Benefit Plans intended to be “qualified” (within the meaning of Section 401(a) of the Code) has received a favorable determination letter from the Internal Revenue Service, or offer letters entered into has pending an application for such determination from the Internal Revenue Service with respect to those provisions for which the remedial amendment period under Section 401(b) of the Code has not expired, and Parent is not aware of any reason why any such determination letter should be revoked; (C) no Parent Employee Benefit Plan is subject to Title IV or Section 302 of ERISA or Section 412 or 4971 of the Code; (D) no Parent Employee Benefit Plan provides benefits, including, without limitation, death or medical benefits (whether or not insured), with respect to current or former employees or beneficiary or covered dependent of an employee or former employee or directors of Parent or any Parent Subsidiary beyond their retirement or other termination of service, other than (1) coverage mandated by applicable Law or (2) death benefits or retirement benefits under any “employee pension plan” (as such term is defined in the ordinary course Section 3(2) of business consistent ERISA); (E) no Controlled Group Liability has been incurred by Parent or any Parent Subsidiary that has not been satisfied in full, and no condition exists that shall result in Parent or any Parent Subsidiary of incurring any such liability that would be material to Parent; (F) all contributions or other amounts payable by Parent or a Parent Subsidiary with past practice with employees outside the United States respect to each Parent Employee Benefit Plan in respect of current or prior plan years have been paid or accrued in accordance with local Law and offer letters, severance GAAP; (G) neither Parent nor a Parent Subsidiary has engaged in a transaction in connection with which Parent or employment agreements that have been entered into in the ordinary course a Parent Subsidiary reasonably could be subject to either a material civil penalty assessed pursuant to Section 409 or 502(i) of business ERISA or that provide for severance a material Tax imposed pursuant to Section 4975 or change in control benefits with a value of less than $100,000. As 4976 of the date Code; (H) there are no pending, overtly threatened or anticipated claims (other than routine claims for benefits) by, on behalf of this Agreementor against any of the Parent Employee Benefit Plans or any trusts related thereto plan which could reasonably be expected to result in any material liability of Parent or any Parent Subsidiary; (I) since January 1, 2018, neither Parent nor its Subsidiaries has agreed or otherwise committed to, whether in writing or otherwise, increase or improve the compensation, benefits or terms and conditions of employment or service of any director, officer, employee or consultant other than as set forth on required under an applicable Parent Employee Benefit Plan; (J) except as indicated in Section 3.2(m) of the Company Disclosure ScheduleParent Disclosure, there are no employment, consulting, severance or termination agreements or arrangements (other than standard employment agreements or offer letters entered into Parent Employee Benefit Plans exists which could result in the ordinary course payment of business consistent with past practice with employees outside the United States in accordance with local Law and offer letters, severance or employment agreements that have been entered into in the ordinary course material amount of business or that provide for severance or change in control benefits to employees with a value of less than $100,000) between the Company money or any other property or rights, or accelerate or provide any other material rights or benefits, or require the payment of its Subsidiaries and amounts or benefits that would not be deductible under 280G of the Code, to any current or former employee, executive officer director or director consultant of the Company Parent or any of its Subsidiaries (collectively, Subsidiary that would not have been required but for the “Company Employment Agreements”), nor does the Company or any of its Subsidiaries have any general severance plan or policy. For purposes of transactions contemplated by this Agreement, “Company International ; and (K) each Parent Employee Plan” shall mean each Company Employee Benefit Plan may be amended and each government-mandated plan or program that has been adopted or maintained by Company or any Company ERISA Affiliate, whether informally or formally, or terminated in accordance with respect to which Company or any Company ERISA Affiliate will or may have any liability, for the benefit of Company Employees who perform services outside the United States. For the avoidance of doubt, this shall include, in Israel, manager’s insurance or other provident or pension funds which are not government-mandated but were set up to provide for Company’s legal obligation to pay statutory severance pay (Pitzuay Piturim) under the Severance Pay Law 5723-1963its terms.

Benefit Plans. From the date (a) The Company Disclosure Letter sets forth a complete and correct list of all employee benefit plans, as defined in Section 3(3) of the most recent audited financial statements included in the Company SEC Documents filed with the SEC prior to the date Employee Retirement Income Security Act of this Agreement 1974, as amended (“ERISA”), and other than as set forth on the Company Disclosure Scheduleall employment, there has not been any adoption or amendment in any material respect by the Company or any of its Subsidiaries of any collective bargaining agreement or any compensation, bonus, pensionstock option, stock purchase, restricted stock, incentive, deferred compensation, profit sharing, deferred compensationretiree medical or life insurance, incentive compensationsplit dollar insurance, stock ownership, stock purchase, stock option, phantom stock, supplemental retirement, vacation, severance, change in of control, retention, disability, death benefit, hospitalization, medical loans or other planbenefit plans, arrangement programs, arrangements or understanding (whether fringe benefits, in each case, which are provided, maintained, contributed to or not legally binding) providing benefits to any current sponsored by the Company, or former employee, officer, director or independent contractor of for which the Company has any liability, contingent or any of its Subsidiaries (collectively, with the Company Pension Plans, any Company “employee welfare benefit plans” (as defined in Section 3(1) of ERISA), the Company International Employee Plans and the Company Employment Agreements, the “Company Employee Plans”), excluding standard employment agreements or offer letters entered into in the ordinary course of business consistent with past practice with employees outside the United States in accordance with local Law and offer letters, severance or employment agreements that have been entered into in the ordinary course of business or that provide for severance or change in control benefits with a value of less than $100,000. As of the date of this Agreement, other than as set forth on the Company Disclosure Schedule, there are no employment, consulting, severance or termination agreements or arrangements (other than standard employment agreements or offer letters entered into in the ordinary course of business consistent with past practice with employees outside the United States in accordance with local Law and offer letters, severance or employment agreements that have been entered into in the ordinary course of business or that provide for severance or change in control benefits to employees with a value of less than $100,000) between the Company or any of its Subsidiaries and any current or former employee, executive officer or director of the Company or any of its Subsidiaries otherwise (collectively, the “Company Employment AgreementsBenefit Plans”). (b) With respect to each Company Benefit Plan, the Company has furnished Parent with a complete and accurate copy of the plan document or other governing contract. The Company Benefit Plans have been operated and administered in accordance with their terms and the applicable requirements of the Code and applicable Law. There are no pending or, to the knowledge of the Company, threatened suits, audits, examinations, actions, litigation or claims (excluding claims for benefits incurred in the ordinary course) with respect to any of the Company Benefit Plans which could reasonably be expected to result in a Company Material Adverse Effect. (c) No Company Benefit Plan is intended to be “qualified” within the meaning of Section 401(a) of the Code. Neither the Company nor does any trade or business (whether or not incorporated) which is or has ever been treated as a single employer with the Company under Section 414(b), (c), (m) or (o) of the Code, has incurred any liability under Title IV of ERISA or Section 412 of the Code. (d) The execution and delivery by the Company of each Transaction Agreement to which it is a party do not, and the consummation of the Merger and the other Transactions and compliance with the terms hereof will not (i) entitle any employee, officer or member of the Company or USPGI to any of its Subsidiaries have any general severance plan or policy. For purposes of this Agreementpay, bonus payment, finders fee, “Company International Employee Planchange of control” shall mean each Company Employee Plan and each government-mandated plan payment or program that has been adopted similar payment, (ii) accelerate the time of payment or maintained by Company vesting or trigger any payment or funding (through a grantor trust or otherwise) of compensation or benefits under, increase the amount payable or trigger any other material obligation pursuant to, any Company ERISA Affiliate, whether informally Benefit Plan or formally(iii) result in any breach or violation of, or with respect to which Company or a default under, any Company ERISA Affiliate will or may have any liability, for the benefit of Company Employees who perform services outside the United States. For the avoidance of doubt, this shall include, in Israel, manager’s insurance or other provident or pension funds which are not government-mandated but were set up to provide for Company’s legal obligation to pay statutory severance pay (Pitzuay Piturim) under the Severance Pay Law 5723-1963Benefit Plan.

Benefit Plans. From the date (a) Section 5.15(a) of the most recent audited financial statements included Disclosure Schedule sets forth an accurate and complete list of each “employee benefit plan” (as defined in Section 3(3) of the Company SEC Documents filed with the SEC prior to the date Employee Retirement Income Security Act of this Agreement 1974, as amended (“ERISA”)) and each other than as set forth on the Company Disclosure Schedulecompensation, there has not been any adoption or amendment in any material respect by the Company or any of its Subsidiaries of any collective bargaining agreement or any bonus, pension, profit sharing, deferred compensation, incentive compensation, stock ownership, stock purchase, stock option, phantom stock, retirement, vacationemployment, change-in-control, welfare, collective bargaining, severance, change in control, retention, disability, death benefit, hospitalizationhospitalization and medical plan, medical program, policy and arrangement maintained or contributed to (or required to be contributed to) for the benefit of any Brand Employee, or former employee, officer or director who primarily performed service for or at the behest of Seller, any Brand Company or their respective Affiliates or with respect to which any Brand Company would reasonably be expected to have direct, indirect, joint and several or contingent liability (the “Company Benefit Plans”). (b) Each Company Benefit Plan intended to qualify under Code Section 401(a) is the subject of a favorable determination, advisory or opinion letter issued by the Internal Revenue Service as to its qualified status under the Code, which determination, advisory or opinion letter may still be relied upon as to the qualified status of the Company Benefit Plan, and no circumstances have occurred since the date of such favorable determination or opinion letter that would result in the loss of the tax-qualified status of any such Company Benefit Plan. (c) None of the Company Benefit Plans that are “welfare benefit plans” as defined in ERISA Section 3(1) provide for continuing benefits or coverage for any participant or beneficiary of a participant after such participant’s termination of employment, except to the extent required by Applicable Law. (d) No employee pension benefit plan (as defined under Section 3(2) of ERISA) sponsored, maintained or contributed to, at any time, by Seller, any Brand Company, or any of their respective Affiliates: (i) provides or provided any benefit guaranteed by the Pension Benefit Guaranty Corporation; (ii) is or was a “multiemployer plan” as defined in Section 4001(a)(3) of ERISA; or (iii) is or was subject to the minimum funding standards of Section 412 of the Code or Section 302 of ERISA. (e) Seller has made available to Purchaser, with respect to each Company Benefit Plan: (i) a copy of the Company Benefit Plan and all amendments (including any amendment that is scheduled to take effect in the future) and, in the case of any Company Benefit Plan not set forth in writing, a written description thereof; (ii) a copy of each Contract (including any trust agreement, funding agreement, service provider agreement, insurance agreement, investment management agreement or recordkeeping agreement) relating to the Company Benefit Plan; (iii) a copy of any summary plan description for the Company Benefit Plan; (iv) a copy of any Form 5500 for the last three Company Benefit Plan years; and (v) a copy of any determination, advisory, or opinion letter related to the Company Benefit Plan and any notice or other plandocument that has been issued by, arrangement or understanding that has been received by the sponsor of such Company Benefit Plan from any Governmental Entity with respect to the Company Benefit Plan. (f) Each Company Benefit Plan has been operated and administered in all material respects in accordance with its terms and in compliance with Applicable Law, including the Code and ERISA. (g) Each contribution or other payment that is required to have been accrued or made to, under, or with respect to any Company Benefit Plan has been duly accrued or made on a timely basis. (h) No prohibited transaction within the meaning of Code Section 4975 or ERISA Section 406 or 407, and not otherwise exempt under ERISA Section 408, has occurred with respect to a Company Benefit Plan that would reasonably be expected to subject the Company to any material liability. (i) There are no Proceedings pending or threatened with respect to any Company Benefit Plan or the assets of any Company Benefit Plan or any related trust (other than routine claims for benefits). (j) Other than in the ordinary course of business, there has been no amendment to, announcement by Seller or any of its Affiliates relating to, or change in employee participation or coverage under, any Company Benefit Plan that would increase the annual expense of maintaining such plan above the level of the expense incurred for the most recently completed fiscal year with respect to any Brand Employee. Other than in the ordinary course of business, Seller does not have any commitment or obligation and has not made any representations to any Brand Employee, whether or not legally binding) providing benefits , to any current adopt, amend or former employee, officer, director or independent contractor of the Company or any of its Subsidiaries (collectively, with the Company Pension Plans, modify any Company “employee welfare benefit plans” Benefit Plan. (as defined in Section 3(1k) of ERISA), Neither the Company International Employee Plans execution and the Company Employment Agreements, the “Company Employee Plans”), excluding standard employment agreements or offer letters entered into in the ordinary course of business consistent with past practice with employees outside the United States in accordance with local Law and offer letters, severance or employment agreements that have been entered into in the ordinary course of business or that provide for severance or change in control benefits with a value of less than $100,000. As of the date delivery of this Agreement, nor the consummation of the Contemplated Transactions could (i) entitle any Brand Employee to material severance pay or any increase in severance pay, (ii) accelerate the time of payment or vesting, or increase the amount of compensation due to any such Brand Employee, (iii) directly or indirectly cause Seller to transfer or set aside any assets to fund any benefits under any Company Benefit Plan, (iv) otherwise give rise to any liability under any Company Benefit Plan, or (v) or require a “gross-up” or other than as set forth payment to any “disqualified individual” within the meaning of Section 280G(e) of the Code due to the imposition of the excise tax under Section 4999 of the Code on any payment by a Brand Company to such disqualified individual or due to the Company Disclosure Schedulefailure of any payment to such disqualified individual to be deductible under Section 280G of the Code. There is no Contract to which Seller or the Brand Companies is a party that could, there are no employmentindividually or collectively, consulting, severance result (or termination agreements or arrangements (other than standard employment agreements or offer letters entered into has resulted) in the ordinary course payment of business consistent with past practice with employees outside the United States in accordance with local Law and offer letters, severance or employment agreements any amount that have been entered into in the ordinary course would not be deductible by reason of business or that provide for severance or change in control benefits to employees with a value of less than $100,000) between the Company or any of its Subsidiaries and any current or former employee, executive officer or director Section 280G of the Company Code. (l) Any other representation or any of its Subsidiaries (collectivelywarranty contained in this Agreement notwithstanding, the “Company Employment Agreements”), nor does representations and warranties contained in this Section 5.15 constitute the Company or any sole representations and warranties of its Subsidiaries have any general severance Seller relating to employee benefit plan or policy. For purposes of this Agreement, “Company International Employee Plan” shall mean each Company Employee Plan and each government-mandated plan or program that has been adopted or maintained by Company or any Company ERISA Affiliate, whether informally or formally, or with respect to which Company or any Company ERISA Affiliate will or may have any liability, for the benefit of Company Employees who perform services outside the United States. For the avoidance of doubt, this shall include, in Israel, manager’s insurance or other provident or pension funds which are not government-mandated but were set up to provide for Company’s legal obligation to pay statutory severance pay (Pitzuay Piturim) under the Severance Pay Law 5723-1963matters.

Benefit Plans. From (a) Neither the date Company nor any Subsidiary sponsors, maintains, contributes to, or has, within the past five years, sponsored, maintained, or contributed to or been required to contribute to, any "employee pension benefit plan" ("Pension Plan"), as such term is defined in Section 3(2) of the most recent audited financial statements included Employee Retirement Income Security Act of 1974, as amended ("ERISA"), including, solely for the purpose of this subsection, a plan excluded from coverage by Section 4(b)(5) of ERISA. Each such Pension Plan presently maintained by the Company or any Subsidiary is, in all material respects, in compliance with applicable provisions of ERISA, the Code, and other applicable law and the Company or such Subsidiary has performed all of its obligations under such Pension Plan except for such obligations that would not, individually or in the aggregate, reasonably be expected to have a Company SEC Documents filed Material Adverse Effect. (b) Neither the Company nor any Subsidiary sponsors, maintains, contributes to, or has, within the past five years, sponsored, maintained, or contributed to or been required to contribute to, any Pension Plan that is subject to Title IV of ERISA. (c) Neither the Company nor any Subsidiary sponsors, maintains, or contributes to any "employee welfare benefit plan" ("Welfare Plan"), as such term is defined in Section 3(1) of ERISA, whether insured or otherwise, and any such Welfare Plan presently maintained by the Company or any Subsidiary is, in all material respects, in compliance with the SEC prior provisions of ERISA, the Code, and all other applicable laws, including, but not limited to, Section 4980B of the Code and the regulations thereunder, and Part 6 of Title I of ERISA. Neither the Company nor any Subsidiary has established or contributed to any "voluntary employees' beneficiary association" within the meaning of Section 501(c)(9) of the Code. (d) Neither the Company nor any Subsidiary currently maintains or contributes to any oral or written bonus, profit-sharing, compensation (incentive or otherwise), commission, stock option, or other stock-based compensation, retirement, severance, change of control, vacation, sick or parental leave, dependent care, deferred compensation, cafeteria, disability, hospitalization, medical, death, retiree, insurance, or other benefit or welfare or other similar plan, policy, agreement, trust, fund, or arrangement providing for the remuneration or benefit of all or any employees, directors or any other person, that is neither a Pension Plan nor a Welfare Plan (collectively, the "Compensation Plans"). (e) With respect to the date Pension Plans, Welfare Plans or Compensation Plans, no event has occurred and, to the knowledge of this Agreement and other than as set forth on the Company Disclosure ScheduleCompany, there has not been any adoption exists no condition or amendment set of circumstances, in any material respect by connection with which the Company or any of its Subsidiaries would be subject to any liability under the terms of such Plans (other than the payment of benefits thereunder), ERISA, the Code or any other applicable law that would, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. (f) The IRS has issued favorable determination letters with respect to all Company and Subsidiary Pension Plans that are intended to be qualified under Section 401(a) of the Code. The Company has provided or made available to Parent summaries of all Pension Plans, Welfare Plans, Compensation Plans, and related agreements, and complete and accurate copies of all annual reports (Form 5500), favorable determination letters, current summary plan descriptions, and all employee handbooks or manuals. The Company has provided or made available to Parent (i) copies of all employment agreements with officers of any collective bargaining agreement of the Company or its Subsidiaries (or copies of forms of agreements setting forth representative employment terms and conditions); (ii) copies of all severance, bonus or incentive agreements, programs and policies of any of the Company or any bonusSubsidiary with or relating to any of its employees; and (iii) copies of all plans, pensionprograms, profit sharing, deferred compensation, incentive compensation, stock ownership, stock purchase, stock option, phantom stock, retirement, vacation, severance, agreements and other arrangements of any of the Company or any Subsidiary with or relating to any of its employees that contain change in controlcontrol provisions. (g) The execution of, retentionand performance of the transactions contemplated in, disabilitythis Agreement will not (either alone or upon the occurrence of any additional or subsequent events) constitute an event under any Pension Plan, death benefitWelfare Plan, hospitalizationCompensation Plan, medical or other plan, arrangement that will or understanding may result in any payment (whether of severance pay or not legally bindingotherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits, or obligation to fund benefits. The aggregate amount that (i) providing benefits to would be received (whether in cash or property or the vesting of property) as a result of any current of the transactions contemplated by this Agreement by all employees, officers, or former employee, officer, director or independent contractor directors of the Company or any of its Subsidiaries (collectively, with the Company Pension Plans, any Company “employee welfare benefit plans” affiliates who are a "disqualified individuals" (as such term is defined in proposed Treasury Regulation Section 1.280G-1) under any Pension Plan, Welfare Plan, or Compensation Plan currently in effect, and (ii) would constitute an "excess parachute payment" (as such term is defined in Section 3(1280G(b)(1) of ERISAthe Code), the Company International Employee Plans and the Company Employment Agreements, the “Company Employee Plans”), excluding standard employment agreements or offer letters entered into in the ordinary course of business consistent with past practice with employees outside the United States in accordance with local Law and offer letters, severance or employment agreements that have been entered into in the ordinary course of business or that provide for severance or change in control benefits with a value of less than shall not exceed $100,000. As of the date of this Agreement, other than as set forth on the Company Disclosure Schedule, there are no employment, consulting, severance or termination agreements or arrangements (other than standard employment agreements or offer letters entered into in the ordinary course of business consistent with past practice with employees outside the United States in accordance with local Law and offer letters, severance or employment agreements that have been entered into in the ordinary course of business or that provide for severance or change in control benefits to employees with a value of less than $100,000) between the Company or any of its Subsidiaries and any current or former employee, executive officer or director of the Company or any of its Subsidiaries (collectively, the “Company Employment Agreements”), nor does the Company or any of its Subsidiaries have any general severance plan or policy. For purposes of this Agreement, “Company International Employee Plan” shall mean each Company Employee Plan and each government-mandated plan or program that has been adopted or maintained by Company or any Company ERISA Affiliate, whether informally or formally, or with respect to which Company or any Company ERISA Affiliate will or may have any liability, for the benefit of Company Employees who perform services outside the United States. For the avoidance of doubt, this shall include, in Israel, manager’s insurance or other provident or pension funds which are not government-mandated but were set up to provide for Company’s legal obligation to pay statutory severance pay (Pitzuay Piturim) under the Severance Pay Law 5723-19634,500,000.

Benefit Plans. From (a) Except as disclosed in the Company Filed SEC Documents or Item 4.13(a) of the Company Letter or as required by law, neither the Company nor any of its Subsidiaries has adopted or amended in any material respect any Benefit Plan since the date of the most recent audited financial statements included in the Company Filed SEC Documents filed with the SEC prior to the date of this Agreement and other than Documents. Except as set forth on the Company Disclosure Schedule, there has not been any adoption or amendment disclosed in any material respect by the Company or any of its Subsidiaries of any collective bargaining agreement or any bonus, pension, profit sharing, deferred compensation, incentive compensation, stock ownership, stock purchase, stock option, phantom stock, retirement, vacation, severance, change in control, retention, disability, death benefit, hospitalization, medical or other plan, arrangement or understanding (whether or not legally bindingItem 4.13(a) providing benefits to any current or former employee, officer, director or independent contractor of the Company Letter or any of its Subsidiaries (collectively, with in the Company Pension Plans, any Company “employee welfare benefit plans” (as defined in Section 3(1) of ERISA), the Company International Employee Plans and the Company Employment Agreements, the “Company Employee Plans”), excluding standard employment agreements or offer letters entered into in the ordinary course of business consistent with past practice with employees outside the United States in accordance with local Law and offer letters, severance or employment agreements that have been entered into in the ordinary course of business or that provide for severance or change in control benefits with a value of less than $100,000. As of the date of this Agreement, other than as set forth on the Company Disclosure ScheduleFiled SEC Documents, there are exist no material employment, consulting, severance or termination agreements or arrangements (other than standard employment agreements or offer letters entered into in the ordinary course of business consistent with past practice with employees outside the United States in accordance with local Law and offer letters, severance or employment agreements that have been entered into in the ordinary course of business or that provide for severance or change in control benefits to employees with a value of less than $100,000) between the Company or any of its Subsidiaries and any current or former employeeofficer, executive officer director, employee or director consultant of the Company or any of its Subsidiaries. The Company has made available to Parent a copy of each Benefit Plan, including, without limitation, each Severance Protection Agreement. (b) Except as would not, individually or in the aggregate, have a Material Adverse Effect on the Company, each ERISA Benefit Plan maintained by the Company or any of its Subsidiaries has been maintained and operated in compliance with its terms, the applicable requirements of applicable law, including the Code and ERISA, and each ERISA Benefit Plan intended to be "qualified" within the meaning of Section 401(a) of the Code has received a favorable determination letter from the IRS. Except as disclosed in Item 4.13(b) of the Company Letter, none of the Company, its Subsidiaries or any other person or entity that together with the Company is treated as a single employer under Section 414 of the Code (each, an "ERISA Affiliate") has at any time during the five-year period preceding the date hereof contributed to any ERISA Benefit Plan that is a "multiemployer plan" (as defined in Section 3(37) of ERISA) or maintained any ERISA Benefit Plan that is subject to Title IV of ERISA or Section 412 of the Code. (c) Except as disclosed in Item 4.13(c) of the Company Letter, as of the date of this Agreement there is no pending dispute, arbitration, claim, suit or grievance involving a Benefit Plan (other than routine claims for benefits payable under any such Benefit Plan) that would reasonably be expected to have a Material Adverse Effect on the Company. (d) No liability under Title IV or Section 302 of ERISA has been incurred by the Company or any ERISA Affiliate that has not been satisfied in full, and no condition exists that presents a material risk to the Company or any ERISA Affiliate of incurring any such liability, other than any such liability that would not have a Material Adverse Effect on the Company. Insofar as the representation made in this Section 4.13(d) applies to Sections 4064, 4069 or 4204 of Title IV of ERISA, it is made with respect to any employee benefit plan, program, agreement or arrangement subject to Title IV of ERISA to which the Company or any ERISA Affiliate made, or was required to make, contributions during the five-year period ending on the last day of the most recent plan year ending prior to the Closing Date. (e) Except as disclosed in Item 4.13(e) of the Company Letter, no Benefit Plan provides medical, surgical, hospitalization or death benefits (whether or not insured) for employees or former employees of the Company or any of its Subsidiaries for periods extending beyond their retirement or other termination of service, other than (collectivelyi) coverage mandated by applicable law, (ii) death benefits under any "pension plan," (iii) benefits the “Company Employment Agreements”), nor does full cost of which is borne by the current or former employee (or his or her beneficiary) or (iv) exceptions which would not have a Material Adverse Effect on the Company. (f) Item 4.13(f) of the Company or any Letter sets forth the Company's good faith estimate of its Subsidiaries have any general severance plan or policy. For purposes of this Agreement, “Company International Employee Plan” shall mean each Company Employee Plan and each government-mandated plan or program the payments that has been adopted or maintained by Company or any Company ERISA Affiliate, whether informally or formally, or with respect to which Company or any Company ERISA Affiliate will or may have any liability, for the benefit of Company Employees who perform services outside the United States. For the avoidance of doubt, this shall include, in Israel, manager’s insurance or other provident or pension funds which are not government-mandated but were set up to provide for Company’s legal obligation to pay statutory severance pay (Pitzuay Piturim) be made under the Severance Pay Law 5723-1963Benefit Plans that could constitute "excess parachute payments" within the meaning of Section 280G of the Code.

Benefit Plans. From the date (a) The Parent Disclosure Letter sets forth a complete and correct list of the most recent audited financial statements included all employee benefit plans, as defined in the Company SEC Documents filed with the SEC prior to the date Section 3(3) of this Agreement ERISA, and other than as set forth on the Company Disclosure Scheduleall employment, there has not been any adoption or amendment in any material respect by the Company or any of its Subsidiaries of any collective bargaining agreement or any compensation, bonus, pensionstock option, stock purchase, restricted stock, incentive, deferred compensation, profit sharing, deferred compensationretiree medical or life insurance, incentive compensationsplit dollar insurance, stock ownership, stock purchase, stock option, phantom stock, supplemental retirement, vacation, severance, change in of control, retention, disability, death benefit, hospitalization, medical loans or other planbenefit plans, arrangement programs, arrangements or understanding fringe benefits, in each case, which are provided, maintained, contributed to or sponsored by Parent or Merger Sub, or for which Parent or Merger Sub has any liability, contingent or otherwise (collectively, the “Parent Benefit Plans”). (b) With respect to each Parent Benefit Plan, Parent has furnished the Company with a complete and accurate copy of the plan document or other governing contract. The Parent Benefit Plans have been operated and administered in accordance with their terms and the applicable requirements of the Code and applicable Law. There are no pending or, to the knowledge of Parent or Merger Sub, threatened suits, audits, examinations, actions, litigation or claims (excluding claims for benefits incurred in the ordinary course) with respect to any of the Parent Benefit Plans. (c) No Parent Benefit Plan is intended to be “qualified” within the meaning of Section 401(a) of the Code. Neither Parent nor any trade or business (whether or not legally bindingincorporated) providing benefits which is or has ever been treated as a single employer with Parent under Section 414(b), (c), (m) or (o) of the Code, has incurred any liability under Title IV of ERISA or Section 412 of the Code. (d) The execution and delivery by each of Parent and Merger Sub of each Transaction Agreement to which it is a party do not, and the consummation of the Merger and the other Transactions and compliance with the terms hereof and thereof will not (i) entitle any current or former employee, officer, director or independent contractor of the Company or any of its Subsidiaries (collectively, with the Company Pension Plans, any Company “employee welfare benefit plans” (as defined in Section 3(1) of ERISA), the Company International Employee Plans and the Company Employment Agreements, the “Company Employee Plans”), excluding standard employment agreements or offer letters entered into in the ordinary course of business consistent with past practice with employees outside the United States in accordance with local Law and offer letters, severance or employment agreements that have been entered into in the ordinary course of business or that provide for severance or change in control benefits with a value of less than $100,000. As of the date of this Agreement, other than as set forth on the Company Disclosure Schedule, there are no employment, consulting, severance or termination agreements or arrangements (other than standard employment agreements or offer letters entered into in the ordinary course of business consistent with past practice with employees outside the United States in accordance with local Law and offer letters, severance or employment agreements that have been entered into in the ordinary course of business or that provide for severance or change in control benefits to employees with a value of less than $100,000) between the Company or any of its Subsidiaries and any current or former employee, executive officer or director of the Company Parent or Merger Sub to severance pay, bonus payment, finders fee, “change of control” payment or similar payment, (ii) accelerate the time of payment or vesting or trigger any payment or funding (through a grantor trust or otherwise) of compensation or benefits under, increase the amount payable or trigger any other material obligation pursuant to, any Parent Benefit Plan or (iii) result in any breach or violation of, or a default under, any Parent Benefit Plan. There is no amount that could be received (whether in cash or property or the vesting of property) as a result of the Merger or any other Transaction by any employee, officer or director of Parent or any of its Subsidiaries (collectively, the “Company Employment Agreements”), nor does the Company or any of its Subsidiaries have any general severance plan or policy. For purposes of this Agreement, “Company International Employee Plan” shall mean each Company Employee Plan and each government-mandated plan or program that has been adopted or maintained by Company or any Company ERISA Affiliate, whether informally or formally, or with respect to which Company or any Company ERISA Affiliate will or may have any liability, for the benefit of Company Employees who perform services outside the United States. For the avoidance of doubt, this shall include, in Israel, manager’s insurance or other provident or pension funds which are not government-mandated but were set up to provide for Company’s legal obligation to pay statutory severance pay (Pitzuay Piturim) under the Severance Pay Law 5723-1963affiliates.

Benefit Plans. From the date of the most recent audited financial statements included (a) Buyer has performed all obligations required to be performed by it under, is not in the Company SEC Documents filed with the SEC prior to the date of this Agreement default or violation of, and other than as set forth on the Company Disclosure Schedule, there has not been any adoption or amendment in any material respect by the Company or any of its Subsidiaries no knowledge of any collective bargaining agreement default or violation by any bonusother party to, pension, profit sharing, deferred each material employee compensation, incentive compensationincentive, stock ownershipfringe or benefit plans, stock purchaseprograms, stock optionpolicies, phantom stockpractices, retirementcontracts, vacationagreements, severance, change in control, retention, disability, death benefit, hospitalization, medical commitments or other plan, arrangement or understanding arrangements (whether or not legally bindingset forth in a written document and including, without limitation, all “employee benefit plans” within the meaning of Section 3(3) providing benefits to of ERISA) covering any current active or former employee, officer, director or independent contractor consultant of the Company Buyer, any Buyer Subsidiary or any of its Subsidiaries trade or business (collectively, with the Company Pension Plans, any Company “employee welfare benefit plans” whether or not incorporated) which is a Buyer Affiliate (as defined in Section 3(1) of ERISA), the Company International Employee Plans and the Company Employment Agreements, the “Company Buyer Employee Benefit Plans”), except for such failures to perform, defaults and violations as would not have a Buyer Material Adverse Effect. Each such Buyer Employee Benefit Plan has been established, maintained and administered in accordance with its terms and with the requirements prescribed by any and all statutes, orders, rules and regulations (foreign or domestic), including but not limited to ERISA and the Code, which are applicable to such Buyer Employee Benefit Plans, except for such violations as would not have a Buyer Material Adverse Effect. No suit, action, claim or other litigation (excluding standard employment agreements or offer letters entered into claims for benefits incurred in the ordinary course of business consistent Buyer Employee Benefit Plan activities) has been brought, or to the knowledge of Buyer is threatened, against or with past practice with employees outside the United States in accordance with local Law respect to any such Buyer Employee Benefit Plan and offer letters, severance or employment agreements that have been entered into in the ordinary course of business or that provide for severance or change in control benefits with a value of less than $100,000. As of the date of this Agreement, other than as set forth on the Company Disclosure Schedule, there are no employmentaudits, consultinginquiries or proceedings pending or, severance to the knowledge of Buyer, threatened by the Internal Revenue Service or termination agreements or arrangements (other than standard employment agreements or offer letters entered into in the ordinary course of business consistent with past practice with employees outside the United States in accordance Department of Labor with local Law and offer lettersrespect to any Buyer Employee Benefit Plans that would have a Buyer Material Adverse Effect. (b) None of Buyer, severance or employment agreements that have been entered into in the ordinary course of business or that provide for severance or change in control benefits to employees with a value of less than $100,000) between the Company any Buyer Subsidiary, or any Buyer Affiliate maintains or has at any time ever maintained, established, sponsored, participated in, or contributed to any plan subject to Title IV of its Subsidiaries ERISA or Section 412 of the Code and at no time has Buyer or any current Buyer Subsidiary contributed to or former employeebeen requested to contribute to any “multiemployer plan,” as such term is defined in ERISA Section 3(37) or to any plan described in Section 413 of the Code. None of Buyer, executive any Buyer Subsidiary or any officer or director of the Company Buyer or any Buyer Subsidiary is subject to any liability or penalty under Section 4975 through 4980B of its Subsidiaries the Code or Title I of ERISA. (collectively, c) None of the “Company Employment Agreements”), nor does the Company Buyer Employee Benefit Plans promises or any of its Subsidiaries have any general severance plan or policy. For purposes of this Agreement, “Company International Employee Plan” shall mean each Company Employee Plan and each government-mandated plan or program that has been adopted or maintained by Company or any Company ERISA Affiliate, whether informally or formally, or with respect to which Company or any Company ERISA Affiliate will or may have any liability, for the benefit of Company Employees who perform services outside the United States. For the avoidance of doubt, this shall include, in Israel, manager’s insurance provides retiree medical or other provident retiree welfare benefits to any person except as required by applicable law, and neither Buyer nor any Buyer Subsidiary has represented, promised or pension funds which are not government-mandated but were set up contracted (whether in oral or written form) to provide for Company’s legal obligation such retiree benefits to pay statutory severance pay (Pitzuay Piturim) under any employee, former employee, director, consultant or other person, except to the Severance Pay Law 5723-1963extent required by statute.

Benefit Plans. From the date (a) Section 4.9 of the most recent audited financial statements included in the Company SEC Documents filed with the SEC prior to the date of this Agreement and other than as set forth on the Company Disclosure ScheduleSchedule sets forth a true and complete list of each Company Benefit Plan. A “Company Benefit Plan” is any “employee benefit plan” within the meaning of Section 3(3) of ERISA, there has and whether or not been any adoption or amendment in subject to ERISA, any material respect by the Company employment, termination or severance agreement, and any of its Subsidiaries of any collective bargaining agreement or any material bonus, pension, profit sharing, deferred compensation, incentive compensation, stock ownership, stock purchase, stock option, phantom stock, retirementequity-based, vacation, severance, retention, change in control, retentionprofit sharing, retirement, welfare, disability, death benefit, hospitalization, medical hospitalization or other insurance plan, arrangement and any other material plan, agreement, or understanding (whether program providing compensation or not legally binding) providing benefits to any current or former employee, officer, director or independent contractor of the Company or any ERISA Affiliate of its Subsidiaries (collectively, with the Company Pension or maintained, contributed to, or required to be contributed to by the Company or other ERISA Affiliate or that the Company or any ERISA Affiliate has committed to establish, adopt or contribute to, or under which the Company or any ERISA Affiliate otherwise has or may have any liability. (b) No Company Benefit Plan is a multiemployer plan within the meaning of ERISA Section 3(37)). (c) No Company Benefit Plan is a “defined benefit pension plan” within the meaning of Code Section 414(j) or subject to Title IV of ERISA; no Company Benefit Plan is subject to the minimum funding standards of Code Section 412 and/or ERISA section 302; and neither the Company nor any ERISA Affiliate has any liability to the PBGC or any other person, arising directly or indirectly under Title IV of ERISA. (d) Each Company Benefit Plan has been maintained in material compliance with its terms and with all applicable laws, including, but not limited to ERISA and the Code and with respect to Company Benefit Plans, individually and in the aggregate, no event has occurred and, to the knowledge of the Company, there exists no condition or set of circumstances in connection with which the Company or any ERISA Affiliates could be subject to any liability under ERISA, the Code or any other Applicable Law. (e) There are no actions, suits or claims pending (other than routine claims for benefits) or, to the knowledge of the Company, threatened against, or with respect to, any Company Benefit Plan. (f) All required contributions to Company Benefit Plans due on or before the Closing Date have been, or will have been, made or properly accrued on or before the Closing Date. (g) The execution and delivery by the Company of this Agreement does not, and the consummation of the Merger and compliance with the terms hereof (whether alone or in combination with any other event) will not, (A) entitle any current or former employee or director or independent contractor of the Company to severance pay, (B) except as expressly required by this Agreement, accelerate the time of payment or vesting or trigger any payment or funding (through a grantor trust or otherwise) of compensation or benefits under, increase the amount payable or trigger any other material obligation pursuant to, any Company Benefit Plan, (C) result in any breach or violation of, or a default under, any Company Benefit Plan, or (D) cause any amounts payable under any Company Benefit Plan (whether in cash, in property or in the form of benefits) to fail to be deductible for federal income tax purposes by virtue of Sections 162(m) or 280G of the Code. (h) None of the Company, any ERISA Affiliate, or Company Benefit Plan has engaged in a transaction in connection with which the Company or any ERISA Affiliate, or any such trust, or any trustee or administrator thereof, or any party dealing with any Company Benefit Plan or any such trust could be subject to either a civil penalty assessed pursuant to Sections 409 or 502(i) of ERISA or a Tax imposed pursuant to Sections 4975 or 4976 of the Code. (i) Each Company Benefit Plan and related trust intended to qualify under Sections 401 and 501(a) of the Code is subject to a current favorable determination or opinion letter from the IRS and, to the Company’s knowledge, nothing has occurred that is reasonably likely to result in the revocation of such letter. The Company has not sponsored, maintained or contributed to or had any liability with respect to any qualified pension plan which, during the preceding two (2) years, has been terminated, including by way of merger with or into a Company Benefit Plan or another plan. (j) The Company does not contribute to, has or could have any liability with respect to retiree medical coverage or other medical, health, life or other welfare benefits for present or future terminated employees or their spouses or dependents other than as required by COBRA or any comparable state Applicable Law. (k) No employer other than the Company or an ERISA Affiliate is permitted to participate in any Company Benefit Plan and no leased employees (as defined in Code Section 414(n)) or independent contractors are eligible for, or participate in, any Company Benefit Plan. (l) Except as set forth on Section 4.9 of the Company Disclosure Schedule, no Company Benefit Plan is a “employee welfare benefit plansnonqualified deferred compensation plan” subject to Section 409A of the Code and the regulations and other guidance promulgated thereunder (unless such Company Benefit Plan complies with an exemption or exception to Code Section 409A). Neither the Company nor any ERISA Affiliates are a party to any agreement, or otherwise obligated under any Company Benefit Plan, to provide for a gross up of Taxes imposed by Section 409A of the Code. Each nonqualified deferred compensation plan (as defined in Section 3(1409A(d)(1) of ERISA), the Company International Employee Plans and the Company Employment Agreements, the “Company Employee Plans”), excluding standard employment agreements Code) maintained or offer letters entered into in the ordinary course of business consistent with past practice with employees outside the United States in accordance with local Law and offer letters, severance or employment agreements that have been entered into in the ordinary course of business or that provide for severance or change in control benefits with a value of less than $100,000. As of the date of this Agreement, other than as set forth on the Company Disclosure Schedule, there are no employment, consulting, severance or termination agreements or arrangements (other than standard employment agreements or offer letters entered into in the ordinary course of business consistent with past practice with employees outside the United States in accordance with local Law and offer letters, severance or employment agreements that have been entered into in the ordinary course of business or that provide for severance or change in control benefits to employees with a value of less than $100,000) between sponsored by the Company or any of its Subsidiaries ERISA Affiliates has since (i) January 1, 2005, been maintained and any current or former employee, executive officer or director operated in good faith compliance with Section 409A of the Company or any Code and Notice 2005-1, (ii) October 3, 2004, not been “materially modified” (within the meaning of its Subsidiaries (collectively, the “Company Employment Agreements”), nor does the Company or any of its Subsidiaries have any general severance plan or policy. For purposes of this Agreement, “Company International Employee Plan” shall mean each Company Employee Plan and each government-mandated plan or program that has been adopted or maintained by Company or any Company ERISA Affiliate, whether informally or formally, or Notice 2005 1) with respect to any amounts that are “grandfathered” from the application of Section 409A of the Code, and (iii) January 1, 2010, been in documentary and operational compliance with final regulations under Section 409A of the Code. (m) No Company Benefit Plan is now, or in the past seven years been, “top-heavy” pursuant to Code Section 416. (n) The Company has delivered or made available to ANI true and complete copies of: (i) all Company Benefit Plan documents and related trust agreements or other agreements or contracts evidencing any funding vehicle with respect thereto; (ii) the three most recent annual reports on Form 5500, including all schedules, attachments and/or audits thereto, with respect to any Company Benefit Plan for which such a report (and/or audit) is required; (iii) the summary plan description, including any summary of material modifications thereto or other modifications communicated to participants, currently in effect with respect to each Company Benefit Plan; (iv) the most recent determination letter or opinion letter issued by the IRS with respect to each Company Benefit Plan intended to qualify under section 401(a) of the Code and with respect to any determination letter the full and complete application therefore submitted to the IRS; and (v) material correspondence in the past seven years with regulatory authorities (such as a copy of all documents relating to any audit or investigation by any regulatory authority or any voluntary correction submission with the Department of Labor or the IRS) with respect to any Company ERISA Affiliate will or may have any liability, for the benefit of Company Employees who perform services outside the United States. For the avoidance of doubt, this shall include, in Israel, manager’s insurance or other provident or pension funds which are not government-mandated but were set up to provide for Company’s legal obligation to pay statutory severance pay (Pitzuay Piturim) under the Severance Pay Law 5723-1963Benefit Plan.

Benefit Plans. From the date (a) Section 4.13(a) of the most recent audited financial statements included in the Company SEC Documents filed with the SEC prior to the date of this Agreement and other than as set forth on the Company Disclosure ScheduleLetter lists, there has as of the date hereof, all material employee benefit plans (as defined in Section 3(3) of ERISA (whether or not been any adoption or amendment in any subject to ERISA)) and all material respect by the Company or any of its Subsidiaries of any collective bargaining agreement or any bonus, pensionstock option, profit sharingshare purchase, restricted share, other equity or equity-based plans, incentive, deferred compensation, incentive compensationretiree medical or life insurance, stock ownership, stock purchase, stock option, phantom stock, supplemental retirement, vacationemployment, severanceretention, transaction bonus, termination, change in control, retentionseverance, disabilityhealth, death benefitlife, hospitalizationor disability insurance, dependent care or other material benefit plans, programs, policies, arrangements, contracts or agreements (including the Company Employment Agreements), in each case, to which the Company, Company LP or any Company Subsidiary is a party, with respect to which the Company, Company LP or any Company Subsidiary has or could have any current or future obligation or liability (contingent or otherwise), or under which any of the current or former employees, officers, trustees, directors or independent contractors of the Company, Company LP or any Company Subsidiary (or any of their dependents) has any present or future right to compensation or benefits (all such plans, programs, arrangements, contracts or agreements, collectively, the “Company Benefit Plans”). The Company has made available to Parent, to the extent applicable, and, to the Knowledge of the Company, true and complete copies of the following with respect to each material Company Benefit Plan: (i) the Company Benefit Plans to the extent in written form (or to the extent not in written form, a written description of all of the material terms of such Company Benefit Plan), (ii) the annual reports (Form 5500s) filed for the most recent plan year, if any, relating to a Company Benefit Plan, (iii) the most recently received IRS determination letter or opinion letter, if any, relating to a Company Benefit Plan, (iv) the most recently prepared actuarial report or financial statement, if any, relating to a Company Benefit Plan, (v) any related trust agreement or other funding instrument, (vi) the most recent prospectus, if any, for each Company Equity Incentive Plan and the Company ESPP, and (vii) all material correspondence with the Department of Labor, the IRS or any other Governmental Authority with respect to any Company Benefit Plan for the last three (3) plan years. (b) Each Company Benefit Plan has been established and operated in all material respects in accordance with its terms and the requirements of all applicable Laws, including ERISA and the Code. (c) Each Company Benefit Plan that is intended to be qualified under Section 401(a) of the Code has received a favorable determination letter from the IRS, or is entitled to rely on a favorable opinion letter issued by the IRS, and, except as would not reasonably be expected to have a Company Material Adverse Effect, no fact or event has occurred since the date of such determination letter or opinion letter from the IRS that would reasonably be expected to adversely affect the qualified status of any such Company Benefit Plan. None of the assets of any such Company Benefit Plan are invested in securities of the Company, Company LP or any Company Subsidiary, or in employer real property. (d) None of the Company, Company LP or any Company Subsidiary or any of their ERISA Affiliates have within the last six (6) years (i) sponsored, maintained or had any obligation with respect to an “employee benefit plan” (as defined in Section 3(3) of ERISA) that is subject to the provisions of Section 302 or Title IV of ERISA or Section 412 of the Code or a “multiemployer plan” within the meaning of Section 3(37) of ERISA or (ii) incurred or reasonably expects to incur any material liability pursuant to Title IV of ERISA, whether contingent or otherwise. Neither the Company, Company LP, any Company Subsidiary nor any of their ERISA affiliates has any obligation with respect to any Company Benefit Plan that provides for any post-employment or post-retirement health or medical or life insurance benefits for former or current employees of the Company, Company LP, any Company Subsidiary or any of their ERISA Affiliates except as required by Section 4980B of the Code or similar state Law. No ERISA Affiliate of the Company, Company LP, any Company Subsidiary (other than the Company, Company LP or any Company Subsidiary) in existence on or prior to the Closing shall, after the Closing, maintain any “group health plan” as defined in Section 5000(b)(1) of the Code. (e) Except as provided in any Company Benefit Plan or Company Employment Agreement, arrangement as set forth in Section 4.13(e) of the Company Disclosure Letter or understanding as otherwise specifically contemplated by this Agreement with respect to the Company Equity Awards and Company Look-Back LTI Awards, neither the execution and delivery of this Agreement nor the consummation of the Mergers and the other transactions contemplated hereby will (either alone or in conjunction with any other event (whether contingent or not legally bindingotherwise)) providing benefits (i) increase the amount or value of, any payment, right or other benefit otherwise due to any current or former employee, officer, trustee, director or independent contractor other service provider of the Company, Company LP or any of its Subsidiaries Company Subsidiary, (collectively, with the Company Pension Plans, any Company “employee welfare benefit plans” (as defined in Section 3(1ii) of ERISA), the Company International Employee Plans and the Company Employment Agreements, the “Company Employee Plans”), excluding standard employment agreements or offer letters entered into in the ordinary course of business consistent with past practice with employees outside the United States in accordance with local Law and offer letters, severance or employment agreements that have been entered into in the ordinary course of business or that provide for severance or change in control benefits with a value of less than $100,000. As of the date of this Agreement, other than as set forth on the Company Disclosure Schedule, there are no employment, consulting, severance or termination agreements or arrangements (other than standard employment agreements or offer letters entered into in the ordinary course of business consistent with past practice with employees outside the United States in accordance with local Law and offer letters, severance or employment agreements that have been entered into in the ordinary course of business or that provide for severance or change in control benefits to employees with a value of less than $100,000) between the Company or any of its Subsidiaries and entitle any current or former employee, executive officer officer, trustee, director or director other service provider of the Company, Company LP or any Company Subsidiary to severance pay or any other similar termination payment or (iii) result in any amount failing to be deductible by reason of Section 280G of the Code. No Person is entitled to any gross-up, make-whole or other additional payment in respect of any Taxes imposed under Section 409A or Section 4999 of the Code or any interest or penalty related thereto. (f) Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect: (i) no non-exempt “prohibited transactions” (as described in Section 406 of ERISA or Section 4975 of the Code) have occurred with respect to any Company Benefit Plan; and (ii) each Company Benefit Plan that is a “nonqualified deferred compensation plan” (as defined under Section 409A(d)(1) of the Code) has been operated and administered in good faith compliance with Section 409A of the Code and related Treasury guidance thereunder. (g) Section 4.13(g) of the Company or any Disclosure Letter lists: (i) each outstanding award of its Subsidiaries (collectivelyCompany Restricted Shares, and with respect to each award of Company Restricted Shares, the “name of the holder thereof, the additional Company Employment Agreements”), nor does Restricted Shares issuable upon performance in excess of target levels in accordance with the terms of the applicable award agreement or Company or any of its Subsidiaries have any general severance plan or policy. For purposes Equity Incentive Plan governing such award and such target level and the aggregate cash dividends and other distributions payable with respect to the award pursuant to Section 3.3(d) if the REIT Merger Effective Time were on the date of this Agreement; (ii) each outstanding Company Option, “Company International Employee Plan” shall mean each Company Employee Plan and each government-mandated plan or program that has been adopted or maintained by Company or any Company ERISA Affiliate, whether informally or formally, or with respect to which each Company Option, the name of the holder thereof (except to the extent that such Company Option is “underwater” relative to the REIT Per Share Merger Consideration), the grant date, exercise price, expiration date, current vesting status and vesting conditions and whether or any not the Option was intended to be an “incentive stock option;” (iii) each outstanding Company ERISA Affiliate will or may have any liabilityLook-Back LTI Award, and with respect to each Company Look-Back LTI Award, the name of the grantee thereof, and for the benefit outstanding performance period, the target amount of Company Employees who perform services outside the United States. For performance portion of the avoidance award and the stretch amount of doubt, this shall include, in Israel, manager’s insurance or other provident or pension funds which are not government-mandated but were set up the performance portion of the award; and (iv) each Person that is entitled to provide for receive any annual cash incentive under the Company’s legal obligation applicable annual incentive bonus program and the amount payable thereunder as described in Section 7.15(e). The Company shall, no later than five (5) Business Days prior to pay statutory severance pay (Pitzuay Piturimthe REIT Merger Effective Time, update the information set forth in Section 4.13(g) under of the Severance Pay Law 5723-1963Company Disclosure Letter.

Benefit Plans. From the date (a) None of the most recent audited financial statements included in the Company SEC Documents filed with the SEC prior to the date of this Agreement and other than as set forth on the Company Disclosure ScheduleCompany, there has not been any adoption or amendment in any material respect by the Company or any of its Subsidiaries of any collective bargaining agreement or any bonusmember of their Controlled Group has ever sponsored, pensionmaintained, profit sharingcontributed to or been required to contribute to or incurred any liability (contingent or otherwise) with respect to: (i) a “multiemployer plan” (within the meaning of ERISA section 3(37)), deferred compensation(ii) an “employee pension benefit plan,” within the meaning of Section 3(2) of ERISA (“Pension Plan”) that is subject to Title IV of ERISA or Section 412 of the Code, incentive compensation(iii) a Pension Plan which is a “multiple employer plan” as defined in Section 413 of the Code, stock ownershipor (iv) a “funded welfare plan” within the meaning of Section 419 of the Code. (b) Section 3.12(a) of the Company Disclosure Letter contains a true and complete list of each “employee benefit plan” (within the meaning of section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), whether or not subject to ERISA), “multiemployer plan” (within the meaning of ERISA section 3(37)), and all stock purchase, stock option, phantom stock, retirement, vacationstock or other equity-based plan, severance, change in employment, collective bargaining, change-in-control, retention, disability, death fringe benefit, hospitalizationbonus, medical incentive, deferred compensation, supplemental retirement, health, life, or disability insurance, dependent care and all other employee benefit and compensation plans, agreements, programs, policies or other planarrangements, arrangement or understanding (whether or not legally bindingsubject to ERISA (including any funding mechanism therefor now in effect or required in the future as a result of the Transactions or otherwise), whether written or oral, under which any current or former employee, director or consultant of the Company or its Subsidiaries (or any of their dependents) providing has any present or future right to compensation or benefits or that the Company or its Subsidiaries sponsors or maintains, is making contributions to or has any present or future liability or obligation (contingent or otherwise) or with respect to which it is otherwise bound (collectively, the “Company Plans”). The Company has provided or made available to Parent a current, accurate and complete copy of each Company Plan, or if such Company Plan is not in written form, a written summary of all of the material terms of such Company Plan. With respect to each Company Plan, the Company has furnished or made available to Parent a current, accurate and complete copy of, to the extent applicable: (i) any related trust agreement or other funding instrument, (ii) the most recent determination letter of the Internal Revenue Service (the “IRS”), (iii) the most recent summary plan description, summary of material modifications since the date of the most recent summary plan description, and other similar material written communications (or a written description of any material oral communications) since January 1, 2019 to the employees of the Company or its Subsidiaries concerning the extent of the benefits provided thereunder, and (iv) for the three most recent years (A) the Form 5500 and attached schedules, (B) audited financial statements, and (C) actuarial valuation reports. (c) With respect to the Company Plans: (i) each Company Plan complies in all material respects in form and in operation with its terms and the applicable provisions of ERISA and the Code and all other applicable legal requirements; (ii) no non-exempt prohibited transaction, as described in Section 406 of ERISA or Section 4975 of the Code has occurred with respect to any Company Plan, and all contributions required to be made under the terms of any Company Plan have been timely made; (iii) each Company Plan intended to be qualified under Section 401(a) of the Code has received a favorable determination, advisory and/or opinion letter, as applicable, from the IRS that it is so qualified and nothing has occurred since the date of such letter that would reasonably be expected to cause the loss of the sponsor’s ability to rely upon such letter, and nothing has occurred that would reasonably be expected to result in the loss of the qualified status of such Company Plan; (iv) there is no Action (including any investigation, audit or other administrative proceeding) by the Department of Labor, the Pension Benefit Guaranty Corporation (the “PBGC”), the IRS or any other Governmental Entity or by any plan participant or beneficiary pending, or to the knowledge of the Company, threatened, relating to the Company Plans, any fiduciaries thereof with respect to their duties to the Company Plans or the assets of any of the trusts under any of the Company Plans (other than routine claims for benefits) nor are there facts or circumstances that exist that could reasonably give rise to any such Actions; (v) none of the Company, its Subsidiaries or any member of their Controlled Group has incurred any direct or indirect liability under ERISA, the Code or other applicable Laws in connection with the termination of, withdrawal from or failure to fund, any Company Plan or other retirement plan or arrangement, and no fact or event exists that would reasonably be expected to give rise to any such liability; (vi) the Company and its Subsidiaries do not maintain any Company Plan that is a “group health plan” (as such term is defined in Section 5000(b)(1) of the Code) that has not been administered and operated in all material respects in compliance with the applicable requirements of Section 601, et seq. of ERISA and Section 4980B(b) of the Code or other applicable similar Law regarding health care coverage continuation (collectively “COBRA”) and the Patient Protection and Accountability Act, as amended (the “PPACA”), and the Company and its Subsidiaries are not subject to any liability, including additional contributions, fines, assessable payments, penalties or loss of Tax deduction as a result of such administration and operation; (vii) none of the Company Plans currently provides, or reflects or represents any liability to provide post-termination or retiree welfare benefits to any Person for any reason, except as may be required by COBRA, and none of the Company, its Subsidiaries or any members of their Controlled Group has any liability to provide post-termination or retiree welfare benefits to any Person or ever represented, promised or contracted to any employee or former employee of the Company (either individually or to the Company’s employees as a group) or any other Person that such employee(s) or other Person would be provided with post-termination or retiree welfare benefits, except to the extent required by statute or except with respect to a contractual obligation to reimburse any premiums such Person may pay in order to obtain health coverage under COBRA; (viii) each Company Plan is subject exclusively to United States Law; and (ix) the execution and delivery of this Agreement and the consummation of the Transactions will not, either alone or in combination with any other event, (A) entitle any current or former employee, officer, director or independent contractor consultant of the Company or any of its Subsidiaries to severance pay, unemployment compensation or any other similar termination payment, or (collectivelyB) accelerate the time of payment or vesting, with or increase the amount of or otherwise enhance any benefit due any such employee, officer, director or consultant. (d) Neither the Company Pension Plans, any Company “employee welfare benefit plans” (as defined in Section 3(1) of ERISA), the Company International Employee Plans and the Company Employment Agreements, the “Company Employee Plans”), excluding standard employment agreements or offer letters entered into in the ordinary course of business consistent with past practice with employees outside the United States in accordance with local Law and offer letters, severance or employment agreements that have been entered into in the ordinary course of business or that provide for severance or change in control benefits with a value of less than $100,000. As of the date of this Agreement, other than as set forth on the Company Disclosure Schedule, there are no employment, consulting, severance or termination agreements or arrangements (other than standard employment agreements or offer letters entered into in the ordinary course of business consistent with past practice with employees outside the United States in accordance with local Law and offer letters, severance or employment agreements that have been entered into in the ordinary course of business or that provide for severance or change in control benefits to employees with a value of less than $100,000) between the Company or nor any of its Subsidiaries and is a party to any current agreement, contract, arrangement or former employeeplan (including any Company Plan) that may reasonably be expected to result, executive officer separately or director in the aggregate, in connection with the Transactions (either alone or in combination with any other events), in the payment of any “parachute payments” within the meaning of Section 280G of the Code. There is no agreement, plan or other arrangement to which any of the Company or any of its Subsidiaries (collectively, the “Company Employment Agreements”), nor does the Company is a party or by which any of its Subsidiaries have them is otherwise bound to compensate any general severance plan Person in respect of Taxes or policy. For purposes of this Agreement, “Company International Employee Plan” shall mean each Company Employee Plan and each government-mandated plan or program that has been adopted or maintained by Company or any Company ERISA Affiliate, whether informally or formally, or other liabilities incurred with respect to which Section 409A or 4999 of the Code. (e) Each Company or Plan that constitutes in any Company ERISA Affiliate will or may have any liability, for part a “nonqualified deferred compensation plan” within the benefit meaning of Company Employees who perform services outside Section 409A(d)(1) of the United States. For Code (a “Nonqualified Deferred Compensation Plan”) subject to Section 409A of the avoidance Code has been operated and maintained in all material respects in compliance with Section 409A of doubt, this shall include, in Israel, manager’s insurance or the Code and the regulations and other provident or pension funds which are not government-mandated but were set up to provide for Company’s legal obligation to pay statutory severance pay administrative guidance promulgated thereunder (Pitzuay Piturim) under the Severance Pay Law 5723-1963“409A Authorities”).

Benefit Plans. From the date of the most recent audited financial statements included in (a) Neither the Company SEC Documents filed with nor any Subsidiary sponsors, maintains, contributes to, or has, during the SEC prior to five year period ending on the date of this Agreement Agreement, sponsored, maintained, or contributed to or been required to contribute to, any "employee pension benefit plan" ("Pension Plan"), as such term is defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), including, solely for the purpose of this subsection, a plan excluded from coverage by Section 4(b)(5) of ERISA. Each such Pension Plan presently maintained by the Company or any Subsidiary is, in all material respects, in compliance with applicable provisions of ERISA, the Code, and other than as set forth applicable law and the Company or such Subsidiary has performed all of its obligations under such Pension Plan except for such obligations that could not reasonably be expected to have a Company Material Adverse Effect. (b) Neither the Company nor any Subsidiary sponsors, maintains, contributes to, or has, during the five year period ending on the date of this Agreement, sponsored, maintained, or contributed to or been required to contribute to, any Pension Plan that is subject to Title IV of ERISA. (c) Neither the Company Disclosure Schedulenor any Subsidiary sponsors, maintains, or contributes to any "employee welfare benefit plan" ("Welfare Plan"), as such term is defined in Section 3(1) of ERISA, whether insured or otherwise, and any such Welfare Plan presently maintained by the Company or any Subsidiary is, in all material respects, in compliance with the provisions of ERISA, the Code, and all other applicable laws, including, but not limited to, Section 4980B of the Code and the regulations thereunder, and Part 6 of Title I of ERISA. Neither the Company nor any Subsidiary has established or contributed to any "voluntary employees' beneficiary association" within the meaning of Section 501(c)(9) of the Code. (d) Neither the Company nor any Subsidiary currently maintains or contributes to any oral or written bonus, profit-sharing, compensation (incentive or otherwise), commission, stock option, or other stock-based compensation, retirement, severance, change of control, vacation, sick or parental leave, dependent care, deferred compensation, cafeteria, disability, hospitalization, medical, death, retiree, insurance, or other benefit or welfare or other similar plan, policy, agreement, trust, fund, or arrangement providing for the remuneration or benefit of all or any employees, directors or any other person, that is neither a Pension Plan nor a Welfare Plan (collectively, the "Compensation Plans"). (e) With respect to the Pension Plans, Welfare Plans or Compensation Plans, no event has occurred and, to the knowledge of the Company, there has not been any adoption exists no condition or amendment set of circumstances, in any material respect by connection with which the Company or any of its Subsidiaries could be subject to any liability under the terms of such Plans (other than the payment of benefits thereunder), ERISA, the Code or any other applicable law which could reasonably be expected to have a Company Material Adverse Effect. (f) The Internal Revenue Service has issued favorable determination letters with respect to all Company and Subsidiary Pension Plans that are intended to be qualified under Section 401(a) of the Code. The Company has provided to Parent the written documents setting forth the terms of all Pension Plans, Welfare Plans, Compensation Plans, and related agreements, and complete and accurate copies of all annual reports (Form 5500), favorable determination letters, current summary plan descriptions, and all employee handbooks or manuals. The Company has provided to Parent (i) copies of all employment agreements with officers of any collective bargaining agreement of the Company, its U.S. Subsidiaries or, to the extent reasonably available, the Company's non-U.S. Subsidiaries (or any bonus, pension, profit sharing, deferred compensation, incentive compensation, stock ownership, stock purchase, stock option, phantom stock, retirement, vacation, copies of forms of agreements setting forth representative employment terms and conditions); (ii) copies of all severance, bonus or incentive agreements, programs and policies of any of the Company, any U.S. Subsidiary or, to the extent reasonably available, the Company's non-U.S. Subsidiaries with or relating to any of its employees; and (iii) copies of all plans, programs, agreements and other arrangements of any of the Company, any U.S. Subsidiary or, to the extent reasonably available, the Company's non-U.S. Subsidiaries with or relating to any of its employees which contain change in controlcontrol provisions. With respect to any items that would be described in the immediately preceding sentence but for the fact that such copies relate to non-U.S. Subsidiaries and are not reasonably available to the Company, retentionthe Company (i) shall deliver copies thereof to Parent prior to the Effective Time, disabilityand (ii) represents and warrants to Parent that such items will not, death benefitindividually or in the aggregate, hospitalizationbe material to the Company and its Subsidiaries. (g) The execution by the Company of, medical and performance by the Company of the transactions contemplated in, this Agreement will not (either alone or upon the occurrence of any additional or subsequent events) constitute an event under any Pension Plan, Welfare Plan, Compensation Plan, or other plan, arrangement or understanding that will result in any payment (whether of severance pay or not legally bindingotherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits, or obligation to fund benefits. No amount that could be received (whether in cash or property or the vesting of property) providing benefits to as a result of any current or former of the transactions contemplated by this Agreement by any employee, officer, director or independent contractor of the Company or any of its Subsidiaries (collectively, with the Company Pension Plans, any Company “employee welfare benefit plans” (as defined in Section 3(1) of ERISA), the Company International Employee Plans and the Company Employment Agreements, the “Company Employee Plans”), excluding standard employment agreements or offer letters entered into in the ordinary course of business consistent with past practice with employees outside the United States in accordance with local Law and offer letters, severance or employment agreements that have been entered into in the ordinary course of business or that provide for severance or change in control benefits with a value of less than $100,000. As of the date of this Agreement, other than as set forth on the Company Disclosure Schedule, there are no employment, consulting, severance or termination agreements or arrangements (other than standard employment agreements or offer letters entered into in the ordinary course of business consistent with past practice with employees outside the United States in accordance with local Law and offer letters, severance or employment agreements that have been entered into in the ordinary course of business or that provide for severance or change in control benefits to employees with a value of less than $100,000) between the Company or any of its Subsidiaries and any current or former employee, executive officer or director of the Company or any of its Subsidiaries affiliates who is a "disqualified individual" (collectively, the “Company Employment Agreements”), nor does the Company or any of its Subsidiaries have any general severance plan or policyas such term is defined in Prop. For purposes of this Agreement, “Company International Employee Plan” shall mean each Company Employee Plan and each government-mandated plan or program that has been adopted or maintained by Company or any Company ERISA Affiliate, whether informally or formally, or with respect to which Company or any Company ERISA Affiliate will or may have any liability, for the benefit of Company Employees who perform services outside the United States. For the avoidance of doubt, this shall include, in Israel, manager’s insurance or other provident or pension funds which are not government-mandated but were set up to provide for Company’s legal obligation to pay statutory severance pay (Pitzuay Piturim) under the Severance Pay Law 5723-1963Treas.

Benefit Plans. From the date (a) Section 4.11(a) of the most recent audited financial statements included Disclosure Schedule contains a true and correct list of each employee benefit plan (as defined in Section 3(3) of the Company SEC Documents filed with the SEC prior to the date Employee Retirement Income Security Act of this Agreement 1974, as amended ("ERISA")), and other than as set forth on the Company Disclosure Schedule, there has not been any adoption or amendment in any material respect by the Company or any of its Subsidiaries of any collective bargaining agreement or any bonus, pension, profit sharing, deferred compensation, incentive compensation, stock ownership, stock purchase, stock option, phantom stock, restricted stock, retirement, thrift, savings, stock bonus, cafeteria, fringe benefit, vacation, severance, change in control, retention, disability, death benefit, hospitalizationmedical, medical hospitalization or insurance or other plan, program, arrangement or understanding (whether understanding, maintained or not legally binding) providing benefits contributed to, or required to any current be maintained or former employeecontributed to, officer, director or independent contractor of by the Company or any of its Subsidiaries subsidiaries (collectively, with the Company Pension Plans, any Company “employee welfare benefit plans” (as defined in Section 3(1) of ERISA), the Company International Employee Plans and the Company Employment Agreements, the “Company Employee Plans”), excluding standard employment agreements or offer letters entered into in the ordinary course of business consistent with past practice with employees outside the United States in accordance with local Law and offer letters, severance or employment agreements that have been entered into in the ordinary course of business or that provide for severance or change in control benefits with a value of less than $100,000. As all of the date of this Agreement, other than as set forth on foregoing being herein called the "Company Disclosure Schedule, there are no Benefit Plans") and each employment, consulting, severance deferred compensation, severance, termination or termination agreements or arrangements (other than standard employment agreements or offer letters entered into in the ordinary course of business consistent with past practice with employees outside the United States in accordance with local Law and offer letters, severance or employment agreements that have been entered into in the ordinary course of business or that provide for severance or change in control benefits to employees with a value of less than $100,000) indemnification agreement between the Company or any of its Subsidiaries subsidiaries, on the one hand, and any current or former employee, executive officer or director of the Company or any of its Subsidiaries subsidiaries on the other hand (collectivelya "Company Benefit Agreement"). With respect to each Company Benefit Plan, the “Company Employment Agreements”)has made available, nor does to the extent applicable, to Parent a true and correct copy of (i) the most recent annual report (Form 5500) filed with the Internal Revenue Service, (ii) such Company Benefit Plan and the most recent summary plan description or similar document required or otherwise provided to participants and beneficiaries of such Company Benefit Plan, (iii) each trust agreement and group annuity contract, if any, relating to such Company Benefit Plan and (iv) the most recent actuarial report or valuation relating to a Company Benefit Plan subject to Title IV of ERISA. (b) With respect to the Company Benefit Plans, individually and in the aggregate, no event has occurred, and to the knowledge of the Company, there exists no condition or set of circumstances in connection with which the Company or any of its Subsidiaries subsidiaries would be subject to any liability that is reasonably likely to have a Material Adverse Effect (except liability for benefit claims and funding obligations payable in the ordinary course of business consistent with past practice), under ERISA, the Code or any general severance plan other applicable law. (c) Each of the Company Benefit Plans has been operated and administered in all material respects in accordance with its terms and applicable laws, including, but not limited to, ERISA and the Code. All Company Benefit Plans intended to be qualified under Section 401(a) of the Code have received favorable determination letters from the Internal Revenue Service with respect to "TRA" (as defined in Section 1 of Rev. Proc. 93-39, 1993-2 C.B. 513), to the effect that such Company Benefit Plans are qualified and exempt from federal income taxes under Sections 401(a) and 501(a), respectively, of the Code, and no such determination letter has been revoked nor, to the knowledge of the Company, has revocation (d) Except as disclosed in the Company Filings or policy. For purposes as provided for in this Agreement, as of the date of this Agreement, “neither the Company International Employee Plan” shall mean each Company Employee Plan and each government-mandated plan nor any of its subsidiaries is a party to any oral or program that has been adopted written (i) consulting agreement not terminable on 60 days' or maintained by less notice involving the payment of more than $100,000 per annum, (ii) union or collective bargaining agreement, (iii) agreement with any officer or other employee of the Company or any Company ERISA Affiliate, whether informally or formallyof its subsidiaries the benefits of which are contingent, or the terms of which are materially altered, upon the occurrence of a transaction involving the Company of the nature contemplated by this Agreement or agreement with respect to any officer or other employee of the Company providing any term of employment or compensation guarantee extending for a period of two or more years and for the payment of in excess of $100,000 per annum, or (iv) agreement or plan, including any stock option plan, stock appreciation right plan, restricted stock plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement. (e) Except as otherwise contemplated by this Agreement, there has been no amendment to, written interpretation or announcement (whether or not written) by the Company or any of its subsidiaries relating to, or change in employee participation or coverage under, any Company ERISA Affiliate will or may have any liability, Benefit Plan which would increase materially the expense of maintaining such Company Benefit Plan above the level of the expense incurred in respect thereof for the fiscal year ended December 31, 1999. (f) Neither the Company nor any of its subsidiaries has any obligations for retiree health and life benefits under any Company Benefit Plan or Company Benefit Agreement other than benefits required under Section 4980B of the Code. The Consummation of the Offer, the Merger or any other transaction contemplated by this Agreement will not (x) entitle any employee, officer or director of the Company or any of its subsidiaries to severance pay, or (y) accelerate the time of payment or trigger any payment or funding (through a grantor trust or otherwise) of compensation or benefits under any of the Company Benefit Plans or Company Benefit Agreement. (g) Other than with respect to the persons listed in Section 4.11(g) of the Disclosure Schedule (the "Primary Company Executives"), any amount or economic benefit that could be received (whether in cash or property or the vesting of property) as a result of the Offer, the Merger or any other transaction contemplated by this Agreement (including as a result of termination of employment on or following the Effective Time) by any employee, officer or director of the Company Employees or any of its affiliates who perform services outside the United States. For the avoidance of doubt, this shall include, is a "disqualified individual" (as such term is defined in Israel, manager’s insurance or other provident or pension funds which are not government-mandated but were set up to provide for Company’s legal obligation to pay statutory severance pay (Pitzuay Piturimproposed Treasury Regulation Section 1.280G-1) under any Company Benefit Plan, Company Benefit Agreement or otherwise would not be characterized as an "excess parachute payment" (as defined in Section 280G(b)(1) of the Severance Pay Law 5723-1963Code), and no disqualified individual is entitled to receive any additional payment from the Company or any of its subsidiaries or any other person in the event that the excise tax under Section 4999 of the Code is imposed on such disqualified individual. Set forth in Section 4.11(g) of the Disclosure Schedule is (i) the estimated aggregate amount as of the date hereof that could be paid to each Primary Company Executive as a result of the Offer, the Merger and the other transactions contemplated by this Agreement under all Company Benefit Plans, Company Benefit Agreements or otherwise and (ii) the "base amount" (as defined in Section 280G(b)(3) of the Code) for each Primary Company Executive calculated as of the date of this Agreement.

Benefit Plans. From (a) BENEFIT PLANS; RLI PLANS. Schedule 2.22 discloses all written "employee benefit plans" within the date meaning of Section 3(3) of the most recent audited financial statements included in U.S. Employee Retirement Income Security Act of 1974, as amended, and the Company SEC Documents filed with the SEC prior to the date of this Agreement applicable rulings and regulations thereunder ("ERISA"), and any other than as set forth on the Company Disclosure Schedule, there has not been any adoption or amendment in any material respect by the Company or any of its Subsidiaries of any collective bargaining agreement or any bonuswritten profit sharing, pension, profit sharingsavings, deferred compensation, incentive compensationfringe benefit, insurance, medical, medical reimbursement, life, disability, accident, post-retirement health or welfare benefit, stock ownershipoption, stock purchase, stock option, phantom stock, retirementsick pay, vacation, employment, severance, change in control, retention, disability, death benefit, hospitalization, medical termination or other plan, agreement, contract, policy, trust fund or arrangement or understanding (each, a "Benefit Plan"), whether or not legally bindingfunded, (i) providing benefits currently maintained or sponsored by RLI, (ii) with respect to which RLI (or the Shareholders with respect to RLI) has or may have Liability or is obligated to contribute, (A) that otherwise covers any of the current or former employeeemployees of RLI or its Affiliates or (B) as to which any such current or former employees or their beneficiaries participated or were entitled to participate or accrue or have accrued any rights thereunder (each, officer, director or independent contractor of the Company or a "RLI Plan"). Neither RLI nor any of its Subsidiaries Affiliates now maintains or contributes to, or has ever maintained, contributed to or been obligated to contribute to, any employee pension benefit plan as defined in Section 3(2) of ERISA, whether a defined benefit plan or a defined contribution plan, or a plan defined in Section 3(27) of ERISA. (collectivelyb) RLI GROUP MATTERS; FUNDING. Neither RLI nor any corporation that may be aggregated with RLI under Sections 414(b), (c), (m) or (o) of the Code (the "RLI Group") has any obligation to contribute to or any direct or indirect Liability under or with respect to any Benefit Plan of the type described in Sections 4063 and 4064 of ERISA or Section 413(c) of the Code. RLI does not have any Liability, and after the Closing RLI will not have any Liability, with respect to any Benefit Plan of any other member of the Company RLI Group, whether as a result of delinquent contributions, distress terminations, fraudulent transfers, failure to pay premiums to the Pension PlansBenefit Guaranty Corporation (the "PBGC"), any Company “employee welfare benefit plans” withdrawal Liability or otherwise which Liability is material to RLI. No accumulated funding deficiency (as defined in Section 3(1) 302 of ERISA), the Company International Employee Plans ERISA and the Company Employment Agreements, the “Company Employee Plans”), excluding standard employment agreements or offer letters entered into in the ordinary course of business consistent with past practice with employees outside the United States in accordance with local Law and offer letters, severance or employment agreements that have been entered into in the ordinary course of business or that provide for severance or change in control benefits with a value of less than $100,000. As Section 412 of the date of this Agreement, other than as set forth on Code) exists nor has any funding waiver from the Company Disclosure Schedule, there are no employment, consulting, severance IRS been received or termination agreements or arrangements (other than standard employment agreements or offer letters entered into in the ordinary course of business consistent with past practice with employees outside the United States in accordance with local Law and offer letters, severance or employment agreements that have been entered into in the ordinary course of business or that provide for severance or change in control benefits to employees with a value of less than $100,000) between the Company or any of its Subsidiaries and any current or former employee, executive officer or director of the Company or any of its Subsidiaries (collectively, the “Company Employment Agreements”), nor does the Company or any of its Subsidiaries have any general severance plan or policy. For purposes of this Agreement, “Company International Employee Plan” shall mean each Company Employee Plan and each government-mandated plan or program that has been adopted or maintained by Company or any Company ERISA Affiliate, whether informally or formally, or requested with respect to which Company any RLI Plan or any Company ERISA Affiliate will or may have Benefit Plan of any liability, for member of the benefit of Company Employees who perform services outside the United States. For the avoidance of doubt, this shall include, in Israel, manager’s insurance RLI Group and no excise or other provident Tax is due or pension funds owing because of any failure to comply with the minimum funding standards of the Code or ERISA with respect to any of such plans and which are not government-mandated but were set up to provide for Company’s legal obligation to pay statutory severance pay (Pitzuay Piturim) under the Severance Pay Law 5723-1963would have a material adverse effect on RLI.

Benefit Plans. From (a) Neither the date Company nor any Subsidiary sponsors, maintains, contributes to, or has, within the past five years, sponsored, maintained, or contributed to or been required to contribute to, any "employee pension benefit plan" ("Pension Plan"), as such term is defined in Section 3(2) of the most recent audited financial statements included in Employee Retirement Income Security Act of 1974, as amended ("ERISA"), including, solely for the purpose of this subsection, a plan excluded from coverage by Section 4(b)(5) of ERISA. Each such Pension Plan presently maintained by the Company SEC Documents filed or any Subsidiary is, in all material respects, in compliance with applicable provisions of ERISA, the Code, and other applicable law and the Company or such Subsidiary has performed all of its obligations under such Pension Plan except for such obligations that could not reasonably be expected to have a Company Material Adverse Effect. (b) Neither the Company nor any Subsidiary sponsors, maintains, contributes to, or has, within the past five years, sponsored, maintained, or contributed to or been required to contribute to, any Pension Plan that is subject to Title IV of ERISA. (c) Neither the Company nor any Subsidiary sponsors, maintains, or contributes to any "employee welfare benefit plan" ("Welfare Plan"), as such term is defined in Section 3(1) of ERISA, whether insured or otherwise, and any such Welfare Plan presently maintained by the Company or any Subsidiary is, in all material respects, in compliance with the SEC prior provisions of ERISA, the Code, and all other applicable laws, including, but not limited to, Section 4980B of the Code and the regulations thereunder, and Part 6 of Title I of ERISA. Neither the Company nor any Subsidiary has established or contributed to any "voluntary employees' beneficiary association" within the meaning of Section 501(c)(9) of the Code. (d) Neither the Company nor any Subsidiary currently maintains or contributes to any oral or written bonus, profit-sharing, compensation (incentive or otherwise), commission, stock option, or other stock-based compensation, retirement, severance, change of control, vacation, sick or parental leave, dependent care, deferred compensation, cafeteria, disability, hospitalization, medical, death, retiree, insurance, or other benefit or welfare or other similar plan, policy, agreement, trust, fund, or arrangement providing for the remuneration or benefit of all or any employees, directors or any other person, that is neither a Pension Plan nor a Welfare Plan (collectively, the "Compensation Plans"). (e) With respect to the date Pension Plans, Welfare Plans or Compensation Plans, no event has occurred and, to the knowledge of this Agreement and other than as set forth on the Company Disclosure ScheduleCompany, there has not been any adoption exists no condition or amendment set of circumstances, in any material respect by connection with which the Company or any of its Subsidiaries could be subject to any liability under the terms of such Plans (other than the payment of benefits thereunder), ERISA, the Code or any other applicable Law which could reasonably be expected to have a Company Material Adverse Effect. (f) The IRS has issued favorable determination letters with respect to all Company and Subsidiary Pension Plans that are intended to be qualified under Section 401(a) of the Code. The Company has provided to Parent summaries of all Pension Plans, Welfare Plans, Compensation Plans, and related agreements, and complete and accurate copies of all annual reports (Form 5500), favorable determination letters, current summary plan descriptions, and all employee handbooks or manuals. The Company has provided to Parent (i) copies of all employment agreements with officers of any collective bargaining agreement of the Company, its U.S. Subsidiaries or, to the extent reasonably available, its non-U.S. Subsidiaries (or any bonus, pension, profit sharing, deferred compensation, incentive compensation, stock ownership, stock purchase, stock option, phantom stock, retirement, vacation, copies of forms of agreements setting forth representative employment terms and conditions); (ii) copies of all severance, bonus or incentive agreements, programs and policies of any of the Company, any U.S. Subsidiary or, to the extent reasonably available, its non-U.S. Subsidiaries with or relating to any of its employees; and (iii) copies of all plans, programs, agreements and other arrangements of any of the Company, any Subsidiary or, to the extent reasonably available, its non-U.S. Subsidiaries with or relating to any of its employees which contain change in controlcontrol provisions. With respect to any items that would be described in the immediately preceding sentence but for the fact that such copies relate to non-U.S. Subsidiaries and are not reasonably available to the Company, retentionthe Company (i) shall deliver copies thereof to Parent prior to the Effective Time, disabilityand (ii) represents and warrants to Parent that such items will not, death benefitindividually or in the aggregate, hospitalizationbe material to the Company and its Subsidiaries. (g) The execution of, medical and performance of the transactions contemplated in, this Agreement will not (either alone or upon the occurrence of any additional or subsequent events) constitute an event under any Pension Plan, Welfare Plan, Compensation Plan, or other plan, arrangement that will or understanding may result in any payment (whether of severance pay or not legally bindingotherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits, or obligation to fund benefits. No amount that could be received (whether in cash or property or the vesting of property) providing benefits to as a result of any current or former of the transactions contemplated by this Agreement by any employee, officer, director or independent contractor of the Company or any of its Subsidiaries (collectively, with the Company Pension Plans, any Company “employee welfare benefit plans” (as defined in Section 3(1) of ERISA), the Company International Employee Plans and the Company Employment Agreements, the “Company Employee Plans”), excluding standard employment agreements or offer letters entered into in the ordinary course of business consistent with past practice with employees outside the United States in accordance with local Law and offer letters, severance or employment agreements that have been entered into in the ordinary course of business or that provide for severance or change in control benefits with a value of less than $100,000. As of the date of this Agreement, other than as set forth on the Company Disclosure Schedule, there are no employment, consulting, severance or termination agreements or arrangements (other than standard employment agreements or offer letters entered into in the ordinary course of business consistent with past practice with employees outside the United States in accordance with local Law and offer letters, severance or employment agreements that have been entered into in the ordinary course of business or that provide for severance or change in control benefits to employees with a value of less than $100,000) between the Company or any of its Subsidiaries and any current or former employee, executive officer or director of the Company or any of its Subsidiaries affiliates who is a "disqualified individual" (collectivelyas such term is defined in proposed Treasury Regulation Section 1.280G-1) under any Pension Plan, the “Company Employment Agreements”), nor does the Company or any of its Subsidiaries have any general severance plan or policy. For purposes of this Agreement, “Company International Employee Welfare Plan” shall mean each Company Employee Plan and each government-mandated plan or program that has been adopted or maintained by Company or any Company ERISA Affiliate, whether informally or formally, or with respect to which Company or any Company ERISA Affiliate will or may have any liability, for Compensation Plan currently in effect would be an "excess parachute payment" (as such term is defined in Section 280G(b)(1) of the benefit of Company Employees who perform services outside the United States. For the avoidance of doubt, this shall include, in Israel, manager’s insurance or other provident or pension funds which are not government-mandated but were set up to provide for Company’s legal obligation to pay statutory severance pay (Pitzuay Piturim) under the Severance Pay Law 5723-1963Code).

Benefit Plans. From (a) Each material “employee benefit plan” (within the date meaning of ERISA section 3(3), whether or not subject to ERISA), “multiemployer plans” (within the most recent audited financial statements included in the Company SEC Documents filed with the SEC prior to the date meaning of this Agreement ERISA section 3(37)), and other than as set forth on the Company Disclosure Schedule, there has not been any adoption or amendment in any all material respect by the Company or any of its Subsidiaries of any collective bargaining agreement or any bonus, pension, profit sharing, deferred compensation, incentive compensation, stock ownership, stock purchase, stock option, phantom stock, retirement, vacationstock or other equity-based plan, severance, change in employment, change-in-control, retention, disability, death fringe benefit, hospitalizationbonus, medical incentive, deferred compensation, supplemental retirement, health, life, or disability insurance, dependent care and all other employee benefit and compensation plans, agreements, programs, policies or other planarrangements, arrangement or understanding (whether or not legally bindingsubject to ERISA (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), whether written or oral, under which any current or former employee, director or consultant of Parent or its Subsidiaries (or any of their dependents) providing has any present or future right to compensation or benefits or Parent or its Subsidiaries sponsors or maintains, is making contributions to or has any present liability or obligation (contingent or otherwise) or with respect to which it is otherwise bound. All such material plans, agreements, programs, policies and arrangements shall be collectively referred to as the “Parent Plans.” (b) Neither Parent, its Subsidiaries nor any member of their Controlled Group (defined as any organization which is a member of a controlled, affiliated or otherwise related group of entities within the meaning of Code Sections 414(b), (c), (m) or (o)) sponsors, maintains, contributes to, is required to contribute to or has any liability (contingent or otherwise) with respect to: (i) a “multiemployer plan” (within the meaning of ERISA section 3(37)), (ii) a Pension Plan that is subject to Title IV of ERISA or Section 412 of the Code, (iii) a Pension Plan which is a “multiple employer plan” as defined in Section 413 of the Code, or (iv) a “funded welfare plan” within the meaning of Section 419 of the Code. (c) With respect to the Parent Plans, except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parent: (i) each Parent Plan complies with its terms and complies in form and in operation with the applicable provisions of ERISA and the Code and all other applicable legal requirements; (ii) no accumulated funding deficiency, as defined in Section 302 of ERISA and 412 of the Code, has occurred with respect to any Parent Plan, and all contributions required to be made under the terms of any Parent Plan have been timely made or accrued; (iii) each Parent Plan intended to be qualified under Section 401(a) of the Code has received or is the subject of a favorable determination, advisory or opinion letter, as applicable, from the IRS that it is so qualified and nothing has occurred since the date of such letter that would reasonably be expected to cause the loss of the sponsor’s ability to rely upon such letter, and nothing has occurred that would reasonably be expected to result in the loss of the qualified status of such Parent Plan; (iv) there is no Action (including any investigation, audit or other administrative proceeding) by the Department of Labor, the PBGC, the IRS or any other Governmental Entity or by any plan participant or beneficiary pending, or to the knowledge of Parent, threatened, relating to the Parent Plans, any fiduciaries thereof with respect to their duties to the Parent Plans or the assets of any of the trusts under any of the Parent Plans (other than routine claims for benefits) nor, to the knowledge of Parent, are there facts or circumstances that exist that could reasonably give rise to any such actions; (v) none of Parent, its Subsidiaries or any member of their Controlled Group has incurred any direct or indirect liability under ERISA, the Code or other applicable Laws in connection with the termination of, withdrawal from or failure to fund, any Parent Plan, and no fact or event exists that would reasonably be expected to give rise to any such liability; (vi) none of the Parent Plans currently provides any liability to provide post-termination or retiree welfare benefits to any person for any reason, except as may be required under COBRA, and none of Parent, its Subsidiaries or any members of their Controlled Group has any liability to provide post-termination or retiree welfare benefits to any person, except to the extent required by statute or except with respect to a contractual obligation to reimburse any premiums such person may pay in order to obtain health coverage under COBRA; (vii) with respect to each Parent Plan that is a Non-U.S. Benefit Plan: (A) all employer and employee contributions to each Non-U.S. Benefit Plan required by applicable Law or by the terms of such Non-U.S. Benefit Plan or pursuant to any other contractual obligation (including contributions to all mandatory provident fund schemes) have been timely made in accordance with applicable Law; (B) from and after the Effective Time, such funds, accruals or reserves under the Non-U.S. Benefit Plans shall be used exclusively to satisfy benefit obligations accrued under such Non-U.S. Benefit Plans or else shall remain or revert to Parent and its Affiliates in accordance with the terms of such Non-U.S. Benefit Plan or applicable Law; and (C) each Non-U.S. Benefit Plan required to be registered has been registered and has been maintained in good standing with applicable regulatory authorities; and (viii) the execution and delivery of this Agreement and the consummation of the Merger will not, either alone or in combination with any other event, (A) entitle any current or former employee, officer, director or independent contractor consultant of Parent or any Subsidiary to severance pay, unemployment compensation or any other similar termination payment, or (B) accelerate the time of payment or vesting, or increase the amount of or otherwise enhance any benefit due any such employee, officer, director or consultant. (d) Neither Parent nor any Subsidiary is a party to any agreement, contract, arrangement or plan (including any Parent Plan) that may reasonably be expected to result, separately or in the aggregate, in connection with the transactions contemplated by this Agreement (either alone or in combination with any other events), in the payment of any “parachute payments” within the meaning of Section 280G of the Company Code. There is no agreement, plan or other arrangement to which any of Parent or any of its Subsidiaries (collectively, with the Company Pension Plans, any Company “employee welfare benefit plans” (as defined in Section 3(1) of ERISA), the Company International Employee Plans and the Company Employment Agreements, the “Company Employee Plans”), excluding standard employment agreements Subsidiary is a party or offer letters entered into in the ordinary course of business consistent with past practice with employees outside the United States in accordance with local Law and offer letters, severance or employment agreements that have been entered into in the ordinary course of business or that provide for severance or change in control benefits with a value of less than $100,000. As of the date of this Agreement, other than as set forth on the Company Disclosure Schedule, there are no employment, consulting, severance or termination agreements or arrangements (other than standard employment agreements or offer letters entered into in the ordinary course of business consistent with past practice with employees outside the United States in accordance with local Law and offer letters, severance or employment agreements that have been entered into in the ordinary course of business or that provide for severance or change in control benefits to employees with a value of less than $100,000) between the Company or by which any of its Subsidiaries and them is otherwise bound to compensate any current person in respect of taxes or former employee, executive officer or director of the Company or any of its Subsidiaries (collectively, the “Company Employment Agreements”), nor does the Company or any of its Subsidiaries have any general severance plan or policy. For purposes of this Agreement, “Company International Employee Plan” shall mean each Company Employee Plan and each government-mandated plan or program that has been adopted or maintained by Company or any Company ERISA Affiliate, whether informally or formally, or other liabilities incurred with respect to which Company Section 409A or any Company ERISA Affiliate will or may have any liability, for 4999 of the benefit of Company Employees who perform services outside the United States. For the avoidance of doubt, this shall include, in Israel, manager’s insurance or other provident or pension funds which are not government-mandated but were set up to provide for Company’s legal obligation to pay statutory severance pay (Pitzuay Piturim) under the Severance Pay Law 5723-1963Code.

Benefit Plans. From To the extent applicable, the Benefit Plans comply, in all material respects, with the requirements of the Employee Retirement Income Security Act of 1974, as amended (or, with respect to any provision thereof referred to herein, any corresponding provision of any succeeding law, "ERISA") and the Code (including reporting requirements). Neither any Benefit Plan nor Buyer or any Subsidiary of Buyer has incurred any liability or penalty under Section 4975 of the Code or Section 502(i) of ERISA. Each Benefit Plan has been maintained and administered in all material respects in compliance with its terms and with ERISA and the Code to the extent applicable thereto. There are no pending, or to the knowledge of Buyer threatened, material claims (other than claims for benefits pursuant to the terms of any such plan) against or otherwise involving any of the Benefit Plans and no action has been brought against or with respect to any Benefit Plan, and neither Buyer nor any Subsidiary of Buyer incurred any material liability to any party with respect to any Benefit Plan. All contributions required to be made to the Benefit Plans have been made or provided for as of the date hereof. No Benefit Plan is subject to Title IV of the most recent audited financial statements included in the Company SEC Documents filed with the SEC ERISA and neither Buyer nor any Subsidiary of Buyer has, within six years prior to the date of this Agreement Agreement, contributed to or had any obligation to contribute to any employee benefit plan subject to Title IV of ERISA. "BENEFIT PLANS" means all employee benefit plans and collective bargaining, labor and employment agreements or other than as set forth on the Company Disclosure Schedule, there has not been any adoption or amendment in any material respect by the Company similar benefit arrangements to which Buyer or any Subsidiary of its Subsidiaries of any collective bargaining agreement Buyer will be a party at the Closing or by which Buyer or any bonusSubsidiary of Buyer will be bound at the Closing, pension, profit including (A) any profit-sharing, deferred compensation, incentive compensationbonus, stock ownershipoption, stock purchase, stock optionpension, phantom stockretainer, consulting, retirement, severance, welfare or incentive plan, agreement or arrangement, (B) any plan, agreement or arrangement providing for "fringe benefits" or perquisites to employees, officers, directors or agents, including benefits relating to automobiles, clubs, vacation, severancechild care, change in controlparenting, retentionsabbatical, disabilitysick leave, death benefitmedical, dental, hospitalization, medical life insurance and other types of insurance any employment agreement not terminable on 30 days (or less) written notice or (C) any other "employee benefit plan, arrangement or understanding (whether or not legally binding) providing benefits to any current or former employee, officer, director or independent contractor " within the meaning of the Company or any of its Subsidiaries (collectively, with the Company Pension Plans, any Company “employee welfare benefit plans” (as defined in Section 3(1) of ERISA3(3), the Company International Employee Plans and the Company Employment Agreements, the “Company Employee Plans”), excluding standard employment agreements or offer letters entered into in the ordinary course of business consistent with past practice with employees outside the United States in accordance with local Law and offer letters, severance or employment agreements that have been entered into in the ordinary course of business or that provide for severance or change in control benefits with a value of less than $100,000. As of the date of this Agreement, other than as set forth on the Company Disclosure Schedule, there are no employment, consulting, severance or termination agreements or arrangements (other than standard employment agreements or offer letters entered into in the ordinary course of business consistent with past practice with employees outside the United States in accordance with local Law and offer letters, severance or employment agreements that have been entered into in the ordinary course of business or that provide for severance or change in control benefits to employees with a value of less than $100,000) between the Company or any of its Subsidiaries and any current or former employee, executive officer or director of the Company or any of its Subsidiaries (collectively, the “Company Employment Agreements”), nor does the Company or any of its Subsidiaries have any general severance plan or policy. For purposes of this Agreement, “Company International Employee Plan” shall mean each Company Employee Plan and each government-mandated plan or program that has been adopted or maintained by Company or any Company ERISA Affiliate, whether informally or formally, or with respect to which Company or any Company ERISA Affiliate will or may have any liability, for the benefit of Company Employees who perform services outside the United States. For the avoidance of doubt, this shall include, in Israel, manager’s insurance or other provident or pension funds which are not government-mandated but were set up to provide for Company’s legal obligation to pay statutory severance pay (Pitzuay Piturim) under the Severance Pay Law 5723-1963.

Benefit Plans. From the date (a) Section 4.10 of the most recent audited financial statements included in the Company SEC Documents filed with the SEC prior to the date of this Agreement and other than as set forth on the Company Disclosure ScheduleSchedule contains a correct and complete list of each “employee benefit plan” (within the meaning of Section 3(3) of ERISA), there has not been any adoption and each other material employee benefit plan, agreement, program or amendment in any material respect policy, which is sponsored or maintained by the Company or any of its Subsidiaries of any collective bargaining agreement the Company Subsidiaries, to which the Company or any bonusof the Company Subsidiaries is required to contribute, pensionor with respect to which the Company or any of the Company Subsidiaries has any liability or potential liability. All such plans, profit sharingagreements, deferred compensationprograms, incentive compensationpolicies and arrangements, stock ownershipregardless of materiality, stock purchaseshall be collectively referred to as the “Company Plans.” (b) Each Company Plan has been established and complies and has been administered in form and operation, stock optionin all material respects, phantom stockin accordance with its terms and applicable Laws. Each Company Plan that is intended to be qualified under Section 401(a) of the Code has received a favorable determination letter or opinion letter from the IRS upon which it may rely as to its qualification under Section 401(a) of the Code, retirement, vacation, severance, change and nothing has occurred with respect to such plan that would reasonably be expected to adversely affect such qualification or result in control, retention, disability, death benefit, hospitalization, medical material liability to the Company or other plan, arrangement the Company Subsidiaries. No non-exempt “prohibited transaction” (as such term is defined in ERISA Section 406 and Section 4975 of the Code) or understanding (whether or not legally binding) providing benefits breach of fiduciary duty has occurred with respect to any current or former employee, officer, director or independent contractor of Company Plan for which the Company or any of its Subsidiaries ERISA Affiliates may have any material liability. (collectively, with the Company Pension Plans, c) With respect to any Company “employee welfare benefit plans” Plan (as defined in Section 3(1) of ERISAor the assets thereof), the Company International Employee Plans and the Company Employment Agreements(i) no actions, the “Company Employee Plans”), excluding standard employment agreements suits or offer letters entered into in the ordinary course of business consistent with past practice with employees outside the United States in accordance with local Law and offer letters, severance or employment agreements that have been entered into in the ordinary course of business or that provide for severance or change in control benefits with a value of less than $100,000. As of the date of this Agreement, other than as set forth on the Company Disclosure Schedule, there are no employment, consulting, severance or termination agreements or arrangements claims (other than standard employment agreements routine claims for benefits), or, to the Knowledge of the Company, any audits or offer letters entered into in investigations, are pending or have been, to the ordinary course Knowledge of business consistent with past practice with employees outside the United States in accordance with local Law Company, threatened and offer letters(ii) to the Knowledge of the Company, severance no facts or employment agreements circumstances exist that have been entered into in the ordinary course could reasonably be expected to give rise to any such audits, investigations, actions, suits or claims (other than routine claims for benefits). (d) No Company Plan is subject to Title IV of business or that provide for severance or change in control benefits to employees with a value of less than $100,000) between ERISA, and neither the Company nor any ERISA Affiliate has any obligation or liability (including contingent liability) under or with respect to Title IV or Sections 302 of ERISA or Sections 412 of the Code. (e) Neither the Company nor any of its Subsidiaries and ERISA Affiliates has an obligation to contribute to, or any current liability or former obligation with respect to (i) a Multiemployer Plan, (ii) a Foreign Plan, or (iii) a plan, policy agreement or arrangement that provides for retiree or post-employment medical, life insurance or other welfare-type benefits (other than health continuation coverage required by Section 4980B of the Code for which the covered individual pays the full cost of coverage). (f) The consummation of the transactions contemplated by this Agreement alone, or in combination with any other event (where such event would not alone have an effect described in this sentence), will not give rise to any liability under any Company Plan, including liability for severance pay, unemployment compensation, termination pay or withdrawal liability, or accelerate the time of payment or vesting or increase the amount of compensation or benefits due to any employee, executive officer officer, director, or director other service provider of the Company or any of its the Company Subsidiaries (collectivelywhether current, former or retired) or their beneficiaries. (g) To the Knowledge of the Company, the Company and the Company Subsidiaries have appropriately classified persons who provide services as either employees or independent contractors for federal income tax, Company Plan participation, and all other purposes. (h) Neither the Company nor any Company Subsidiary have any material liability to persons who were not permitted to participate in a Company Plan due to their designation as an independent contractor. Each employee of the Company and the Company Subsidiaries has been properly classified as “exempt” or “non-exempt” under applicable Law. (i) The Company Employment Agreements”has made available to Parent: (i) copies of all material documents setting forth the terms of each Company Plan, including all amendments thereto and all related trust documents; (ii) the most recent annual report (Form Series 5500), nor does if any, required under ERISA or the Company or any of its Subsidiaries have any general severance plan or policy. For purposes of this Agreement, “Company International Employee Plan” shall mean Code in connection with each Company Employee Plan and each government-mandated Plan; (iii) the most recent actuarial reports (if applicable) for all Company Plans; (iv) the most recent summary plan or program that has been adopted or maintained by Company or any Company description, if any, required under ERISA Affiliate, whether informally or formally, or with respect to which each Company Plan; (v) all material written contracts, instruments or any agreements relating to each Company ERISA Affiliate will Plan, including administrative service agreements and group insurance contracts; (vi) the most recent IRS determination or may have any liability, for opinion letter issued with respect to each Company Plan intended to be qualified under Section 401(a) of the benefit of Company Employees who perform services outside the United States. For the avoidance of doubt, this shall include, in Israel, manager’s insurance or other provident or pension funds which are not government-mandated but were set up to provide for Company’s legal obligation to pay statutory severance pay (Pitzuay Piturim) under the Severance Pay Law 5723-1963Code.

Benefit Plans. From the date (a) Schedule 3.13 lists (i) each “employee benefit plan,” as such term is defined in Section 3(3) of the most recent audited financial statements included ERISA, including without limitation, each “employee pension benefit plan” (as defined in the Company SEC Documents filed with the SEC prior to the date Section 3(2) of this Agreement ERISA) and other than as set forth on the Company Disclosure Schedule, there has not been any adoption or amendment in any material respect by the Company or any of its Subsidiaries of any collective bargaining agreement or any bonus, pension, profit sharing, deferred compensation, incentive compensation, stock ownership, stock purchase, stock option, phantom stock, retirement, vacation, severance, change in control, retention, disability, death benefit, hospitalization, medical or other plan, arrangement or understanding (whether or not legally binding) providing benefits to any current or former employee, officer, director or independent contractor of the Company or any of its Subsidiaries (collectively, with the Company Pension Plans, any Company each “employee welfare benefit plansplan” (as defined in Section 3(1) of ERISA)) and (ii) each collective bargaining agreement and each incentive, the Company International Employee Plans and the Company Employment Agreementsbonus, the “Company Employee Plans”)performance award, excluding standard phantom equity, stock or stock-based arrangements, plans, or programs, employment agreements or offer letters entered into in the ordinary course of business consistent with past practice with employees outside the United States in accordance with local Law and offer letterscompensation, severance or employment agreements that have been entered into in the ordinary course of business or that provide for severance or change in control benefits with a value of less than $100,000. As of the date of this Agreementdeferred compensation, other than as set forth on the Company Disclosure Schedulepension, there are no profit sharing, retirement, post-retirement, employment, consulting, severance severance, termination, change in control, separation, retention, vacation, sickness, life or termination agreements other insurance, welfare, fringe benefit and incentive bonus contract, agreement, plan, program, policy or arrangements arrangement sponsored, maintained or contributed to by a Seller or an Affiliate of a Seller as of the Signing Date and in which any employee of the Business participates or to which any employee of the Business is subject or party (the “Benefit Plans”). With respect to each Benefit Plan, Sellers have made available to Buyers or Buyers’ counsel, to the extent in existence as of the Signing Date and otherwise applicable, a copy of such Benefit Plan, including all amendments thereto, or a summary thereof. (b) There does not now exist, nor do any circumstances exist that would reasonably be expected to result in, any liability of Sellers or their Affiliates or otherwise with respect to the Business under Title IV of ERISA, Section 302 of ERISA or Section 412 or 4971 of the Code, in each case, that would reasonably be expected to be a liability of Buyers following the Closing or result in the imposition of any Lien (other than standard employment agreements or offer letters entered into Permitted Liens) upon any of the Assets. (c) Each Benefit Plan has been established, maintained and administered in the ordinary course of business consistent with past practice with employees outside the United States all material respects in accordance with local Law its terms and offer lettersin substantial compliance with its terms, severance ERISA, the Code and any other applicable Laws governing the Benefit Plan, except for such noncompliance or employment agreements impropriety that have been entered into would not reasonably be expected to result in a material Liability of Buyers or in the ordinary course imposition of business or that provide for severance or change in control benefits to employees with a value of less any Lien (other than $100,000Permitted Liens) between the Company or upon any of its Subsidiaries and the Assets. (d) No Benefit Plan provides or has at any time provided for medical or death benefits with respect to current or former employee, executive officer employees of any Seller or director any ERISA Affiliate beyond termination of their employment (other than as required to avoid an excise tax under Section 4980B of the Company or any of its Subsidiaries (collectively, the “Company Employment Agreements”Code), nor does the Company or any of its Subsidiaries have any general severance plan or policy. For purposes of this Agreement, “Company International Employee Plan” shall mean each Company Employee Plan and each government-mandated plan or program that has been adopted or maintained by Company or any Company ERISA Affiliate, whether informally or formally, or with respect to which Company or any Company ERISA Affiliate will or may have any liability, for the benefit of Company Employees who perform services outside the United States. For the avoidance of doubt, this shall include, in Israel, manager’s insurance or other provident or pension funds which are not government-mandated but were set up to provide for Company’s legal obligation to pay statutory severance pay (Pitzuay Piturim) under the Severance Pay Law 5723-1963.

Benefit Plans. From the date (a) Set forth on Schedule 4.19(a) is a true and complete list of each Benefit Plan of the most recent audited financial statements included Company (each, a “Company Benefit Plan”). With respect to each Company Benefit Plan, there are no funded benefit obligations for which contributions have not been made or properly accrued and there are no unfunded benefit obligations that have not been accounted for by reserves, or otherwise properly footnoted in accordance with GAAP on the Company Financials. The Company is not and has not in the past been a member of a “controlled group” for purposes of Section 414(b), (c), (m) or (o) of the Code, nor does the Company SEC Documents filed have any Liability with respect to any collectively-bargained for plans, whether or not subject to the provisions of ERISA. No statement, either written or oral, has been made by the Company to any Person with regard to any Company Benefit Plan that was not in accordance with the SEC prior Company Benefit Plan in any material respect. (b) Each Company Benefit Plan is and has been operated at all times in compliance with all applicable Laws in all material respects, including ERISA and the Code. Each Company Benefit Plan which is intended to be “qualified” within the meaning of Section 401(a) of the Code (i) has been determined by the IRS to be so qualified (or is based on a prototype plan which has received a favorable opinion letter) during the period from its adoption to the date of this Agreement and other than as set forth on (ii) its related trust has been determined to be exempt from taxation under Section 501(a) of the Code or the Company Disclosure Schedule, there has not been any adoption have requested an initial favorable IRS determination of qualification and/or exemption within the period permitted by applicable Law. No fact exists which could adversely affect the qualified status of such Company Benefit Plans or amendment in any material the exempt status of such trusts. (c) With respect by the to each Company or any of its Subsidiaries of any collective bargaining agreement or any bonus, pension, profit sharing, deferred compensation, incentive compensation, stock ownership, stock purchase, stock option, phantom stock, retirement, vacation, severance, change in control, retention, disability, death benefit, hospitalization, medical or other plan, arrangement or understanding (whether or not legally binding) providing benefits to Benefit Plan which covers any current or former employee, officer, director director, consultant or independent contractor employee (or beneficiary thereof) of the Company or any of its Subsidiaries (collectivelyCompany, with the Company Pension Planshas provided to Purchaser accurate and complete copies, if applicable, of: (i) all Company Benefit Plan texts and agreements and related trust agreements or annuity Contracts (including any amendments, modifications or supplements thereto); (ii) all summary plan descriptions and material modifications thereto; (iii) the three (3) most recent Forms 5500, if applicable, and annual report, including all schedules thereto; (iv) the most recent annual and periodic accounting of plan assets; (v) the three (3) most recent nondiscrimination testing reports; (vi) the most recent determination letter received from the IRS, if any; (vii) the most recent actuarial valuation; and (viii) all material communications with any Governmental Authority. (d) With respect to each Company Benefit Plan: (i) such Company Benefit Plan has been administered and enforced in all material respects in accordance with its terms, the Code and ERISA; (ii) no breach of fiduciary duty has occurred; (iii) no Action is pending, or to the Company’s Knowledge, threatened (other than routine claims for benefits arising in the ordinary course of administration); (iv) no prohibited transaction, as defined in Section 406 of ERISA or Section 4975 of the Code, has occurred, excluding transactions effected pursuant to a statutory or administration exemption; and (v) all contributions and premiums due through the Closing Date have been made in all material respects as required under ERISA or have been fully accrued in all material respects on the Company Financials. (e) No Company Benefit Plan is a “employee welfare defined benefit plansplan” (as defined in Section 414(j) of the Code), a “multiemployer plan” (as defined in Section 3(37) of ERISA) or a “multiple employer plan” (as described in Section 413(c) of the Code) or is otherwise subject to Title IV of ERISA or Section 412 of the Code, and the Company has not incurred any Liability or otherwise could have any Liability, contingent or otherwise, under Title IV of ERISA and no condition presently exists that is expected to cause such Liability to be incurred. No Company Benefit Plan will become a multiple employer plan with respect to the Company immediately after the Closing Date. The Company does not currently maintain nor has ever maintained, nor is required currently or has ever been required to contribute to or otherwise participate in, a multiple employer welfare arrangement or voluntary employees’ beneficiary association as defined in Section 501(c)(9) of the Code. (f) There is no arrangement under any Company Benefit Plan with respect to any employee that would result in the payment of any amount that by operation of Sections 280G or 162(m) of the Code would not be deductible by the Company and no arrangement exists pursuant to which the Company will be required to “gross up” or otherwise compensate any person because of the imposition of any excise tax on a payment to such person. (g) With respect to each Company Benefit Plan which is a “welfare plan” (as described in Section 3(1) of ERISA): (i) no such plan provides medical or death benefits with respect to current or former employees of the Company beyond their termination of employment (other than coverage mandated by Law, which is paid solely by such employees); and (ii) there are no reserves, assets, surplus or prepaid premiums under any such plan. The Company has complied with the provisions of Section 601 et seq. of ERISA and Section 4980B of the Code. (h) The consummation of the transactions contemplated by this Agreement and the Ancillary Documents will not: (i) entitle any individual to severance pay, unemployment compensation or other benefits or compensation; (ii) accelerate the time of payment or vesting, or increase the amount of any compensation due, or in respect of, any individual; or (iii) result in or satisfy a condition to the payment of compensation that would, in combination with any other payment, result in an “excess parachute payment” within the meaning of Section 280G of the Code. The Company has not incurred any Liability for any Tax imposed under Chapter 43 of the Code or civil liability under Section 502(i) or (l) of ERISA. (i) Except to the extent required by Section 4980B of the Code or similar state Law, the Company International Employee does not provide health or welfare benefits to any former or retired employee nor is obligated to provide such benefits to any active employee following such employee’s retirement or other termination of employment or service. (j) All Company Benefit Plans and can be terminated at any time as of or after the Closing Date without resulting in any Liability to the Surviving Corporation or Purchaser or their respective Affiliates for any additional contributions, penalties, premiums, fees, fines, excise taxes or any other charges or liabilities. (k) Each Company Benefit Plan that is subject to Section 409A of the Code (each, a “Section 409A Plan”) as of the Closing Date is indicated as such on Schedule 4.19(k). No equity-based awards have been issued or granted by the Company Employment Agreementsthat are, or are subject to, a Section 409A Plan. Each Section 409A Plan has been administered in compliance, and is in documentary compliance, with the applicable provisions of Section 409A of the Code, the “regulations thereunder and other official guidance issued thereunder. The Company Employee Plans”), excluding standard employment agreements has no obligation to any employee or offer letters entered into in the ordinary course of business consistent other service provider with past practice with employees outside the United States in accordance with local Law and offer letters, severance or employment agreements respect to any Section 409A Plan that have been entered into in the ordinary course of business or that provide for severance or change in control benefits with a value of less than $100,000. As may be subject to any Tax under Section 409A of the date of this AgreementCode. No payment to be made under any Section 409A Plan is, other than as set forth on or to the Company Disclosure Schedule, there are no employment, consulting, severance or termination agreements or arrangements (other than standard employment agreements or offer letters entered into in the ordinary course of business consistent with past practice with employees outside the United States in accordance with local Law and offer letters, severance or employment agreements that have been entered into in the ordinary course of business or that provide for severance or change in control benefits to employees with a value of less than $100,000) between the Company or any of its Subsidiaries and any current or former employee, executive officer or director Knowledge of the Company will be, subject to the penalties of Section 409A(a)(1) of the Code. There is no Contract or any of its Subsidiaries (collectively, the “Company Employment Agreements”), nor does plan to which the Company is a party or by which it is bound to compensate any employee, consultant or director for penalty taxes paid pursuant to Section 409A of its Subsidiaries have any general severance plan or policy. For purposes of this Agreement, “Company International Employee Plan” shall mean each Company Employee Plan and each government-mandated plan or program that has been adopted or maintained by Company or any Company ERISA Affiliate, whether informally or formally, or with respect to which Company or any Company ERISA Affiliate will or may have any liability, for the benefit of Company Employees who perform services outside the United States. For the avoidance of doubt, this shall include, in Israel, manager’s insurance or other provident or pension funds which are not government-mandated but were set up to provide for Company’s legal obligation to pay statutory severance pay (Pitzuay Piturim) under the Severance Pay Law 5723-1963Code.

Benefit Plans. From the date (a) With respect to each employee benefit plan (as defined in Section 3(3) of the most recent audited financial statements included in the Company SEC Documents filed with the SEC prior to the date Employee Retirement Income Security Act of this Agreement 1974, as amended (“ERISA”)), and other than as set forth on the Company Disclosure Schedule, there has not been any adoption or amendment in any material respect by the Company or any of its Subsidiaries of any collective bargaining agreement or any bonus, pension, profit sharing, deferred compensation, incentive compensation, stock ownership, stock purchase, stock option, phantom stock, retirement, vacation, severance, change in control, retention, disability, death benefit, hospitalizationhospitalization or insurance (all of the foregoing being herein called the “Company Benefit Plans”), medical maintained or other plancontributed to by the Company or any of its Subsidiaries, arrangement the Company has made available, to the extent applicable, to Parent a true and correct copy of (i) the most recent annual report (Form 5500) filed with the Internal Revenue Service, (ii) such Company Benefit Plan, and (iii) each trust agreement and group annuity contract, if any, relating to such Company Benefit Plan. (b) With respect to the Company Benefit Plans, individually and in the aggregate, no event has occurred and, to the knowledge of the Company, there exists no condition or understanding (whether or not legally binding) providing benefits to any current or former employee, officer, director or independent contractor set of circumstances in connection with which the Company or any of its Subsidiaries would be subject to liability that would reasonably be likely to have a Material Adverse Effect (collectively, with the Company Pension Plans, any Company “employee welfare except liability for benefit plans” (as defined in Section 3(1) of ERISA), the Company International Employee Plans claims and the Company Employment Agreements, the “Company Employee Plans”), excluding standard employment agreements or offer letters entered into funding obligations payable in the ordinary course course), under ERISA, the Code or any other applicable law. (c) Each of business consistent with past practice with employees outside the United States Company Benefit Plans has been operated and administered in all material respects in accordance with local Law its terms and offer lettersapplicable laws, severance or employment agreements that have been entered into including ERISA and the Code. (d) Except as disclosed in the ordinary course of business Company Filings or that provide as provided for severance or change in control benefits with a value of less than $100,000. As this Agreement, as of the date of this Agreement, other than as set forth on neither the Company Disclosure Schedule, there are no employment, consulting, severance nor any of the Subsidiaries is a party to any oral or termination agreements written (i) consulting agreement not terminable on 60 days’ or arrangements (other than standard employment agreements or offer letters entered into in less notice involving the ordinary course payment of business consistent with past practice with employees outside the United States in accordance with local Law and offer letters, severance or employment agreements that have been entered into in the ordinary course of business or that provide for severance or change in control benefits to employees with a value of less more than $100,000250,000 per annum, (ii) between the Company or agreement with any of its Subsidiaries and any current or former employee, executive officer or director other key employee of the Company or any of its the Subsidiaries (collectivelythe benefits of which are contingent, or the “terms of which are materially altered, upon the occurrence of a transaction involving the Company Employment Agreements”), nor does of the nature contemplated by this Agreement or agreement with respect to any executive officer of the Company or any Subsidiary providing any term of its Subsidiaries have employment or compensation guarantee extending for a period longer than three years and for the payment of in excess of $500,000 per annum, or (iii) agreement or plan, including any general severance stock option plan, stock appreciation right plan, restricted stock plan or policy. For purposes stock purchase plan, any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement, “Company International Employee Plan” shall mean each Company Employee Plan and each government-mandated plan or program that has been adopted or maintained by Company or any Company ERISA Affiliate, whether informally or formally, or with respect to which Company or any Company ERISA Affiliate will or may have any liability, for the benefit of Company Employees who perform services outside the United States. For the avoidance of doubt, this shall include, in Israel, manager’s insurance or other provident or pension funds which are not government-mandated but were set up to provide for Company’s legal obligation to pay statutory severance pay (Pitzuay Piturim) under the Severance Pay Law 5723-1963.

Benefit Plans. From (a) Set forth on Schedule 4.20 is a true and complete list of each material Benefit Plan of a Target Company (each, a “Company Benefit Plan”). Except as would not be material to the date Company and its Subsidiaries, taken as a whole, with respect to each Company Benefit Plan, there are no funded benefit obligations for which contributions have not been made or properly accrued and there are no unfunded benefit obligations that have not been accounted for by reserves, or otherwise properly footnoted in accordance with GAAP on the Company Financials. No Target Company is or has in the past been a member of a “controlled group” for purposes of Section 414(b), (c), (m) or (o) of the most recent audited financial statements included Code, nor does any Target Company have any Liability with respect to any collectively-bargained for plans, whether or not subject to the provisions of ERISA. (b) Each Company Benefit Plan is and has been established, operated, funded and maintained at all times in compliance with its terms and all applicable Laws in all material respects, including ERISA and the Code. Each Company SEC Documents filed with Benefit Plan which is intended to be “qualified” within the SEC prior meaning of Section 401(a) of the Code (i) has been determined by the IRS to be so qualified (or is based on a prototype plan which has received a favorable opinion letter) during the period from its adoption to the date of this Agreement and (ii) its related trust has been determined to be exempt from taxation under Section 501(a) of the Code or the Target Companies have requested an initial favorable IRS determination of qualification and/or exemption within the period permitted by applicable Law. To the Company’s Knowledge, no fact exists which could adversely affect the qualified status of such Company Benefit Plans or the exempt status of such trusts, or impose any material liability, penalty or tax under ERISA or the Code. (c) With respect to each Company Benefit Plan which covers any current or former officer, director, consultant or employee (or beneficiary thereof) of a Target Company, the Company has provided to Purchaser accurate and complete copies, if applicable, of: (i) all Company Benefit Plan documents and agreements and related trust agreements or annuity Contracts (including any amendments, modifications or supplements thereto); (ii) all summary plan descriptions and summary of material modifications thereto; (iii) the three (3) most recent Forms 5500, if applicable, and annual report, including all schedules thereto; (iv) the most recent annual and periodic accounting of plan assets; (v) the three (3) most recent nondiscrimination testing reports; (vi) the most recent determination letter received from the IRS; (vii) the most recent actuarial valuation; and (viii) all material communications with any Governmental Authority within the last three (3) years. (d) With respect to each material Company Benefit Plan, and except as would not be material to the Company and its Subsidiaries, taken as a whole: (i) no such Company Benefit Plan is presently under audit or examination (nor has written notice been received of a potential audit or examination) by any Governmental Authority; (ii) no breach of fiduciary duty has occurred; (iii) no Action is pending, or to the Company’s Knowledge, threatened (other than routine claims for benefits arising in the ordinary course of administration); (iv) no prohibited transaction, as defined in Section 406 of ERISA or Section 4975 of the Code, has occurred, excluding transactions effected pursuant to a statutory or administration exemption; and (v) all contributions and premiums due through the Closing Date have been made in all material respects as required under ERISA or have been fully accrued in all material respects on the Company Financials. (e) Except as set forth on the Schedule 4.20(e), no Company Disclosure Schedule, there has not been any adoption or amendment in any material respect by the Company or any of its Subsidiaries of any collective bargaining agreement or any bonus, pension, profit sharing, deferred compensation, incentive compensation, stock ownership, stock purchase, stock option, phantom stock, retirement, vacation, severance, change in control, retention, disability, death benefit, hospitalization, medical or other Benefit Plan is a “defined benefit plan, arrangement or understanding (whether or not legally binding) providing benefits to any current or former employee, officer, director or independent contractor of the Company or any of its Subsidiaries (collectively, with the Company Pension Plans, any Company “employee welfare benefit plans” (as defined in Section 414(j) of the Code), a “multiemployer plan” (as defined in Section 3(37) of ERISA) or a “multiple employer plan” (as described in Section 413(c) of the Code) or is otherwise subject to Title IV of ERISA or Section 412 of the Code, and no Target Company has incurred any Liability or otherwise could have any Liability, contingent or otherwise, under Title IV of ERISA and no condition presently exists that is expected to cause such Liability to be incurred. No Target Company currently maintains or has ever maintained, or is required currently or has ever been required to contribute to or otherwise participate in, a multiple employer welfare arrangement or voluntary employees’ beneficiary association as defined in Section 501(c)(9) of the Code. (f) No arrangement exists pursuant to which a Target Company will be required to “gross up” or otherwise compensate any person because of the imposition of any excise tax on a payment to such person. (g) With respect to each Company Benefit Plan which is a “welfare plan” (as described in Section 3(1) of ERISA), the Company International Employee Plans and the Company Employment Agreements, the “Company Employee Plans”), excluding standard employment agreements ): (i) no such plan provides medical or offer letters entered into in the ordinary course of business consistent with past practice with employees outside the United States in accordance with local Law and offer letters, severance or employment agreements that have been entered into in the ordinary course of business or that provide for severance or change in control death benefits with respect to current or former employees of a value Target Company beyond their termination of less employment (other than $100,000coverage mandated by Law, which is paid solely by such employees); and (ii) there are no reserves, assets, surplus or prepaid premiums under any such plan. As Each Target Company has complied in all material respects with the provisions of Section 601 et seq. of ERISA and Section 4980B of the date of this Agreement, other than Code. (h) Except as set forth on Schedule 4.20(h), the consummation of the transactions contemplated by this Agreement and the Ancillary Documents will not: (i) entitle any individual to severance pay, unemployment compensation or other benefits or compensation (except as set forth on Schedule 4.19); (ii) accelerate the time of payment or vesting, or increase the amount of any compensation due, or in respect of, any individual; or (iii) result in or satisfy a condition to the payment of compensation that would, in combination with any other payment, result in an “excess parachute payment” within the meaning of Section 280G of the Code. (i) Except as would not be material to the Company Disclosure Scheduleand its Subsidiaries, there are taken as a whole, each Company Benefit Plan that is subject to Section 409A of the Code has been administered in compliance, and is in documentary compliance, in all material respects, with the applicable provisions of Section 409A of the Code, the regulations thereunder and other official guidance issued thereunder. There is no employmentContract or plan to which any Target Company is a party or by which it is bound to compensate any employee, consulting, severance consultant or termination agreements or arrangements director for penalty taxes paid pursuant to Section 409A of the Code. (other than standard employment agreements or offer letters entered into in the ordinary course of business consistent with past practice with employees outside the United States in accordance with local Law and offer letters, severance or employment agreements that have been entered into in the ordinary course of business or that provide for severance or change in control benefits j) Except as would not be material to employees with a value of less than $100,000) between the Company or and its Subsidiaries, taken as a whole, each Company Benefit Plan that is subject to the Patient Protection and Affordable Care Act, as amended by the Health Care and Education Reconciliation Act of 2010 (the “Affordable Care Act”) has been established, maintained and administered in compliance with the requirements of the Affordable Care Act. Neither the Company nor any of its Subsidiaries and any current or former employee, executive officer or director has attempted to maintain the grandfathered health plan status under the Affordable Care Act of the Company or any of its Subsidiaries (collectively, the “Company Employment Agreements”), nor does the Company or any of its Subsidiaries have any general severance plan or policy. For purposes of this Agreement, “Company International Employee Plan” shall mean each Company Employee Plan and each government-mandated plan or program that has been adopted or maintained by Company or any Company ERISA Affiliate, whether informally or formally, or with respect to which Company or any Company ERISA Affiliate will or may have any liability, for the benefit of Company Employees who perform services outside the United States. For the avoidance of doubt, this shall include, in Israel, manager’s insurance or other provident or pension funds which are not government-mandated but were set up to provide for Company’s legal obligation to pay statutory severance pay (Pitzuay Piturim) under the Severance Pay Law 5723-1963Benefit Plan.

Benefit Plans. From the date of the most recent audited financial statements included in the Company SEC Documents filed with the SEC prior to the date of this Agreement and other than as set (a) Set forth on the Schedule 5.19(a) is a true and complete list of each Foreign Plan of a Target Company Disclosure Scheduleand any other agreement, there has not been practice, custom, arrangement, plan, policy or program (including any adoption or amendment in any material respect by the Company or any of its Subsidiaries of any collective bargaining agreement or any employment, consulting, bonus, pensioncommission, incentive or deferred compensation, employee loan, note or pledge agreement, equity or equity-based compensation, severance, termination, retention, retirement, supplemental retirement, profit sharing, deferred compensation, incentive compensation, stock ownership, stock purchase, stock option, phantom stock, retirement, vacation, severance, change in control, retentionfringe benefits vacation, disabilitysick, death benefitinsurance, hospitalizationpension (including pension funds, medical managers’ insurance or similar funds, education fund (‘keren hishtalmut’), medical, welfare, fringe or similar plan, policy, program, agreement or other plan, arrangement or understanding (whether or not legally bindingarrangement) providing compensation or other benefits or remuneration to any current or former employeedirector, officer, director employee or independent contractor of the other service provider, which is maintained, sponsored or contributed to by a Target Company or under which a Target Company has or may have any of its Subsidiaries obligation or liability, direct or indirect, contingent or otherwise, whether or not in writing and whether or not funded (collectivelyeach, with the a “Company Pension PlansBenefit Plan”). No Target Company has ever maintained or contributed to (or had an obligation to contribute to) or has any Liability under any Benefit Plan, any whether or not subject to ERISA, which is not a Foreign Plan. (b) With respect to each Company “employee welfare benefit plans” (as defined in Section 3(1) of ERISA)Benefit Plan, the Company International Employee has made available to SPAC accurate and complete copies, if applicable, of: (i) all plan documents and related trust agreements or annuity Contracts (including any amendments, modifications or supplements thereto), and written descriptions of any Company Benefit Plans which are not in writing; (ii) the most recent annual and periodic accounting of plan assets; (iii) the most recent actuarial valuation; and (iv) all communications with any Governmental Authority concerning any matter that is still pending or for which a Target Company has any outstanding Liability or obligation. (c) With respect to each Company Benefit Plan: (i) such Company Benefit Plan has been administered and enforced in all material respects in accordance with its terms and the Company Employment Agreementsrequirements of all applicable Laws, and has been maintained, where required, in good standing with applicable regulatory authorities and Governmental Authorities; (ii) no breach of fiduciary duty has occurred; (iii) no Action is pending, or to the “Company Employee Plans”)Company’s Knowledge, excluding standard employment agreements or offer letters entered into threatened (other than routine claims for benefits arising in the ordinary course of business consistent administration); (iv) all contributions, premiums and other payments (including any special contribution, interest or penalty) required to be made with past practice with employees outside the United States respect to a Company Benefit have been timely made; (v) all benefits accrued under any unfunded Company Benefit Plan has been paid, accrued, or otherwise adequately reserved in accordance with local Law IFRS and offer lettersare reflected on the Company Financials; and (vi) no Company Benefit Plan provides for retroactive increases in contributions, severance premiums or employment agreements that have been entered into other payments in relation thereto. No Target Company has incurred any Liability in connection with the ordinary course of business termination of, or that provide for severance or change in control benefits with a value of less than $100,000. As of the date of this Agreementwithdrawal from, any Company Benefit Plan, other than severance obligations owed to Israeli employees of the Company pursuant to the Israeli Severance Pay Law, 5723-1963, if any. (d) No Target Company has ever sponsored, maintained, contributed to or been required to maintain or contribute to, and does not otherwise have any Liability (including as set forth a result of its relationship with any other Person that would be or, at any relevant time, would have been considered a single employer with any Target Company under Section 414(b), (c), (m) or (o) of the Code or ERISA), with respect to a plan subject to Title IV of ERISA or Code Section 412, including any “single employer” defined benefit plan or any “multiemployer plan,” each within the meaning of Section 4001 of ERISA. No Target Company maintains, contributes to, or participates in any “multiple employer plan” within the meaning of Section 413(c) of the Code, or any “multiple employer welfare arrangement” within the meaning of Section 3(40) of ERISA. (e) Each Company Benefit Plan intended to qualify for special Tax treatment meets (and at all times has met) all the requirements for such treatment and no facts or circumstances exist that could adversely affect such qualified treatment. To the extent applicable, the present value of the accrued benefit liabilities (whether or not vested) under each Company Benefit Plan, determined as of the end of the Company’s most recently ended fiscal year on the basis of reasonable actuarial assumptions, each of which is reasonable, did not exceed the current value of the assets of such Company Disclosure ScheduleBenefit Plan allocable to such benefit liabilities. (f) The consummation of the transactions contemplated by this Agreement and the Ancillary Documents will not: (i) entitle any individual to severance pay, there are unemployment compensation or other benefits or compensation under any Company Benefit Plan or under any applicable Law; or (ii) accelerate the time of payment or vesting, funding or increase the amount of any compensation due, or in respect of, any director, employee or independent contractor of a Target Company. (g) Except to the extent required by applicable Law, no employment, consulting, severance Target Company provides or has any obligation or Liability to provide health or welfare benefits to any former or retired employee or is obligated or has any Liability to provide such benefits to any active employee following such employee’s retirement or other termination agreements of employment or arrangements service. (other than standard employment agreements h) No material Tax penalties or offer letters entered into in the ordinary course of business consistent with past practice with employees outside the United States in accordance with local Law and offer letters, severance or employment agreements that material additional Taxes have been entered into in the ordinary course of business imposed or that provide for severance or change in control benefits would reasonably be expected to employees with a value of less than $100,000) between the Company or any of its Subsidiaries and be imposed on any current or former employeeofficer, executive officer director, consultant or director employee (or beneficiary thereof) of the a Target Company or any of its Subsidiaries (collectively, the each a “Target Company Employment AgreementsService Provider”), nor does and no acceleration of Taxes has occurred or would be reasonably expected to occur. No current or former officer, director, consultant or employee (or beneficiary thereof) of a Target Company is entitled to receive any gross-up or additional payment or benefit in connection with any applicable Tax. (i) All Company Benefit Plans can be terminated at any time as of or after the Company Closing Date without resulting in any Liability to any Target Company, Pubco, SPAC or their respective Affiliates for any additional contributions, penalties, premiums, fees, fines, Taxes or any of its Subsidiaries have any general severance plan other charges or policy. For purposes of this Agreement, “Company International Employee Plan” shall mean each Company Employee Plan and each government-mandated plan or program that has been adopted or maintained by Company or any Company ERISA Affiliate, whether informally or formally, or with respect to which Company or any Company ERISA Affiliate will or may have any liability, for the benefit of Company Employees who perform services outside the United States. For the avoidance of doubt, this shall include, in Israel, manager’s insurance or other provident or pension funds which are not government-mandated but were set up to provide for Company’s legal obligation to pay statutory severance pay (Pitzuay Piturim) under the Severance Pay Law 5723-1963liabilities.

Benefit Plans. From the date of the most recent audited financial statements included in the Company SEC Documents filed with the SEC prior to the date (a) For purposes of this Agreement Agreement, a “Parent Plan” means each “employee benefit plan” (within the meaning of Section 3(3) of ERISA, whether or not subject to ERISA), “multiemployer plans” (within the meaning of ERISA Section 3(37)), and other than as set forth on the Company Disclosure Schedule, there has not been any adoption or amendment in any material respect by the Company or any of its Subsidiaries of any collective bargaining agreement or any bonus, all pension, profit sharing, deferred compensation, incentive compensation, stock ownershipretirement, stock purchase, stock option, phantom stockstock or other equity or equity-based plan, retirementseverance (excluding severance agreements provided in connection with a reduction in force prior to the date of this Agreement), vacationemployment, severanceconsulting, change in collective bargaining, change-in-control, retention, disability, death fringe benefit, hospitalizationbonus, medical incentive, deferred compensation, supplemental retirement, health, life, or disability insurance, dependent care, welfare and all other employee benefit and compensation plans, agreements, programs, policies or other planarrangements, arrangement or understanding (whether or not subject to ERISA, whether formal or informal, written or oral, legally bindingbinding or not, under which any current or former employee, director or consultant of Parent or any of its Subsidiaries (or any of their dependents) providing has any present or future right to compensation or benefits, in any case, that Parent or any of its Subsidiaries sponsors or maintains, is making contributions to or with respect to which Parent or any of its Subsidiaries has any present or future liability or obligation (contingent or otherwise). Parent has provided or made available to the Company a current, accurate and complete copy of each material Parent Plan (including, without limitation, all Parent Equity Plans and the forms of all award agreements evidencing outstanding Parent Stock Awards), or if such Parent Plan is not in written form, a written summary of all of the material terms of such Parent Plan. (b) Neither Parent, its Subsidiaries or any member of their Controlled Group (nor any predecessor of any such entity) sponsors, maintains, contributes to or is required to contribute to, or has in the past six (6) years sponsored, maintained, contributed to or been required to contribute to, or has any liability (contingent or otherwise) with respect to: (i) a “multiemployer plan” (within the meaning of ERISA Section 3(37)), (ii) a Pension Plan that is subject to Title IV of ERISA or Section 412 of the Code, (iii) a Pension Plan which is a “multiple employer plan” as defined in Section 413 of the Code, (iv) a “funded welfare plan” (within the meaning of Section 419 of the Code) or (v) a “multiple employer welfare arrangement” (within the meaning of Section 3(40) of ERISA). (c) With respect to the Parent Plans: (i) each Parent Plan complies in all material respects with its terms and complies in all material respects in form and in operation with the applicable provisions of ERISA and the Code and all other applicable legal requirements; (ii) no reportable event (as defined in Section 4043 of ERISA), no prohibited transaction (as described in Section 406 of ERISA or Section 4975 of the Code) for which any liability remains outstanding, and no accumulated funding deficiency (as defined in Section 302 of ERISA and 412 of the Code), in each case, has occurred with respect to any Parent Plan, and all material contributions required to be made under the terms of any Parent Plan have been timely made; (iii) each Parent Plan intended to be qualified under Section 401(a) of the Code has received a favorable determination, advisory and/or opinion letter, as applicable, from the IRS that it is so qualified and nothing has occurred since the date of such letter that would reasonably be expected to result in the loss of the qualified status of such Parent Plan; (iv) there is no Action (including any investigation, audit or other administrative proceeding) by the Department of Labor, the PBGC, the IRS or any other Governmental Entity or by any plan participant or beneficiary pending, or to the knowledge of Parent, threatened, relating to the Parent Plans, any fiduciaries thereof with respect to their duties to the Parent Plans or the assets of any of the trusts under any of the Parent Plans (other than routine claims for benefits); (v) none of Parent or any of its Subsidiaries has outstanding any liability under ERISA, the Code or other applicable Laws in connection with the termination of, or withdrawal from, any Parent Plan; (vi) none of the Parent Plans currently provides, or has any liability to provide, post-termination or retiree medical, dental, vision, prescription drug, life insurance or other welfare benefits to any individual for any reason, except as may be required by COBRA, and none of Parent, its Subsidiaries or any members of their Controlled Group has any liability to provide post-termination or retiree medical, dental, vision, prescription drug, life insurance or other welfare benefits to any individual, except to the extent required by COBRA; (vii) each Parent Plan is subject exclusively to United States Law; and (viii) neither the execution and delivery of this Agreement nor the consummation of the Merger will, either alone or in combination with any other event, (A) entitle any current or former employee, officer, director or independent contractor consultant of Parent or any Subsidiary to severance pay, unemployment compensation, any other similar termination payment or any other payment or benefit, (B) accelerate the time of payment or vesting, or increase the amount of or otherwise enhance any benefit due any such employee, officer, director or consultant, (C) increase any amount of compensation or benefits otherwise payable under any Parent Plan or (D) require any contribution or payment to fund any obligation under any Parent Plan. (d) Neither Parent nor any Subsidiary is a party to any Contract, arrangement or plan (including any Parent Plan) that may reasonably be expected to result, separately or in the aggregate, in connection with the transactions contemplated by this Agreement (either alone or in combination with any other events), in the payment of any “parachute payments” within the meaning of Section 280G of the Company Code. There is no Contract, plan or other arrangement to which any of Parent or any Subsidiary is a party or by which any of its Subsidiaries them is otherwise bound to compensate any person in respect of Taxes or other liabilities incurred with respect to Section 409A or 4999 of the Code. (collectively, with e) The exercise price of each option to purchase Parent Common Stock is no less than the Company Pension Plans, any Company “employee welfare benefit plans” (fair market value of a share of Parent Common Stock as defined in Section 3(1) determined on the date of ERISA), the Company International Employee Plans and the Company Employment Agreements, the “Company Employee Plans”), excluding standard employment agreements or offer letters entered into in the ordinary course grant of business consistent with past practice with employees outside the United States such Parent Option in accordance with local Law and offer letters, severance or employment agreements that have been entered into in the ordinary course of business or that provide for severance or change in control benefits with a value of less than $100,000. As Section 409A of the date of this Agreement, other than as set forth on the Company Disclosure Schedule, there are no employment, consulting, severance or termination agreements or arrangements (other than standard employment agreements or offer letters entered into in the ordinary course of business consistent with past practice with employees outside the United States in accordance with local Law and offer letters, severance or employment agreements that have been entered into in the ordinary course of business or that provide for severance or change in control benefits to employees with a value of less than $100,000) between the Company or any of its Subsidiaries and any current or former employee, executive officer or director of the Company or any of its Subsidiaries (collectively, the “Company Employment Agreements”), nor does the Company or any of its Subsidiaries have any general severance plan or policy. For purposes of this Agreement, “Company International Employee Plan” shall mean each Company Employee Plan and each government-mandated plan or program that has been adopted or maintained by Company or any Company ERISA Affiliate, whether informally or formally, or with respect to which Company or any Company ERISA Affiliate will or may have any liability, for the benefit of Company Employees who perform services outside the United States. For the avoidance of doubt, this shall include, in Israel, manager’s insurance or other provident or pension funds which are not government-mandated but were set up to provide for Company’s legal obligation to pay statutory severance pay (Pitzuay Piturim) under the Severance Pay Law 5723-1963Code.

Benefit Plans. From the date (i) Schedule “C”, Section (u)(i) of the most recent audited financial statements included in the Company SEC Documents filed with the SEC prior to the date SVT Disclosure Letter contains a true and complete list of this Agreement and other than as set forth on the Company Disclosure Schedule, there has not been any adoption or amendment in any material respect by the Company or any of its Subsidiaries of any collective bargaining agreement or any bonus, each pension, profit benefit, retirement, compensation, employment, consulting, profit-sharing, deferred compensation, incentive compensationincentive, bonus, performance award, phantom equity, stock ownership, stock purchase, stock option, phantom or stock, retirement, vacation, severance-based, change in control, retention, disabilityseverance, death benefitvacation, hospitalizationpaid time off, medical or welfare, fringe-benefit and other similar agreement, plan, policy, program or arrangement or understanding (and any amendments thereto), in each case whether or not legally binding) providing benefits reduced to writing and whether funded or unfunded, which is or has been maintained, sponsored, contributed to, or required to be contributed to by SVT or its Subsidiaries for the benefit of any current or former employee, officer, director or director, retiree, independent contractor or consultant or any spouse or dependent of such individual, or under which SVT or its Subsidiaries has or may have any Liability, contingent or otherwise (as listed on Schedule “C”, Section (u)(i) of the Company SVT Disclosure Letter, each, a “SVT Benefit Plan”); (ii) Each SVT Benefit Plan and related trust (other than any multiemployer plan as defined in applicable Law (a “SVT Multiemployer Plan”)) has been established, administered, funded and maintained in accordance with its terms and in compliance with all applicable Laws; (iii) Other than as required under applicable Law, no SVT Benefit Plan or other arrangement provides post-termination or retiree benefits to any individual for any reason; (iv) To the knowledge of SVT there is no pending or threatened action relating to an SVT Benefit Plan (other than routine claims for benefits), and no SVT Benefit Plan has within the three years prior to the date hereof been the subject of an examination or audit by a Governmental Entity or the subject of an application or filing under, or is a participant in, an amnesty, voluntary compliance, self-correction or similar program sponsored by any Governmental Entity; (v) Each SVT Benefit Plan has been administered, invested and funded in compliance with its terms and in accordance with all applicable Law; (vi) Neither the execution of this Agreement nor any of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional or subsequent events): (i) entitle any current or former director, officer, employee, independent contractor or consultant of the business of SVT and its Subsidiaries to severance pay or any other payment; (ii) accelerate the time of its Subsidiaries payment, funding or vesting, or increase the amount of compensation due to any such individual; or (collectively, with iii) increase the Company Pension Plans, amount payable under or result in any Company “employee welfare benefit plans” other material obligation pursuant to any SVT Benefit Plan; (vii) No SVT Benefit Plan is: (i) a registered retirement savings plan (as defined in Section 3(1the Income Tax Act (Canada); or (ii) of ERISA), the Company International Employee Plans and the Company Employment Agreements, the “Company Employee Plans”), excluding standard employment agreements or offer letters entered into a retirement compensation arrangement (as defined in the ordinary course of business consistent with past practice with employees outside the United States in accordance with local Law and offer letters, severance or employment agreements that have been entered into in the ordinary course of business or that provide for severance or change in control benefits with a value of less than $100,000. As of the date of this Agreement, other than as set forth on the Company Disclosure Schedule, there are no employment, consulting, severance or termination agreements or arrangements Income Tax Act (other than standard employment agreements or offer letters entered into in the ordinary course of business consistent with past practice with employees outside the United States in accordance with local Law and offer letters, severance or employment agreements that have been entered into in the ordinary course of business or that provide for severance or change in control benefits to employees with a value of less than $100,000) between the Company or any of its Subsidiaries and any current or former employee, executive officer or director of the Company or any of its Subsidiaries (collectively, the “Company Employment Agreements”Canada), nor does the Company or any of its Subsidiaries have any general severance plan or policy. For purposes of this Agreement, “Company International Employee Plan” shall mean each Company Employee Plan and each government-mandated plan or program that has been adopted or maintained by Company or any Company ERISA Affiliate, whether informally or formally, or with respect to which Company or any Company ERISA Affiliate will or may have any liability, for the benefit of Company Employees who perform services outside the United States. For the avoidance of doubt, this shall include, in Israel, manager’s insurance or other provident or pension funds which are not government-mandated but were set up to provide for Company’s legal obligation to pay statutory severance pay (Pitzuay Piturim) under the Severance Pay Law 5723-1963.

Benefit Plans. From the date (a) Section 4.14(a) of the most recent audited financial statements included in the Company SEC Documents filed with the SEC prior to the date Seller Disclosure Schedule contains an accurate and complete list of this Agreement all domestic and other than as set forth on the Company Disclosure Schedule, there has not been any adoption or amendment in any material respect by the Company or any of its Subsidiaries of any collective bargaining agreement or any bonus, pension, profit sharing, deferred compensation, incentive compensation, stock ownership, stock purchase, stock option, phantom stock, retirement, vacation, severance, change in control, retention, disability, death benefit, hospitalization, medical or other plan, arrangement or understanding foreign (whether or not legally bindingi) providing benefits to any current or former employee, officer, director or independent contractor of the Company or any of its Subsidiaries (collectively, with the Company Pension Plans, any Company “employee welfare benefit plans” (as defined in Section 3(13(3) of the employee Retirement Income Security Act of 1974 (“ERISA”)); and (ii) and all other material employment, severance, consulting, vacation benefits, post-retirement, bonus, stock option, stock purchase, restricted stock, fringe benefit, profit-sharing, pension or retirement, medical, life insurance, disability, accident, salary continuation, sick pay, sick leave, supplemental retirement and unemployment benefit, deferred and incentive compensation plans and programs, arrangements, commitments, contracts, agreements and/or practices, whether or not in writing and whether or not subject to the provisions of ERISA (excluding workers’ compensation, unemployment compensation and other government programs) (x) established, maintained or contributed to with respect to which any potential liability is borne by the Company International Employee Plans and or any Company Subsidiary or (y) established, maintained or contributed to by Seller or any of its Affiliates for the benefit of employees of the Company Employment Agreementsor any Company Subsidiary (all of the foregoing collectively, the “Company Employee Benefit Plans”). (b) Except as set forth in Section 4.14(b) of the Seller Disclosure Schedule, excluding standard employment agreements no Company Benefit Plan is sponsored or offer letters entered into maintained by the Company or any Company Subsidiary. (c) Each Company Benefit Plan is in compliance in all respects with, to the ordinary course of business consistent with past practice with employees outside extent applicable to such plan, ERISA, the United States Code, and all Applicable Law and has been administered and operated in all respects in accordance with local Law and offer lettersits terms, severance except for any failure to so comply, administer or employment agreements operate that have been entered into would not, individually or in the ordinary course aggregate, reasonably be expected to result in a material liability of business the Company or any Company Subsidiary or Affiliate. (d) Each Company Benefit Plan which is intended to be “qualified” within the meaning of Section 401(a) of the Code has received a favorable determination letter from the IRS covering all applicable tax law changes or is comprised of a master or prototype plan that provide for severance has received a favorable opinion letter from the Internal Revenue Service (the “IRS”) covering all applicable tax law changes. (e) Neither the Company nor any of the Company Subsidiaries or change any entity that would be considered a “single employer” with the Company or any Company Subsidiaries under Section 414(b), (m) or (o) of the Code maintains or has an obligation to contribute to, or has ever in control benefits the past six years maintained or contributed to (or borne any liability with respect to), (i) a value “multiemployer plan” within the meaning of less than $100,000. Section 3(37) of ERISA, (ii) a plan described in Section 413 of the Code, (iii) a plan subject to Title IV of ERISA or (iv) a plan subject to the minimum funding standards of Section 412 of the Code. (f) As of the date hereof, no proceedings (other than routine benefit claims) are pending or, to the knowledge of Seller, threatened against or relating to any Company Benefit Plan, or any fiduciary thereof. (g) Neither the Company nor any Company Subsidiary has incurred or expects to incur any material liability (including additional contributions, fines, taxes or penalties) as a result of a failure to administer or operate any Company Benefit Plan that is a “group health plan” (as such term is defined in Section 607(1) of ERISA or Section 5000(b)(1) of the Code, or in 45 Code of Federal Regulations Section 160.103, as applicable) in compliance with the applicable requirements of Part 6 of Subtitle B of Title I of ERISA and Section 4980B of the Code (“COBRA”), or the Health Insurance Portability and Accountability Act of 1996 and the regulations promulgated thereunder. (h) Full payment has been timely made in all material respects of all amounts which the Company or any Company Subsidiary is required under Applicable Law or under any Company Benefit Plan or any agreement relating to any Company Benefit Plan to have paid as contributions or premiums thereunder. (i) No Company Benefit Plan provides benefits with respect to any former or current employee of the Company or any Company Subsidiary, or any spouse or dependent of any such employee, beyond the employee’s retirement or other termination of employment with the Company or any Company Subsidiary other than (i) coverage mandated by COBRA, or (ii) benefits in the nature of severance pay with respect to one or more of the employment contracts set forth on Section 4.14(a) of the Seller Disclosure Schedule. This Section 4.14 contains the sole and exclusive representations and warranties of Seller with respect to any of the Company Benefit Plans. (j) The execution of this AgreementAgreement and the consummation of the transactions contemplated hereby do not constitute a triggering event under any Company Benefit Plan, policy, arrangement, statement, commitment or agreement, which (either alone or in combination with the occurrence of any additional or subsequent event) will or may result in (i) any severance, bonus, retirement or job security or similar-type payment or benefit, or increase any benefits or accelerate the payment, vesting or funding of any benefits to any employee or former employee or director of the Company or any Company Subsidiary, other than as set forth on Section 4.14(j) of the Company Seller Disclosure Schedule, there are no employment, consulting, severance or termination agreements or arrangements (other than standard employment agreements or offer letters entered into ii) a payment that would result in the ordinary course of business consistent with past practice with employees outside the United States in accordance with local Law and offer lettersCompany’s, severance or employment agreements that have been entered into in the ordinary course of business or that provide for severance or change in control benefits to employees with a value of less than $100,000) between the Company or any of its Subsidiaries and any current or former employee, executive officer or director of the Company or any of its Subsidiaries (collectively, the “Company Employment Agreements”), nor does the Company or any of its Subsidiaries have any general severance plan or policy. For purposes of this Agreement, “Company International Employee Plan” shall mean each Company Employee Plan and each government-mandated plan or program that has been adopted or maintained by Company or any Company ERISA AffiliateSubsidiary’s, whether informally loss of a deduction pursuant to Section 280G of the Code. (k) Seller has delivered or formally, caused to be delivered to Buyer or its counsel (x) with respect to which each Company Benefit Plan set forth on Section 4.14(b) of the Seller Disclosure Schedule (if any), (i) true and complete copies of such Company Benefit Plan, together with all amendments thereto, including, in the case of any such Company Benefit Plan not set forth in writing, a written description thereof, and, to the extent applicable, (ii) all current summary plan descriptions and any summaries of material modification, (iii) all current trust agreements, declarations of trust and other documents establishing funding arrangements (and all amendments thereto and the latest financial statements thereof), (iv) the most recent determination letter and/or opinion letter, (v) any materials relating to any government investigation or audit or any submissions under any voluntary compliance procedures, and (vi) all contracts and agreements relating to such Company ERISA Affiliate Benefit Plan, including service provider agreements, insurance contracts, annuity contracts, investment management agreements, subscription agreements, participation agreements, recordkeeping agreements and collective bargaining agreements, and (y) with respect to each Company Benefit Plan other than the Company Benefit Plans set forth on Section 4.14(b) of the Seller Disclosure Schedule, a summary of the benefits provided under such Company Benefit Plan. (l) Each Seller RSU Award referred to in Section 9.02 by its terms will or may have any liabilityterminate effective as of the Closing Date. As of the date hereof, for the benefit Seller RSU Awards cover an aggregate of Company Employees who perform services outside the United States. For the avoidance 115,884 shares of doubt, this shall include, in Israel, managerSeller’s insurance or other provident or pension funds which are not government-mandated but were set up to provide for Company’s legal obligation to pay statutory severance pay (Pitzuay Piturim) under the Severance Pay Law 5723-1963common stock.

Benefit Plans. From the date (i) Set forth on Schedule 4.2(s)(i) of the most recent audited financial statements included in the Company SEC Documents filed with the SEC prior to the date Entegra Disclosure Memorandum is a true, correct, and complete list of this Agreement and other than as set forth on the Company Disclosure Scheduleall pension, there has not been any adoption or amendment in any material respect by the Company or any of its Subsidiaries of any collective bargaining agreement or any bonusretirement, pensionsurvivor income, salary continuation, stock option, restricted stock, restricted stock unit, stock purchase, stock ownership, savings, stock appreciation right, capital appreciation, profit sharing, deferred compensation, incentive compensationconsulting, stock ownershipbonus, stock purchasegroup insurance, stock option, phantom stock, retirement, vacationdisability, severance, change of control, fringe benefit, incentive, cafeteria or Code Section 125, welfare, and other benefit plans, contracts, agreements, and arrangements, including without limitation “employee benefit plans” as defined in Section 3(3) of ERISA, incentive and welfare policies, contracts, plans, and arrangements, including split dollar life insurance arrangements, and all trust agreements and funding arrangements related thereto, which are or have been maintained, sponsored, or contributed to (or required to be contributed to) by the Company or the Bank or an ERISA Affiliate for the benefit of or with respect to any present or former directors, officers, employees, independent contractors, or consultants of the Company or the Bank or any of their respective Subsidiaries, or any spouse or dependent of any such Person, or to or under which the Company or the Bank or an ERISA Affiliate has or may have any Liability, contingent or otherwise (herein referred to collectively as the “Entegra Benefit Plans”), including any and all plans or policies offered to employees of the Company or the Bank, or any of their respective Subsidiaries, with respect to which the Company or the Bank or an ERISA Affiliate has claimed or is claiming the safe harbor for “voluntary plans” under ERISA for group and group-type insurance arrangements (“Entegra Voluntary Plans”). The Entegra Parties have previously delivered or made available to SmartFinancial true, correct, and complete copies of all plans, contracts, agreements, arrangements, and other documents required to be set forth on Schedule 4.2(s)(i) of the Entegra Disclosure Memorandum, along with, where applicable, copies of the IRS Form 5500 for the most recently completed year. There has been no announcement or commitment by the Company or the Bank, or any of their Subsidiaries, to create any additional Entegra Benefit Plan, to amend any Entegra Benefit Plan (except for amendments required by applicable Law which do not materially increase the cost of such Entegra Benefit Plan), or to terminate any Entegra Benefit Plan. (ii) Other than routine claims for benefits, there is no pending or, to the Knowledge of the Company, threatened or suspected claim, litigation, action, administrative action, suit, audit, arbitration, mediation, or other proceeding relating to any Entegra Benefit Plan. All of the Entegra Benefit Plans comply in all material respects with applicable requirements of ERISA and the Code and other applicable Laws (including without limitation the portability, privacy, and security provisions of the Health Insurance Portability and Accountability Act of 1996, as amended; the Patient Protection and Affordable Care Act of 2009, as amended; the coverage continuation requirements of Title X of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended; the Family and Medical Leave Act, as amended; the Mental Health Parity Act of 1996, as amended; the Mental Health Parity and Addiction Equity Act of 2008, as amended; the Uniformed Services Employment and Reemployment Rights Act, as amended; the Newborns’ and Mothers’ Health Protection Act of 1996, as amended; the Women’s Health and Cancer Rights Act, as amended; and the Genetic Information Nondiscrimination Act of 2008, as amended), and have been established, maintained, and administered in compliance, in all material respects, with all applicable requirements of ERISA and the Code and other applicable Laws and the terms and provisions of all documents, contracts, or agreements establishing the Entegra Benefit Plans or pursuant to which they are maintained or administered. To the Knowledge of the Company, there are no existing circumstances and no event has occurred that would reasonably be expected to adversely affect the qualified status of any Entegra Benefit Plan intended to be tax-qualified under Section 401 of the Code. No audit of any Entegra Benefit Plan by the IRS, the United States Department of Labor, or any other Governmental Entity is ongoing or to the Knowledge of the Company threatened, or was ongoing or closed or to the Knowledge of the Company threatened at any time during the past five years. There has occurred no “prohibited transaction” (as defined in Section 406 of ERISA or Section 4975 of the Code) with respect to any Entegra Benefit Plan that is likely to result in, or has already resulted in, the imposition of any penalties or Taxes upon the Company or the Bank or any of their Subsidiaries under Section 502(i) of ERISA or Section 4975 of the Code. (iii) No Liability to the Pension Benefit Guaranty Corporation has been, or is expected by the Entegra Parties or their Subsidiaries to be, incurred with respect to any Entegra Benefit Plan that is subject to Title IV of ERISA (an “Entegra Pension Plan”), or with respect to any “single-employer plan” (as defined in Section 4001(a) of ERISA) currently or formerly maintained by the Company or the Bank or any ERISA Affiliate. No Entegra Pension Plan had an “accumulated funding deficiency” (as defined in Section 302 of ERISA), whether or not waived, as of the last day of the end of the most recent plan year ending prior to the date hereof, and no notice of a “reportable event” (as defined in Section 4043 of ERISA) for which the reporting requirement has not been waived has been required to be filed for any Entegra Pension Plan within the 12-month period ending on the date of this Agreement. Neither the Company nor the Bank, nor any of their Subsidiaries, has provided or is required to provide security to any Entegra Pension Plan or to any single-employer plan of an ERISA Affiliate pursuant to Section 401(a)(29) of the Code. Neither the Company nor the Bank, nor any of their Subsidiaries or any ERISA Affiliate, has contributed to or been obligated to contribute to any “multiemployer plan” as defined in Section 3(37) of ERISA. (iv) Each Entegra Benefit Plan that is an “employee pension benefit plan” (as defined in Section 3(2) of ERISA) and which is intended to be qualified under Section 401(a) of the Code (an “Entegra Qualified Plan”) has received a current favorable determination letter from the IRS (or, in the case of an IRS pre-approved plan, the pre-approved plan has a current IRS opinion or advisory letter upon which the Entegra Parties are entitled to rely under applicable IRS guidance), and to the Knowledge of the Company there are no facts or circumstances that would reasonably be expected to result in the revocation of any such favorable determination letter. Each Entegra Qualified Plan, if any, that is an “employee stock ownership plan” (as defined in Section 4975(e)(7) of the Code) has satisfied all of the applicable requirements of Sections 409 and 4975(e)(7) of the Code and the regulations thereunder in all material respects. (v) Neither the Company nor the Bank, nor any of their Subsidiaries, has any obligations for post-employment welfare benefits under any Entegra Benefit Plan that cannot be terminated upon 60 days or less notice without incurring any Liability thereunder, except for coverage required by Part 6 of Title I of ERISA or Section 4980B of the Code or similar state Laws, the cost of which is borne by the electing individuals. (vi) All contributions and payments required to be made with respect to any Entegra Benefit 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 Entegra Benefit Plan, have been timely made or paid in full by the applicable due date, with extensions, or to the extent not required to be made or paid on or before the date hereof, have been fully reflected or reserved against in the Company Balance Sheet to the extent required by GAAP or regulatory accounting requirements. Any unfunded Entegra Benefit Plan pays benefits solely from the general assets of the Company or the Bank, or their applicable Subsidiary, for which arrangement the establishment of a trust under ERISA is not required. (vii) All required reports, notices, disclosures, and descriptions (including without limitation Form 5500 annual reports and required attachments, Forms 1099-R, summary annual reports, Forms PBGC-1, and summary plan descriptions) have been timely filed or distributed in accordance with applicable Law with respect to each Entegra Benefit Plan. All required Tax filings with respect to each Entegra Benefit Plan have been made, and any Taxes due in connection with such filings have been paid. Since January 1, 2016, neither the Company nor the Bank, nor any of their Subsidiaries, has filed or been required to file with the IRS a Form 8928 in order to self-report any health plan violations which are subject to excise taxes under applicable provisions of the Code, and there are no facts or circumstances that would reasonably be expected to result in the Company or the Bank, or any of their Subsidiaries, being required by the Code to file any such Form 8928. (viii) Neither the Company nor the Bank, nor any of their Subsidiaries, is a party to or bound by any Contract (including without limitation any severance, change of control, change in control, retentionsalary continuation, disabilityor employment agreement) that will, death benefitas a result or consequence of the execution or delivery of this Agreement or the Bank Merger Agreement, hospitalizationshareholder approval of this Agreement or the transactions contemplated hereby, medical or the consummation of the transactions, including the Mergers or the Bank Merger, contemplated by this Agreement and the Bank Merger Agreement, either alone or in connection with any other planevent, arrangement or understanding (whether or not legally bindingA) providing benefits to entitle any current or former employeedirector, officer, director employee, or independent contractor of the Company or the Bank, or of any of its Subsidiaries their Subsidiaries, to severance pay or change of control or other benefits, or any increase in severance pay or other benefits (collectivelywhether upon termination of employment or termination of such Contract after the date hereof or otherwise), with (B) accelerate the Company Pension time of payment or vesting or trigger any payment or funding (through a grantor trust or otherwise) of compensation or benefits under, increase the amount payable under, or trigger any withdrawal liability under or any other material obligation pursuant to any of the Entegra Benefit Plans, (C) result in any Company breach or violation of, or a default under, any of the Entegra Benefit Plans, or (D) result in the payment of any “employee welfare benefit plansexcess parachute payments” within the meaning of Section 280G of the Code or the imposition of any Tax under Section 409A of the Code or the forgiveness of any indebtedness. (ix) Each Entegra Benefit Plan that is a “nonqualified deferred compensation plan” (as defined in Section 3(1409A(d)(1) of ERISA), the Company International Employee Plans and the Company Employment Agreements, the “Company Employee Plans”), excluding standard employment agreements or offer letters entered into Code) is in the ordinary course of business consistent documentary compliance with past practice with employees outside the United States in accordance with local Law and offer letters, severance or employment agreements that have been entered into in the ordinary course of business or that provide for severance or change in control benefits with a value of less than $100,000. As Section 409A of the date Code and has been administered, as applicable, (A) in good faith compliance with Section 409A of this Agreementthe Code during the period beginning October 1, other than as set forth on 2004, through December 31, 2008, and (B) in compliance with Section 409A of the Company Disclosure ScheduleCode since January 1, there are no employment, consulting, severance 2009. (x) No Person is entitled to receive any additional payment (including without limitation any Tax gross-up or termination agreements or arrangements (other than standard employment agreements or offer letters entered into in the ordinary course of business consistent with past practice with employees outside the United States in accordance with local Law and offer letters, severance or employment agreements that have been entered into in the ordinary course of business or that provide for severance or change in control benefits to employees with a value of less than $100,000similar payment) between from the Company or the Bank or any of its their Subsidiaries and as a result of the imposition of any current excise Taxes under Section 4999 of the Code or former employeeany Taxes required by Section 409A of the Code. (xi) All Entegra Voluntary Plans satisfy the regulatory safe-harbor requirements provided by ERISA in order for such Entegra Voluntary Plans to be considered not to be or to have been established, executive officer sponsored, or director of maintained by the Company or any of its Subsidiaries (collectively, the “Company Employment Agreements”), nor does the Company Bank or any of its their Subsidiaries have any general severance plan or policy. For purposes of this Agreement, and not to constitute an “Company International Employee Planemployee benefit plan” shall mean each Company Employee Plan and each government-mandated plan or program that has been adopted or maintained by Company or any Company ERISA Affiliate, whether informally or formally, or with respect subject to which Company or any Company ERISA Affiliate will or may have any liability, for the benefit of Company Employees who perform services outside the United States. For the avoidance of doubt, this shall include, in Israel, manager’s insurance or other provident or pension funds which are not government-mandated but were set up to provide for Company’s legal obligation to pay statutory severance pay (Pitzuay Piturim) under the Severance Pay Law 5723-1963ERISA.

Benefit Plans. From the date (a) None of the most recent audited financial statements included in the Company SEC Documents filed with the SEC prior to the date of this Agreement and other than as set forth on the Company Disclosure ScheduleParent, there has not been any adoption or amendment in any material respect by the Company or any of its Subsidiaries of any collective bargaining agreement or any bonusmember of their Controlled Group has ever sponsored, pensionmaintained, profit sharingcontributed to or been required to contribute to or incurred any liability (contingent or otherwise) with respect to: (i) a “multiemployer plan” (within the meaning of ERISA section 3(37)), deferred compensation(ii) a Pension Plan that is subject to Title IV of ERISA or Section 412 of the Code, incentive compensation(iii) a Pension Plan which is a “multiple employer plan” as defined in Section 413 of the Code, stock ownershipor (iv) a “funded welfare plan” within the meaning of Section 419 of the Code. (b) With respect to each “employee benefit plan” (within the meaning of section 3(3) of ERISA, whether or not subject to ERISA), “multiemployer plan” (within the meaning of ERISA section 3(37)), and all stock purchase, stock option, phantom stock, retirement, vacationstock or other equity-based plan, severance, change in employment, collective bargaining, change-in-control, retention, disability, death fringe benefit, hospitalizationbonus, medical incentive, deferred compensation, supplemental retirement, health, life, or disability insurance, dependent care and all other employee benefit and compensation plans, agreements, programs, policies or other planarrangements, arrangement or understanding (whether or not legally bindingsubject to ERISA (including any funding mechanism therefor now in effect or required in the future as a result of the Transactions or otherwise), whether written or oral, under which any current or former employee, director or consultant of Parent or its Subsidiaries (or any of their dependents) providing has any present or future right to compensation or benefits or that Parent or its Subsidiaries sponsors or maintains, is making contributions to or has any present or future liability or obligation (contingent or otherwise) or with respect to which it is otherwise bound (collectively, the “Parent Plans”). (c) With respect to the Parent Plans: (i) each Parent Plan complies in all material respects in form and in operation with its terms and the applicable provisions of ERISA and the Code and all other applicable legal requirements; (ii) no non-exempt prohibited transaction, as described in Section 406 of ERISA or Section 4975 of the Code has occurred with respect to any Parent Plan, and all contributions required to be made under the terms of any Parent Plan have been timely made; (iii) each Parent Plan intended to be qualified under Section 401(a) of the Code has received a favorable determination, advisory and/or opinion letter, as applicable, from the IRS that it is so qualified and nothing has occurred since the date of such letter that would reasonably be expected to cause the loss of the sponsor’s ability to rely upon such letter, and nothing has occurred that would reasonably be expected to result in the loss of the qualified status of such Parent Plan; (iv) there is no Action (including any investigation, audit or other administrative proceeding) by the Department of Labor, the PBGC, the IRS or any other Governmental Entity or by any plan participant or beneficiary pending, or to the knowledge of Parent, threatened, relating to the Parent Plans, any fiduciaries thereof with respect to their duties to the Parent Plans or the assets of any of the trusts under any of the Parent Plans (other than routine claims for benefits) nor are there facts or circumstances that exist that could reasonably give rise to any such Actions; (v) none of Parent, its Subsidiaries or any member of their Controlled Group has incurred any direct or indirect liability under ERISA, the Code or other applicable Laws in connection with the termination of, withdrawal from or failure to fund, any Parent Plan or other retirement plan or arrangement, and no fact or event exists that would reasonably be expected to give rise to any such liability; (vi) Parent and its Subsidiaries do not maintain any Parent Plan that is a “group health plan” (as such term is defined in Section 5000(b)(1) of the Code) that has not been administered and operated in all material respects in compliance with the applicable requirements of COBRA and the PPACA, and Parent and its Subsidiaries are not subject to any liability, including additional contributions, fines, assessable payments, penalties or loss of Tax deduction as a result of such administration and operation; (vii) none of the Parent Plans currently provides, or reflects or represents any liability to provide post-termination or retiree welfare benefits to any Person for any reason, except as may be required by COBRA, and none of Parent, its Subsidiaries or any members of their Controlled Group has any liability to provide post-termination or retiree welfare benefits to any Person or ever represented, promised or contracted to any employee or former employee of Parent (either individually or to Parent employees as a group) or any other Person that such employee(s) or other Person would be provided with post-termination or retiree welfare benefits, except to the extent required by statute or except with respect to a contractual obligation to reimburse any premiums such Person may pay in order to obtain health coverage under COBRA; (viii) each Parent Plan is subject exclusively to United States Law; and (ix) the execution and delivery of this Agreement and the consummation of the Transactions will not, either alone or in combination with any other event, (A) entitle any current or former employee, officer, director or independent contractor consultant of the Company Parent or any of its Subsidiaries to severance pay, unemployment compensation or any other similar termination payment, or (collectivelyB) accelerate the time of payment or vesting, or increase the amount of or otherwise enhance any benefit due any such employee, officer, director or consultant. (d) Neither Parent nor any of its Subsidiaries is a party to any agreement, contract, arrangement or plan (including any Parent Plan) that may reasonably be expected to result, separately or in the aggregate, in connection with the Company Pension Plans, Transactions (either alone or in combination with any Company “employee welfare benefit plans” (as defined in Section 3(1) of ERISAother events), the Company International Employee Plans and the Company Employment Agreements, the “Company Employee Plans”), excluding standard employment agreements or offer letters entered into in the ordinary course payment of business consistent with past practice with employees outside any “parachute payments” within the United States in accordance with local Law and offer letters, severance or employment agreements that have been entered into in the ordinary course meaning of business or that provide for severance or change in control benefits with a value of less than $100,000. As Section 280G of the date Code. There is no agreement, plan or other arrangement to which any of this Agreement, other than as set forth on the Company Disclosure Schedule, there are no employment, consulting, severance or termination agreements or arrangements (other than standard employment agreements or offer letters entered into in the ordinary course of business consistent with past practice with employees outside the United States in accordance with local Law and offer letters, severance or employment agreements that have been entered into in the ordinary course of business or that provide for severance or change in control benefits to employees with a value of less than $100,000) between the Company Parent or any of its Subsidiaries and any current is a party or former employee, executive officer or director of the Company or by which any of its Subsidiaries (collectively, the “Company Employment Agreements”), nor does the Company them is otherwise bound to compensate any Person in respect of Taxes or any of its Subsidiaries have any general severance plan or policy. For purposes of this Agreement, “Company International Employee Plan” shall mean each Company Employee Plan and each government-mandated plan or program that has been adopted or maintained by Company or any Company ERISA Affiliate, whether informally or formally, or other liabilities incurred with respect to which Company Section 409A or 4999 of the Code. (e) Each Parent Plan that constitutes in any Company ERISA Affiliate will or may have any liability, for part a Nonqualified Deferred Compensation Plan subject to Section 409A of the benefit of Company Employees who perform services outside Code has been operated and maintained in all material respects in compliance with the United States. For the avoidance of doubt, this shall include, in Israel, manager’s insurance or other provident or pension funds which are not government-mandated but were set up to provide for Company’s legal obligation to pay statutory severance pay (Pitzuay Piturim) under the Severance Pay Law 5723-1963409A Authorities.

Benefit Plans. From For a period of not less than one year after the date Effective Time, Parent shall provide, or cause to be provided, to those persons who were employees of the most recent audited financial statements included in the Company SEC Documents filed with the SEC or its Subsidiaries immediately prior to the date Effective Time and who remain employees of this Agreement and the Surviving Corporation or its Subsidiaries or become employees of Parent following the Effective Time ("CONTINUING EMPLOYEES") employee benefits (other than Parent Option Plans and the Parent ESPP) no less favorable in the aggregate than those currently provided to employees of the Company. Continuing Employees will be eligible to participate in Parent Option Plans and the Parent ESPP in accordance with the terms and conditions of such plans. As promptly as set forth on reasonably practicable after the Effective Time, Continuing Employees shall be eligible to participate in (1) Parent's employee benefit plans, programs, policies and arrangements, including any severance plan, medical plan, dental plan, life insurance plan, vacation program and disability plan, to the extent permitted by the terms of the applicable plans, programs, policies and arrangements or (2) such Company Disclosure ScheduleBenefit Arrangements, there has including, but not been limited to, any adoption agreements, programs, policies or amendment in any material respect other programs sponsored by or maintained by the Company or any of its Subsidiaries of any collective bargaining agreement or any bonusSubsidiaries, pension, profit sharing, deferred compensation, incentive compensation, stock ownership, stock purchase, stock option, phantom stock, retirement, vacation, severance, change in control, retention, disability, death benefit, hospitalization, medical or other plan, arrangement or understanding (whether or not legally binding) providing benefits to any current or former employee, officer, director or independent contractor of that are continued by the Company Surviving Corporation or any of its Subsidiaries following the Closing Date, or which are assumed by Parent (collectivelyfor the purposes of this Section 5.12(d) only, clauses (1) and (2) taken together, the "PARENT BENEFIT PLANS"). Continuing Employees shall, to the extent permitted by Applicable Law receive full credit for purposes of eligibility, vesting, level of benefits (but not benefit accrual) under the Parent Benefit Plans in which such Continuing Employees participate for such Continuing Employees' service with the Company Pension PlansCompany, any Company “employee welfare benefit plans” (as defined in Section 3(1) of ERISA), the Company International Employee Plans and the Company Employment Agreements, the “Company Employee Plans”), excluding standard employment agreements or offer letters entered into in the ordinary course of business consistent with past practice with employees outside the United States in accordance with local Law and offer letters, severance or employment agreements that have been entered into in the ordinary course of business or that provide for severance or change in control benefits with a value of less than $100,000. As of the date of this Agreement, other than as set forth on the Company Disclosure Schedule, there are no employment, consulting, severance or termination agreements or arrangements (other than standard employment agreements or offer letters entered into in the ordinary course of business consistent with past practice with employees outside the United States in accordance with local Law and offer letters, severance or employment agreements that have been entered into in the ordinary course of business or that provide for severance or change in control benefits to employees with a value of less than $100,000) between the Company or any of its Subsidiaries Subsidiaries, and either of their predecessors. With respect to any current or former employee, executive officer or director of the Company or any of its Subsidiaries (collectively, the “Company Employment Agreements”), nor does the Company or any of its Subsidiaries have any general severance plan or policy. For purposes of this Agreement, “Company International Employee Plan” shall mean each Company Employee Plan and each government-mandated plan or program that has been adopted or welfare benefit plans maintained by Company or any Company ERISA Affiliate, whether informally or formally, or with respect to which Company or any Company ERISA Affiliate will or may have any liability, Parent for the benefit of Company Continuing Employees who perform services outside on and after the United States. For the avoidance of doubtEffective Time, this Parent shall include(1) cause there to be waived, as required by Applicable Law, any eligibility requirements or pre-existing condition limitations and (2) give effect, in Israeldetermining any deductible or maximum out-of-pocket limitations, manager’s insurance or other provident or pension funds which are not governmentamounts paid by such Continuing Employees with respect to similar plans maintained by the Company and its Subsidiaries, subject to the terms and conditions of the applicable welfare benefit plans maintained by Parent. Depending upon the date of the Effective Time relative to the completion of the then-mandated but were set up to provide for Company’s legal obligation to pay statutory severance pay (Pitzuay Piturim) next ending offer period under the Severance Pay Law 5723-1963Parent ESPP, and upon the relative benefits and costs, Parent will determine in good faith whether to establish a special offering period for Continuing Employees under the Parent ESPP commencing as soon as administratively practicable following the Effective Time and ending immediately prior to the commencement of the next regularly scheduled offering period under the Parent ESPP.

Benefit Plans. From the date (i) Section 3.1(j)(i) of the most recent audited financial statements included in the Company SEC Documents filed with the SEC prior to the date of this Agreement and other than as set forth on the Company Disclosure ScheduleLetter contains a list of all material Company Employee Benefit Plans. (ii) With respect to each material Company Employee Benefit Plan, there the Company has made available to Parent a true and correct copy of such Plan, including any and all amendments thereto. (iii) Section 3.1(j)(iii) of the Company Disclosure Letter identifies each Company Employee Benefit Plan that is intended to be a “qualified plan” pursuant to Section 401(a) of the Code (“Company Qualified Plans”). The IRS has issued a favorable determination letter with respect to each Company Qualified Plan and the related trust (or a favorable opinion letter upon which the Company or its applicable Subsidiary is entitled to rely, in the case of a prototype or volume submitter document for which a separate determination letter is not required) that has not been revoked, and there are no circumstances, and no events have occurred, that could reasonably be expected to adversely affect the qualified status of any adoption Company Qualified Plan or amendment in any material the related trust. No Company Employee Benefit Plan is or is required to be funded through a trust that is intended to meet the requirements of Section 501(c)(9) of the Code. (iv) With respect to each Company Employee Benefit Plan that is not a Non-US Company Plan, all contributions, premium payments, and other payments, expenses and reimbursements required to be made by the Company or any of its Subsidiaries by applicable Law or regulation or by any plan document or other contractual undertaking, have been timely made (except where the Company’s failure to timely make such contributions or pay such premiums would not result in any material liability, penalty or tax), or have been properly accrued and accurately reflected on the Company’s financial statements. (v) With respect to each employee benefit plan, program, policy, practice, agreement, or other arrangement maintained and/or operated by a Governmental Entity and subject to the applicable Laws of any collective bargaining agreement jurisdiction outside the United States and Canada, all contributions, premium payments, and other payments, expenses and reimbursements required to be made by the Company or any bonus, pension, profit sharing, deferred compensation, incentive compensation, stock ownership, stock purchase, stock option, phantom stock, retirement, vacation, severance, change in control, retention, disability, death benefit, hospitalization, medical of its Subsidiaries by applicable Law or regulation or by any plan document or other contractual undertaking, have been timely made (except where the Company’s failure to timely make such contributions or pay such premiums would not result in any material liability, penalty or tax), or have been properly accrued and accurately reflected on the Company’s financial statements. (vi) Each Company Employee Benefit Plan has been established, maintained and administered in compliance, in all material respects, with all applicable provisions of ERISA, the Code, all other Laws and regulations applicable to such Company Employee Benefit Plan, and the terms applicable to such Company Employee Benefit Plan. There is not now, nor do any circumstances exist that could give rise to, any requirement for the posting of security by the Company or any of its Subsidiaries with respect to a Company Employee Benefit Plan or the imposition of any lien on the assets of the Company or any of its Subsidiaries under ERISA, the Code or other applicable Law. (vii) Neither the Company, nor any of its Subsidiaries, nor any of their respective ERISA Affiliates has ever maintained, sponsored or contributed to, or had an obligation to maintain, sponsor or contribute to, or had any actual or contingent liability or obligation with respect to, and no Company Employee Benefit Plan currently is, (i) a “defined benefit plan” as defined in Section 3(35) of ERISA, arrangement (ii) a pension plan subject to the funding standards of Section 302 or understanding Title IV of ERISA or Section 412 of the Code, (whether iii) a “multiemployer plan” as defined in Section 3(37) of ERISA or Section 414(f) of the Code or (iv) a “multiple employer plan” within the meaning of Section 210(a) of ERISA or Section 413(c) of the Code. Neither the Company nor any of its ERISA Affiliates has any actual or contingent liability under Title IV of ERISA, and no condition exists, other than as a result of the transactions contemplated by this Agreement, that presents a risk to the Company or any of its ERISA Affiliates of incurring any such liability. (viii) With respect to any Company Employee Benefit Plan that is maintained for the benefit of employees, consultants or directors outside of the United States (each such Company Employee Benefit Plan, a “Non-US Company Plan”), (A) if intended to qualify for special tax treatment, the Non-US Company Plan meets the requirements for such treatment in all material respects, (B) the financial statements of the Company and its Subsidiaries accurately reflect in all material respects the Non-US Company Plan liabilities and accruals for contributions required to be paid to the Non-US Company Plans, in accordance with GAAP, and (C) there have not legally bindingoccurred, nor are there continuing, any transactions or breaches of fiduciary duty under any Law or regulation in connection with a Non-US Company Plan which could have a Material Adverse Effect on (1) providing benefits any Non-US Company Plan or (2) the condition of the Company or any of its Subsidiaries. (ix) Neither the Company nor any of its Subsidiaries, nor any of their respective ERISA Affiliates, has engaged in any transaction described in Section 4069 or Section 4204 or 4212(c) of ERISA. (x) Section 3.1(j)(x) of the Company Disclosure Letter sets forth each Company Employee Benefit Plan (or other arrangement) under which the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby could (either alone or in connection with any other event, condition or circumstance): (i) result in, cause the accelerated vesting, funding or delivery of, or increase the amount or value of, any payment or benefit to any current or former employee, officer, director or independent contractor of the Company or any of its Subsidiaries (collectively, with the Company Pension Plans, any Company “employee welfare benefit plans” (as defined in Section 3(1) of ERISA), the Company International Employee Plans and the Company Employment Agreements, the “Company Employee Plans”), excluding standard employment agreements or offer letters entered into in the ordinary course of business consistent with past practice with employees outside the United States in accordance with local Law and offer letters, severance or employment agreements that have been entered into in the ordinary course of business or that provide for severance or change in control benefits with a value of less than $100,000. As of the date of this Agreement, other than as set forth on the Company Disclosure Schedule, there are no employment, consulting, severance or termination agreements or arrangements (other than standard employment agreements or offer letters entered into in the ordinary course of business consistent with past practice with employees outside the United States in accordance with local Law and offer letters, severance or employment agreements that have been entered into in the ordinary course of business or that provide for severance or change in control benefits to employees with a value of less than $100,000) between the Company or any of its Subsidiaries and any current or former employee, executive officer consultant or director of the Company or any of its Subsidiaries Subsidiaries, (collectivelyii) result in the payment or provision (whether in connection with any termination of employment or otherwise) of any “excess parachute payment” within the meaning of Section 280G of the Code with respect to any current or former employee, consultant or contractor of the “Company Employment Agreements”), nor does or any of its Subsidiaries; (iii) limit the right of the Company or any of its Subsidiaries have to amend, merge or terminate any general severance plan or policy. For purposes of this Agreement, “Company International Employee Plan” shall mean each Company Employee Benefit Plan and each governmentor trust; or (iv) give rise to the payment of any amount that would not be deductible by reason of Section 162(m) of the Code. (xi) No Company Employee Benefit Plan provides for a tax gross-mandated plan up or program any similar payments or benefits with respect to the excise tax imposed under Section 4999 of the Code or the tax or penalties imposed under Section 409A of the Code. (xii) To the Company’s knowledge, none of the Company, its Subsidiaries nor any other Person, including any fiduciary, has engaged in any “prohibited transaction” (as defined in Section 4975 of the Code or Section 406 of ERISA), which would reasonably be expected to subject any of the Company Employee Benefit Plans or their related trusts, the Company, any of its Subsidiaries or any Person that has been adopted or maintained by the Company or any of its Subsidiaries has an obligation to indemnify, to any material tax or penalty imposed under Section 4975 of the Code or Section 502 of ERISA. (xiii) There are no pending or, to the Company’s knowledge, threatened, claims (other than routine claims for benefits in the ordinary course), lawsuits or arbitrations which have been asserted or instituted by any current or former employee or consultant of the Company ERISA Affiliateor its Subsidiaries, whether informally and to the Company’s knowledge, no set of circumstances exists which may reasonably give rise to a claim or formallylawsuit against the Company Employee Benefit Plans, or any fiduciaries thereof with respect to their duties to the Company Employee Benefit Plans or the assets of any of the trusts under any of the Company Employee Benefit Plans which could reasonably be expected to result in any material liability of the Company or any of its Subsidiaries. There are no outstanding assessments, penalties, fines, liens, charges, surcharges, or other amounts due or owing pursuant to any workplace safety and insurance legislation, and neither the Company nor any of its Subsidiaries have been reassessed in any material respect under such legislation during the past three (3) years and no audit of the Company or any of its Subsidiaries is currently being performed pursuant to any applicable workplace safety and insurance legislation. There are no pending claims or, to the knowledge of the Company, potential claims which may materially adversely affect the Company’s accident cost experience in respect of the business of the Company or any Subsidiary of the Company. (xiv) Neither the Company nor any of its Subsidiaries has any liability for life insurance, death or medical benefits to current or former employees or beneficiaries or dependents thereof, except for health continuation coverage as required by Section 4980B of the Code or Part 6 of Title I of ERISA Affiliate will or may have any liability, for other applicable Law. (xv) Each Company Employee Benefit Plan that is a “nonqualified deferred compensation plan” (within the benefit meaning of Company Employees who perform services outside Section 409A(d)(1) of the United States. For Code) subject to Section 409A of the avoidance of doubt, this shall includeCode has been operated and administered, in Israelall material respects, manager’s insurance in compliance with Section 409A of the Code and any guidance issued by the Department of Treasury or other provident the IRS thereunder, to the extent applicable to such plan. (xvi) All Company Options were granted at an exercise price at least equal to the fair market value (within the meaning of Section 409A of the Code and the regulations promulgated thereunder) of a Company Share on the date of grant and no Company Option has been extended or pension funds which are not government-mandated but were set up to provide for Company’s legal obligation to pay statutory severance pay (Pitzuay Piturim) under the Severance Pay Law 5723-1963amended, and no Company Option has been repriced, in each case since its original date of grant.

Benefit Plans. From (a) The Company has provided to Parent a true and complete list of all material “employee benefit plans” (within the date meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)), and all material stock purchase, stock option, restricted stock, severance, employment, change-in-control, fringe benefit, bonus, incentive, deferred compensation and all other material employee benefit plans, agreements, programs, policies or other arrangements, whether or not subject to ERISA, whether formal, informal or written, under which any current or former employee or independent contractor who is a natural person of the Company or its Subsidiaries has any present or future right to benefits, or the Company or its Subsidiaries has any present or future liability. All such plans, agreements, programs, policies and arrangements shall be collectively referred to as the “Company Plans.” With respect to each Company Plan, the Company has furnished or made available to Parent a current, accurate and complete copy thereof and, to the extent applicable: (i) any related trust agreement or other funding instrument, (ii) the most recent determination letter of the Internal Revenue Service (the “IRS”), if applicable, (iii) any summary plan description or any other written summary or communication provided to Company Plan participants generally, summarizing the benefits provided under any of the Company Plans and (iv) for the two most recent years (A) the Form 5500 and attached schedules, (B) audited financial statements included statements, and (C) actuarial valuation reports. (b) With respect to the Company Plans, except as disclosed in the Company SEC Documents filed with the SEC prior or to the date extent that any inaccuracy in of this Agreement and other than as any of the representations set forth on in this Section 3.12(b), individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect: (i) neither any Company Plan, nor any employee benefit plan that has been maintained or contributed to by an ERISA Affiliate (defined, with respect to any person or entity, as any person or entity that, together with such first person or entity, is treated as a single employer under Section 414(b), (c), (m) or (o) of the Code) of the Company Disclosure Scheduleat any time within the past six years, there is subject to Title IV of ERISA, Section 302 of ERISA, or Sections 412 or 4971 of the Code, or is a “multiemployer plan” within the meaning of Section 4001(a)(3) of ERISA; (ii) each Company Plan has not been maintained, operated, and administered in accordance with its terms and in compliance with all applicable Laws, no nonexempt prohibited transaction, as described in Section 406 of ERISA or Section 4975 of the Code, has occurred with respect to any adoption or amendment in Company Plan, and all contributions required to be made under the terms of any material respect Company Plan have been timely made by the Company or any of its Subsidiaries Subsidiaries; (iii) each Company Plan intended to be qualified under Section 401(a) of the Code has received a favorable determination, advisory and/or opinion letter, as applicable, from the IRS that it is so qualified and nothing has occurred since the date of such letter that would reasonably be expected to cause the loss of such qualified status of such Company Plan, and all amendments to such Company Plan that are required by Law have been adopted on a timely basis; (iv) there is no Action (including any collective bargaining agreement investigation, audit or other administrative proceeding) by the Department of Labor, the Pension Benefit Guaranty Corporation (the “PBGC”), the IRS or any bonusother Governmental Entity or by any plan participant or beneficiary pending, pensionor to the knowledge of the Company, profit sharingthreatened, deferred compensationrelating to the Company Plans (other than routine claims for benefits) nor, incentive compensationto the knowledge of the Company, stock ownershipare there facts or circumstances that exist that could reasonably be expected to give rise to any such Actions; (v) no Company Plan that is a “welfare benefit plan” within the meaning of Section 3(1) of ERISA provides benefits to former employees of the Company or its ERISA Affiliates, stock purchase, stock option, phantom stock, retirement, vacation, severance, change other than pursuant to Section 4980B of the Code or any similar state Law or during any severance period under a Company Plan; (vi) the Company and its Subsidiaries do not maintain any Company Plan that is a “group health plan” (as such term is defined in control, retention, disability, death Section 5000(b)(1) of the Code) that has not been administered and operated in compliance with the applicable requirements of Section 601 of ERISA and Section 4980B of the Code; and (vii) none of the Company Plans provides for payment of a benefit, hospitalizationthe increase of a benefit amount, medical the payment of a contingent benefit or the acceleration of the payment or vesting of a benefit determined or occasioned, in whole or in part, by reason of the execution of this Agreement or the consummation of the transactions contemplated hereby. (c) Except as individually or in the aggregate would not reasonably be expected to have a Company Material Adverse Effect, each Company Plan that is a “nonqualified deferred compensation plan” within the meaning of Section 409A(d)(1) of the Code subject to Section 409A of the Code has been operated in compliance with Section 409A of the Code since January 1, 2005, based upon a good faith, reasonable interpretation of (i) Section 409A of the Code and the regulations promulgated thereunder and (ii) IRS Notice 2005-1 or any other planapplicable IRS guidance, arrangement or understanding in each case as modified by IRS Notice 2007-86. Each Company Stock Option, commencing at the time of its grant and continuing throughout the period ending immediately prior to the Effective Time, has had an exercise price that may never be less than the fair market value of the underlying stock on the date of grant, and has not included any feature for the deferral of compensation other than the deferral of recognition of income described in Treasury Regulations Section 1.409A-1(b)(5)(i)(A)(3)(i) and (whether or not legally bindingii). (d) providing benefits to any No current or former employeedirector, officer, director employee, or independent contractor who is a natural person of the Company or any of its Subsidiaries (collectivelyis entitled to any gross-up, with the Company Pension Plans, any Company “employee welfare benefit plans” (as defined in Section 3(1) of ERISA), the Company International Employee Plans and the Company Employment Agreements, the “Company Employee Plans”), excluding standard employment agreements make-whole or offer letters entered into in the ordinary course of business consistent with past practice with employees outside the United States in accordance with local Law and offer letters, severance or employment agreements that have been entered into in the ordinary course of business or that provide for severance or change in control benefits with a value of less than $100,000. As of the date of this Agreement, other than as set forth on the Company Disclosure Schedule, there are no employment, consulting, severance or termination agreements or arrangements (other than standard employment agreements or offer letters entered into in the ordinary course of business consistent with past practice with employees outside the United States in accordance with local Law and offer letters, severance or employment agreements that have been entered into in the ordinary course of business or that provide for severance or change in control benefits to employees with a value of less than $100,000) between additional payment from the Company or any of its Subsidiaries and in respect of any current Tax (including Federal, state, local or former employeeforeign income, executive officer excise or director other Taxes (including Taxes imposed under Section 409A of the Company Code)) or any of its Subsidiaries (collectively, the “Company Employment Agreements”), nor does the Company interest or any of its Subsidiaries have any general severance plan or policy. For purposes of this Agreement, “Company International Employee Plan” shall mean each Company Employee Plan and each government-mandated plan or program that has been adopted or maintained by Company or any Company ERISA Affiliate, whether informally or formally, or with respect to which Company or any Company ERISA Affiliate will or may have any liability, for the benefit of Company Employees who perform services outside the United States. For the avoidance of doubt, this shall include, in Israel, manager’s insurance or other provident or pension funds which are not government-mandated but were set up to provide for Company’s legal obligation to pay statutory severance pay (Pitzuay Piturim) under the Severance Pay Law 5723-1963penalty related thereto.

Benefit Plans. From Except as set forth in the date Disclosure Schedule: (a) Neither the Company nor any Subsidiary sponsors, maintains or contributes to, or has at any time ever sponsored, maintained, contributed to or been required to contribute to any Pension Plan, including, without limitation, solely for purposes of this subsection, a plan excluded from coverage by Section 4 of ERISA and, including without limitation any such Pension Plan which is a "Multiemployer Plan" within the meaning of Section 4001(a)(3) of ERISA. Each such Pension Plan is in compliance in all material respects with the applicable provisions of ERISA for which deadlines for compliance have passed, the applicable provisions of the Code for which deadlines of compliance have passed and all other Applicable Law. No Pension Plan is subject to Title IV of ERISA or to Section 412 of the Code. (b) Neither the Company nor any Subsidiary has ceased operations at any facility or withdrawn from any Pension Plan or otherwise acted or omitted to act in a manner which could subject it to liability under Section 4062, Section 4063, Section 4064 or Section 4069 of ERISA and there are no facts of circumstances which present a material risk of giving rise to any liability of the Company or any Subsidiary to the Pension Benefit Guaranty Corporation ("PBGC") under Title IV of ERISA or which could reasonably be anticipated to result in any claims being made against Parent, a Subsidiary or the Company by the PBGC. Neither the Company nor any Subsidiary has incurred any withdrawal liability (including without limitation any contingent or secondary withdrawal liability) within the meaning of Section 4201 and Section 4204 of ERISA to any Multiemployer Plan. Neither the Company nor any Subsidiary has, with respect to any Pension Plan which is a Multiemployer Plan, suffered or otherwise caused a "complete withdrawal" or a "partial withdrawal," as such terms are defined respectively in Sections 4201, 4203, 4204 and 4205 of ERISA. The Company and the Subsidiaries, collectively and individually, had no liability to any such Multiemployer Plan in the event of a complete or partial withdrawal therefrom as of the close of the most recent audited financial statements included in the Company SEC Documents filed with the SEC fiscal year of any such Multi-employer Plan ended prior to the date hereof. (c) Neither the Company nor any Subsidiary sponsors, maintains, contributes to, or has at any time ever sponsored, maintained, contributed to, or been required to contribute to any Welfare Plan, whether insured or otherwise, and any such Welfare Plan maintained by the Company is in compliance in all material respects with the provisions of this Agreement ERISA and all other than Applicable Laws, including without limitation Code Section 4980B. Neither the Company nor any Subsidiary has established or contributed to any "voluntary employees' beneficiary association" within the meaning of Section 501(c)(9) of the Code. (d) Except as set forth on the Company Disclosure Schedule, there has not been any adoption or amendment in any material respect by neither the Company nor any Subsidiary maintains or any of its Subsidiaries of any collective bargaining agreement or any bonus, pension, profit sharing, deferred compensation, incentive compensation, stock ownership, stock purchase, stock option, phantom stock, retirement, vacation, severance, change in control, retention, disability, death benefit, hospitalization, medical or other plan, arrangement or understanding (whether or not legally binding) providing benefits contributes to any current Benefit Plans. (e) Neither any Benefit Plan nor any trust created or former employee, insurance contract issued thereunder nor any trustee or administrator thereof nor any officer, director or independent contractor employee of the Company or any Subsidiary, custodian or any other "disqualified person" within the meaning of its Subsidiaries (collectivelySection 4975(e)(2) of the Code, or "party in interest" within the meaning of Section 3(14) of ERISA, with respect to any such Benefit Plans or any such trust or insurance contract or any trustee, custodian or administrator thereof, or any disqualified person, party in interest or person or entity dealing with such Benefit Plans or any such trust, insurance contract or any trustee has engaged in any conduct that could reasonably be expected to subject the Company Pension Plansor any Subsidiary to a tax or penalty on prohibited transactions imposed by Section 4975 of the Code or to a civil penalty imposed by Section 502 of ERISA. There are no facts or circumstances which could subject the Company or any Subsidiary to any excise tax under Section 4972 or Sections 4976 through 4980, both inclusive, of the Code. The Company has complied in all material respects with the requirements of COBRA with respect to each Welfare Plan which is a Group Health Plan and there are no facts or circumstances which could subject the Company or any Subsidiary to any excise tax under Section 4980B of the Code. (f) Full payment has been made of all amounts which the Company “employee welfare benefit plans” or any Subsidiary is required, under Applicable Law, with respect to any Benefit Plan, or any agreement relating to any Benefit Plan, to have paid as a contribution thereto. No accumulated funding deficiency (as defined in Section 3(1302 of ERISA and Section 412 of the Code), whether or not waived, exists with respect to any Pension Plan. Neither the Company nor any Subsidiary sponsors, maintains or contributes to, or has ever sponsored, maintained or contributed to or been required to contribute to, any Pension Plan subject to Part 3 of Title I of ERISA or Section 412(n) of ERISA)the Code. The Company and each Subsidiary has made adequate provisions for reserves, to the extent required by GAAP, to meet contributions which have not been made because they are not yet due under the terms of any Benefit Plan or related agreements. All Pension Plans which the Company International Employee Plans or a Subsidiary operates as plans that are qualified under the provisions of Section 401(a) of the Code satisfy in all material respects the requirements of Section 401(a) and all other sections of the Code incorporated therein, including without limitation Section 401(k) of the Code; and the Company Employment AgreementsIRS has issued favorable determination letters with respect to all Pension Plans and, to the “Company Employee Plans”)Company's knowledge, excluding standard employment agreements nothing has occurred since the issuance of any such letters that present a material risk of adversely affecting such favorable determination. There will be no change on or offer letters entered into before Closing in the ordinary course operation of business consistent any Benefit Plan or any documents with past practice with employees outside the United States respect thereto which will result in accordance with local Law and offer letters, severance or employment agreements that have been entered into a material increase in the ordinary course of business benefit liabilities under such plans, except as may be required by Applicable Law or that provide for severance or change in control benefits with a value of less than $100,000. As the terms of the date Benefits Plan. (g) The Company and each Subsidiary has complied with the reporting and disclosure obligations with respect to the Benefit Plans imposed by Title I of this Agreement, ERISA or other than as set forth on the Company Disclosure Schedule, there Applicable Law. (h) There are no employmentpending or, consultingto the Company's knowledge, severance threatened claims, suits or termination agreements or arrangements (other than standard employment agreements or offer letters entered into in the ordinary course of business consistent with past practice with employees outside the United States in accordance with local Law and offer letters, severance or employment agreements that have been entered into in the ordinary course of business or that provide for severance or change in control benefits to employees with a value of less than $100,000) between proceedings against the Company or any of its Subsidiaries and Subsidiary or any current other party by present or former employee, executive officer or director employees of the Company or any Subsidiary, plan participants, beneficiaries or spouses of its Subsidiaries any of the above, including without limitation claims against the assets of any trust, involving any Benefit Plan, or any rights or benefits thereunder, other than the ordinary and usual claims for benefits by participants or beneficiaries. (collectivelyi) The transactions contemplated by this Agreement do not, by themselves, result in, and are not a condition to, the “Company Employment Agreements”)acceleration or accrual, nor does vesting, funding or payment of any contribution or benefit under any Benefit Plan. (j) No action or omission of the Company or any of its Subsidiaries have Subsidiary or any general severance plan director, officer, employee, or policy. For purposes of this Agreementagent thereof in any way restricts, “Company International Employee Plan” shall mean each Company Employee Plan and each government-mandated plan impairs or program that has been adopted prohibits Parent or maintained by the Company or any Company ERISA AffiliateSubsidiary or any successor from amending, whether informally or formallymerging, or terminating any Benefit Plan in accordance with the express terms of any such plan and Applicable Law. (k) The Disclosure Schedule lists, and the Company has delivered to Parent, true and complete copies of: (i) all Benefit Plans and related trust agreements or other agreements or contracts evidencing any funding vehicle with respect thereto; (ii) the most recent annual reports on Treasury Form 5500, including all schedules and attachments thereto, with respect to any Benefit Plan for which Company or such a report is required; (iii) the most recent actuarial reports with respect to any Company ERISA Affiliate will or may have Pension Plan that is a "defined benefit plan" within the meaning of Section 414(j) of the Code; (iv) the form of summary plan description, including any liability, for the benefit summary of Company Employees who perform services outside the United States. For the avoidance of doubt, this shall include, in Israel, manager’s insurance material modifications thereto or other provident or pension funds which are not government-mandated but were set up modifications communicated to provide for Company’s legal obligation participants, currently in effect with respect to pay statutory severance pay each Benefit Plan; (Pitzuay Piturimv) the most recent determination letter with respect to each Pension Plan intended to qualify under Section 401(a) of the Severance Pay Law 5723-1963Code and the full and complete application therefor submitted to the IRS; and (vi) all professional opinions, material internal memoranda, material correspondence with regulatory authorities and administrative policies, manuals, interpretations and the like with respect to each Benefit Plan.

Benefit Plans. From the date of the most recent audited financial statements included in the Company SEC Documents filed with the SEC prior to the date of this Agreement and other than Except as set forth on in the Company Disclosure Schedule, there has not been any adoption or amendment in any material respect by the Company or any of its Subsidiaries of any collective bargaining agreement or any bonus, pension, profit sharing, deferred compensation, incentive compensation, stock ownership, stock purchase, stock option, phantom stock, retirement, vacation, severance, change in control, retention, disability, death benefit, hospitalization, medical or other plan, arrangement or understanding : (whether or not legally bindinga) providing benefits to any current or former employee, officer, director or independent contractor None of the Company or any ERISA Affiliate sponsors, maintains, contributes to, is required to contribute to or has or could have any liability of its Subsidiaries (collectivelyany nature, whether known or unknown, direct or indirect, fixed or contingent, with respect to, any Pension Plan, including, without limitation, any such plan that is excluded from coverage by Section 4 of ERISA or is a “Multiemployer Plan” within the meaning of Section 3(37) or 4001(a)(3) of ERISA. Each other Pension Plan has been operated in all material respects in accordance with its terms and in compliance in all material respects with the applicable provisions of ERISA, the Code and all other Applicable Law. None of the Company or any ERISA Affiliate maintains a Pension Plan that is intended to be qualified under Section 401(a) of the Code. All Pension Plans which the Company operates as plans that are qualified under the provisions of Section 408(p) of the Code satisfy in form and operation all applicable qualification requirements. None of the Company or any ERISA Affiliate has sponsored, maintained or contributed to any Pension Plan which, during the preceding seven (7) years, has been terminated, including by way of merger with or into another Pension Plan. (b) The Disclosure Schedule sets forth the name of each ERISA Affiliate. (c) None of the Company or any ERISA Affiliate has maintained or contributed to any Pension Plan subject to Title IV of ERISA. None of the Company or any ERISA Affiliate has maintained, contributed to or participated in or agreed to participate in any Pension Plan that is a Multiemployer Plan. (d) None of the Company or any ERISA Affiliate sponsors, maintains, contributes to, is required to contribute to, or has or could have any liability of any nature, whether known or unknown, direct or indirect, fixed or contingent, with respect to any Welfare Plan, whether insured or otherwise, including, without limitation, any such plan that is a Multiemployer Plan within the meaning of Section 3(37) of ERISA. Each such Welfare Plan has been operated in all material respects in accordance with its terms and in compliance in all material respects with the applicable provisions of ERISA, the Code and all other Applicable Law. Benefits under each Welfare Plan are fully insured by an insurance company unrelated to the Company or any ERISA Affiliate. No insurance policy or contract requires or permits retroactive increase in premiums or payments due thereunder. None of the Company or any ERISA Affiliate has established or contributed to, is required to contribute to or has or could have any liability of any nature, whether known or unknown, direct or indirect, fixed or contingent, with respect to any “voluntary employees’ beneficiary association” within the meaning of Section 501(c)(9) of the Code, “welfare benefit fund” within the meaning of Section 419 of the Code, “qualified asset account” within the meaning of Section 419A of the Code or “multiple employer welfare arrangement” within the meaning of Section 3(40) of ERISA. None of the Company or any ERISA Affiliate maintains, contributes to or has or could have any liability of any nature, whether known or unknown, direct or indirect, fixed or contingent, with respect to medical, health, life or other welfare benefits for present or future terminated employees or their spouses or dependents other than as required by Part 6 of Subtitle B of Title I of ERISA or any comparable state law. (e) None of the Company or any ERISA Affiliate is a party to, maintains, contributes to, is required to contribute to or has or could have any liability of any nature, whether known or unknown, direct or indirect, fixed or contingent, with respect to any Compensation Plan. Each Compensation Plan has been operated in all material respects in accordance with its terms and in compliance in all material respects with the applicable provisions of all Applicable Law. (f) There are no facts or circumstances which could, directly or indirectly, subject the Company or any ERISA Affiliate to any (i) excise tax or other liability under Chapters 43, 46 or 47 of Subtitle D of the Code, (ii) penalty tax or other liability under Chapter 68 of Subtitle F of the Code or (3) civil penalty, damages or other liabilities arising under Section 502 of ERISA. (g) Full payment has been made of all amounts which the Company or any ERISA Affiliate is required, under Applicable Law, the terms of any Benefit Plan, or any agreement relating to any Benefit Plan, to have paid as a contribution, premium or other remittance thereto or benefit thereunder. The Company and each ERISA Affiliate has made adequate provisions for reserves or accruals in accordance with GAAP to meet contribution, benefit or funding obligations arising under Applicable Law or the terms of any Benefit Plan or related agreement. There will be no change on or before Closing Date in the operation of any Benefit Plan or any documents with respect thereto which will result in an increase in the benefit liabilities under such Benefit Plans, except as may be required by law. (h) The Company and each ERISA Affiliate has timely complied in all material respects with all reporting and disclosure obligations with respect to the Benefit Plans imposed by the Code, ERISA or other Applicable Law. (i) There are no pending or, to the Company’s knowledge, threatened audits, investigations, claims, suits, grievances or other proceedings, and there are no facts that could give rise thereto, involving, directly or indirectly, any Benefit Plan, or any rights or benefits thereunder, other than the ordinary and usual claims for benefits by participants, dependents or beneficiaries. (j) The transactions contemplated herein do not result in any payment (whether of severance pay or otherwise), forgiveness of debt, distribution, increase in benefits, obligation to fund, or the acceleration of accrual, vesting, funding or payment of any contribution or benefit under any Benefit Plan. (k) No employer other than the Company “employee welfare benefit plans” and/or an ERISA Affiliate is permitted to participate or participates in the Benefit Plans. No leased employees (as defined in Section 3(1414(n) of ERISA)the Code) or independent contractors are eligible for, the Company International Employee Plans and the Company Employment Agreementsor participate in, the “Company Employee any Benefit Plans”), excluding standard employment agreements . (l) No action or offer letters entered into in the ordinary course of business consistent with past practice with employees outside the United States in accordance with local Law and offer letters, severance or employment agreements that have been entered into in the ordinary course of business or that provide for severance or change in control benefits with a value of less than $100,000. As of the date of this Agreement, other than as set forth on the Company Disclosure Schedule, there are no employment, consulting, severance or termination agreements or arrangements (other than standard employment agreements or offer letters entered into in the ordinary course of business consistent with past practice with employees outside the United States in accordance with local Law and offer letters, severance or employment agreements that have been entered into in the ordinary course of business or that provide for severance or change in control benefits to employees with a value of less than $100,000) between the Company or any of its Subsidiaries and any current or former employee, executive officer or director omission of the Company or any of its Subsidiaries (collectivelyERISA Affiliate or any director, officer, employee, or agent thereof in any way restricts, impairs or prohibits the Parent, the “Company Employment Agreements”)Company, nor does any ERISA Affiliate or any successor from amending, merging, or terminating any Benefit Plan in accordance with the express terms of any such plan and Applicable Law. (m) The Disclosure Schedule lists and the Company has delivered to the Parent true and complete copies of all Benefit Plan documents and related trust agreements or other agreements or contracts evidencing any of its Subsidiaries have any general severance plan or policyfunding vehicle with respect thereto, including all amendments. For purposes of this AgreementThe Company has delivered to the Parent true and complete copies of: (i) the three most recent annual reports on Treasury Form 5500, “Company International Employee Plan” shall mean each Company Employee Plan including all schedules and each government-mandated plan or program that has been adopted or maintained by Company or any Company ERISA Affiliateattachments thereto, whether informally or formally, or with respect to any Benefit Plan for which Company such a report is required; (ii) the form of summary plan description, including any summary of material modifications thereto or any Company ERISA Affiliate will or may have any liabilityother modifications communicated to participants, currently in effect with respect to each Benefit Plan; (iii) the FORM 5305 — SIMPLE for the benefit Pension Plan intended to qualify under Section 408(p) of the Code; and (iv) all professional opinions, material internal memoranda, material correspondence with regulatory authorities and administrative policies, manuals, interpretations and the like with respect to each Benefit Plan. (n) With respect to each Welfare Plan that is a group health plan, the Company Employees who perform services outside is in compliance with the United States. For HIPAA Privacy Regulations, because either (i) such plan is a fully insured group health plan, and the avoidance Company is not involved in plan administration nor receives “protected health information” or only receives enrollment/disenrollment information and “summary health information” for purposes of doubtobtaining premium bids or amending or terminating such group health plan, this shall includeor (ii) such plan is a self-funded group health plan, in Israeladministered solely by the Company and, manager’s insurance or other provident or pension funds which are not government-mandated but were set up to provide for Company’s legal obligation to pay statutory severance pay (Pitzuay Piturim) under the Severance Pay Law 5723-1963since April 14, 2003, has had fewer than 50 participants.

Benefit Plans. From the date (a) Section 4.11(a) of the most recent audited financial statements included in the Company SEC Documents filed with the SEC prior to the date of this Agreement and other than as set forth on the Company Disclosure ScheduleSchedule contains a true and complete list of all material Employee Plans. For purposes of this Agreement, there has the term “Employee Plans” means, collectively, any “employee benefit plans” within the meaning of Section 3(3) of ERISA (whether or not been any adoption subject to ERISA), all bonus, change in control, retention, option, purchase, incentive, deferred compensation, retirement, severance and other compensation or amendment benefit plans, programs, policies and arrangements, and all consulting agreements, offer letters and employment agreements with the Company or its Subsidiaries’ officers, managers, members, employees, and other individual service providers ((x) except to the extent an employment agreement provides for “at-will” employment and does not provide for severance payments (or similar termination payments) or (y) in any material respect the case of employees whose legal employer is outside of the United States, does not impose severance obligations other than (1) mandatory statutory severance or (2) payments in lieu of termination notice periods that do not exceed three months in duration, in each case, (A) that is sponsored, administered, maintained or contributed to or entered into by the Company or any of its Subsidiaries of any collective bargaining agreement Affiliates for the benefit of, or any bonusrelating to, pension, profit sharing, deferred compensation, incentive compensation, stock ownership, stock purchase, stock option, phantom stock, retirement, vacation, severance, change in control, retention, disability, death benefit, hospitalization, medical or other plan, arrangement or understanding (whether or not legally binding) providing benefits to any current or former employeeemployees, officerofficers, director managers, members or independent contractor other individual service providers of the Company or its Subsidiaries or (B) for which the Company or any of its Subsidiaries (collectivelyhas any Liability, with the Company Pension Plansprovided that any plan, any Company “employee welfare benefit plans” (as defined in Section 3(1) of ERISA)program or arrangement sponsored, the Company International Employee Plans and the Company Employment Agreements, the “Company Employee Plans”), excluding standard employment agreements maintained or offer letters entered into in the ordinary course of business consistent with past practice with employees outside the United States in accordance with local Law and offer letters, severance or employment agreements that have been entered into in the ordinary course of business or that provide for severance or change in control benefits with a value of less than $100,000. As of the date of this Agreement, other than as set forth on the Company Disclosure Schedule, there are no employment, consulting, severance or termination agreements or arrangements (other than standard employment agreements or offer letters entered into in the ordinary course of business consistent with past practice with employees outside the United States in accordance with local Law and offer letters, severance or employment agreements that have been entered into in the ordinary course of business or that provide for severance or change in control benefits contributed to employees with a value of less than $100,000) between the Company or any of its Subsidiaries and any current or former employee, executive officer or director of the Company or any of its Subsidiaries (collectively, the “Company Employment Agreements”), nor does the Company or any of its Subsidiaries have any general severance plan or policy. For purposes of this Agreement, “Company International Employee Plan” shall mean each Company Employee Plan and each government-mandated plan or program that has been adopted or maintained by Company or any Company ERISA Affiliate, whether informally or formally, or with respect to which Company or any Company ERISA Affiliate will or may have any liability, primarily for the benefit of Company Employees who perform services employees whose legal employer is outside of the United StatesStates to the extent required by applicable non-U.S. Law to be so sponsored, maintained, or contributed to or that is sponsored by a Governmental Body shall not be considered an Employee Plan. For Parent has been provided access to (i) complete copies of each material Employee Plan, (ii) the avoidance of doubtmost recent annual report on Form 5500 (including all schedules and attachments thereto) filed with the Internal Revenue Service with respect to each material Employee Plan (if any such report was required by applicable Law), this shall include(iii) the most recent summary plan description (or similar document) for each material Employee Plan for which a summary plan description is required by applicable Law, in Israel(iv) the most recently prepared financial statement for each material Employee Plan, manager’s (v) all material non-routine documents and correspondence relating thereto received from or provided to any Governmental Body during the past year for each material Employee Plan, (vi) each trust agreement, insurance contract or other provident or pension funds which funding arrangement, if any, relating to any material Employee Plan and (vii) if such plan is a material International Plan, documents that are not government-mandated but were set up substantially comparable (taking into account differences in applicable Law and practices) to provide for Company’s legal obligation the documents required to pay statutory severance pay be provided in clauses (Pitzuay Piturimi) under the Severance Pay Law 5723-1963through (vi).

Benefit Plans. From the date (a) Part 3.21 of the most recent audited financial statements included in the Company SEC Documents filed with the SEC prior to the date of this Agreement and other than as set forth on the Company Disclosure ScheduleSchedule contains a true and complete list of each stock option, there has not been any adoption or amendment in any material respect by the Company or any of its Subsidiaries of any collective bargaining agreement or any bonus, pension, profit sharing, deferred compensation, incentive compensationstock purchase, stock ownership, stock purchase, stock optionappreciation right, phantom stock, life, health, accident or other insurance, bonus, deferred or incentive compensation, severance or separation, profit-sharing, retirement, leave of absence, layoff, vacation, severanceday or dependent care, change in controllegal services, retentioncafeteria, disability, death benefit, hospitalization, medical disability or other benefit plan, practice, policy or arrangement of any kind, written or understanding oral, provided for the Company's employees (whether each, an "Employee Plan" and, collectively, the "Employee Plans"). For purposes of this Section 3.21, the term "Employee Plan" also includes but is not limited to all present (including those terminated or not legally bindingtransferred within the past two years) plans involving the Company providing any benefits to any current or former employee, officer, director or independent contractor employee of the Company which are subject to the Employee Retirement Income Security Act of 1974, as amended ("ERISA"). (b) Neither the Company nor any other person or any of its Subsidiaries (collectively, entity which together with the Company Pension Plans, would be considered a single employer under Section 4001(b)(1) of ERISA is or has been a party to or has any Company “employee welfare employees who are or were covered by any defined benefit plans” (plan as defined in Section 3(13(35) of ERISA or any multiemployer plan as defined in Section 3(37) of ERISA). (c) Each Employee Plan is now, and has always been, established, maintained and operated in all material respects in accordance with all applicable laws (including but not limited to ERISA and the Code, and regulations thereunder) and in accordance with the plan documents. All communications with respect to any Employee Plan by any person acting or purporting to act on behalf of the Company (including the members of any plan committee, all plan fiduciaries, plan administrators, the Company International Employee Plans and the Company Employment AgreementsCompany's employees) accurately reflect, and have always accurately reflected, in all material respects the “Company Employee Plans”), excluding standard employment agreements or offer letters entered into in the ordinary course documents and operations of business consistent with past practice with employees outside the United States in accordance with local Law and offer letters, severance or employment agreements that have been entered into in the ordinary course of business or that provide for severance or change in control benefits with a value of less than $100,000. As of the date of this Agreement, other than as set forth on the Company Disclosure Schedule, there are no employment, consulting, severance or termination agreements or arrangements (other than standard employment agreements or offer letters entered into in the ordinary course of business consistent with past practice with employees outside the United States in accordance with local Law and offer letters, severance or employment agreements that have been entered into in the ordinary course of business or that provide for severance or change in control benefits to employees with a value of less than $100,000) between the Company or any of its Subsidiaries and any current or former employee, executive officer or director of the Company or any of its Subsidiaries (collectively, the “Company Employment Agreements”), nor does the Company or any of its Subsidiaries have any general severance plan or policy. For purposes of this Agreement, “Company International Employee Plan” shall mean each Company . There is no unfunded liability for vested or nonvested benefits under any Employee Plan Plan. All material reports, forms and each government-mandated plan or program that has been adopted or maintained by Company or other documents required to be filed with any Company ERISA Affiliate, whether informally or formally, or governmental entity with respect to which Company any Employee Plan have been timely filed and are accurate. There is no pending or, to the Knowledge of the Company, Threatened litigation or arbitration concerning or involving any Company ERISA Affiliate will Employee Plan by any person with respect to such Employee Plan. (d) No complaints, investigations or may audits by any governmental entity have been filed or commenced or, to the Knowledge of the Company, have been Threatened with respect to any liability, for the benefit of Company Employees who perform services outside the United States. For the avoidance of doubt, this shall include, in Israel, manager’s insurance or other provident or pension funds which are not government-mandated but were set up to provide for Company’s legal obligation to pay statutory severance pay (Pitzuay Piturim) under the Severance Pay Law 5723-1963Employee Plan.

Benefit Plans. From the date (a) Section 2.14(a) of the most recent audited financial statements included in the Company SEC Documents filed with the SEC prior to the date of this Agreement and other than as set forth on the Company Disclosure Schedule, there has not been any adoption or amendment in any material Schedule sets forth with respect by the Company or any to all current employees a full and complete list of its Subsidiaries of any collective bargaining agreement or any bonus, pension, profit sharingall executive compensation, deferred compensation, incentive compensation, stock ownership, stock purchase, stock option, phantom restricted stock, retirementperformance share, bonus and other incentive plans, pension, profit sharing, savings, thrift or retirement plans, employee stock ownership plans, life, health, dental and disability plans, vacation, severanceseverance pay, change in controlsick leave, retentiondependent care, disabilitycafeteria and tuition reimbursement plans, death benefitand any other "employee benefit plans" within the meaning of the Employee Retirement Income Security Act of 1974, hospitalizationas amended ("ERISA"), medical currently maintained by the Company or other planany of its Subsidiaries or with respect to which the Company or any of its Subsidiaries may have any liability or obligation (direct, arrangement indirect, contingent or understanding (whether or not legally bindingotherwise) providing benefits to any current or employee, former employee, officer, director or independent contractor former director (or any of their dependents or beneficiaries) of the Company or any of its Subsidiaries or to any governmental entity (individually, an "Employee Benefit Plan" and collectively, the "Employee Benefit Plans"). There have been delivered to Parent or its counsel complete and correct copies of all written Employee Benefit Plans. (b) No Employee Benefit Plan is, a "defined benefit plan" within the meaning of section 3(35) of ERISA to which ERISA applies and neither the Company nor any of its Subsidiaries has any liability with respect to any such plan. Neither the Company nor any of its Subsidiaries has ever contributed to, or withdrawn in a complete or partial withdrawal from, any multiemployer plan (within the meaning of Subtitle E of Title IV of ERISA) or incurred contingent liability under section 4204 of ERISA. No Employee Benefit Plan provides for medical or health benefits (through insurance or otherwise) to individuals other than current employees of the Company or any of its Subsidiaries (collectively, with the Company Pension Plans, any Company “employee welfare benefit plans” (as defined in Section 3(1) or spouses and dependents of ERISAsuch employees), except to the Company International Employee Plans and the Company Employment Agreements, the “Company Employee Plans”), excluding standard employment agreements or offer letters entered into in the ordinary course of business consistent extent necessary to comply with past practice with employees outside the United States in accordance with local Law and offer letters, severance or employment agreements that have been entered into in the ordinary course of business or that provide for severance or change in control benefits with a value of less than $100,000. As of the date of this Agreement, other than as set forth on the Company Disclosure Schedule, there are no employment, consulting, severance or termination agreements or arrangements (other than standard employment agreements or offer letters entered into in the ordinary course of business consistent with past practice with employees outside the United States in accordance with local Law and offer letters, severance or employment agreements that have been entered into in the ordinary course of business or that provide for severance or change in control benefits to employees with a value of less than $100,000) between the Company or any of its Subsidiaries and any current or former employee, executive officer or director of the Company or any of its Subsidiaries (collectively, the “Company Employment Agreements”), nor does the Company or any of its Subsidiaries have any general severance plan or policy. For purposes of this Agreement, “Company International Employee Plan” shall mean each Company Employee Plan and each government-mandated plan or program that has been adopted or maintained by Company or any Company ERISA Affiliate, whether informally or formally, or with respect to which Company or any Company ERISA Affiliate will or may have any liability, for the benefit of Company Employees who perform services outside the United States. For the avoidance of doubt, this shall include, in Israel, manager’s insurance or other provident or pension funds which are not government-mandated but were set up to provide for Company’s legal obligation to pay statutory severance pay (Pitzuay Piturim) under the Severance Pay Law 5723-1963."Applicable

Benefit Plans. From the date (a) Schedule 3.19(a) of the most recent audited financial statements included in the Company SEC Documents filed with the SEC prior to the date Disclosure Schedule sets forth a true and complete list of this Agreement and other than as set forth on the Company Disclosure Schedule, there has not been any adoption or amendment in any material respect by the Company or any of its Subsidiaries of any collective bargaining agreement or any bonus, pension, profit sharing, deferred compensation, incentive compensation, stock ownership, stock purchase, stock option, phantom stockall welfare, retirement, vacationcompensation, severance, change in post-retirement, tuition, incentive, bonus, phantom equity, equity-based, option incentive, profit-sharing, employee share ownership, fringe benefit, insurance, relocation, change-in-control, retention, disability, death benefit, hospitalization, medical employee ownership or other planplans, arrangement schemes, agreements, policies, trust funds or understanding arrangements (whether written or not legally bindingunwritten, insured or self-insured) providing established, maintained, sponsored, or contributed to (or with respect to which any obligation to contribute has been undertaken) by the Companies with respect to benefits to or compensation on behalf of any current or former employeedirector, officer, director Employee or independent contractor of the Company (whether current, former, or any of its Subsidiaries retired) or their beneficiaries and the Companies’ financial obligations under applicable Law (collectivelyincluding, with the Company Pension Plans, any Company “employee welfare benefit plans” (as defined in Section 3(1) of ERISA)without limitation, the Company International Superannuation Act) (each an “Employee Plans and the Company Employment Agreements, the “Company Employee PlansBenefit Plan”), excluding standard employment agreements or offer letters entered into in . Other than the ordinary course of business consistent with past practice with employees outside the United States in accordance with local Law and offer letters, severance or employment agreements that have been entered into in the ordinary course of business or that provide for severance or change in control benefits with a value of less than $100,000. As of the date of this Agreement, other than as set forth on the Company Disclosure ScheduleEmployee Benefit Plans, there are no employmentother such plans, consultingschemes, severance or termination agreements agreements, policies, trust funds or arrangements (other than standard employment agreements whether written or offer letters entered into in unwritten, insured or self-insured) for which the ordinary course of business consistent with past practice with employees outside the United States in accordance with local Law and offer lettersCompanies have, severance directly or employment agreements that have been entered into in the ordinary course of business indirectly, any actual or that provide potential liability to or for severance or change in control benefits to employees with a value of less than $100,000) between the Company or any of its Subsidiaries and any current or former employeetheir Employees, executive officer or director of the Company or any of its Subsidiaries (collectivelydirectors, the “Company Employment Agreements”), nor does the Company or any of its Subsidiaries have any general severance plan or policy. For purposes of this Agreement, “Company International Employee Plan” shall mean each Company Employee Plan and each government-mandated plan or program that has been adopted or maintained by Company or any Company ERISA Affiliate, whether informally or formallyofficers, or with respect to which Company independent contractors, or their beneficiaries. Notwithstanding the foregoing, Schedule 3.19(a) does not include any Company ERISA Affiliate will or may have any liability, for the benefit Employee Benefit Plans mandated by a government outside of Company Employees who perform services outside the United States. For the avoidance A copy of doubteach Employee Benefit Plan set forth on Schedule 3.19 (a) has been provided or made available to Buyer. The Companies maintain, this shall includecontribute to or sponsor all Employee Benefit Plans they are required to maintain, contribute to or sponsor under applicable Law. (b) With respect to each Employee Benefit Plan, (a) each Employee Benefit Plan (and each related trust, insurance contract, or fund) complies in Israelform and in operation in all material respects with applicable Laws; (b) no claim, manager’s insurance lawsuit, arbitration or other provident action has been threatened, asserted, instituted, or, to the Knowledge of the Principal Selling Shareholders is anticipated against, any Employee Benefit Plan (other than non-material routine claims for benefits, and appeals of such claims), any trustee or pension funds which are not government-mandated but were set up fiduciaries thereof, the Companies, any director, officer, or employee thereof, or any of the Assets of any trust of any Employee Benefit Plan that could reasonably be expected to provide result in material Liability to any of the Companies; (c) no such Employee Benefit Plan is, or is expected to be, under audit or investigation by any Governmental Entity and no such completed audit, if any, has resulted in the imposition of any Tax or penalty; and (d) all payments required by any Employee Benefit Plan or by law (including, without limitation, all contributions, insurance premiums, or intercompany charges) with respect to all periods through the Closing shall have been made prior to the Closing or provided for by the Company as applicable, by full accruals as if all targets required by such Employee Benefit Plan had been or will be met at maximum levels on its financial statements. (c) None of the Companies currently maintains or sponsors, or at any time in the past maintained or sponsored, any funded Employee Benefit Plan other than the Company’s legal obligation to pay statutory severance pay (Pitzuay Piturim) obligations under the Severance Pay Law 5723-1963Superannuation Act. Each Employee Benefit Plan has been maintained in all material respects in accordance with its terms and all other applicable requirements, and if intended to qualify for special tax treatment, meets all requirements for such treatment. Except to the extent required by applicable law, neither the consummation of the transactions contemplated by this Agreement nor an employment termination after such transactions will accelerate the time of payment or vesting, or increase the value of, compensation or benefits due to any employee, director or shareholder of the Companies (whether current, former or retired).

Benefit Plans. From (a) No Target Company maintains any employee benefit plan subject to ERISA. During the date of six (6) year period preceding the most recent audited financial statements included in the Company SEC Documents filed with the SEC prior to the date of this Agreement and other than as set forth on the Company Disclosure ScheduleEffective Time, there has not been any adoption or amendment in any material respect by the no Target Company or any of its Subsidiaries their ERISA Affiliates has maintained, contributed to, or had an obligation to contribute to (i) a “defined benefit plan” (as defined in Section 414(j) of the Code), (ii) a “multiemployer plan” (as defined in Section 3(37) of ERISA) or (iii) a “multiple employer plan” (as described in Section 413(c) of the Code). (b) Each Benefit Plan that covers any current or former employee of any collective bargaining agreement Target Company (“Company Benefit Plan”) has been established, administered and funded in material compliance with its terms and with the requirements of all applicable Laws and has been maintained, where required, in good standing with applicable regulatory authorities With respect to each Company Benefit Plan, there are no funded benefit obligations for which contributions have not been made or any bonusproperly accrued and there are no unfunded benefit obligations that have not been accounted for by reserves, pensionor otherwise properly footnoted in accordance with GAAP on the Company Financials. (c) The consummation of the Transactions will not, profit sharing, deferred compensation, incentive compensation, stock ownership, stock purchase, stock option, phantom stock, retirement, vacation, severance, change in control, retention, disability, death benefit, hospitalization, medical or other plan, arrangement or understanding by itself: (whether or not legally bindingi) providing benefits to entitle any current or former employee, independent contractor, officer, director or independent contractor other service provider to any payment or any increase in payment under any Company Benefit Plan, (ii) accelerate the time of payment, funding or vesting of any benefit under any Company Benefit Plan, or (iii) result in any payments or benefits under any agreement with any Target Company that, individually or in combination with any other payment or benefit, could constitute the payment of an “excess parachute payment” within the meaning of Section 280G of the Code or in the imposition of an excise Tax under Section 4999 or Section 409A of the Code. Neither the Company nor Seller has any obligation to “gross-up,” compensate, reimburse, “make-whole,” or otherwise indemnify any individual for the imposition of any Tax under Sections 4999 or 409A of the Code. The Company has made available to the Purchaser complete and accurate copies of the Company or any Equity Plan and forms of its Subsidiaries (collectively, with agreements used thereunder. Schedule ‎4.19(c) sets forth the beneficial and record owners of all outstanding Company Pension Plans, any Company “employee welfare benefit plans” (Options as defined in Section 3(1) of ERISA), the Company International Employee Plans and the Company Employment Agreements, the “Company Employee Plans”), excluding standard employment agreements or offer letters entered into in the ordinary course of business consistent with past practice with employees outside the United States in accordance with local Law and offer letters, severance or employment agreements that have been entered into in the ordinary course of business or that provide for severance or change in control benefits with a value of less than $100,000. As of the date of this AgreementAgreement (including the grant date, other number and type of shares issuable thereunder, the exercise price, the expiration date and any vesting schedule). (d) Each grant of a Company Option was duly authorized no later than as set forth the date on which the grant of such Company Disclosure ScheduleOption was by its terms to be effective by all necessary corporate action, there are no employment, consulting, severance or termination agreements or arrangements and: (other than standard employment agreements or offer letters entered into in i) the ordinary course of business consistent with past practice with employees outside the United States stock option agreement governing such grant was duly executed and delivered by each party thereto (including electronic execution and delivery); (ii) each such grant was made in accordance with local Law and offer letters, severance or employment agreements that have been entered into in the ordinary course of business or that provide for severance or change in control benefits to employees with a value of less than $100,000) between the Company or any of its Subsidiaries and any current or former employee, executive officer or director terms of the Company or any Equity Plan and all other applicable Laws; (iii) if Section 409A of its Subsidiaries (collectivelythe Code is applicable to a Company Option, the “Company Employment Agreements”), nor does the Company or any per share exercise price of its Subsidiaries have any general severance plan or policy. For purposes of this Agreement, “Company International Employee Plan” shall mean each Company Employee Plan and each government-mandated plan Option was equal or program that has been adopted or maintained by Company or any Company ERISA Affiliate, whether informally or formally, or with respect to which Company or any Company ERISA Affiliate will or may have any liability, for greater than the benefit fair market value (within the meaning of Section 409A of the Code) of a share of Company Employees who perform services outside Common Stock on the United States. For applicable grant date; and (iv) each such grant was properly accounted for in accordance with GAAP in the avoidance financial statements (including the related notes) of doubt, this shall include, in Israel, manager’s insurance or other provident or pension funds which are not government-mandated but were set up to provide for the Company’s legal obligation to pay statutory severance pay (Pitzuay Piturim) under the Severance Pay Law 5723-1963.

Benefit Plans. From the date of the most recent audited financial statements included in the Company SEC Documents filed with the SEC prior (a) Neither REIT I nor any REIT I Subsidiary has ever maintained, sponsored or contributed to the date of this Agreement and other than as set forth on the Company Disclosure Scheduleany Benefit Plan. Neither REIT I nor any REIT I Subsidiary has any contract, there has not been any adoption plan or amendment in any material respect by the Company or any of its Subsidiaries of any collective bargaining agreement or any bonuscommitment, pension, profit sharing, deferred compensation, incentive compensation, stock ownership, stock purchase, stock option, phantom stock, retirement, vacation, severance, change in control, retention, disability, death benefit, hospitalization, medical or other plan, arrangement or understanding (whether or not legally binding, to create any Benefit Plan. (b) providing benefits Except as individually or in the aggregate, have not had and would not reasonably be expected to have REIT I Material Adverse Effect, none of REIT I, any REIT I Subsidiary or any of their respective ERISA Affiliates has incurred or could incur any obligation or liability with respect to or under any Benefit Plan or other employee benefit plan, program or arrangement (including any agreement, program, policy or other arrangement under which any current or former employee, officer, director or independent contractor of the Company consultant has any present or future right to benefits) which has created or will create any obligation with respect to, or has resulted in or will result in any liability to NNN REIT, Merger Sub or any of its Subsidiaries their respective subsidiaries. (collectively, with the Company Pension Plansc) None of REIT I, any Company REIT I Subsidiaries or any of their respective ERISA Affiliates has ever maintained, contributed to, or participated in, or otherwise has or could have any obligation or liability in connection with: (i) a “employee welfare benefit planspension plan” under Section 3(2) of ERISA that is subject to Title IV or Section 302 of ERISA or Section 412 or 4971 of the Code, (ii) a “multiemployer plan” (as defined in Section 3(13(37) of ERISA), the Company International Employee Plans and the Company Employment Agreements, the (iii) a “Company Employee Plans”multiple employer welfare arrangement” (as defined in Section 3(40) of ERISA), excluding standard employment agreements or offer letters entered into (iv) a “multiple employer plan” (as defined in the ordinary course of business consistent with past practice with employees outside the United States in accordance with local Law and offer letters, severance or employment agreements that have been entered into in the ordinary course of business or that provide for severance or change in control benefits with a value of less than $100,000. As Section 413(c) of the date Code). (d) No amount that could be received (whether in cash or property or the vesting of this Agreement, other than property) as set forth on a result of the Company Disclosure Schedule, there are no employment, consulting, severance or termination agreements or arrangements (other than standard employment agreements or offer letters entered into in the ordinary course of business consistent with past practice with employees outside the United States in accordance with local Law and offer letters, severance or employment agreements that have been entered into in the ordinary course of business or that provide for severance or change in control benefits to employees with a value of less than $100,000) between the Company Merger or any of its Subsidiaries and the other transactions contemplated hereby (alone or in combination with any current or former employee, executive officer or director other event) by any Person who is a “disqualified individual” (as such term is defined in Treasury Regulation Section 1.280G-1) under any compensation arrangement could be characterized as a “parachute payment” (as such term is defined in Section 280G(b)(1) of the Company Code). (e) Neither REIT I nor any REIT I Subsidiary is a party to or has any obligation under any Contract otherwise to compensate any Person for excise taxes payable pursuant to Section 4999 of its Subsidiaries the Code or for additional taxes payable pursuant to Section 409A of the Code. (collectively, the “Company Employment Agreements”), f) Neither REIT I nor does the Company or any of its Subsidiaries have any general severance plan or policy. For purposes of this Agreement, “Company International Employee Plan” shall mean each Company Employee Plan and each government-mandated plan or program that has been adopted or maintained by Company or any Company ERISA Affiliate, whether informally or formallyREIT I Subsidiary has, or with respect to which Company or has ever had, any Company ERISA Affiliate will or may have any liability, for the benefit of Company Employees who perform services outside the United States. For the avoidance of doubt, this shall include, in Israel, manager’s insurance or other provident or pension funds which are not government-mandated but were set up to provide for Company’s legal obligation to pay statutory severance pay (Pitzuay Piturim) under the Severance Pay Law 5723-1963employees.

Benefit Plans. From the date of the most recent audited financial statements included (a) Buyer has performed all obligations required to be performed by it under, is not in the Company SEC Documents filed with the SEC prior to the date of this Agreement default or violation of, and other than as set forth on the Company Disclosure Schedule, there has not been any adoption or amendment in any material respect by the Company or any of its Subsidiaries no knowledge of any collective bargaining agreement default or violation by any bonusother party to, pension, profit sharing, deferred each material employee compensation, incentive compensationincentive, stock ownershipfringe or benefit plans, stock purchaseprograms, stock optionpolicies, phantom stockpractices, retirementcontracts, vacationagreements, severance, change in control, retention, disability, death benefit, hospitalization, medical commitments or other plan, arrangement or understanding arrangements (whether or not legally bindingset forth in a written document and including, without limitation, all "employee benefit plans" within the meaning of Section 3(3) providing benefits to of ERISA) covering any current active or former employee, officer, director or independent contractor consultant of the Company Buyer, any Buyer Subsidiary or any of trade or business (whether or not incorporated) which is a Buyer Affiliate (the "Buyer Employee Benefit Plans"), except for such failures to perform, defaults and violations as would not have a Buyer Material Adverse Effect. Each such Buyer Employee Benefit Plan has been established, maintained and administered in accordance with its Subsidiaries (collectively, terms and with the Company Pension requirements prescribed by any and all statutes, orders, rules and regulations (foreign or domestic), including but not limited to ERISA and the Code, which are applicable to such Buyer Employee Benefit Plans, any Company “employee welfare benefit plans” except for such violations as would not have a Buyer Material Adverse Effect. No suit, action, claim or other litigation (as defined in Section 3(1) of ERISA), the Company International Employee Plans and the Company Employment Agreements, the “Company Employee Plans”), excluding standard employment agreements or offer letters entered into claims for benefits incurred in the ordinary course of business consistent Buyer Employee Benefit Plan activities) has been brought, or to the knowledge of Buyer is threatened, against or with past practice with employees outside the United States in accordance with local Law respect to any such Buyer Employee Benefit Plan and offer letters, severance or employment agreements that have been entered into in the ordinary course of business or that provide for severance or change in control benefits with a value of less than $100,000. As of the date of this Agreement, other than as set forth on the Company Disclosure Schedule, there are no employmentaudits, consultinginquiries or proceedings pending or, severance to the knowledge of Buyer, threatened by the Internal Revenue Service or termination agreements or arrangements (other than standard employment agreements or offer letters entered into in the ordinary course of business consistent with past practice with employees outside the United States in accordance Department of Labor with local Law and offer lettersrespect to any Buyer Employee Benefit Plans that would have a Buyer Material Adverse Effect. (b) None of Buyer, severance or employment agreements that have been entered into in the ordinary course of business or that provide for severance or change in control benefits to employees with a value of less than $100,000) between the Company any Buyer Subsidiary, or any Buyer Affiliate maintains or has at any time ever maintained, established, sponsored, participated in, or contributed to any plan subject to Title IV of its Subsidiaries ERISA or Section 412 of the Code and at no time has Buyer or any current Buyer Subsidiary contributed to or former employeebeen requested to contribute to any "multiemployer plan," as such term is defined in ERISA Section 3(37) or to any plan described in Section 413 of the Code. None of Buyer, executive any Buyer Subsidiary or any officer or director of the Company Buyer or any Buyer Subsidiary is subject to any liability or penalty under Section 4975 through 4980B of its Subsidiaries the Code or Title I of ERISA. (collectively, c) None of the “Company Employment Agreements”), nor does the Company Buyer Employee Benefit Plans promises or any of its Subsidiaries have any general severance plan or policy. For purposes of this Agreement, “Company International Employee Plan” shall mean each Company Employee Plan and each government-mandated plan or program that has been adopted or maintained by Company or any Company ERISA Affiliate, whether informally or formally, or with respect to which Company or any Company ERISA Affiliate will or may have any liability, for the benefit of Company Employees who perform services outside the United States. For the avoidance of doubt, this shall include, in Israel, manager’s insurance provides retiree medical or other provident retiree welfare benefits to any person except as required by applicable law, and neither Buyer nor any Buyer Subsidiary has represented, promised or pension funds which are not government-mandated but were set up contracted (whether in oral or written form) to provide for Company’s legal obligation such retiree benefits to pay statutory severance pay (Pitzuay Piturim) under any employee, former employee, director, consultant or other person, except to the Severance Pay Law 5723-1963extent required by statute.

Benefit Plans. From the date (i) Section 3.1(i) of the most recent audited financial statements included in the Company SEC Documents filed with the SEC prior to the date of this Agreement and other than as set forth on the Company Disclosure ScheduleSchedule sets forth a true and complete list of each Company Benefit Plan. A “Company Benefit Plan” is any “employee benefit plan” within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, there has as amended (“ERISA”), and whether or not been subject to ERISA, any adoption employment, termination or amendment in any material respect by the Company or any of its Subsidiaries of any collective bargaining agreement or severance agreement, and any bonus, pension, profit sharing, deferred compensation, incentive compensation, stock ownership, stock purchase, stock option, phantom stock, retirementequity-based, vacation, severance, retention, change in control, retentionprofit sharing, retirement, welfare, disability, death benefit, hospitalizationhospitalization or insurance plan, medical or and any other plan, arrangement agreement, or understanding (whether program providing compensation or not legally binding) providing benefits to any current or former employee, officer, director or independent contractor of the Company or any other entity required to be aggregated with Company under Section 414 of the Code, or any trade or business, whether or not incorporated that together with Company would be deemed a “single employer” within the meaning of Section 4001(b) of ERISA (an “ERISA Affiliate”) maintained, contributed to, or required to be contributed to by Company or any ERISA Affiliate or that Company or any ERISA Affiliate has committed to establish, adopt or contribute to, or under which Company or any ERISA Affiliate otherwise has or may reasonably be expected to have any liability. (ii) No Company Benefit Plan is a multiemployer plan within the meaning of ERISA Section 3(37). (iii) No Company Benefit Plan is a “defined benefit pension plan” within the meaning of Code Section 414(j) or subject to Title IV of ERISA; no Company Benefit Plan is subject to the minimum funding standards of Code Section 412 and/or ERISA Section 302; and Company does not have any liability to the Pension Benefit Guaranty Corporation or any other person, arising directly or indirectly under Title IV of ERISA. (iv) Each Company Benefit Plan has been maintained in material compliance with its Subsidiaries terms and with all Applicable Laws, including, but not limited to ERISA and the Code and with respect to the Company Benefit Plans, individually and in the aggregate, no event has occurred and, to the knowledge of Company, there exists no condition or set of circumstances in connection with which Company could be subject to any liability that would reasonably be expected to have a material adverse effect on Company under ERISA, the Code or any other Applicable Law. (collectivelyv) There are no actions, suits or claims pending (other than routine claims for benefits) or, to the knowledge of Company, threatened against, or with respect to, any of the Company Benefit Plans. (vi) All contributions required to be made to the Company Benefit Plans pursuant to their terms and Applicable Law have been timely made. (vii) The execution and delivery by Company of this Agreement does not, and the consummation of the Merger and compliance with the terms hereof (whether alone or in combination with any other event) will not, (A) entitle any current or former employee or director or independent contractor of Company Pension Plansto severance pay, (B) accelerate the time of payment or vesting or trigger any payment or funding (through a grantor trust or otherwise) of compensation or benefits under, increase the amount payable or trigger any other material obligation pursuant to, any Company Benefit Plan, or (C) result in any breach or violation of, or a default under, any Company Benefit Plan. (viii) None of Company, any ERISA Affiliate, or Company Benefit Plan (any trust created thereunder, or any trustee or administrator thereof) has engaged in a transaction in connection with which Company or any ERISA Affiliate, or any such trust, or any trustee or administrator thereof, or any party dealing with any Company Benefit Plan or any such trust could be subject to either a civil penalty assessed pursuant to Sections 409 or 502(i) of ERISA or a tax imposed pursuant to Sections 4975 or 4976 of the Code. (ix) There is not, nor has there ever been, a Company Benefit Plan which is or was intended to be “employee qualified” within the meaning of Section 401(a) of the Code. (x) Company does not contribute to, have or reasonably expect to have any liability with respect to retiree medical coverage or other medical, health, life or other welfare benefit plansbenefits for present or future terminated employees or their spouses or dependents other than as required by Part 6 of Subtitle B of Title I of ERISA (“COBRA”) or any comparable state Applicable Law. (xi) No employer other than Company or an ERISA Affiliate is permitted to participate in any Company Benefit Plan and no leased employees (as defined in Code Section 414(n)) or independent contractors are eligible for, or participate in, any Company Benefit Plan. (xii) Each Company Benefit Plan that is a “nonqualified deferred compensation plan” (as defined in under Section 3(1409A(d)(1) of ERISA)the Code) has been operated and administered in good faith compliance with Section 409A of the Code and guidance contained in any of IRS Notice 2005-1 or the proposed or final Treasury Regulations under Section 409A of the Code from the period beginning January 1, 2005 and with respect to any amounts that are “grandfathered” from the application of Section 409A, such plan has not been materially modified as determined under IRS Notice 2005-1 and the proposed or final Treasury Regulations under Section 409A of the Code since October 3, 2004. There are no agreements in place that would entitle any participant in any such plan to reimbursement for any additional tax imposed by Section 409A of the Code. The exercise price of each Outstanding Company Option is the fair market value of the Company International Employee Plans and the Company Employment Agreements, the “Company Employee Plans”), excluding standard employment agreements or offer letters entered into in the ordinary course of business consistent with past practice with employees outside the United States in accordance with local Law and offer letters, severance or employment agreements that have been entered into in the ordinary course of business or that provide for severance or change in control benefits with a value of less than $100,000. As of Common Stock on the date of this Agreement, other than as set forth on the grant of such option. (xiii) Company Disclosure Schedule, there are no employment, consulting, severance has delivered or termination made available to Parent true and complete copies of: (A) all Company Benefit Plan documents and related trust agreements or arrangements (other than standard employment agreements or offer letters entered into in contracts evidencing any funding vehicle with respect thereto; (B) the ordinary course of business consistent with past practice with employees outside the United States in accordance with local Law three most recent annual reports on Form 5500, including all schedules, attachments and offer lettersaudits thereto, severance or employment agreements that have been entered into in the ordinary course of business or that provide for severance or change in control benefits to employees with a value of less than $100,000) between the Company or any of its Subsidiaries and any current or former employee, executive officer or director of the Company or any of its Subsidiaries (collectively, the “Company Employment Agreements”), nor does the Company or any of its Subsidiaries have any general severance plan or policy. For purposes of this Agreement, “Company International Employee Plan” shall mean each Company Employee Plan and each government-mandated plan or program that has been adopted or maintained by Company or any Company ERISA Affiliate, whether informally or formally, or with respect to which Company or any Company ERISA Affiliate will or may have Benefit Plan for which such a report and/or audit is required; (C) the form of summary plan description, including any liability, for the benefit summary of Company Employees who perform services outside the United States. For the avoidance of doubt, this shall include, in Israel, manager’s insurance material modifications thereto or other provident modifications communicated to participants, currently in effect with respect to each Company Benefit Plan; and (D) material correspondence with regulatory authorities (such as a copy of all documents relating to a voluntary correction submission with the Department of Labor or pension funds which are not government-mandated but were set up the Internal Revenue Service) with respect to provide for Company’s legal obligation to pay statutory severance pay (Pitzuay Piturim) under the Severance Pay Law 5723-1963each Company Benefit Plan.

Benefit Plans. From (a) The Company has no Company Benefit Plans other than any mandatory statutory plans, programs, practices or arrangements that are required under applicable Law and maintained by any Governmental Authority. (b) With respect to each Company Benefit Plan, the date Company has made available to SPAC, if applicable, (i) a true and complete copy of the current plan document and all amendments thereto and each trust or other funding arrangement, (ii) copies of the most recent audited financial statements included in summary plan description and any summaries of material modifications, and (iii) any material non-routine correspondence from any Governmental Authority with respect to each Company Benefit Plan within the Company SEC Documents filed with past three (3) years. (c) Neither the SEC prior to the date execution and delivery of this Agreement and nor the other than as set forth on Transaction Documents nor the consummation of the Transactions will or could reasonably be expected to (alone or in combination with any other event) (i) result in (A) a material increase in the amount of compensation or benefits to or in respect of any current or former employee, officer, director, individual independent contractor or consultant; (B) any material payment or benefit becoming due to or in respect of any current or former employee, officer, director, individual independent contractor and/or consultant; (C) the acceleration of the vesting, funding or timing of payment of any material compensation or benefits payable to or in respect of any current or former employee, officer, director, individual independent contractor or consultant; or (D) any increased or accelerated material funding obligation with respect to any Company Benefit Plan; (ii) limit the right to merge, amend or terminate any material Company Benefit Plan; or (iii) give rise to any “excess parachute payment” within the meaning of Section 280G of the Code. Neither the Company Disclosure Schedule, there nor any Subsidiary of the Company has not been any adoption or amendment in any material respect by indemnity or gross-up obligation for any Taxes imposed under Section 4999 or Section 409A of the Code or otherwise. (d) None of the Company Benefit Plans provides for, nor does the Company or any Subsidiary of its Subsidiaries of the Company have or reasonably expects to have any collective bargaining agreement material liability or obligation to provide any bonus, pension, profit sharing, deferred compensation, incentive compensation, stock ownership, stock purchase, stock option, phantom stock, retirement, vacation, severance, change in control, retention, disability, death benefit, hospitalization, post-employment or post-service health or welfare benefits or retiree medical or other plan, arrangement or understanding (whether or not legally binding) providing benefits life insurance to any current or former employee, officer, director or director, individual independent contractor or consultant of the Company or any Subsidiary of the Company after termination of employment or service except (i) as set forth in any existing employment or severance agreement or (ii) as may be required under Section 4980B of the Code and Parts 6 and 7 of Title I of ERISA or similar applicable Law for which the covered individual pays the full cost of coverage. (e) In all material respects, (i) each of the Company Benefit Plans is and has been established, maintained and administered in accordance with its terms and in compliance with the requirements of all applicable Laws, and (ii) other than routine or non-material claims for benefits in the ordinary course of business, no material actions, litigation, claims, lawsuits, audits, inquiries, arbitrations, investigations, or proceedings are pending or, to the knowledge of Company, threatened, from any Governmental Authority in connection with any Company Benefit Plan or by or on behalf of any participant in any Company Benefit Plan, or otherwise involving or relating to any Company Benefit Plan or the assets of any Company Benefit Plan or any trust thereunder or the plan sponsor or plan administrator of any Company Benefit Plan (acting in such individual’s capacity as plan sponsor or plan administrator) and, to the knowledge of the Company, no facts or circumstances exist that could reasonably be expected to give rise to any such material action, litigation, claim, lawsuit, audit, inquiry, arbitration, investigation or proceeding. (f) Except as would not result in material liability to the Company and its Subsidiaries, taken as a whole, either individually or in the aggregate, there have been no acts or omissions by the Company or any of its Subsidiaries with respect to any Company Benefit Plan that have given or could reasonably be expected to give rise to any fines, penalties, taxes or related charges under applicable Law. (g) All material liabilities or expenses of the Company or any of its Subsidiaries (collectively, with the Company Pension Plans, in respect of any Company “employee welfare Benefit Plan which have not been paid, if any, have been properly accrued on the Audited Financial Statements in compliance with IFRS. With respect to each Company Benefit Plan, all material contributions or payments and premium or benefit plans” (as defined in Section 3(1) payments that are due or are required to be made under the terms of ERISA), the any Company International Employee Plans and the Company Employment Agreements, the “Company Employee Plans”), excluding standard employment agreements Benefit Plan or offer letters entered into in the ordinary course of business consistent with past practice with employees outside the United States in accordance with local Law and offer lettersapplicable Laws, severance or employment agreements that if any, have been entered into made within the time periods prescribed by the terms of each such Company Benefit Plan, and applicable Laws, as the case may be, except as would not result in material liability to the ordinary course Company, and all such contributions or payments that are not yet due or required to be made under the terms of business any Company Benefit Plan or that provide for severance or change in control benefits with a value of less than $100,000. As of the date of this Agreement, other than as set forth on the Company Disclosure Schedule, there are no employment, consulting, severance or termination agreements or arrangements (other than standard employment agreements or offer letters entered into in the ordinary course of business consistent with past practice with employees outside the United States in accordance with local Law and offer lettersapplicable Laws, severance or employment agreements that if any, have been entered into properly accrued in accordance with IFRS, applied on a consistent basis, and reflected on the ordinary course of business or that provide for severance or change in control benefits to employees with a value of less than $100,000) between the Company or any of its Subsidiaries and any current or former employee, executive officer or director of the Company or any of its Subsidiaries (collectively, the “Company Employment Agreements”), nor does the Company or any of its Subsidiaries have any general severance plan or policy. For purposes of this Agreement, “Company International Employee Plan” shall mean each Company Employee Plan and each government-mandated plan or program that has been adopted or maintained by Company or any Company ERISA Affiliate, whether informally or formally, or with respect to which Company or any Company ERISA Affiliate will or may have any liability, for the benefit of Company Employees who perform services outside the United States. For the avoidance of doubt, this shall include, in Israel, manager’s insurance or other provident or pension funds which are not government-mandated but were set up to provide for Company’s legal obligation to pay statutory severance pay (Pitzuay Piturim) under the Severance Pay Law 5723-1963Audited Financial Statements.

Benefit Plans. From the date of the most recent audited financial statements included in the Company SEC Documents filed with the SEC prior to the date For purposes of this Agreement and other than as set forth on the Company Disclosure ScheduleAgreement, there has not been any adoption or amendment in any material respect by the Company or any of its Subsidiaries of any collective bargaining agreement or any "Benefit Plans" means each bonus, pension, profit sharingincentive compensation, deferred compensation, incentive compensationpension, stock ownershipprofit-sharing, retirement, stock purchase, stock optionoption or other stock-based compensation, phantom stockseverance or termination benefits, retirementsupplemental unemployment benefits, vacationsalary continuation, severancesalary in lieu of notice, change in controlhospitalization or other medical, retention, disability, death benefit, hospitalization, life or other insurance plan or retiree medical or other retiree life insurance plan relating to Seller's and the Subsidiaries' businesses, employees, officers or directors, including any policy, plan, arrangement program or understanding (whether or not legally binding) providing agreement that provides for the payment of similar benefits to any current or former employee, officer, director or independent contractor of the Company or any of its Subsidiaries (collectively, with the Company Pension Plans, any Company “including all plans that are "employee welfare benefit plans” " or "employee pension benefit plans" as such terms are defined in Sections 3(1) and 3(2) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA") maintained, sponsored or contributed to by Seller, either Subsidiary, any Affiliate (as defined in Section 3(1hereinafter defined) of ERISA)them or any member of their Controlled Group or under which Seller, the Company International Employee Plans and the Company Employment Agreementseither Subsidiary, the “Company Employee Plans”), excluding standard employment agreements any Affiliate of them or offer letters entered into in the ordinary course any member of business consistent with past practice with employees outside the United States in accordance with local Law and offer letters, severance their Controlled Group has any present or employment agreements that have been entered into in the ordinary course of business future obligations or that provide for severance or change in control benefits with a value of less than $100,000. As liability on behalf of the date of this AgreementEmployees, other than as set forth on the Company Disclosure Schedule, there are no employment, consulting, severance Former Employees or termination agreements their dependents or arrangements (other than standard employment agreements or offer letters entered into in the ordinary course of business consistent with past practice with employees outside the United States in accordance with local Law and offer letters, severance or employment agreements that have been entered into in the ordinary course of business or that provide for severance or change in control benefits to employees with a value of less than $100,000) between the Company or any of its Subsidiaries and any current or former employee, executive officer or director of the Company or any of its Subsidiaries (collectively, the “Company Employment Agreements”), nor does the Company or any of its Subsidiaries have any general severance plan or policybeneficiaries. For purposes of this Agreement, “Company International Employee Plan” "Controlled Group" shall mean each Company Employee Plan and each government-mandated plan or program that has been adopted or maintained by Company or any Company ERISA Affiliate, whether informally or formally, or with respect to Seller and the Subsidiaries, each Person which Company together with Seller and the Subsidiaries is treated as a single employer under Sections 414(b), (c), (m) and (o) of the Code. The Subsidiaries do not have any employees. All contributions made or required to be made by the Subsidiaries under any Benefit Plan meet the requirements for deductibility under the Code in all material respects, and all contributions that are required to have been made or to be made by the Subsidiaries prior to the Closing have been made or will be made prior to the Closing. Neither Subsidiary has sponsored or contributed to any "multiemployer plan" (as defined in Section 4001(a)(3) of ERISA). No event or condition has occurred in connection with which either Subsidiary is or could be subject to any material Liability or any Company ERISA Affiliate will Encumbrance or may have lien with respect to any Benefit Plan under ERISA, the Code or any other applicable law or under any agreement or arrangement pursuant to or under which either Subsidiary is required to indemnify any Person against such liability, for the benefit of Company Employees who perform services outside the United States. For the avoidance of doubt, this shall include, in Israel, manager’s insurance or other provident or pension funds which are not government-mandated but were set up to provide for Company’s legal obligation to pay statutory severance pay (Pitzuay Piturim) under the Severance Pay Law 5723-1963.

Benefit Plans. From the date Schedule 3.16 sets forth a complete and accurate list of the most recent audited financial statements included in the Company SEC Documents filed with the SEC prior to the date of this Agreement all employee benefit plans, programs and other than as set forth on the Company Disclosure Schedulearrangements, there has not been any adoption or amendment in any material respect by the Company or any of its Subsidiaries of any collective bargaining agreement or any bonus, pension, profit including all profit-sharing, deferred compensationemployment, incentive compensationseverance, stock ownershipchange in control, stock purchaselong-term incentive, bonus, stock option, phantom stock, stock purchase, restricted stock, pension, retirement, vacationdeferred compensation, severancepost-retirement medical or life insurance, change in controlwelfare, retentionincentive, sick leave or other leave of absence, short- or long-term disability, death benefitretention and salary continuation, hospitalizationplans, medical programs and arrangements, in any case, established, maintained, sponsored or other contributed to by Seller for the benefit of any employees, or with respect to which Seller has any direct or indirect liability, including any contingent liability due to a relationship with an ERISA Affiliate, in each, case in effect on the date hereof (each a “Benefit Plan” and collectively, the “Benefit Plans”). Each Benefit Plan has been established, administered and maintained in accordance with its terms and in compliance in all material respects with all Applicable Laws, including ERISA and the Code. All contributions, reserves or premium payments (including all employer contributions and employee salary reduction contributions) that are due as of the date hereof have been made to or paid on behalf of each such benefit plan. No event has occurred and, arrangement to Seller’s Knowledge, no condition or understanding circumstance exists with respect to any Benefit Plan that could subject Seller or the Assets to any Liability or Lien imposed under ERISA or the Code. Neither the execution and delivery of this Agreement nor the consummation of the Contemplated Transactions could (whether alone or not legally bindingin conjunction with another event, including a termination of employment), directly or indirectly, (a) providing benefits result in any payment (whether in cash, property or the vesting of property) becoming due to any current or former employee, officer, director director, or independent contractor individual service provider, (b) increase, or accelerate the time of payment, funding or vesting of, any compensation or employee benefits, (c) result in an obligation to fund or otherwise set aside assets to secure to any extent any of the Company obligations under any Benefit Plan, or any of its Subsidiaries (collectively, with the Company Pension Plans, any Company d) result in a payment or benefit that could reasonably be expected to be characterized as an “employee welfare benefit plansexcess parachute payment” (as defined in Section 3(1280G(b)(1) of ERISA)the Code) that would not be deductible by reason of Code Section 280G, the Company International Employee Plans and the Company Employment Agreements, the “Company Employee Plans”), excluding standard employment agreements or offer letters entered into in the ordinary course of business consistent with past practice with employees outside the United States in accordance with local Law and offer letters, severance or employment agreements that have been entered into in the ordinary course of business or that provide for severance or change in control benefits with a value of less than $100,000. As of the date of this Agreement, other than as set forth on the Company Disclosure Schedule, there are no employment, consulting, severance or termination agreements or arrangements (other than standard employment agreements or offer letters entered into in the ordinary course of business consistent with past practice with employees outside the United States in accordance with local Law and offer letters, severance or employment agreements that have been entered into in the ordinary course of business or that provide for severance or change in control benefits could be subject to employees with a value of less than $100,000) between the Company or any of its Subsidiaries and any current or former employee, executive officer or director of the Company or any of its Subsidiaries (collectively, the “Company Employment Agreements”), nor does the Company or any of its Subsidiaries have any general severance plan or policy. For purposes of this Agreement, “Company International Employee Plan” shall mean each Company Employee Plan and each government-mandated plan or program that has been adopted or maintained by Company or any Company ERISA Affiliate, whether informally or formally, or with respect to which Company or any Company ERISA Affiliate will or may have any liability, for the benefit of Company Employees who perform services outside the United States. For the avoidance of doubt, this shall include, in Israel, manager’s insurance or other provident or pension funds which are not government-mandated but were set up to provide for Company’s legal obligation to pay statutory severance pay (Pitzuay Piturim) an excise Tax under the Severance Pay Law 5723-1963Code Section 4999.

Benefit Plans. From the date of the most recent audited financial statements included in the Company SEC Documents filed with the SEC prior to the date of this Agreement and other than (a) Except as set forth on Section 3.13(a) of the Company Disclosure Schedule, there has not been any adoption or amendment in any material respect by the Company does not have or maintain any, Company Benefit Plans. For purposes of this Agreement a “Company Benefit Plan” is, whether or not written, (i) any “employee benefit plan” within the meaning of its Subsidiaries Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), (ii) any collective bargaining agreement or any bonus, pension, profit sharing, deferred compensation, incentive compensation, stock ownership, stock purchase, stock option, phantom stockequity or equity-based compensation, retirement, vacationretention, severance, change in employment, individual consulting, change-of-control, retentiontransaction bonus, disabilitybonus, death benefitincentive, hospitalization, medical or deferred compensation and other employee benefit plan, arrangement agreement, arrangement, program or understanding (policy, whether or not legally bindingsubject to ERISA, (iii) any plan, agreement, program or policy providing vacation benefits, medical, dental, vision or prescription benefits, disability or sick leave benefits, life insurance, employee assistance program, supplemental unemployment benefits to and post-employment or retirement benefits (including compensation or pension benefits), in each case (A) under which any current or former employeedirector, officer, director employee or individual independent contractor of the Company or any of its Subsidiaries (collectively, with the Company Pension Plans, has any Company “employee welfare benefit plans” (as defined in Section 3(1) of ERISA), the Company International Employee Plans right to benefits and the Company Employment Agreements, the “Company Employee Plans”), excluding standard employment agreements or offer letters entered into in the ordinary course of business consistent with past practice with employees outside the United States in accordance with local Law and offer letters, severance or employment agreements that have been entered into in the ordinary course of business or that provide for severance or change in control benefits with a value of less than $100,000. As of the date of this Agreement, other than as set forth on the Company Disclosure Schedule, there are no employment, consulting, severance or termination agreements or arrangements (other than standard employment agreements or offer letters entered into in the ordinary course of business consistent with past practice with employees outside the United States in accordance with local Law and offer letters, severance or employment agreements that have been entered into in the ordinary course of business or that provide for severance or change in control benefits to employees with a value of less than $100,000) between which the Company or any of its Subsidiaries has any Liability or (B) which are maintained, sponsored or contributed to by the Company or any of its Subsidiaries or to which the Company or any of its Subsidiaries makes or is required to make contributions or with respect to which the Company or any of its Subsidiaries has any material Liability. (b) With respect to each material Company Benefit Plan, if applicable, the Company has made available to Purchaser true and complete copies of the most recent summary plan description. (c) Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries maintains, sponsors, or contributes to (or is required to sponsor, maintain, or contribute to), or has any Liability, including on account of an ERISA Affiliate, under or with respect to, (i) any “defined benefit plan” (as defined in Section 3(35) of ERISA) that is subject to Section 412 or Section 430 of the Code or Title IV of ERISA, (ii) any “multiemployer plan” (as defined in Section 3(37) of ERISA and 4001(a)(3) of ERISA), (iii) any “multiple employer plan” (within the meaning of Section 210 of ERISA or Section 413(c) of the Code) or that is or has been subject to Section 4063 or 4064 of ERISA, or (iv) any “multiple employer welfare arrangement” (as defined in Section 3(40)(A) of ERISA). Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, (i) neither the Company nor any of its Subsidiaries has any Liability as a result of any time being considered a single employer with any other Person under Section 414 of the Code, (ii) no Company Benefit Plan is a voluntary employee benefit association under Section 501(c)(9) of the Code, and (iii) neither the Company nor any of its Subsidiaries has engaged in any transaction described in Sections 4069 or 4212(c) of ERISA or to which Section 4204 of ERISA applied. (d) Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, to the Knowledge of the Company, each Company Benefit Plan is in compliance with all applicable requirements of ERISA, the Code and other applicable Laws and has been administered in accordance with its terms and such Laws. (e) Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, to the Knowledge of the Company, neither the Company nor any of its Subsidiaries has any Liability with respect to, and no Company Benefit Plan provides, retiree or post-employment health, medical, life insurance or death benefits to current or former employee, executive officer employees or director other individual service providers of the Company or any of its Subsidiaries (collectivelybeyond their retirement or other termination of service, other than coverage mandated by COBRA or Section 4980B of the Code, or any similar state group health plan continuation Law, the “Company Employment Agreements”), premium cost of which is fully paid by such current or former employees or other individual service providers or their dependents. (f) Neither the execution and delivery of this Agreement nor does the consummation of the Transactions or the Merger could (either alone or in combination with another event) (i) result in any material payment from the Company or any of its Subsidiaries have becoming due, or increase the amount of any general severance plan compensation due, to any current or policy. For purposes former employee, director, or individual independent contractor of this Agreement, “Company International Employee Plan” shall mean each Company Employee Plan and each government-mandated plan or program that has been adopted or maintained by the Company or any of its Subsidiaries, (ii) materially increase any benefits otherwise payable under any Company ERISA AffiliateBenefit Plan, whether informally (iii) result in the acceleration of the time of payment, vesting of any material compensation or formally, benefits or forgiveness of material indebtedness with respect to which any current or former employee, director, or individual independent contractor of the Company or any of its Subsidiaries, or (iv) result in any funding, through a grantor trust or otherwise, of any material compensation or benefits to any current or former employee, director, or individual independent contractor of the Company ERISA Affiliate will or may any of its Subsidiaries under any Company Benefit Plan. (g) Neither the execution and delivery of this Agreement nor the consummation of the Transactions or the Merger could (either alone or in combination with another event) cause any amount to fail to be deductible by reason of Section 280G of the Code or be characterized as an “excess parachute payment” (as such term is defined in Section 280G(b)(1) of the Code). (h) Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, (i) each Company Benefit Plan that constitutes in any liability, for part a “nonqualified deferred compensation” (as defined in Section 409A(d)(1) of the benefit of Company Employees who perform services outside the United States. For the avoidance of doubt, this shall includeCode) has been operated and maintained, in Israelform and operation, manager’s insurance in all respects in accordance with Section 409A of the Code and applicable guidance of the Department of Treasury and Internal Revenue Service, and no amount under any such Company Benefit Plan has been, is or is reasonably expected to be subject to any Tax set forth under Section 409A(a)(1)(B) of the Code, and (ii) no person is entitled to any gross-up, make-whole or other provident additional payment from the Company or pension funds which are not government-mandated but were set up to provide for Company’s legal obligation to pay statutory severance pay any of its Subsidiaries in respect of any Tax (Pitzuay Piturim) including taxes imposed under Section 4999 or 409A of the Severance Pay Law 5723-1963Code).

Benefit Plans. From (a) Schedule 5.12(a) sets forth a true and complete list as of the date hereof of all “employee benefit plans” (as that term is defined in Section 3(3) of ERISA), as well as any other bonus, equity, deferred and incentive compensation plan, employment, severance, or termination plan or agreement, and each other material employee benefit plan, fund, program or arrangement, in each case, under which any member of the most recent audited financial statements included in Company Group, or any entity that is a member of a “controlled group of corporations” with or is under “common control” with any member of the Company SEC Documents filed with Group as defined in Section 414(b) or (c) of the SEC prior Code (“ERISA Affiliate”), has any present or future obligations or liability on behalf of any current or former employee of any member of the Company Group or the dependents or beneficiaries of such employees (all of the foregoing being referred to the date of in this Agreement and other than as, the “Benefit Plans”). Table of Contents (b) Except as set forth on Schedule 5.12(b), (i) each Benefit Plan has been operated and administered in material compliance with its terms, ERISA and the Code, (ii) neither the Company Disclosure Schedule, there has not been any adoption or amendment in any material respect by the Company or Group nor any of its Subsidiaries of any collective bargaining agreement or any bonusERISA Affiliates, pension, profit sharing, deferred compensation, incentive compensation, stock ownership, stock purchase, stock option, phantom stock, retirement, vacation, severance, change in control, retention, disability, death benefit, hospitalization, medical or other plan, arrangement or understanding (whether or not legally binding) providing benefits nor to any current or former employee, officer, director or independent contractor the knowledge of the Company or any of its Subsidiaries (collectively, with the Company Pension PlansGroup, any Company other “employee welfare benefit plansdisqualified person” or “party in interest” (as defined in Section 3(14975 of the Code and Section 3(14) of ERISA, respectively) with respect to a Benefit Plan has breached the fiduciary rules of ERISA or engaged in a prohibited transaction which could subject any member of the Company Group to a material Tax or penalty imposed under Section 4975 of the Code or Sections 502(i), the Company International Employee Plans (j) or (l) of ERISA, and the Company Employment Agreements(iii) no Benefit Plan is a Multiemployer Plan or a pension plan (as such term is defined in Section 3(2) of ERISA) that is subject to Title IV of ERISA (a “Title IV Plan”) and no Seller nor any ERISA Affiliate has, the “Company Employee Plans”)since January 1, excluding standard 2000, maintained or contributed to any Title IV Plan or Multiemployer Plan, and (iv) no Benefit Plan provides post-employment agreements health or offer letters entered into in the ordinary course of business consistent with past practice with welfare benefits to employees outside the United States in accordance with local Law and offer letters, severance or employment agreements that have been entered into in the ordinary course of business or that provide for severance or change in control benefits with a value of less than $100,000. As of the date of this Agreement, Corporation (other than as required by Part 6 of Subtitle B of Title I of ERISA or Section 4980B of the Code or under similar state law, or benefits in the nature of severance pay with respect to one or more employment contracts set forth on Schedule 5.12(a)). (c) The consummation of the Company Disclosure Schedule, there are no employment, consulting, severance or termination agreements or arrangements transactions contemplated by this Agreement will not (other than standard employment agreements or offer letters entered into in the ordinary course of business consistent with past practice with employees outside the United States in accordance with local Law and offer letters, severance or employment agreements that have been entered into in the ordinary course of business or that provide for severance or change in control benefits to employees with a value of less than $100,000i) between the Company or any of its Subsidiaries and entitle any current or former employee, executive employee or officer or director of the Company Corporation to severance pay or any of its Subsidiaries (collectively, the “Company Employment Agreements”other payment other than as provided in one or more employment contracts set forth on Schedule 5.12(a), nor does the Company except as expressly provided in this Agreement or any of its Subsidiaries have any general severance plan or policy. For purposes of this Agreement, “Company International Employee Plan” shall mean each Company Employee Plan and each government-mandated plan or program that has been adopted or maintained by Company or any Company ERISA Affiliate, whether informally or formally, or disclosed on Schedule 5.12(c) (ii) except with respect to which Company payments made in connection with the Stock Options and Option Related Bonus Payments, accelerate the time of payment or vesting or cause a permanent increase in the rate of compensation due any Company ERISA Affiliate will such employee or may have officer, or (iii) cause any liability, for the benefit of Company Employees who perform services outside the United States. For the avoidance of doubt, this shall include, in Israel, manager’s insurance or other provident or pension funds which are not government-mandated but were set up to provide for Company’s legal obligation to pay statutory severance pay (Pitzuay Piturim) amounts payable under the Severance Pay Law 5723-1963Benefit Plans to fail to be deductible for federal income taxes by virtue of section 280G of the Code.

Benefit Plans. From the date (a) Each "employee pension benefit plan" (as defined in Section 3(2) of the most recent audited financial statements included in the Company SEC Documents filed with the SEC prior to the date Employee Retirement Income Security Act of this Agreement and other than 1974, as set forth on the Company Disclosure Scheduleamended 20 25 ("ERISA")) (a "Pension Plan"), there has not been any adoption or amendment in any material respect by the Company or any of its Subsidiaries of any collective bargaining agreement or any bonus, pension, profit sharing, deferred compensation, incentive compensation, stock ownership, stock purchase, stock option, phantom stock, retirement, vacation, severance, change in control, retention, disability, death benefit, hospitalization, medical or other plan, arrangement or understanding (whether or not legally binding) providing benefits to any current or former employee, officer, director or independent contractor of the Company or any of its Subsidiaries (collectively, with the Company Pension Plans, any Company “"employee welfare benefit plans” plan" (as defined in Section 3(1) of ERISA)) (a "Welfare Plan") and each other plan, pension or welfare arrangement or policy (written or oral) relating to stock options, stock purchases, compensation, deferred compensation, bonuses, severance, fringe benefits or other employee benefits, in each case maintained or contributed to, or required to be maintained or contributed to, by the Company International Employee Plans and for the Company Employment Agreementsbenefit of any present or former employee, officer or director (each of the “Company Employee Plans”)foregoing, excluding standard employment agreements or offer letters entered into a "Benefit Plan") has been administered in the ordinary course of business consistent with past practice with employees outside the United States all material respects in accordance with local Law its terms. The Company and offer lettersall the Benefit Plans are in compliance in all material respects with the applicable provisions of ERISA, the Code and all other applicable laws. (b) Schedule 4.10 of the Company Disclosure Schedule sets forth a complete list of each Benefit Plan as well as each employment, termination, indemnity, consulting and severance agreement and any and all other contracts, binding arrangements and understandings (whether written or employment agreements that oral) with any present or former directors, officers, employees or consultants of the Company. (c) None of the Pension Plans is subject to Title IV of ERISA or Section 412 of the Code and none of the Company or any other person or entity that, together with the Company, is treated as a single employer under Section 414 (b), (c), (m) or (o) of the Code (each, including the Company, a "Commonly Controlled Entity"): (i) currently has an obligation to contribute to, or during any time during the last six years had an obligation to contribute to, a Pension Plan subject to Title IV of ERISA or Section 412 of the Code, or (ii) has incurred any liability to the Pension Benefit Guaranty Corporation, which liability has not been fully paid. All contributions and other payments required to be made by the Company to any Pension Plan with respect to any period ending before the Closing Date have been entered into made or reserves adequate for such contributions or other payments have been or will be set aside therefor and have been or will be reflected in financial statements. (d) Neither the ordinary course Company nor any Commonly Controlled Entity is required to contribute to any "multiemployer plan" (as defined in Section 4001(a)(3) of business ERISA) or has withdrawn from any multiemployer plan where such withdrawal has resulted or would result in any "withdrawal liability" (within the 21 26 meaning of Section 4201 of ERISA) or "mass withdrawal liability" within the meaning of PBGC Regulation 4219.2 that provide for severance or change in control benefits with a value of less than $100,000. As of the date of this Agreement, other than has not been fully paid. (e) Except as set forth on Schedule 4.10 of the Company Disclosure Schedule, there are no employmenteach Benefit Plan (and its related trust, consulting, severance if any) that is intended to be qualified under Section s 401 and 501(a) of the Code has been determined by the IRS to qualify under such sections and nothing has occurred to cause the loss of such qualified status. (f) Each Benefit Plan that is a Welfare Plan may be amended or termination agreements or arrangements terminated at any time after the Effective Time without material liability to the Company. (other than standard employment agreements or offer letters entered into in the ordinary course of business consistent with past practice with employees outside the United States in accordance with local Law and offer letters, severance or employment agreements that have been entered into in the ordinary course of business or that provide for severance or change in control benefits to employees with a value of less than $100,000g) between the Company or any of its Subsidiaries and any current or former employee, executive officer or director Except as set forth on Schedule 4.10 of the Company Disclosure Schedule, or any as required under Section 4980B of its Subsidiaries (collectivelythe Code, the “Company Employment Agreements”)does not have any obligation to provide post-retirement health benefits. (h) The Company has heretofore delivered to Parent correct and complete copies of each of the following: (i) All written, nor does and descriptions of all binding oral, employment, termination, consulting and severance agreements, contracts, arrangements and understandings listed on Schedule 4.10 of the Company or any of its Subsidiaries have any general severance plan or policy. For purposes of this Agreement, “Company International Employee Plan” shall mean each Company Employee Disclosure Schedule; (ii) Each Benefit Plan and all amendments thereto; the trust instrument and/or insurance contracts, if any, forming a part of such Benefit Plan and all amendments thereto; (iii) The most recent IRS Form 5500 and all schedules thereto, if any; (iv) The most recent determination letter issued by the IRS regarding the qualified status of each government-mandated such Pension Plan; (v) The most recent accountant's report, if any; and (vi) The most recent summary plan or program that has been adopted or maintained by Company or any Company ERISA Affiliatedescription, whether informally or formally, or with respect to which Company or any Company ERISA Affiliate will or may have any liability, for the benefit of Company Employees who perform services outside the United States. For the avoidance of doubt, this shall include, in Israel, manager’s insurance or other provident or pension funds which are not government-mandated but were set up to provide for Company’s legal obligation to pay statutory severance pay (Pitzuay Piturim) under the Severance Pay Law 5723-1963if any.

Benefit Plans. From the date (a) Section 3.13(a) of the most recent audited financial statements included in the Company SEC Documents filed with the SEC prior to the date Disclosure Schedule lists all material Company Benefit Plans. For purposes of this Agreement and other than a “Company Benefit Plan” is, whether or not written, (i) any “employee benefit plan” within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as set forth on the Company Disclosure Scheduleamended (“ERISA”), there has not been (ii) any adoption or amendment in any material respect by the Company or any of its Subsidiaries of any collective bargaining agreement or any bonus, pension, profit sharing, deferred compensation, incentive compensation, stock ownership, stock purchase, stock option, phantom stockequity or equity-based compensation, retirement, vacationretention, severance, change in employment, individual consulting, change-of-control, retentiontransaction bonus, disabilitybonus, death benefitincentive, hospitalization, medical or deferred compensation and other employee benefit plan, arrangement agreement, arrangement, program or understanding (policy, whether or not legally bindingsubject to ERISA, (iii) any plan, agreement, program or policy providing vacation benefits, medical, dental, vision or prescription benefits, disability or sick leave benefits, life insurance, employee assistance program, supplemental unemployment benefits to and post-employment or retirement benefits (including compensation or pension benefits), in each case (A) under which any current or former employeedirector, manager, officer, director employee or individual independent contractor of the Company or any of its Subsidiaries (collectively, with the Company Pension Plans, has any Company “employee welfare benefit plans” (as defined in Section 3(1) of ERISA), the Company International Employee Plans right to benefits and the Company Employment Agreements, the “Company Employee Plans”), excluding standard employment agreements or offer letters entered into in the ordinary course of business consistent with past practice with employees outside the United States in accordance with local Law and offer letters, severance or employment agreements that have been entered into in the ordinary course of business or that provide for severance or change in control benefits with a value of less than $100,000. As of the date of this Agreement, other than as set forth on the Company Disclosure Schedule, there are no employment, consulting, severance or termination agreements or arrangements (other than standard employment agreements or offer letters entered into in the ordinary course of business consistent with past practice with employees outside the United States in accordance with local Law and offer letters, severance or employment agreements that have been entered into in the ordinary course of business or that provide for severance or change in control benefits to employees with a value of less than $100,000) between which the Company or any of its Subsidiaries and has any current Liability or former employee(B) which are maintained, executive officer sponsored or director of contributed to by the Company or any of its Subsidiaries (collectively, the “Company Employment Agreements”), nor does or to which the Company or any of its Subsidiaries have any general severance plan makes or policy. For purposes of this Agreement, “Company International Employee Plan” shall mean each Company Employee Plan and each government-mandated plan or program that has been adopted or maintained by Company or any Company ERISA Affiliate, whether informally or formally, is required to make contributions or with respect to which the Company or any of its Subsidiaries has any material Liability. (b) With respect to each material Company Benefit Plan, if applicable, the Company has made available to Parent true and complete copies of the most recent summary plan description. (c) Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries maintains, sponsors, or contributes to (or is required to sponsor, maintain, or contribute to), or has any Liability, including on account of an ERISA Affiliate will Affiliate, under or may have with respect to, (i) any liability, for “defined benefit plan” (as defined in Section 3(35) of ERISA) that is subject to Section 412 or Section 430 of the benefit Code or Title IV of Company Employees who perform services outside the United States. For the avoidance of doubt, this shall include, in Israel, manager’s insurance or other provident or pension funds which are not government-mandated but were set up to provide for Company’s legal obligation to pay statutory severance pay (Pitzuay Piturim) under the Severance Pay Law 5723-1963.ERISA,

Benefit Plans. From the date (a) The Company Disclosure Letter sets forth a complete and correct list of all employee benefit plans, as defined in Section 3(3) of the most recent audited financial statements included in the Company SEC Documents filed with the SEC prior to the date Employee Retirement Income Security Act of this Agreement 1974, as amended ("ERISA"), and other than as set forth on the Company Disclosure Scheduleall employment, there has not been any adoption or amendment in any material respect by the Company or any of its Subsidiaries of any collective bargaining agreement or any compensation, bonus, pensionstock option, stock purchase, restricted stock, incentive, deferred compensation, profit sharing, deferred compensationretiree medical or life insurance, incentive compensationsplit dollar insurance, stock ownership, stock purchase, stock option, phantom stock, supplemental retirement, vacation, severance, change in of control, retention, disability, death benefit, hospitalization, medical loans or other planbenefit plans, arrangement programs, arrangements or understanding fringe benefits, in each case, which are provided, maintained, contributed to or sponsored by the Company, or for which the Company has any liability, contingent or otherwise (collectively, the "Company Benefit Plans"). (b) With respect to each Company Benefit Plan, the Company has furnished Parent with a complete and accurate copy of the plan document or other governing contract. The Company Benefit Plans have been operated and administered in accordance with their terms and the applicable requirements of the Code and applicable Law. There are no pending or, to the knowledge of the Company, threatened suits, audits, examinations, actions, litigation or claims (excluding claims for benefits incurred in the ordinary course) with respect to any of the Company Benefit Plans which could reasonably be expected to result in a Company Material Adverse Effect. (c) No Company Benefit Plan is intended to be "qualified" within the meaning of Section 401(a) of the Code. Neither the Company nor any trade or business (whether or not legally bindingincorporated) providing benefits which is or has ever been treated as a single employer with the Company under Section 414(b), (c), (m) or (o) of the Code, has incurred any liability under Title IV of ERISA or Section 412 of the Code. (d) The execution and delivery by the Company of each Transaction Agreement to which it is a party do not, and the consummation of the Merger and the other Transactions and compliance with the terms hereof will not (i) entitle any current or former employee, officer, director officer or independent contractor member of the Company or USPGI to any severance pay, bonus payment, finders fee, "change of its Subsidiaries control" payment or similar payment, (collectivelyii) accelerate the time of payment or vesting or trigger any payment or funding (through a grantor trust or otherwise) of compensation or benefits under, with increase the Company Pension Plansamount payable or trigger any other material obligation pursuant to, any Company “employee welfare benefit plans” Benefit Plan or (as defined iii) result in Section 3(1) of ERISA)any breach or violation of, the Company International Employee Plans and the Company Employment Agreementsor a default under, the “Company Employee Plans”), excluding standard employment agreements or offer letters entered into in the ordinary course of business consistent with past practice with employees outside the United States in accordance with local Law and offer letters, severance or employment agreements that have been entered into in the ordinary course of business or that provide for severance or change in control benefits with a value of less than $100,000. As of the date of this Agreement, other than as set forth on the Company Disclosure Schedule, there are no employment, consulting, severance or termination agreements or arrangements (other than standard employment agreements or offer letters entered into in the ordinary course of business consistent with past practice with employees outside the United States in accordance with local Law and offer letters, severance or employment agreements that have been entered into in the ordinary course of business or that provide for severance or change in control benefits to employees with a value of less than $100,000) between the Company or any of its Subsidiaries and any current or former employee, executive officer or director of the Company or any of its Subsidiaries (collectively, the “Company Employment Agreements”), nor does the Company or any of its Subsidiaries have any general severance plan or policy. For purposes of this Agreement, “Company International Employee Plan” shall mean each Company Employee Plan and each government-mandated plan or program that has been adopted or maintained by Company or any Company ERISA Affiliate, whether informally or formally, or with respect to which Company or any Company ERISA Affiliate will or may have any liability, for the benefit of Company Employees who perform services outside the United States. For the avoidance of doubt, this shall include, in Israel, manager’s insurance or other provident or pension funds which are not government-mandated but were set up to provide for Company’s legal obligation to pay statutory severance pay (Pitzuay Piturim) under the Severance Pay Law 5723-1963Benefit Plan.

Benefit Plans. From the date (a) The Vendor Disclosure Letter contains a true and complete list of the most recent audited financial statements included in the Company SEC Documents filed with the SEC prior to the date of this Agreement and other than as set forth on the Company Disclosure Scheduleeach retirement, there has not been any adoption or amendment in any material respect by the Company or any of its Subsidiaries of any collective bargaining agreement or any pension, bonus, pensionstock purchase, profit sharing, stock option, deferred compensation, incentive compensationinsurance, stock ownershipmedical, stock purchasehospital, stock optiondental, phantom stockvision care, retirementdrug, sick leave, disability, salary continuation, legal benefit, unemployment benefit, vacation, severanceincentive or other compensation plan or arrangement which is maintained, change or otherwise contributed to or required to be contributed to, the Corporation for the benefit of employees or former employees of the Corporation (collectively, the “Employee Plans”). (b) There are no participating employers that have any obligations or liabilities with respect to any Employee Plan other than the Corporation, and the Corporation has no obligation or liability under any Employee Plan, including to provide benefits, to any Person who is not an employee, director or officer or former employee, director or officer of the Corporation. (c) Each Employee Plan is in material compliance with and is, and has been, established, registered (where required by Applicable Law), administered and invested in all material respects in accordance with Applicable Law and the terms of such Employee Plans, including the terms of the material documents that support such Employee Plans. (d) With respect to each Employee Plan, true and complete copies of each of the following documents, if applicable, have been made available to the Purchaser: (i) the document(s) establishing the current terms of the Employee Plan; and (ii) all other Contracts material to the Employee Plan. (e) None of the Employee Plans provide benefits beyond retirement or other termination of service to employees or former employees of the Business or to the beneficiaries or dependents of such employees or former employees. (f) Neither of the Vendor or the Corporation has received any notice in writing of any pending investigation, and there are no current or, to the knowledge of the Vendor, Threatened investigations by any Governmental Authority involving or relating to any Employee Plan or any claims (except for claims for benefits payable in the Ordinary Course of operation of the Employee Plans) or Legal Proceedings against the Corporation in respect of any Employee Plan. (g) The Corporation does not have any obligation to pay any change-in-control, retentionsale, disabilitycompletion, death benefitincentive, hospitalizationstay, medical retention and similar bonuses or other plan, arrangement or understanding (whether or not legally binding) providing benefits payments to any current or former employee, officer, director or independent contractor employee as a result of the Company or any of its Subsidiaries (collectively, with the Company Pension Plans, any Company “employee welfare benefit plans” (as defined in Section 3(1) of ERISA), the Company International Employee Plans and the Company Employment Agreements, the “Company Employee Plans”), excluding standard employment agreements or offer letters entered into in the ordinary course of business consistent with past practice with employees outside the United States in accordance with local Law and offer letters, severance or employment agreements that have been entered into in the ordinary course of business or that provide for severance or change in control benefits with a value of less than $100,000. As of the date of transactions contemplated by this Agreement, other than as set forth on the Company Disclosure Schedule, there are no employment, consulting, severance or termination agreements or arrangements (other than standard employment agreements or offer letters entered into in the ordinary course of business consistent with past practice with employees outside the United States in accordance with local Law and offer letters, severance or employment agreements that have been entered into in the ordinary course of business or that provide for severance or change in control benefits to employees with a value of less than $100,000) between the Company or any of its Subsidiaries and any current or former employee, executive officer or director of the Company or any of its Subsidiaries (collectively, the “Company Employment Agreements”), nor does the Company or any of its Subsidiaries have any general severance plan or policy. For purposes of this Agreement, “Company International Employee Plan” shall mean each Company Employee Plan and each government-mandated plan or program that has been adopted or maintained by Company or any Company ERISA Affiliate, whether informally or formally, or with respect to which Company or any Company ERISA Affiliate will or may have any liability, for the benefit of Company Employees who perform services outside the United States. For the avoidance of doubt, this shall include, in Israel, manager’s insurance or other provident or pension funds which are not government-mandated but were set up to provide for Company’s legal obligation to pay statutory severance pay (Pitzuay Piturim) under the Severance Pay Law 5723-1963.

Benefit Plans. From the date (a) Each "employee pension benefit plan" (as defined in Section 3(2) of the most recent audited financial statements included in the Company SEC Documents filed with the SEC prior to the date Employee Retirement Income Security Act of this Agreement and other than 1974, as set forth on the Company Disclosure Scheduleamended ("ERISA")) (a "Pension Plan"), there has not been any adoption or amendment in any material respect by the Company or any of its Subsidiaries of any collective bargaining agreement or any bonus, pension, profit sharing, deferred compensation, incentive compensation, stock ownership, stock purchase, stock option, phantom stock, retirement, vacation, severance, change in control, retention, disability, death benefit, hospitalization, medical or other plan, arrangement or understanding (whether or not legally binding) providing benefits to any current or former employee, officer, director or independent contractor of the Company or any of its Subsidiaries (collectively, with the Company Pension Plans, any Company “"employee welfare benefit plans” plan" (as defined in Section 3(1) of ERISA)) (a "Welfare Plan") and each other plan, pension or welfare arrangement or policy (written or oral) relating to stock options, stock purchases, compensation, deferred compensation, bonuses, severance, fringe benefits or other employee benefits, in each case maintained or contributed to, or required to be maintained or contributed to, by the Company International Employee Plans and for the Company Employment Agreementsbenefit of any present or former employee, officer or director (each of the “Company Employee Plans”)foregoing, excluding standard employment agreements or offer letters entered into a "Benefit Plan") has been administered in the ordinary course of business consistent with past practice with employees outside the United States all material respects in accordance with local Law its terms. The Company and offer lettersall the Benefit Plans are in compliance in all material respects with the applicable provisions of ERISA, the Code and all other applicable laws. (b) Schedule 4.10 of the Company Disclosure Schedule sets forth a complete list of each Benefit Plan as well as each employment, termination, indemnity, consulting and severance agreement and any and all other contracts, binding arrangements and understandings (whether written or employment agreements that oral) with any present or former directors, officers, employees or consultants of the Company. (c) None of the Pension Plans is subject to Title IV of ERISA or Section 412 of the Code and none of the Company or any other person or entity that, together with the Company, is treated as a single employer under Section 414 (b), (c), (m) or (o) of the Code (each, including the Company, a "Commonly Controlled Entity"): (i) currently has an obligation to contribute to, or during any time during the last six years had an obligation to contribute to, a Pension Plan subject to Title IV of ERISA or Section 412 of the Code, or (ii) has incurred any liability to the Pension Benefit Guaranty Corporation, which liability has not been fully paid. All contributions and other payments required to be made by the Company to any Pension Plan with respect to any period ending before the Closing Date have been entered into made or reserves adequate for such contributions or other payments have been or will be set aside therefor and have been or will be reflected in financial statements. (d) Neither the ordinary course Company nor any Commonly Controlled Entity is required to contribute to any "multiemployer plan" (as defined in Section 4001(a)(3) of business ERISA) or has withdrawn from any multiemployer plan where such withdrawal has resulted or would result in any "withdrawal liability" (within the meaning of Section 4201 of ERISA) or "mass withdrawal liability" within the meaning of PBGC Regulation 4219.2 that provide for severance or change in control benefits with a value of less than $100,000. As of the date of this Agreement, other than has not been fully paid. (e) Except as set forth on Schedule 4.10 of the Company Disclosure Schedule, there are no employmenteach Benefit Plan (and its related trust, consulting, severance if any) that is intended to be qualified under Section s 401 and 501(a) of the Code has been determined by the IRS to qualify under such sections and nothing has occurred to cause the loss of such qualified status. (f) Each Benefit Plan that is a Welfare Plan may be amended or termination agreements or arrangements terminated at any time after the Effective Time without material liability to the Company. (other than standard employment agreements or offer letters entered into in the ordinary course of business consistent with past practice with employees outside the United States in accordance with local Law and offer letters, severance or employment agreements that have been entered into in the ordinary course of business or that provide for severance or change in control benefits to employees with a value of less than $100,000g) between the Company or any of its Subsidiaries and any current or former employee, executive officer or director Except as set forth on Schedule 4.10 of the Company Disclosure Schedule, or any as required under Section 4980B of its Subsidiaries (collectivelythe Code, the “Company Employment Agreements”)does not have any obligation to provide post-retirement health benefits. (h) The Company has heretofore delivered to Parent correct and complete copies of each of the following: (i) All written, nor does and descriptions of all binding oral, employment, termination, consulting and severance agreements, contracts, arrangements and understandings listed on Schedule 4.10 of the Company or any of its Subsidiaries have any general severance plan or policy. For purposes of this Agreement, “Company International Employee Plan” shall mean each Company Employee Disclosure Schedule; (ii) Each Benefit Plan and all amendments thereto; the trust instrument and/or insurance contracts, if any, forming a part of such Benefit Plan and all amendments thereto; (iii) The most recent IRS Form 5500 and all schedules thereto, if any; (iv) The most recent determination letter issued by the IRS regarding the qualified status of each government-mandated such Pension Plan; (v) The most recent accountant's report, if any; and (vi) The most recent summary plan or program that has been adopted or maintained by Company or any Company ERISA Affiliatedescription, whether informally or formally, or with respect to which Company or any Company ERISA Affiliate will or may have any liability, for the benefit of Company Employees who perform services outside the United States. For the avoidance of doubt, this shall include, in Israel, manager’s insurance or other provident or pension funds which are not government-mandated but were set up to provide for Company’s legal obligation to pay statutory severance pay (Pitzuay Piturim) under the Severance Pay Law 5723-1963if any.

Benefit Plans. From the date (a) Section 3.16(a) of the most recent audited financial statements included in the Company SEC Documents filed with the SEC prior to the date of this Agreement and other than as set forth on the Company Disclosure ScheduleLetter lists, there as of the date hereof, all material “employee benefit plans” within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974 (“ERISA”) (whether or not such “employee benefit plan” is subject to ERISA), and all material stock purchase, stock option, severance, offer letter, employment, consulting, change-of-control, retention, collective bargaining, bonus, incentive compensation, profit sharing, savings, retirement, retiree medical or life, disability, insurance, vacation, incentive, deferred compensation, supplemental retirement and other material benefit plans (including the Company Equity Plan), agreements, programs, policies or commitments, whether or not subject to ERISA, (i) under which any current or former director, officer, employee or consultant of the Company or any of its Subsidiaries has not been any adoption right to benefits and (ii) to which the Company or amendment in any material of its Subsidiaries makes or is required to make contributions with respect to such directors, officers, employees or consultants or which are maintained, sponsored or contributed to by the Company or any of its Subsidiaries of any collective bargaining agreement or any bonus, pension, profit sharing, deferred compensation, incentive compensation, stock ownership, stock purchase, stock option, phantom stock, retirement, vacation, severance, change in control, retention, disability, death benefit, hospitalization, medical trade or other plan, arrangement or understanding business (whether or not legally bindingincorporated) providing benefits to which would be treated at any current or former employee, officer, director or independent contractor of relevant time as a single employer with the Company or any of its Subsidiaries under Section 414 of the Code or Section 4001 of ERISA (collectivelyan “ERISA Affiliate”), with excluding plans, agreements, programs, policies or commitments under which neither the Company Pension Plans, nor any Company “employee welfare benefit plans” (as defined in Section 3(1) Subsidiary of ERISA), the Company International Employee Plans has any remaining obligations. All such plans, agreements, programs, policies and the Company Employment Agreementscommitments, without regard to materiality, are collectively referred to as the “Company Employee Plans”), excluding standard employment agreements or offer letters entered into in the ordinary course of business consistent with past practice with employees outside the United States in accordance with local Law and offer letters, severance or employment agreements that have been entered into in the ordinary course of business or that provide for severance or change in control benefits with a value of less than $100,000. As of the date of this Agreement, other than as set forth on the Company Disclosure Schedule, there are no employment, consulting, severance or termination agreements or arrangements (other than standard employment agreements or offer letters entered into in the ordinary course of business consistent with past practice with employees outside the United States in accordance with local Law and offer letters, severance or employment agreements that have been entered into in the ordinary course of business or that provide for severance or change in control benefits to employees with a value of less than $100,000) between the Company or any of its Subsidiaries and any current or former employee, executive officer or director of the Company or any of its Subsidiaries (collectively, the “Company Employment Agreements”), nor does the Company or any of its Subsidiaries have any general severance plan or policy. For purposes of this Agreement, “Company International Employee PlanBenefits.” shall mean each Each Company Employee Plan and each government-mandated plan or program Benefit that has been adopted or is maintained by Company or any Company ERISA Affiliate, whether informally or formally, or with respect to which Company or any Company ERISA Affiliate will or may have any liability, primarily for the benefit of Company Employees an employee, officer, director or other service provider who perform services is primarily located outside of the United States. For States shall be identified on Section 3.16(a) of the avoidance Company Disclosure Letter (each a “Non-U.S. Employee Benefit”). (b) With respect to each of doubtthe material Company Employee Benefits, this shall includeif applicable, in Israelthe Company has made available to Parent true and complete copies of (i) the plan document or a written description thereof, manager’s (ii) the most recent summary plan description, (iii) the most recent annual report on Form 5500 (including all schedules), (iv) the most recent annual audited financial statements and opinion, (v) if the Company Employee Benefits are intended to qualify under Section 401(a) of the Code, the most recent determination letter received from the Internal Revenue Service (the “IRS”), (vi) any related trust or funding agreements or insurance policies, and (vii) any material correspondence between the Company and the Department of Labor or other provident or pension funds which are not government-mandated but were set up the IRS relating to provide for Company’s legal obligation to pay statutory severance pay (Pitzuay Piturim) under the Severance Pay Law 5723-1963any Company Employee Benefit.

Benefit Plans. From the date (a) Schedule 3.24 of the most recent audited financial statements included Disclosure Schedule contains a true and complete list of each and every written, unwritten, formal or informal, funded or unfunded plan, agreement, contract, program, policy, or other arrangement involving direct or indirect compensation (other than workers’ compensation, unemployment compensation and other government programs), employment, consulting, retirement benefits, bonuses, supplemental unemployment benefits, severance benefits, deferred compensation, performance awards, stock or stock-related awards, other forms of incentive compensation, welfare benefits, fringe benefits or other employee benefits of any kind, entered into, maintained, contributed to, or required to be contributed to, by the Company, or any of its Subsidiaries with or for the benefit of any current or former employee, consultant or director, including, without limitation, the Management Incentive Plan (collectively, the “Employee Plans”). The Company has delivered or made available to the Investors a true, correct or complete copy of each Employee Plan (or, in the Company SEC Documents filed case of any unwritten plan, a description thereof) and related trust documents and amendments thereto. Neither the Company, any of its Subsidiaries or any other Person under common control with the SEC prior to the date of this Agreement and other than as set forth on the Company Disclosure Schedule, there has not been any adoption or amendment in any material respect by the Company or any of its Subsidiaries within the meaning of Section 414(b), (c), (m) or (o) of the Code and the regulations issued thereunder (each, an “ERISA Affiliate”) sponsors, maintains, administers, contributes to or has any collective bargaining agreement liability with respect to any “employee benefit plan,” as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended, (“ERISA”) and none of the Employee Plans covers any employee residing or working in the United States other than the Management Incentive Plan. Neither the Company, any bonusof its Subsidiaries nor any ERISA Affiliate has ever sponsored, pensionmaintained, profit sharingadministered, deferred compensationcontributed to, incentive compensationor has had any liability with respect to any Employee Plan which is or has been subject to Title IV of ERISA or Code Section 412 or ERISA Section 302, stock ownershipincluding without limitation any “multiemployer plan” (as defined in Section 3(37) of ERISA or Section 4001(a)(3) of ERISA). (b) Each Employee Plan has been established and maintained, stock purchasein all material respects, stock optionin accordance with its terms and all applicable Law. All material contributions, phantom stockreserves, retirement, vacation, severance, change in control, retention, disability, death benefit, hospitalization, medical premium payments or other planpayments required to be made or accrued as of the date hereof with respect to each Employee Plan has been timely made or accrued. (c) The execution of this Agreement and the consummation of the Transactions (alone or together with any other event which, arrangement standing alone, would not by itself trigger such entitlement or understanding acceleration) will not (whether 1) entitle any Person to any payment, forgiveness of indebtedness, vesting, distribution, or not legally bindingincrease in benefits under or with respect to any Employee Plan (including, without limitation, any “change of control” or similar type payments), (2) providing otherwise trigger any acceleration (of vesting or payment of benefits or otherwise) under or with respect to any Employee Plan, or (3) trigger any obligation to fund any Employee Plan. For purposes of the foregoing sentence, the term “payment” shall include (without limitation) any payment, acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits. (d) No Employee Plan provides post-termination of employment or retiree life insurance, health or other employee welfare benefits to any current or former employee, officer, director or independent contractor of the Company or any of its Subsidiaries (collectively, with the Company Pension Plans, any Company “employee welfare benefit plans” (as defined in Section 3(1) of ERISA), the Company International Employee Plans and the Company Employment Agreements, the “Company Employee Plans”), excluding standard employment agreements or offer letters entered into in the ordinary course of business consistent with past practice with employees outside the United States in accordance with local Law and offer letters, severance or employment agreements that have been entered into in the ordinary course of business or that provide for severance or change in control benefits with a value of less than $100,000. As of the date of this Agreement, other than as set forth on the Company Disclosure Schedule, there are no employment, consulting, severance or termination agreements or arrangements (other than standard employment agreements or offer letters entered into in the ordinary course of business consistent with past practice with employees outside the United States in accordance with local Law and offer letters, severance or employment agreements that have been entered into in the ordinary course of business or that provide for severance or change in control benefits to employees with a value of less than $100,000) between the Company or any of its Subsidiaries and any current or former employee, executive officer or director of the Company or any of its Subsidiaries (collectivelySubsidiaries, the “Company Employment Agreements”), nor does the Company or any of its Subsidiaries have any general severance plan or policy. For purposes of this Agreement, “Company International Employee Plan” shall mean each Company Employee Plan and each government-mandated plan or program that has been adopted or maintained except as may be required by Company or any Company ERISA Affiliate, whether informally or formally, or with respect to which Company or any Company ERISA Affiliate will or may have any liability, for the benefit of Company Employees who perform services outside the United States. For the avoidance of doubt, this shall include, in Israel, manager’s insurance or other provident or pension funds which are not government-mandated but were set up to provide for Company’s legal obligation to pay statutory severance pay (Pitzuay Piturim) under the Severance Pay Law 5723-1963applicable Law.

Benefit Plans. From the date of the most recent audited financial statements included in the Company SEC Documents filed with the SEC prior to the date of this Agreement and other than Except as set forth on in the Company Disclosure Schedule, there has not been any adoption or amendment in any material respect by the Company or any of its Subsidiaries of any collective bargaining agreement or any bonus, pension, profit sharing, deferred compensation, incentive compensation, stock ownership, stock purchase, stock option, phantom stock, retirement, vacation, severance, change in control, retention, disability, death benefit, hospitalization, medical or other plan, arrangement or understanding : (whether or not legally bindinga) providing benefits to any current or former employee, officer, director or independent contractor None of the Company or any ERISA Affiliate sponsors, maintains, contributes to, is required to contribute to or has or could have any liability of its Subsidiaries (collectivelyany nature, whether known or unknown, direct or indirect, fixed or contingent, with respect to, any Pension Plan, including, without limitation, any such plan that is excluded from coverage by Section 4 of ERISA or is a "Multiemployer Plan" within the meaning of Section 3(37) or 4001(a)(3) of ERISA. Each other Pension Plan has been operated in all material respects in accordance with its terms and in compliance in all material respects with the applicable provisions of ERISA, the Code and all other Applicable Law. None of the Company or any ERISA Affiliate maintains a Pension Plan that is intended to be qualified under Section 401(a) of the Code. All Pension Plans which the Company operates as plans that are qualified under the provisions of Section 408(p) of the Code satisfy in form and operation all applicable qualification requirements. None of the Company or any ERISA Affiliate has sponsored, maintained or contributed to any Pension Plan which, during the preceding seven (7) years, has been terminated, including by way of merger with or into another Pension Plan. (b) The Disclosure Schedule sets forth the name of each ERISA Affiliate. (c) None of the Company or any ERISA Affiliate has maintained or contributed to any Pension Plan subject to Title IV of ERISA. None of the Company or any ERISA Affiliate has maintained, contributed to or participated in or agreed to participate in any Pension Plan that is a Multiemployer Plan. (d) None of the Company or any ERISA Affiliate sponsors, maintains, contributes to, is required to contribute to, or has or could have any liability of any nature, whether known or unknown, direct or indirect, fixed or contingent, with respect to any Welfare Plan, whether insured or otherwise, including, without limitation, any such plan that is a Multiemployer Plan within the meaning of Section 3(37) of ERISA. Each such Welfare Plan has been operated in all material respects in accordance with its terms and in compliance in all material respects with the applicable provisions of ERISA, the Code and all other Applicable Law. Benefits under each Welfare Plan are fully insured by an insurance company unrelated to the Company or any ERISA Affiliate. No insurance policy or contract requires or permits retroactive increase in premiums or payments due thereunder. None of the Company or any ERISA Affiliate has established or contributed to, is required to contribute to or has or could have any liability of any nature, whether known or unknown, direct or indirect, fixed or contingent, with respect to any "voluntary employees' beneficiary association" within the meaning of Section 501(c)(9) of the Code, "welfare benefit fund" within the meaning of Section 419 of the Code, "qualified asset account" within the meaning of Section 419A of the Code or "multiple employer welfare arrangement" within the meaning of Section 3(40) of ERISA. None of the Company or any ERISA Affiliate maintains, contributes to or has or could have any liability of any nature, whether known or unknown, direct or indirect, fixed or contingent, with respect to medical, health, life or other welfare benefits for present or future terminated employees or their spouses or dependents other than as required by Part 6 of Subtitle B of Title I of ERISA or any comparable state law. (e) None of the Company or any ERISA Affiliate is a party to, maintains, contributes to, is required to contribute to or has or could have any liability of any nature, whether known or unknown, direct or indirect, fixed or contingent, with respect to any Compensation Plan. Each Compensation Plan has been operated in all material respects in accordance with its terms and in compliance in all material respects with the applicable provisions of all Applicable Law. (f) There are no facts or circumstances which could, directly or indirectly, subject the Company or any ERISA Affiliate to any (i) excise tax or other liability under Chapters 43, 46 or 47 of Subtitle D of the Code, (ii) penalty tax or other liability under Chapter 68 of Subtitle F of the Code or (3) civil penalty, damages or other liabilities arising under Section 502 of ERISA. (g) Full payment has been made of all amounts which the Company or any ERISA Affiliate is required, under Applicable Law, the terms of any Benefit Plan, or any agreement relating to any Benefit Plan, to have paid as a contribution, premium or other remittance thereto or benefit thereunder. The Company and each ERISA Affiliate has made adequate provisions for reserves or accruals in accordance with GAAP to meet contribution, benefit or funding obligations arising under Applicable Law or the terms of any Benefit Plan or related agreement. There will be no change on or before Closing Date in the operation of any Benefit Plan or any documents with respect thereto which will result in an increase in the benefit liabilities under such Benefit Plans, except as may be required by law. (h) The Company and each ERISA Affiliate has timely complied in all material respects with all reporting and disclosure obligations with respect to the Benefit Plans imposed by the Code, ERISA or other Applicable Law. (i) There are no pending or, to the Company's knowledge, threatened audits, investigations, claims, suits, grievances or other proceedings, and there are no facts that could give rise thereto, involving, directly or indirectly, any Benefit Plan, or any rights or benefits thereunder, other than the ordinary and usual claims for benefits by participants, dependents or beneficiaries. (j) The transactions contemplated herein do not result in any payment (whether of severance pay or otherwise), forgiveness of debt, distribution, increase in benefits, obligation to fund, or the acceleration of accrual, vesting, funding or payment of any contribution or benefit under any Benefit Plan. (k) No employer other than the Company “employee welfare benefit plans” and/or an ERISA Affiliate is permitted to participate or participates in the Benefit Plans. No leased employees (as defined in Section 3(1414(n) of ERISA)the Code) or independent contractors are eligible for, the Company International Employee Plans and the Company Employment Agreementsor participate in, the “Company Employee any Benefit Plans”), excluding standard employment agreements . (l) No action or offer letters entered into in the ordinary course of business consistent with past practice with employees outside the United States in accordance with local Law and offer letters, severance or employment agreements that have been entered into in the ordinary course of business or that provide for severance or change in control benefits with a value of less than $100,000. As of the date of this Agreement, other than as set forth on the Company Disclosure Schedule, there are no employment, consulting, severance or termination agreements or arrangements (other than standard employment agreements or offer letters entered into in the ordinary course of business consistent with past practice with employees outside the United States in accordance with local Law and offer letters, severance or employment agreements that have been entered into in the ordinary course of business or that provide for severance or change in control benefits to employees with a value of less than $100,000) between the Company or any of its Subsidiaries and any current or former employee, executive officer or director omission of the Company or any of its Subsidiaries (collectivelyERISA Affiliate or any director, officer, employee, or agent thereof in any way restricts, impairs or prohibits the Parent, the “Company Employment Agreements”)Company, nor does any ERISA Affiliate or any successor from amending, merging, or terminating any Benefit Plan in accordance with the express terms of any such plan and Applicable Law. (m) The Disclosure Schedule lists and the Company has delivered to the Parent true and complete copies of all Benefit Plan documents and related trust agreements or other agreements or contracts evidencing any of its Subsidiaries have any general severance plan or policyfunding vehicle with respect thereto, including all amendments. For purposes of this AgreementThe Company has delivered to the Parent true and complete copies of: (i) the three most recent annual reports on Treasury Form 5500, “Company International Employee Plan” shall mean each Company Employee Plan including all schedules and each government-mandated plan or program that has been adopted or maintained by Company or any Company ERISA Affiliateattachments thereto, whether informally or formally, or with respect to any Benefit Plan for which Company such a report is required; (ii) the form of summary plan description, including any summary of material modifications thereto or any Company ERISA Affiliate will or may have any liabilityother modifications communicated to participants, currently in effect with respect to each Benefit Plan; (iii) the FORM 5305 - SIMPLE for the benefit Pension Plan intended to qualify under Section 408(p) of the Code; and (iv) all professional opinions, material internal memoranda, material correspondence with regulatory authorities and administrative policies, manuals, interpretations and the like with respect to each Benefit Plan. (n) With respect to each Welfare Plan that is a group health plan, the Company Employees who perform services outside is in compliance with the United States. For HIPAA Privacy Regulations, because either (i) such plan is a fully insured group health plan, and the avoidance Company is not involved in plan administration nor receives "protected health information" or only receives enrollment/disenrollment information and "summary health information" for purposes of doubtobtaining premium bids or amending or terminating such group health plan, this shall includeor (ii) such plan is a self-funded group health plan, in Israeladministered solely by the Company and, manager’s insurance or other provident or pension funds which are not government-mandated but were set up to provide for Company’s legal obligation to pay statutory severance pay (Pitzuay Piturim) under the Severance Pay Law 5723-1963since April 14, 2003, has had fewer than 50 participants.

Benefit Plans. From the date (i) Disclosure Schedule 4.2(j)(i) sets forth a true and complete list of the most recent audited financial statements included all “employee benefit plans”, as defined in the Company SEC Documents filed with the SEC prior Section 3(3) of ERISA, whether or not subject to the date of this Agreement ERISA and other than as set forth on the Company Disclosure Schedule, there has not been any adoption or amendment in any material respect by the Company or any of its Subsidiaries of any collective bargaining agreement or any bonus, pension, profit sharing, deferred compensation, incentive compensation, stock ownership, all stock purchase, stock option, phantom stock, retirement, vacation, severance, change in employment, change-in-control, retentioneducational assistance, disabilityadoption assistance, death fringe benefit, hospitalizationcollective bargaining, medical bonus, incentive, deferred compensation and other employee benefit plans, agreements, programs, policies or other planarrangements, arrangement or understanding (whether or not subject to ERISA, whether formal or informal, oral or written, legally binding) providing benefits to binding or not (all the foregoing being herein called “Benefit Plans”), under which any current employee, director, independent contractor or former employee, officer, director or independent contractor of Company, or any spouse or dependent of any such employee or director, has any present or future right to benefits, and which is (or was prior to its termination) sponsored, maintained or contributed to by Company or under which Company has any present or future liability (“Company Benefit Plans”), Company has provided or made available to Parent a true, correct and complete copy of (A) such Company Benefit Plan and all related amendments thereto, (B) each trust agreement, summaries, employee booklets or handbooks, annuity contracts, insurance policies or any other funding instruments (“Funding Arrangements”) relating to such Company Benefit Plan and all related amendments thereto, (C) the most recent summary plan description for each Company Benefit Plan for which a summary plan description is required by ERISA, for Benefit Plans not subject to ERISA or that are unwritten, any relevant summaries, (D) the most recent annual report (Form 5500) filed with the IRS and, where applicable, the related audited financial statements thereof, (E) any contracts with independent contractors (including actuaries, investment managers, etc.) that relate to any Company Benefit Plan, and (F) the most recent determination letter (or equivalent) issued by the IRS with respect to any Company Benefit Plan qualified under Section 401(a) of the Code. There are no unwritten amendments to any Company Benefit Plan. (ii) Each Company Benefit Plan that is represented to be qualified under Section 401(a) of the Code either has a favorable determination letter that covers all existing amendments up to and including EGTRRA or is an adoption of a prototype or volume submitter plan for which a favorable opinion letter has been issued up to and including EGTRRA, on which Company is entitled to reliance equivalent to a determination letter, and, in either case, Company has no obligation to adopt any amendments for which the remedial amendment period under Section 401(b) of the Code has expired, and Company is not aware of any circumstances likely to result in revocation of any such favorable determination or inability to rely on any opinion letter except as disclosed on Disclosure Schedule 4.2(j)(ii). Each Company Benefit Plan has been operated in compliance, in all material respects, with applicable law or in accordance with its terms and any related trust is exempt from federal income tax under Section 501(a) of the Code and, except as disclosed on Disclosure Schedule 4.2(j)(ii), all reports, descriptions and filings required by the Code, ERISA or any government agency with respect to each Company Benefit Plan have been timely and completely filed or distributed. (iii) To the Knowledge of the Company, no Company Benefit Plan is subject to Title IV of ERISA or is a defined benefit plan within the meaning of Section 3(35) of ERISA or, without limitation, either a multiple employer plan (including plans sponsored by an employee leasing or professional employer organization), or “multi-employer plan” (as either such term is defined in the Code or ERISA) and Company has not at any time during the last six (6) years, sponsored, maintained, contributed to or been obligated to contribute to any plan subject to Title IV of ERISA. No Company Benefit Plan is subject to the funding standards of Sections 412 or 436 of the Code or Section 302 of ERISA. (iv) All contributions (including, without limitations, all employer contributions, employee salary reduction contributions and all premiums or other payments (other than claims)) that are due and payable on or before the Closing Date have been timely paid to or made with respect to each Company Benefit Plan and, to the extent not presently payable, appropriate reserves have been established for the payment and properly accrued in accordance with customary accounting practices. Pro-rata annual 401k and performance bonuses shall be paid based on amounts accrued at the end of the month prior to the Closing from Company accruals. (v) all obligations required to be performed by Company under any Company Benefit Plan have been performed by them in all material respects and they are not in default under or in violation of any material provision of any Company Benefit Plan. There have been no prohibited transactions (described under Section 406 of ERISA or Section 4975(c) of the Code), breaches of fiduciary duty or any other breaches or violations of any law applicable to the Company Benefit Plans that would directly or indirectly subject Parent or Company to any taxes, penalties or other liabilities, including any liability arising through indemnification. (vi) Except as disclosed in Disclosure Schedule 4.2(j)(vi), no Company Benefit Plan is invested in or provides the opportunity for the purchase of any employer security or employer real property (within the meaning of Section 407(d) of ERISA), other than the Company Stock Incentive Plans. (vii) With respect to the Company Benefit Plans, Company has provided Parent a true, correct and complete copy of each form of award agreement, including amendments, under which the grant, sale or issuance of Company Common Stock, or the payment of cash based on the value of Company Common Stock have been granted, and a schedule showing the name of each grantee, the date of grant and all other material terms of each grant. No stock option or other right to acquire Company Common Stock or other equity of Company, or the payment of cash based on the value of Company Common Stock (A) has an exercise price that was less than the fair market value of the underlying equity as of the date such stock option or right was granted, as determined by Company in good faith and in compliance with the relevant IRS guidance in effect on the date of grant (including, IRS Notice 2005-1 and Treasury Regulations Section 1.409A-1(b)(5)(iv)), (B) has any feature for the deferral of compensation other than the deferral of recognition of income until the later of exercise or disposition of such option or right, or (C) has been granted after December 31, 2004, with respect to any class of stock of Company that is not “service recipient stock” (within the meaning of applicable regulations under Section 409A). (viii) There are no pending claims, lawsuits or actions relating to any Company Benefit Plan (other than ordinary course claims for benefits) and, to the Knowledge of Company none are threatened. Except as disclosed on Disclosure Schedule 4.2(j)(viii), neither the Merger, nor subsequent events where consequences result solely as a result of both the occurrence of the subsequent event and the occurrence of the Merger, shall accelerate the time of payment or vesting, or increase the amount, of compensation due to any employee, officer, former employee or former officer of Company. (ix) Except as required by the continuation coverage requirements of Section 601 et seq. of ERISA and Section 4980B of the Code or comparable state law, to the Knowledge of Company, Company has no liability to provide post-retirement health or life benefits to any employee or former employee. No written or oral representations have been made to any employee or former employee of Company promising or guaranteeing any employer payment or funding for the continuation of medical, dental, life or disability coverage for such individual, their dependents, or any beneficiaries for any period of time beyond the end of the current plan year or beyond termination of employment, except as required by law and at no expense to Company. (x) Except as set forth in Disclosure Schedule 4.2(j)(x), no Company Benefit Plan, Company Stock Plan or other contract or arrangement exists that could result in the payment to any present or former employee or director of Company of any money or other property or accelerate or provide any other rights or benefits to any present or former employee of Company or any Subsidiary of Company as a result of the transactions contemplated by this Agreement. Unless specifically disclosed on such schedule, no such payment will be nondeductible or subject to excise tax under Sections 4999 or 280G of the Code, nor will Parent be required to “gross up” or otherwise compensate any Person because of the limits contained in such Code sections. (xi) Except as set forth in Disclosure Schedule 4.2(j)(xi), there are no surrender charges, penalties, or other costs or fees that would be imposed by any Person against Company, any Company Benefit Plan, or any other Person, including without limitation, any Company Benefit Plan participant or beneficiary as a result of the consummation of the transactions contemplated by this Agreement with respect to any insurance, annuity or investment contracts or other similar investment held by any Company Benefit Plan. (xii) Each Company Benefit Plan which is a “group health plan” (as defined in the Code and ERISA) has been operated in compliance, in all material respects, with Part 6 of Subtitle B of Title 1 of ERISA and Sections 4980B and 4980D of the Code and any analogous state law. No failure has occurred that would subject Parent or any of its Subsidiaries to tax under Sections 4980B or 4980D of the Code. Each such plan is in compliance, in all material respects, with, and the operation of each such plan will not result in the incurrence of any material penalty to Company or the Surviving Bank under, the Patient Protection and Affordable Care Act and its companion b▇▇▇, the Health Care and Education Reconciliation Act of 2010, to the extent applicable. (collectivelyxiii) Except as described in Disclosure Schedule 4.2(j)(xiii), with the Company Pension Plansis insured by one or more insurance company(ies) for all health, dental, vision, life disability or similar claims relating to any Company “employee welfare benefit plans” Benefit Plan and Company does not self-insure against such claims. (as defined in Section 3(1xiv) of ERISACompany may, at any time, amend or terminate any Company Benefit Plan that it sponsors or maintains and may withdraw from any Company Benefit Plan to which it contributes (but does not sponsor or maintain), without obtaining the Company International Employee Plans and the Company Employment Agreements, the “Company Employee Plans”), excluding standard employment agreements or offer letters entered into in the ordinary course consent of business consistent with past practice with employees outside the United States in accordance with local Law and offer letters, severance or employment agreements that have been entered into in the ordinary course of business or that provide for severance or change in control benefits with a value of less than $100,000. As of the date of this Agreementany third party, other than as set forth on the Company Disclosure Schedule, there are no employment, consulting, severance or termination agreements or arrangements (other than standard employment agreements or offer letters entered into an insurance company in the ordinary course case of business consistent with past practice with employees outside any benefit underwritten by an insurance company, and without incurring liability except for unpaid premiums or contributions due for the United States in accordance with local Law and offer letterspay period that includes the effective date of such amendment, severance withdrawal or employment agreements that have been entered into in termination. (xv) To the ordinary course of business or that provide for severance or change in control benefits to employees with a value of less than $100,000) between the Company or any of its Subsidiaries and any current or former employee, executive officer or director Knowledge of the Company, each Company Benefit Plan that is a “nonqualified deferred compensation plan” within the meaning of Section 409A(d)(1) of the Code (a “Nonqualified Deferred Compensation Plan”) subject to Section 409A of the Code has (i) been maintained and operated since January 1, 2005 (or, if later, from its inception) in good faith compliance with Section 409A of the Code and all applicable Treasury Regulations promulgated thereunder and, as to any such plan in existence prior to January 1, 2005, has not been “materially modified” (within the meaning of IRS Notice 2005-1) at any time after October 3, 2004, or has been amended in a manner that conforms with the requirements of Section 409A of the Code, and (ii) since January 1, 2009, been in documentary and operational compliance with Section 409A of the Code and all applicable IRS guidance promulgated thereunder. No additional tax under Section 409A(a)(1)(B) of the Code has been or is reasonably expected to be incurred by a participant in any of its Subsidiaries (collectivelysuch Company Benefit Plan or other contract, the “plan, program, agreement, or arrangement. Neither Company Employment Agreements”)nor any Subsidiary is a party to, nor does the Company or otherwise obligated under, any of its Subsidiaries have any general severance contract, agreement, plan or policy. For purposes of this Agreement, “Company International Employee Plan” shall mean each Company Employee Plan and each government-mandated plan or program arrangement that has been adopted or maintained by Company or any Company ERISA Affiliate, whether informally or formally, or with respect to which Company or any Company ERISA Affiliate will or may have any liability, provides for the benefit gross-up of Company Employees who perform services outside taxes imposed by Section 409A(a)(1)(B) of the United States. For the avoidance of doubt, this shall include, in Israel, manager’s insurance or other provident or pension funds which are not government-mandated but were set up to provide for Company’s legal obligation to pay statutory severance pay (Pitzuay Piturim) under the Severance Pay Law 5723-1963Code.

Benefit Plans. From (a) Section 3.14(a) of the Seller Disclosure Schedule contains a true and complete list, as of the date hereof, of the most recent audited financial statements included in the Company SEC Documents filed with the SEC prior to the date of this Agreement each material deferred compensation, incentive compensation, equity purchase, equity option and other than as set forth on equity compensation plan, program or agreement; each material severance or termination pay, medical, surgical, hospitalization, life insurance and other “welfare” plan, fund or program (within the Company Disclosure Schedulemeaning of section 3(1) of ERISA); each material profit-sharing, there has not been any adoption equity bonus or amendment other “pension” plan, fund or program (within the meaning of section 3(2) of ERISA); each material employment, termination or severance agreement; and each other material employee benefit plan, fund, program or agreement, in any material respect each case, that is sponsored, maintained, or contributed to by the Company or any of its Subsidiaries or maintained by Seller for the benefit of any collective bargaining agreement employees of the Company or its Subsidiaries or in which employees of the Company or its Subsidiaries participate (the “Company Plans”), and Section 3.14(a) of the Seller Disclosure Schedule indicates which of such Company Plans, if any, are sponsored or maintained by the Company or any bonusSubsidiary thereof. With respect to each Company Plan, pensionSeller has heretofore made available to Purchaser true and complete copies, profit sharingto the extent applicable, deferred compensationof the plan documents and any amendments thereto and any related trust or other funding vehicle and any reports or summaries required under ERISA or the Code. (b) To the Knowledge of Seller, incentive compensation(i) no liability under Title IV or Section 302 of ERISA has been incurred by the Company or any Subsidiary thereof that has not been satisfied in full, stock ownershipand (ii) no condition exists that presents a material risk to the Company or any Subsidiary thereof of incurring any such liability. No Company Plan is a “multiemployer pension plan,” as defined in section 3(37) of ERISA. (c) Each Company Plan has been operated and administered in all material respects as it relates to employees of the Company in accordance with its terms and applicable Law, stock purchaseincluding ERISA and the Code. (d) No Company Plan provides medical, stock option, phantom stock, retirement, vacation, severance, change in control, retention, disability, death benefitsurgical, hospitalization, medical death or other plan, arrangement or understanding similar benefits (whether or not legally bindinginsured) providing benefits to any for current or former employee, officer, director or independent contractor employees of the Company or any Subsidiary for periods extending beyond their retirement dates or other termination of its Subsidiaries (collectively, with the Company Pension Plans, any Company “employee welfare benefit plans” (as defined in Section 3(1) of ERISA), the Company International Employee Plans and the Company Employment Agreements, the “Company Employee Plans”), excluding standard employment agreements or offer letters entered into in the ordinary course of business consistent with past practice with employees outside the United States in accordance with local Law and offer letters, severance or employment agreements that have been entered into in the ordinary course of business or that provide for severance or change in control benefits with a value of less than $100,000. As of the date of this Agreementservice, other than as set forth on coverage mandated by applicable Law. (e) The consummation of the Company Disclosure Scheduletransactions contemplated by this Agreement will not, there are no employmenteither alone or in combination with another event, consulting, severance or termination agreements or arrangements (other than standard employment agreements or offer letters entered into in the ordinary course of business consistent with past practice with employees outside the United States in accordance with local Law and offer letters, severance or employment agreements that have been entered into in the ordinary course of business or that provide for severance or change in control benefits to employees with a value of less than $100,000i) between the Company or any of its Subsidiaries and entitle any current or former employee, executive officer or director employee of the Company or any Subsidiary to severance pay, unemployment compensation, or any other payment under any Company Plan, or (ii) accelerate the time of its Subsidiaries payment or vesting, or increase the amount of compensation due any such employee under any Company Plan. (collectivelyf) There are no pending or, to the “Knowledge of Seller, threatened claims by or on behalf of any Company Employment Agreements”Plan, by any employee or beneficiary covered under any such Company Plan, or otherwise involving any such Company Plan (other than routine claims for benefits), nor does in each case relating to any employee of the Company or any of its Subsidiaries have any general severance plan or policy. For purposes of this Agreement, “Company International Employee Plan” shall mean each Company Employee Plan and each government-mandated plan or program that has been adopted or maintained by Company or any Company ERISA Affiliate, whether informally or formally, or with respect to which Company or any Company ERISA Affiliate will or may have any liability, for the benefit of Company Employees who perform services outside the United States. For the avoidance of doubt, this shall include, in Israel, manager’s insurance or other provident or pension funds which are not government-mandated but were set up to provide for Company’s legal obligation to pay statutory severance pay (Pitzuay Piturim) under the Severance Pay Law 5723-1963Subsidiary thereof.

Benefit Plans. From the date (i) Except as could not have a Material Adverse Effect, none of the most recent audited financial statements included Benefit Plans is a plan that is subject to Title IV of ERISA, Section 302 of ERISA or Section 412 of the Code; none of the Business Benefit Plans is a “multiemployer plan” as defined in Section 3(37) of ERISA, a “multiple employer welfare arrangement” within the Company SEC Documents filed with meaning of Section 3(40)(A) of ERISA, or a “voluntary employee benefits association” under Section 501 of the SEC Code. Except that it could not have a Material Adverse Effect, neither Seller nor any ERISA Affiliate has within the six (6) years prior to the date Closing, any liability, direct or indirect, under Title IV of this Agreement and other than as set forth on ERISA or with respect to a multiemployer plan, multiple employer welfare arrangement or voluntary employee benefits association. None of the Company Disclosure Schedule, there has not been any adoption or amendment in any material respect by the Company or any of its Subsidiaries of any collective bargaining agreement or any bonus, pension, profit sharing, deferred compensation, incentive compensation, stock ownership, stock purchase, stock option, phantom stock, retirement, vacation, severance, change in control, retention, disability, death benefit, hospitalization, Benefit Plans provides for retiree medical or other plan, arrangement or understanding (whether or not legally binding) providing life insurance benefits to any current or former employeeemployee or other person providing services to the Business for which Buyer could reasonably be anticipated to have any Liability. (ii) Each Business Benefit Plan is in compliance in all material respects with, officerand has been operated in accordance with, director or independent contractor of the Company or any of its Subsidiaries (collectively, with the Company Pension Plans, any Company “employee welfare benefit plans” (as defined in Section 3(1) of ERISA), the Company International Employee Plans terms and the Company Employment Agreementsrequirements of all applicable Law, and Seller and the “Company Employee Plans”)ERISA Affiliates have satisfied in all material respects all of their statutory, excluding standard employment agreements regulatory and contractual obligations with respect to each such Business Benefit Plan. No legal action, suit or offer letters entered into in claim is pending or, to the ordinary course of business consistent Seller’s Knowledge, threatened with past practice with employees outside the United States in accordance with local Law and offer letters, severance or employment agreements that have been entered into in the ordinary course of business or that provide for severance or change in control benefits with a value of less than $100,000. As of the date of this Agreement, other than as set forth on the Company Disclosure Schedule, there are no employment, consulting, severance or termination agreements or arrangements respect to any Business Benefit Plan (other than standard employment agreements or offer letters entered into claims for benefits in the ordinary course Ordinary Course of business consistent with past practice with employees outside the United States in accordance with local Law and offer lettersBusiness). (iii) Each Business Benefit Plan or trust which is intended to be qualified or exempt from taxation under Section 401(a), severance 401(k) or employment agreements that have been entered into in the ordinary course of business or that provide for severance or change in control benefits to employees with a value of less than $100,000501(a) between the Company or any of its Subsidiaries and any current or former employee, executive officer or director of the Company Code has received a favorable determination letter from the IRS that it is so qualified or exempt or is entitled to rely on an opinion letter issued to a prototype sponsor. (iv) No Business Employee or other person will become entitled to any bonus, retirement, severance, or similar benefit (including acceleration of its Subsidiaries (collectively, vesting or exercise of an incentive award) under any Business Benefit Plan as a result of the “Company Employment Agreements”), nor does the Company or any of its Subsidiaries have any general severance plan or policy. For purposes of transactions contemplated by this Agreement, . 6629923v2 (v) None of the Assets are “Company International Employee Planplan assets” shall mean each Company Employee Plan and each government-mandated plan with the meaning of ERISA or program that has been adopted or maintained by Company or are assets of any Company ERISA Affiliate, whether informally or formally, or with respect to which Company or any Company ERISA Affiliate will or may have any liability, for the benefit of Company Employees who perform services outside the United States. For the avoidance of doubt, this shall include, in Israel, manager’s insurance or other provident or pension funds which are not government-mandated but were set up to provide for Company’s legal obligation to pay statutory severance pay (Pitzuay Piturim) under the Severance Pay Law 5723-1963governed plan.

Benefit Plans. From the date (a) Section 2.14(a) of the most recent audited financial statements included in the Company SEC Documents filed with the SEC prior to the date of this Agreement and other than as set forth on the Company Disclosure Schedule, there has not been any adoption or amendment in any material Schedule sets forth with respect by the Company or any to all current employees a full and complete list of its Subsidiaries of any collective bargaining agreement or any bonus, pension, profit sharingall executive compensation, deferred compensation, incentive compensation, stock ownership, stock purchase, stock option, phantom restricted stock, retirementperformance share, bonus and other incentive plans, pension, profit sharing, savings, thrift or retirement plans, employee stock ownership plans, life, health, dental and disability plans, vacation, severanceseverance pay, change in controlsick leave, retentiondependent care, disabilitycafeteria and tuition reimbursement plans, death benefitand any other "employee benefit plans" within the meaning of the Employee Retirement Income Security Act of 1974, hospitalizationas amended ("ERISA"), medical currently maintained by the Company or other planany of its Subsidiaries or with respect to which the Company or any of its Subsidiaries may have any liability or obligation (direct, arrangement indirect, contingent or understanding (whether or not legally bindingotherwise) providing benefits to any current or employee, former employee, officer, director or independent contractor former director (or any of their dependents or beneficiaries) of the Company or any of its Subsidiaries or to any governmental entity (individually, an "Employee Benefit Plan" and collectively, the "Employee Benefit Plans"). There have been delivered to Parent or its counsel complete and correct copies of all written Employee Benefit Plans. (b) No Employee Benefit Plan is, a "defined benefit plan" within the meaning of section 3(35) of ERISA to which ERISA applies and neither the Company nor any of its Subsidiaries has any liability with respect to any such plan. Neither the Company nor any of its Subsidiaries has ever contributed to, or withdrawn in a complete or partial withdrawal from, any multiemployer plan (within the meaning of Subtitle E of Title IV of ERISA) or incurred contingent liability under section 4204 of ERISA. No Employee Benefit Plan provides for medical or health benefits (through insurance or otherwise) to individuals other than current employees of the Company or any of its Subsidiaries (collectively, with the Company Pension Plans, any Company “employee welfare benefit plans” (as defined in Section 3(1) or spouses and dependents of ERISAsuch employees), except to the Company International Employee Plans and extent necessary to comply with "Applicable Benefits Law" (including section 4980B of the Company Employment Agreements, Code). "Applicable Benefits Law" refers to the “Company Employee Plans”), excluding standard employment agreements or offer letters entered into in the ordinary course of business consistent with past practice with employees outside legal requirements imposed upon employee benefit plans by the United States in accordance or any political subdivision thereof (including COBRA and any requirements enforced by the IRS with local Law and offer letters, severance or employment agreements that have been entered into in the ordinary course of business or that provide for severance or change in control respect to employee benefit plans intended to confer tax benefits with a value of less than $100,000. As of the date of this Agreement, other than as set forth on the Company Disclosure ScheduleCompany, there are no employment, consulting, severance or termination agreements or arrangements (other than standard employment agreements or offer letters entered into in the ordinary course of business consistent with past practice with employees outside the United States in accordance with local Law and offer letters, severance or employment agreements that have been entered into in the ordinary course of business or that provide for severance or change in control benefits to employees with a value of less than $100,000) between the Company or any of its Subsidiaries and Subsidiaries, any current or former employeeof their respective employees, executive officer or director of the Company or any of its Subsidiaries (collectively, the “Company Employment Agreements”trust maintained in connection with such Employee Benefit Plan), nor does the Company or any of its Subsidiaries have any general severance plan or policy. For purposes of this Agreement, “Company International Employee Plan” shall mean each Company Employee Plan and each government-mandated plan or program that has been adopted or maintained by Company or any Company ERISA Affiliate, whether informally or formally, or with respect to which Company or any Company ERISA Affiliate will or may have any liability, for the benefit of Company Employees who perform services outside the United States. For the avoidance of doubt, this shall include, in Israel, manager’s insurance or other provident or pension funds which are not government-mandated but were set up to provide for Company’s legal obligation to pay statutory severance pay (Pitzuay Piturim) under the Severance Pay Law 5723-1963.

Benefit Plans. From the date (i) Section 3.1(y)(i) of the most recent audited financial statements included in the Company SEC Documents filed with the SEC prior to Disclosure Letter contains a true and complete list of all Company Benefit Plans as of the date of this Agreement and other than as set forth on and, in respect of each of the Company Disclosure ScheduleBenefit Plans, there where applicable, the Company has not provided or made available to the Purchaser current and complete copies of (A) the plan document(s) as amended through the date of this Agreement, or a written summary of any unwritten Company Benefit Plan, (B) the current member booklet and/or the summary plan description (together with any summaries of material modification thereto required under applicable Laws), (C) material contracts including trust agreements, insurance policies and contracts, and administrative services agreements, and (D) any non-routine correspondence within the past three years with the U.S. Department of Labor, U.S. Internal Revenue Service, or any other Governmental Entity. (ii) Each Company Benefit Plan is and has been any adoption established, registered, qualified, funded, invested and administered, in all material respects, in accordance with all applicable Laws and in accordance with its terms. (iii) All contributions, premiums or amendment in any material respect Taxes required to be made or paid by the Company or any of its Subsidiaries in respect of the Company Benefit Plans and Statutory Plans have been made or paid in a timely fashion, and, in all material respects, in accordance with applicable Laws and the terms of the applicable Company Benefit Plan or Statutory Plan. (iv) None of the Company Benefit Plans are subject to Title IV of ERISA, and the Company has no liability with respect to any collective bargaining agreement plan that would be subject to Title IV of ERISA. None of the Company Benefit Plans is a “registered pension plan” or any bonus“retirement compensation arrangement”, pensionas such terms are defined in the Tax Act. None of the Company Benefit Plans provide health, profit sharing, deferred compensation, incentive compensation, stock ownership, stock purchase, stock option, phantom stock, retirement, vacation, severance, change in control, retention, disability, death benefit, hospitalization, medical life insurance or other plan, arrangement or understanding (whether or not legally binding) providing welfare type benefits to any current employees or former employeeemployees (or to any spouses, officerdependents, director survivors or independent contractor beneficiaries of such persons) beyond retirement or other termination of service with the Company or any of its Subsidiaries Subsidiaries, except as required by applicable Laws. (collectively, with the Company Pension Plans, v) There are no investigations by a Governmental Entity or claims (other than routine claims for payment of benefits) pending or threatened involving any Company “employee welfare benefit plans” Benefit Plan or its assets, and, to the knowledge of the Company, no facts exist which could reasonably be expected to give rise to any such investigation order or claim (as defined in other than routine claims for payment of benefits). (vi) Each Company Benefit Plan that is intended to be qualified within the meaning of Section 3(1401(a) of ERISA)the Code has received a favorable determination letter from the IRS (or, if such plan uses a prototype or volume submitter plan document, such prototype or volume submitter plan document has received a favorable opinion from the Company International Employee Plans IRS that the form meets the tax qualification requirements and the Company Employment Agreements, is entitled to rely on such favorable opinion) to the “effect that such Company Employee Plans”), excluding standard employment agreements or offer letters entered into in Benefit Plan satisfies the ordinary course requirements of business consistent with past practice with employees outside the United States in accordance with local Law and offer letters, severance or employment agreements that have been entered into in the ordinary course of business or that provide for severance or change in control benefits with a value of less than $100,000. As Section 401(a) of the date Code, and to the knowledge of this Agreementthe Company, other than as set forth on nothing has occurred that would reasonably be expected to cause the loss of such qualification. (vii) Neither the Company Disclosure Schedule, there are no employment, consulting, severance or termination agreements or arrangements (other than standard employment agreements or offer letters entered into in the ordinary course of business consistent with past practice with employees outside the United States in accordance with local Law and offer letters, severance or employment agreements that have been entered into in the ordinary course of business or that provide for severance or change in control benefits to employees with a value of less than $100,000) between the Company or nor any of its Subsidiaries has any formal plan or has made any promise or commitment to create any additional benefit plans which would be considered to be Company Benefit Plan once created or to materially improve or change the benefits provided under any Company Benefit Plan. (viii) To the knowledge of the Company, all material data necessary in order for the Company to fulfil its obligations in respect of the administration of each Company Benefit Plan is in the possession of the Company, its agents or third party administrators, and such data is materially complete and accurate. (ix) No entity, other than the Company or its Subsidiaries, is a participating employer under any current or former employeeCompany Benefit Plan and no individuals, executive officer or director other than employees of the Company or any of its Subsidiaries (collectivelyand any spouses, the “Company Employment Agreements”)dependants, nor does survivors or beneficiaries of such persons) participate in, or are eligible to participate in, any of the Company or any of its Subsidiaries have any general severance plan or policy. For purposes of this Agreement, “Company International Employee Plan” shall mean each Company Employee Plan and each government-mandated plan or program that has been adopted or maintained by Company or any Company ERISA Affiliate, whether informally or formally, or with respect to which Company or any Company ERISA Affiliate will or may have any liability, for the benefit of Company Employees who perform services outside the United States. For the avoidance of doubt, this shall include, in Israel, manager’s insurance or other provident or pension funds which are not government-mandated but were set up to provide for Company’s legal obligation to pay statutory severance pay (Pitzuay Piturim) under the Severance Pay Law 5723-1963Benefit Plans.

Benefit Plans. From the date of the most recent audited financial statements included in the Company SEC Documents filed with the SEC prior to the date of this Agreement and other than as set forth on the Company Disclosure Schedule(a) Schedule 3.14(a) lists each employment, there has not been any adoption or amendment in any material respect by the Company or any of its Subsidiaries of any collective bargaining agreement or any bonus, pension, profit sharing, deferred compensation, incentive compensation, stock ownership, stock purchase, stock option, phantom stock appreciation right or other stock, retirement, vacation-based incentive, severance, change in controlchange-in-control or termination pay, retentionhospitalization or other medical, disability, death benefit, hospitalization, medical life or other insurance, supplemental unemployment benefits, profit-sharing, pension or retirement plan, program, agreement or arrangement and each other employee benefit plan, program, agreement or understanding (arrangement, sponsored, maintained or contributed to or required to be contributed to by the Company, or by any trade or business, whether or not legally bindingincorporated (an “ERISA Affiliate“), that together with the Company would be deemed a “single employer” within the meaning of Section 400l(b)(l) providing benefits to of the Employment Retirement Income Security Act of 1974, as amended (“ERISA“), or treated as a single employer under Section 414(b), (c) or (m) of the Code for the benefit of any current or former employee, officer, director or independent contractor or director of the Company (the “Plans“). Schedule 3.14(a) identifies each of the Plans that is an “employee welfare benefit plan,” or “employee pension benefit plan” as such terms are defined in Sections 3(1) and 3(2) of ERISA (the “ERISA Plans“). Except for amendments that are required for the Plans to meet the requirements of applicable law, tax-qualified status under Section 401(a) of the Code, or regulatory guidance, neither the Company nor any ERISA Affiliate has any formal plan or commitment, whether legally binding or not, to create any additional Plan or modify or change any existing Plan that would affect any current or former employee, independent contractor or director of the Company. (b) With respect to each of the Plans, true and complete copies of the most recent Summary Plan Description (“SPD“), together with all Summaries of Material Modification issued with respect to such SPD, if required under ERISA, with respect to each ERISA Plan, and all other material employee communications relating to each ERISA Plan, and written descriptions of all other Plans have been made available to Buyer. (c) Neither the Company nor any ERISA Affiliate has incurred any liability under Title IV of ERISA that has not been satisfied in full, and, to the Company’s Knowledge, no condition exists that presents a material risk to the Company of incurring any liability under such Title. This representation applies to Sections 4064, 4069 or 4204 of Title IV of ERISA, and it is made not only with respect to the ERISA Plans but also with respect to any employee benefit plan, program, agreement or arrangement subject to Title IV of ERISA to which the Company or any current or former ERISA Affiliate made, or was required to make, contributions during the past six (6) years. (d) To the Company’s Knowledge, (i) the PBGC has not instituted proceedings pursuant to Section 4042 of ERISA to terminate any of the ERISA Plans subject to Title IV of ERISA, and (ii) no condition exists that presents a material risk that such proceedings will be instituted by the PBGC. (e) With respect to each of the ERISA Plans that is subject to Title IV of ERISA, the present value of accumulated benefit obligations under such Plan, as determined by the Plan’s actuary based on the actuarial assumptions used for funding purposes in the most recent actuarial report prepared by such Plan’s actuary with respect to such Plan, did not, as of its Subsidiaries latest valuation date, exceed the then current value of the assets of such Plan allocable to such accumulated benefit obligations. (collectively, f) The Company has not engaged in a transaction or taken or failed to take any action in connection with which the Company Pension Planscould be subject to any material liability for either a civil penalty assessed pursuant to Section 409, 502(i) or 502(l) of ERISA, or a tax imposed pursuant to Section 4975(a) or (b), 4976 or 4980B of the Code. (g) All contributions and premiums that the Company and each ERISA Affiliate is required to pay under the terms of each of the ERISA Plans and Section 412 of the Code, have, to the extent due, been paid in full or properly recorded on the financial statements or records of the Company, and none of the ERISA Plans or any Company trust established thereunder has incurred any “employee welfare benefit plansaccumulated funding deficiency” (as defined in Section 3(1) 302 of ERISAERISA and Section 412 of the Code), whether or not waived, as of the Company International Employee last day of the most recent fiscal year of each of the ERISA Plans and the Company Employment Agreements, the “Company Employee Plans”), excluding standard employment agreements or offer letters entered into in the ordinary course of business consistent with past practice with employees outside the United States in accordance with local Law and offer letters, severance or employment agreements that have been entered into in the ordinary course of business or that provide for severance or change in control benefits with a value of less than $100,000. As of ended prior to the date of this Agreement, other than as set forth . No lien has been imposed under Section 412(n) of the Code or Section 302(f) of ERISA on the Company Disclosure Schedule, there are no employment, consulting, severance or termination agreements or arrangements (other than standard employment agreements or offer letters entered into in the ordinary course assets of business consistent with past practice with employees outside the United States in accordance with local Law and offer letters, severance or employment agreements that have been entered into in the ordinary course of business or that provide for severance or change in control benefits to employees with a value of less than $100,000) between the Company or any ERISA Affiliate, and, to the Company’s Knowledge, no event or circumstance has occurred that is reasonably likely to result in the imposition of any such lien on any such assets on account of any ERISA Plan. (h) With respect to any ERISA Plan that is a “multi-employer plan,” as such term is defined in Section 3(37) of ERISA, (i) to the Company’s Knowledge, neither the Company nor any ERISA Affiliate has, since September 26, 1980, made or suffered a “complete withdrawal” or a “partial withdrawal,” as such terms are respectively defined in Sections 4203 and 4205 of ERISA, (ii) to the Company’s Knowledge, no event has occurred that presents a material risk of a complete or partial withdrawal, (iii) neither the Company nor any ERISA Affiliate has any contingent liability under Section 4204 of ERISA, and (iv) to the Company’s Knowledge, no circumstances exist that present a material risk that any such multi-employer plan will go into reorganization. (i) Each of the Plans has been operated and administered in all material respects in accordance with its Subsidiaries terms and applicable laws, including but not limited to ERISA and the Code. (j) Each of the ERISA Plans that is intended to be “qualified” within the meaning of Code section 401(a) is so qualified. (k) No amounts payable under any of the Plans or any other contract, agreement or arrangement with respect to which the Company may have any liability could fail to be deductible for federal income tax purposes by virtue of Section 162(m) or Section 280G of the Code. (l) No Plan provides benefits, including without limitation death or medical benefits (whether or not insured), with respect to current or former employees of the Company after retirement or other termination of service (other than (i) coverage mandated by applicable laws, (ii) death benefits or retirement benefits under any “employee pension plan,” as that term is defined in Section 3(2) of ERISA, (iii) deferred compensation benefits accrued as liabilities on the books of the Company, or (iv) benefits, the full direct cost of which is borne by the current or former employee (or beneficiary thereof)). (m) Except as specifically provided herein, the consummation of the transactions contemplated by this Agreement will not, either alone or in combination with any other event, (i) entitle any current or former employee, executive officer or director of the Company to severance pay, unemployment compensation or any other similar termination payment, or (ii) accelerate the vesting, or increase the amount of its Subsidiaries or otherwise enhance any benefit due any such employee, officer or director. (collectivelyn) There are no pending or, to the “Company Employment Agreements”Company’s or the Shareholders’ knowledge, threatened or anticipated claims by or on behalf of any Plan, by any current or former employee or beneficiary under any such Plan or otherwise involving any such Plan (other than routine claims for benefits). (o) All stock options, nor does stock appreciation rights or other equity based awards issued or granted by the Company or any of its Subsidiaries have any general severance plan or policy. For purposes of this Agreement, are in material compliance with Code Section 409A. Each “Company International Employee Plannonqualified deferred compensation plan” shall mean each Company Employee Plan (as such term is defined in Code Section 409A and each government-mandated plan or program that has been adopted or maintained by Company or any Company ERISA Affiliate, whether informally or formally, or with respect to which Company or any Company ERISA Affiliate will or may have any liability, for the benefit of Company Employees who perform services outside the United States. For the avoidance of doubt, this shall include, in Israel, manager’s insurance or other provident or pension funds which are not government-mandated but were set up to provide for Company’s legal obligation to pay statutory severance pay (Pitzuay Piturimguidance thereunder) under which the Severance Pay Law 5723-1963.Company makes or is obligated to make payments is in good faith operational compliance with the requirements of Code Section 409A and the guidance thereunder. No payment to be made by the Company is or will be subject to penalties of Code Section 409A.

Benefit Plans. From the date (i) Schedule 3.1(ii) sets forth a complete list of the most recent audited financial statements included Benefit Plans. (ii) Current, correct and complete copies of all written Benefit Plans as amended to date or, where oral, written summaries of the terms thereof, have been delivered or made available to the Buyer together with current and complete copies of all documents (including, where indicated herein, historical documents) relating to the Benefit Plans, as amended. (iii) Each Benefit Plan is, and has been, established, registered, qualified, administered, funded, and invested, as applicable, in the Company SEC Documents filed compliance with the SEC prior terms of such Benefit Plan including the terms of any documents in respect of, such Benefit Plan, all Applicable Laws and any agreements, written or oral between the Corporation and any other party, as applicable. (iv) The Corporation has complied with all of its obligations in respect of the Benefit Plans. (v) Except as disclosed, the Corporation has no formal or informal plan and have made no promise or commitment, whether legally binding or not, to create any additional Benefit Plan or to improve or change the date benefits provided under any Benefit Plan. (vi) Except as expressly provided under this Agreement or as set out in Schedule 3.1(ii), neither the entering into of this Agreement and other than as set forth on Agreement, nor the Company Disclosure Schedule, there has not been completion of the transaction contemplated herein will (either alone or in conjunction with any adoption additional or amendment subsequent events) constitute an event under any Benefit Plan that will or may result in any material payment (whether severance pay or otherwise), acceleration of payment or vesting of benefits, forgiveness of indebtedness, acceleration or increase in funding obligations, vesting, distribution, restriction of funds, increase or acceleration in benefits or obligation to fund benefits with respect to any Employee of the Corporation. (vii) All employer and employee payments, contributions or premiums required to be remitted, paid to or in respect of each Benefit Plan have been paid or remitted in a timely fashion in accordance with its terms and all Applicable Laws. Other than amounts which may be payable as contemplated by the Company Authorized Pre-Closing Transactions, or any of its Subsidiaries of any collective bargaining agreement or any bonus, pension, profit sharing, deferred compensation, incentive compensation, stock ownership, stock purchase, stock option, phantom stock, retirement, vacation, severance, change in control, retention, disability, death benefit, hospitalization, medical or other plan, arrangement or understanding (whether or premiums not legally binding) providing benefits to any current or former employee, officer, director or independent contractor of yet due and payable by the Company or any of its Subsidiaries (collectively, with the Company Pension Plans, any Company “employee welfare benefit plans” (as defined in Section 3(1) of ERISA), the Company International Employee Plans and the Company Employment Agreements, the “Company Employee Plans”), excluding standard employment agreements or offer letters entered into Corporation in the ordinary course of business consistent with past practice with employees outside business, no taxes, penalties or fees are owing or exigible under or in relation to any Benefit Plan by or from the United States Corporation and there are no liabilities or contingent liabilities of the Corporation in respect of any Person, benefit or compensation plan that has been discontinued. (viii) There is no investigation by a Governmental Authority, or Claim (other than routine claims for payment of benefits) pending or threatened involving any Benefit Plan or their assets, and no facts exist which could reasonably be expected to give rise to any such investigation or Claim (other than routine claims for benefits). (ix) No Benefit Plan provides pension or retirement benefits except pension benefits which are, and have always been, provided on a defined contribution basis only. (x) All liabilities of the Corporation (whether accrued, absolute, contingent or otherwise) related to the Benefit Plans have been fully and accurately accrued and disclosed, and reported in accordance with local Law Canadian Generally Accepted Accounting Principles in the financial statements of the Corporation. No changes have occurred or are expected to occur to any of the Benefit Plans which would materially affect the most recent financial statement prepared in respect of the applicable Benefit Plan and offer letters, severance or employment agreements that required to be provided pursuant to this Agreement. All bonuses and commission relating to the business of the Corporation and its Employees are accurately reflected in all material respects and have been entered into appropriately accrued in the Books and Records of the Corporation, in accordance with good bookkeeping practices and, where applicable, Generally Accepted Accounting Principles. The Corporation does not accrue vacation pay on its Books and Records notwithstanding that the same may not amount to good bookkeeping practices and may not be in accordance with Generally Accepted Accounting Principles. The vacation policy of the Corporation with respect to unused vacation time applicable to the Employees is set forth in Schedule 3.1(ii). (xi) There are no Proceedings pending or, to the Knowledge of the Sellers, threatened with respect to the Benefit Plans against the Corporation or the insurer, under such Benefit Plans, where applicable, other than claims for benefits in the ordinary course course. No order has been made or notice given pursuant to any Applicable Law requiring (or proposing to require) the Corporation to take (or refrain from taking) any action in respect of business or that provide for severance or change in control benefits with a value of less than $100,000. As any Benefit Plan. (xii) The Benefit Plan applicable to the Employees of the date Corporation is part of this Agreement, other than a group plan which applies to the Employees of Arrow Pharmaceuticals Inc. and Cobalt as set forth on the Company Disclosure Schedulewell. Save as aforesaid, there are no employmententities, consulting, severance or termination agreements or arrangements (other than standard employment agreements the Corporation, Arrow Pharmaceuticals Inc. or offer letters entered into Cobalt, participating in any Benefit Plan. (xiii) All Employee data necessary to administer each Benefit Plan is in the ordinary course possession of business consistent with past practice with employees outside Cobalt who administers the United States Benefit Plan of the Corporation on behalf of the Corporation under the Services and Cost Sharing Agreement, which data is in a form which is sufficient for the proper administration of the Benefit Plan in accordance with local Law its terms and offer letters, severance all Applicable Laws and to the Knowledge of the Sellers such data is complete and correct and which data will be provided to the Corporation at the Closing Time. (xiv) None of the Benefit Plans provide benefits beyond retirement or employment agreements that have been entered into in other termination of service to Employees or former employees or to the ordinary course beneficiaries or dependants of business or that provide for severance or change in control such employees. (xv) No Benefit Plan provides benefits to employees with a value of less than $100,000) between the Company or any of its Subsidiaries and any current or former employeeindividual who is not an Employee, executive officer or director of the Company Corporation or the dependents or other beneficiaries of any such Employee, officer or director. (xvi) Save as contemplated above, the Corporation does not sponsor, administer or contribute to a multi-employer plan. (xvii) Nothing has been done or omitted to be done by the Corporation which could make any policy or insurance contract void or voidable. None of the Benefit Plans, or any insurance contact relating thereto, require or permit a retroactive increase in premiums or payments due under, or require additional premiums or payments on termination of its Subsidiaries (collectivelythe Benefit Plan, the “Company Employment Agreements”), nor does the Company or any insurance contact relating thereto. The level of its Subsidiaries have any general severance plan or policy. For purposes of this Agreement, “Company International Employee Plan” shall mean insurance reserves under each Company Employee insured Benefit Plan is reasonable and each government-mandated plan or program that has been adopted or maintained by Company or any Company ERISA Affiliate, whether informally or formally, or with respect to which Company or any Company ERISA Affiliate will or may have any liability, for the benefit of Company Employees who perform services outside the United States. For the avoidance of doubt, this shall include, in Israel, manager’s insurance or other provident or pension funds which are not government-mandated but were set up sufficient to provide for Company’s legal obligation to pay statutory severance pay all incurred but unreported claims. (Pitzuay Piturimxviii) Except as set forth in Schedule 3.1(ii), the execution of this Agreement and the consummation of the transactions contemplated hereby will not cause the payment or acceleration of any benefit or amount payable under any Benefit Plan or change in control agreement between the Severance Pay Law 5723-1963Corporation and any Employee, director or officer.

Benefit Plans. From the date (a) Set forth on Schedule 3.21(a) is a true and complete list of each Benefit Plan of the most recent audited financial statements included Company (each, a “Company Benefit Plan”). With respect to each Company Benefit Plan, there are no funded benefit obligations for which contributions have not been made or properly accrued and there are no unfunded benefit obligations that have not been accounted for by reserves, or otherwise properly footnoted in accordance with GAAP on the Company Financials. The Company is not nor has in the past been a member of a “controlled group” for purposes of Section 414(b), (c), (m) or (o) of the Code, nor does the Company SEC Documents filed have any Liability with respect to any collectively-bargained for plans, whether or not subject to the provisions of ERISA. No statement, either written or oral, has been made by the Company to any Person with regard to any Company Benefit Plan that was not in accordance with the SEC prior Company Benefit Plan in any material respect. (b) There is no claim filed, or to the Knowledge of the Company and the Seller, threatened regarding any Company Benefit Plan or alleging that any Company Benefit Plan has not been operated in compliance with all applicable Laws in all material respects, including ERISA and the Code (but subject to Schedule 3.26(b)). Each Company Benefit Plan which is intended to be “qualified” within the meaning of Section 401(a) of the Code (i) has been determined by the IRS to be so qualified (or is based on a prototype plan which has received a favorable opinion letter) during the period from its adoption to the date of this Agreement and other than as set forth on (ii) its related trust has been determined to be exempt from taxation under Section 501(a) of the Code or the Company Disclosure Schedule, there has not been any adoption or amendment in any material respect requested an initial favorable IRS determination of qualification and/or exemption within the period permitted by applicable Law. To the Knowledge of the Company and the Seller, no fact exists which could adversely affect the qualified status of such Company Benefit Plans or any the exempt status of its Subsidiaries of any collective bargaining agreement or any bonus, pension, profit sharing, deferred compensation, incentive compensation, stock ownership, stock purchase, stock option, phantom stock, retirement, vacation, severance, change in control, retention, disability, death benefit, hospitalization, medical or other plan, arrangement or understanding such trusts. (whether or not legally bindingc) providing benefits With respect to each Company Benefit Plan which covers any current or former employee, officer, director director, consultant or independent contractor employee (or beneficiary thereof) of the Company, the Company has provided to Purchaser accurate and complete copies, if applicable, of: (i) all Company Benefit Plan texts and agreements and related trust agreements or annuity Contracts (including any amendments, modifications or supplements thereto); (ii) all summary plan descriptions and material modifications thereto; (iii) the three (3) most recent Forms 5500, if applicable, and annual report, including all schedules thereto; (iv) the most recent annual and periodic accounting of plan assets; (v) the three (3) most recent nondiscrimination testing reports; (vi) the most recent determination letter received from the IRS, if any; (vii) the most recent actuarial valuation; and (viii) all material communications with any Governmental Authority. (d) With respect to each Company Benefit Plan: (i) such Company Benefit Plan has been administered and enforced in all material respects in accordance with its terms, the Code and ERISA; and (ii) to the Knowledge of the Company and the Seller, (A) no breach of fiduciary duty has occurred; (B) no Action is pending, or any to the Company’s Knowledge, threatened (other than routine claims for benefits arising in the ordinary course of its Subsidiaries administration); (collectivelyC) no prohibited transaction, with as defined in Section 406 of ERISA or Section 4975 of the Code, has occurred, excluding transactions effected pursuant to a statutory or administration exemption; and (D) all contributions and premiums due through the Closing Date have been made in all material respects as required under ERISA or have been fully accrued in all material respects on the Company Pension Plans, any Financials. (e) No Company Benefit Plan is a “employee welfare defined benefit plansplan” (as defined in Section 414(j) of the Code), a “multiemployer plan” (as defined in Section 3(37) of ERISA) or a “multiple employer plan” (as described in Section 413(c) of the Code) or is otherwise subject to Title IV of ERISA or Section 412 of the Code, and the Company has not incurred any Liability under Title IV of ERISA and, to the Knowledge of the Company and the Seller, no condition presently exists that is expected to cause such Liability to be incurred. No Company Benefit Plan will become a multiple employer plan with respect to the Company immediately after the Closing Date. The Company does not currently maintain nor has ever maintained, or is required currently or has ever been required to contribute to or otherwise participate in, a multiple employer welfare arrangement or voluntary employees’ beneficiary association as defined in Section 501(c)(9) of the Code. (f) There is no arrangement under any Company Benefit Plan with respect to any employee that would result in the payment of any amount that by operation of Sections 280G or 162(m) of the Code would not be deductible by the Company and no arrangement exists pursuant to which the Company will be required to “gross up” or otherwise compensate any person because of the imposition of any excise tax on a payment to such person. (g) With respect to each Company Benefit Plan which is a “welfare plan” (as described in Section 3(1) of ERISA), ): (i) no such plan provides medical or death benefits with respect to current or former employees of the Company International Employee Plans beyond their termination of employment (other than coverage mandated by Law, which is paid solely by such employees); and (ii) there are no reserves, assets, surplus or prepaid premiums under any such plan. The Company has complied with the Company Employment Agreements, the “Company Employee Plans”), excluding standard employment agreements or offer letters entered into in the ordinary course provisions of business consistent with past practice with employees outside the United States in accordance with local Law Section 601 et seq. of ERISA and offer letters, severance or employment agreements that have been entered into in the ordinary course of business or that provide for severance or change in control benefits with a value of less than $100,000. As Section 4980B of the date of this Agreement, other than Code. (h) Except as set forth on Schedule 3.21(a), The consummation of the transactions contemplated by this Agreement and the Ancillary Documents will not, with respect to any Company employee or contractor: (i) entitle any such individual to severance pay, unemployment compensation or other benefits or compensation; (ii) accelerate the time of payment or vesting, or increase the amount of any compensation due, or in respect of, any such individual; or (iii) result in or satisfy a condition to the payment of compensation that would, in combination with any other payment, result in an “excess parachute payment” within the meaning of Section 280G of the Code. The Company has not incurred any Liability for any Tax imposed under Chapter 43 of the Code or civil liability under Section 502(i) or (l) of ERISA. (i) Except to the extent required by Section 4980B of the Code or similar state Law, the Company Disclosure Scheduledoes not provide health or welfare benefits to any former or retired employee or is obligated to provide such benefits to any active employee following such employee’s retirement or other termination of employment or service. (j) All Company Benefit Plans can be terminated at any time as of or after the Closing Date without resulting in any Liability to the Purchaser or its Affiliates for any additional contributions, there are no employmentpenalties, consultingpremiums, severance fees, fines, excise taxes or termination agreements any other charges required by a Governmental Authority. (k) Each Company Benefit Plan that is subject to Section 409A of the Code (each, a “Section 409A Plan”) as of the Closing Date is indicated as such on Schedule 3.21(k). No Company Convertible Securities or arrangements (other than standard employment agreements or offer letters entered into in the ordinary course of business consistent with past practice with employees outside the United States in accordance with local Law and offer letters, severance or employment agreements that equity-based awards have been entered into in the ordinary course of business issued or that provide for severance or change in control benefits to employees with a value of less than $100,000) between granted by the Company that are, or are subject to, a Section 409A Plan. Each Section 409A Plan has been administered in compliance, and is in documentary compliance, with the applicable provisions of Section 409A of the Code, the regulations thereunder and other official guidance issued thereunder. The Company does not have any obligation to any employee or other service provider with respect to any Section 409A Plan that may be subject to any Tax under Section 409A of its Subsidiaries and the Code. No payment to be made under any current Section 409A Plan is, or former employee, executive officer or director to the Knowledge of the Company will be, subject to the penalties of Section 409A(a)(1) of the Code. There is no Contract or any of its Subsidiaries (collectively, the “Company Employment Agreements”), nor does plan to which the Company is a party or by which it is bound to compensate any employee, consultant or director for penalty taxes paid pursuant to Section 409A of its Subsidiaries have any general severance plan or policy. For purposes of this Agreement, “Company International Employee Plan” shall mean each Company Employee Plan and each government-mandated plan or program that has been adopted or maintained by Company or any Company ERISA Affiliate, whether informally or formally, or with respect to which Company or any Company ERISA Affiliate will or may have any liability, for the benefit of Company Employees who perform services outside the United States. For the avoidance of doubt, this shall include, in Israel, manager’s insurance or other provident or pension funds which are not government-mandated but were set up to provide for Company’s legal obligation to pay statutory severance pay (Pitzuay Piturim) under the Severance Pay Law 5723-1963Code.

Benefit Plans. From the date of the most recent audited financial statements included in the Company SEC Documents filed with the SEC prior to the date of this Agreement and other than (a) The letter, dated as set forth on the Company Disclosure Schedule, there has not been any adoption or amendment in any material respect by the Company or any of its Subsidiaries of any collective bargaining agreement or any bonus, pension, profit sharing, deferred compensation, incentive compensation, stock ownership, stock purchase, stock option, phantom stock, retirement, vacation, severance, change in control, retention, disability, death benefit, hospitalization, medical or other plan, arrangement or understanding (whether or not legally binding) providing benefits to any current or former employee, officer, director or independent contractor of the Company or any of its Subsidiaries (collectively, with the Company Pension Plans, any Company “employee welfare benefit plans” (as defined in Section 3(1) of ERISA), the Company International Employee Plans and the Company Employment Agreements, the “Company Employee Plans”), excluding standard employment agreements or offer letters entered into in the ordinary course of business consistent with past practice with employees outside the United States in accordance with local Law and offer letters, severance or employment agreements that have been entered into in the ordinary course of business or that provide for severance or change in control benefits with a value of less than $100,000. As of the date of this Agreement, other than as set forth on from Parent to the Company (the "Parent Disclosure ScheduleLetter"), there sets forth a complete and correct list of all employee benefit plans, as defined in Section 3(3) of ERISA, and all employment, compensation, bonus, stock option, stock purchase, restricted stock, incentive, deferred compensation, profit sharing, retiree medical or life insurance, split dollar insurance, supplemental retirement, severance, change of control, loans or other benefit plans, programs, arrangements or fringe benefits, in each case, which are provided, maintained, contributed to or sponsored by Parent or Sub, or for which Parent or Sub has any liability, contingent or otherwise (collectively, the "Parent Benefit Plans"). (b) With respect to each Parent Benefit Plan, Parent has furnished the Company with a complete and accurate copy of the plan document or other governing contract. The Parent Benefit Plans have been operated and administered in accordance with their terms and the applicable requirements of the Code and applicable Law. There are no employmentpending or, consultingto the knowledge of Parent or Sub, severance threatened suits, audits, examinations, actions, litigation or termination agreements or arrangements claims (other than standard employment agreements or offer letters entered into excluding claims for benefits incurred in the ordinary course of business consistent course) with past practice with employees outside the United States in accordance with local Law and offer letters, severance or employment agreements that have been entered into in the ordinary course of business or that provide for severance or change in control benefits respect to employees with a value of less than $100,000) between the Company or any of its Subsidiaries the Parent Benefit Plans. (c) No Parent Benefit Plan is intended to be "qualified" within the meaning of Section 401(a) of the Code. Neither Parent nor any trade or business (whether or not incorporated) which is or has ever been treated as a single employer with Parent under Section 414(b), (c), (m) or (o) of the Code, has incurred any liability under Title IV of ERISA or Section 412 of the Code. (d) The execution and delivery by each of Parent and Sub of each Transaction Agreement to which it is a party do not, and the consummation of the Merger and the other Transactions and compliance with the terms hereof and thereof will not (i) entitle any current or former employee, executive officer or director of the Company Parent or Sub to severance pay, bonus payment, finders fee, "change of control" payment or similar payment, (ii) accelerate the time of payment or vesting or trigger any payment or funding (through a grantor trust or otherwise) of compensation or benefits under, increase the amount payable or trigger any other material obligation pursuant to, any Parent Benefit Plan or (iii) result in any breach or violation of, or a default under, any Parent Benefit Plan. There is no amount that could be received (whether in cash or property or the vesting of property) as a result of the Merger or any other Transaction by any employee, officer or director of Parent or any of its Subsidiaries (collectively, the “Company Employment Agreements”), nor does the Company or any of its Subsidiaries have any general severance plan or policy. For purposes of this Agreement, “Company International Employee Plan” shall mean each Company Employee Plan and each government-mandated plan or program that has been adopted or maintained by Company or any Company ERISA Affiliate, whether informally or formally, or with respect to which Company or any Company ERISA Affiliate will or may have any liability, for the benefit of Company Employees who perform services outside the United States. For the avoidance of doubt, this shall include, in Israel, manager’s insurance or other provident or pension funds which are not government-mandated but were set up to provide for Company’s legal obligation to pay statutory severance pay (Pitzuay Piturim) under the Severance Pay Law 5723-1963affiliates.

Benefit Plans. From the date (a) Section 4.13(a) of the most recent audited financial statements included in the Company SEC Documents filed with the SEC prior to the date of this Agreement and other than as set forth on the Company Disclosure Schedule, there has not been any adoption or amendment in any Letter contains a true and complete list of each material respect by the Company or any of its Subsidiaries of any collective bargaining agreement or any bonus, pension, profit sharing, deferred compensation, incentive compensation, stock ownership, stock purchase, stock option, phantom stock, retirement, vacation, severance, change in control, retention, disability, death benefit, hospitalization, medical or other plan, arrangement or understanding (whether or not legally binding) providing benefits to any current or former employee, officer, director or independent contractor of the Company or any of its Subsidiaries (collectively, with the Company Pension Plans, any Company “employee welfare benefit plans” (as defined in Section 3(1) of ERISA), the Company International Employee Plans and the Company Employment Agreements, the “Company Employee Plans”), excluding standard employment agreements or offer letters entered into in the ordinary course of business consistent with past practice with employees outside the United States in accordance with local Law and offer letters, severance or employment agreements that have been entered into in the ordinary course of business or that provide for severance or change in control benefits with a value of less than $100,000. As of the date of this Agreement, other than as set forth on the Company Disclosure Schedule, there are no employment, consulting, severance or termination agreements or arrangements (other than standard employment agreements or offer letters entered into in the ordinary course of business consistent with past practice with employees outside the United States in accordance with local Law and offer letters, severance or employment agreements that have been entered into in the ordinary course of business or that provide for severance or change in control benefits to employees with a value of less than $100,000) between the Company or any of its Subsidiaries and any current or former employee, executive officer or director of the Company or any of its Subsidiaries (collectively, the “Company Employment Agreements”), nor does the Company or any of its Subsidiaries have any general severance plan or policyPlan. For purposes of this Agreement, “Company International Employee Plan” shall mean means each Company “employee benefit plan” (within the meaning of section 3(3) of the Employee Plan Retirement Income Security Act of 1974, as amended (“ERISA”), whether or not subject to ERISA), “multiemployer plans” (within the meaning of ERISA section 3(37)), and each governmentall stock purchase, stock option, phantom stock or other equity-mandated plan based plan, severance, employment, collective bargaining, change-in-control, fringe benefit, bonus, incentive, deferred compensation, supplemental retirement, health, life, or program that has been adopted disability insurance, dependent care and all other employee benefit and compensation plans, agreements, programs, policies or maintained by other arrangements, whether or not subject to ERISA, whether formal or informal, written or oral, legally binding or not, under which any current or former employee, director or consultant of the Company or its Subsidiaries (or any of their dependents) has any present or future right to compensation or benefits, in each case, that the Company ERISA Affiliateor its Subsidiaries sponsors or maintains, whether informally or formally, is making contributions to or with respect to which has any present or future liability or obligation (contingent or otherwise). The Company has furnished or made available to Assertio a current, accurate and complete copy of each material Company Plan (including, without limitation, all Company Equity Plans and the forms of all award agreements evidencing outstanding Company Stock Awards), or if such Company Plan is not in written form, a written summary of all of the material terms of such Company Plan. With respect to each Company Plan, the Company has furnished or made available to Assertio a current, accurate and complete copy of, to the extent applicable: (i) any related trust agreement or other funding instrument, (ii) the most recent determination, opinion or advisory letter of the Internal Revenue Service (the “IRS”), (iii) the most recent summary plan description, summary of material modifications thereto, and other similar material written communications to the employees of the Company or any its Subsidiaries concerning the extent of the benefits provided under a Company ERISA Affiliate will or may have any liabilityPlan, and (iv) for the benefit of Company Employees who perform services outside three most recent years (A) the United States. For the avoidance of doubtForm 5500 and attached schedules, this shall include(B) audited financial statements, in Israel, manager(C) actuarial valuation reports and (D) attorney’s insurance or other provident or pension funds which are not government-mandated but were set up response to provide an auditor’s request for Company’s legal obligation to pay statutory severance pay (Pitzuay Piturim) under the Severance Pay Law 5723-1963information.

Benefit Plans. From the date of the most recent audited financial statements included in the Company SEC Documents filed with the SEC prior to the date of this Agreement and other than as set forth on the Company Disclosure Schedule, there has not been any adoption or amendment in any material respect by the Company or any of its Subsidiaries of any collective bargaining agreement or any bonus, Exhibit 5.16 lists every pension, profit retirement, profit-sharing, deferred compensation, incentive compensationstock option, employee stock ownership, stock purchaseseverance pay, stock optionbonus, phantom stock, retirement, vacation, severance, change in control, retention, disability, death benefit, hospitalization, medical or other incentive plan, arrangement any other written or understanding unwritten employee program, or understanding, any other employee benefit plan, welfare benefit plan or fringe benefit plan (whether written or not legally binding) providing benefits unwritten), currently or previously adopted, maintained, sponsored, in whole or in part, or contributed to by any current or former employee, officer, director or independent contractor of the Company or EFO Group Companies for the benefit of any of its Subsidiaries (collectivelythe Employees, former employees, spouses, independent contractors, or other beneficiaries of any of the EFO Group Companies and under which any of the Employees, former employees, spouses, independent contractors, or other beneficiaries of any of the EFO Group Companies are eligible to participate or in connection with which any of the Company Pension Plans, any Company “employee welfare benefit plans” EFO Group Companies or other member of their controlled group (as defined in Internal Revenue Code Section 3(1) of ERISA914(b), the Company International Employee Plans and the Company Employment Agreements, the “Company Employee Plans”(c) or (m), excluding standard employment agreements ) may have any contingent or offer letters entered into in the ordinary course non-contingent liability of business consistent with past practice with employees outside the United States in accordance with local Law and offer letters, severance or employment agreements that have been entered into in the ordinary course of business or that provide for severance or change in control benefits with a value of less than $100,000. As of the date of this Agreement, other than as set forth on the Company Disclosure Schedule, there are no employment, consulting, severance or termination agreements or arrangements (other than standard employment agreements or offer letters entered into in the ordinary course of business consistent with past practice with employees outside the United States in accordance with local Law and offer letters, severance or employment agreements that have been entered into in the ordinary course of business or that provide for severance or change in control benefits to employees with a value of less than $100,000) between the Company or any of its Subsidiaries and any current or former employee, executive officer or director of the Company or any of its Subsidiaries kind (collectively, the “Company Employment AgreementsBenefit Plans”). Except as set forth in Exhibit 5.16, none of the EFO Group Companies maintains or contributes to any Benefit Plans nor does the Company or has any of its Subsidiaries have the EFO Group Companies taken any general severance action to obligate it under, or to institute any such plan or policyto materially amend such plan. For purposes Each of this Agreementthe EFO Group Companies has complied with all applicable Laws, “Company International Employee Plan” shall mean each Company Employee Plan terms and each government-mandated plan conditions of, and has no liabilities or program that has been adopted or maintained by Company or any Company ERISA Affiliate, whether informally or formally, or obligations with respect to which Company its Benefit Plans, and the Benefit Plans are valid and enforceable in accordance with their terms and conditions and all applicable laws. Any contributions required to be made by any of the EFO Group Companies to Benefit Plans, pension, social, medical, or other insurance for the Employees have been made, including for all persons, whether considered independent or as employees by such Company, who would be considered employees by Law. There are no liabilities with respect to the Benefit Plans, whether absolute, accrued, contingent, or otherwise, other than those set forth in Exhibit 5.16. The consummation of the transactions contemplated by this Agreement will not (i) entitle any current or former employee of any the EFO Group Companies to severance pay, unemployment compensation, or any Company ERISA Affiliate will payment contingent upon a change in control or may have ownership, or (ii) accelerate the time of payment or vesting, or increase the amount, of any liabilitycompensation due to any such employee or former employee. All liabilities or obligations of the EFO Group Companies and other benefits, including Christmas and other bonuses, 13th-month salaries, vacation and other allowances, and overtime compensation are fully reflected and accrued for in the benefit of Company Employees who perform services outside the United States. For the avoidance of doubt, this shall include, in Israel, manager’s insurance or other provident or pension funds which are not government-mandated but were set up to provide for Company’s legal obligation to pay statutory severance pay (Pitzuay Piturim) under the Severance Pay Law 5723-1963Interim Financial Statements.

Benefit Plans. From the date of the most recent audited financial statements included in the Company SEC Documents filed with the SEC prior to the date of this Agreement and other than Except as set forth on in Schedule 4.12, (i) neither the Company Disclosure Schedule, there Seller nor the Subsidiary maintains or otherwise has not been any adoption present or amendment in any material contingent liability with respect by the Company or any of its Subsidiaries of any collective bargaining agreement or any bonus, pension, profit sharing, deferred compensation, incentive compensation, stock ownership, stock purchase, stock option, phantom stock, retirement, vacation, severance, change in control, retention, disability, death benefit, hospitalization, medical or other plan, arrangement or understanding (whether or not legally binding) providing benefits to any current or former employeeBenefit Plan, officer, director or independent contractor (ii) none of the Company employees of the Seller or any the Subsidiary, as a result of its Subsidiaries (collectivelysuch employment, with the Company Pension Plans, any Company “employee welfare benefit plans” is covered by a Multiemployer Plan (as defined in Section 3(13(37) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) and (iii) neither the Seller nor the Subsidiary otherwise has any present or contingent liability with respect to any Multiemployer Plan. Except as set forth on Schedule 4.12, all Benefit Plans set forth on Schedule 4.12 comply in form and operation in all material respects with ERISA and other applicable law. The term "BENEFIT PLAN" means a plan or program, whether formal or informal, written or otherwise, which provides for payments to or on behalf of any employees or former employees or their respective beneficiaries in the form of cash, securities or otherwise, for any reason or reasons other than for the current payment of wages, salary or bonus for services rendered from which federal income tax withholding amounts are deducted. Neither the Seller, the Company International Employee Plans and Subsidiary, nor any member of any controlled group of corporations (as defined in Section 414(b) of the Company Employment AgreementsCode) of which the Seller or the Subsidiary is or was at any time a member, nor any member of any group of trades or businesses under common control (as defined in Section 414(c) of the Code) of which the Seller or the Subsidiary is or was at any time a member, is liable to, or reasonably could be expected to have liability to, the “Company Employee Plans”)Pension Benefit Guaranty Corporation or any Multiemployer Plan based on any underfunding, excluding standard employment agreements termination, partial termination, suspension or offer letters entered into in freezing of benefits of any employee pension plan that is subject to Title IV of the ordinary course of business consistent with past practice with employees outside the United States in accordance with local Law and offer letters, severance or employment agreements that have been entered into in the ordinary course of business or that provide for severance or change in control benefits with a value of less than $100,000ERISA. As of the date of this Agreementthe Closing, other than as set forth on neither the Company Disclosure Schedule, there are no employment, consulting, severance or termination agreements or arrangements (other than standard employment agreements or offer letters entered into in Seller nor the ordinary course of business consistent with past practice with employees outside the United States in accordance with local Law and offer letters, severance or employment agreements that have been entered into in the ordinary course of business or that provide for severance or change in control benefits to employees with a value of less than $100,000) between the Company or any of its Subsidiaries and any current or former employee, executive officer or director of the Company or any of its Subsidiaries (collectively, the “Company Employment Agreements”), nor does the Company or any of its Subsidiaries Subsidiary shall have any general severance plan liability to any employee pension or policy. For purposes of this Agreement, “Company International Employee Plan” shall mean each Company Employee Plan and each government-mandated plan or program that has been adopted or maintained by Company or any Company ERISA Affiliate, whether informally or formally, or with respect to which Company or any Company ERISA Affiliate will or may have any liability, for the benefit of Company Employees who perform services outside the United States. For the avoidance of doubt, this shall include, in Israel, manager’s insurance or other provident or pension funds which are not government-mandated but were set up to provide for Company’s legal obligation to pay statutory severance pay (Pitzuay Piturim) under the Severance Pay Law 5723-1963plan.

Benefit Plans. From the date of the most recent audited financial statements included (a) The Corporation and Glutino USA have in the Company SEC Documents filed with the SEC prior effect and have announced or publicly proposed to the date of this Agreement and other than as set forth on the Company Disclosure Schedulehave in effect only those bonus, there has not been any adoption or amendment in any material respect by the Company or any of its Subsidiaries of any collective bargaining agreement or any bonuscompensation, deferred compensation, pension, profit sharing, deferred compensationretirement, incentive compensationseverance, stock ownershipoption, stock purchase, stock option, phantom stock, retirement, vacation, severance, change in control, retention, disabilitygroup insurance, death benefit, hospitalizationwelfare, medical equity based, performance, change of control or other employee benefit plan, agreement, trust, fund arrangement or understanding (policy whether formal or not legally binding) providing benefits to any current informal, written or former employeeoral, officer, director or independent contractor for the benefit of the Company or any of its Subsidiaries Employees (collectively, each a “Benefit Plan”) listed on Schedule 4.27 and any Employee Agreement listed on Schedule 4.25. (b) Each Benefit Plan and Employee Agreement has been operated and administered in material compliance with its terms and with applicable Laws. All necessary filings with respect to each Benefit Plan with the Company Pension PlansIRS, the Department of Labor and any Company other Governmental Authorities have been timely filed. There is no pending or, to the knowledge of the Vendor, threatened material legal Action relating to the Benefit Plans (other than routine claims for benefits). (c) Each Benefit Plan that is intended to be qualified under Section 401(a) of the Code has received a favourable determination letter from the IRS as to its qualification under the Code and to the effect that each such trust is exempt from taxation under Section 501(a) of the Code, and, to the knowledge of the Vendor, nothing has occurred since the date of such determination letter that will adversely affect such qualification or tax-exempt status. (d) Neither the Corporation, Glutino USA nor any ERISA Affiliate presently sponsors, maintains, contributes to, nor is the Corporation, Glutino USA or any ERISA Affiliate required to contribute to, nor has the Corporation, Glutino USA nor any ERISA Affiliate ever sponsored, maintained, contributed to, or been required to contribute to, a pension plan which is subject to Title IV of ERISA. The Corporation has not incurred any material Liability under Title IV of ERISA or Section 302 of ERISA or Section 412 of the Code. At no time during the last six (6) years has the Corporation, Glutino USA or any ERISA Affiliate contributed to or been required to contribute to, or incurred any withdrawal liability (within the meaning of Section 4201 of ERISA) to any “employee welfare benefit plansmultiemployer plan” (as defined in Section 3(13(37) of ERISA or “multiple employer plan” under Section 4063 of ERISA). (e) Except as disclosed in Schedule 4.27, neither the Company International execution of this Agreement nor the consummation of the transactions contemplated hereby shall by itself or in connection with a future event require a payment, or cause the accelerated vesting of a right to a payment, under any Benefit Plan or under any Employee Plans and the Company Employment Agreements, the Agreement (“Company Employee PlansChange of Control Payments”). The consummation of the transaction contemplated hereby will not result in any present or future payment under any Benefit Plan or under any Employee Agreement that would constitute an “excess parachute payment” for purposes of Section 280G or 4999 of the Code, excluding standard employment agreements for which such payment would not be deductible by the Corporation. No payment under any Benefit Plan has or offer letters entered into in may subject any individual to any excise tax under Section 409A(d)(1) of the ordinary course of business consistent with past practice with employees Code. (f) With respect to Benefit Plans established, maintained or providing benefits to Employees outside the United States in accordance with local Law and offer lettersStates, severance or employment agreements that have been entered into in the ordinary course of business or that provide for severance or change in control benefits with a value are otherwise subject to the Laws of less than $100,000. As of the date of this Agreement, other than as set forth on the Company Disclosure Schedule, there are no employment, consulting, severance or termination agreements or arrangements (other than standard employment agreements or offer letters entered into in the ordinary course of business consistent with past practice with employees any jurisdiction outside the United States States, such Benefit Plans: (i) comply in accordance all material respects with local Law applicable Laws; (ii) if intended to quality for special tax treatment, meet all requirements for such treatment; (iii) if required to be funded, are fully funded; (iv) cannot reasonably, or reasonably be expected to, result in any material liability being imposed on the Corporation or Glutino USA; (v) are not a “registered pension plan” within the meaning of ITA; and offer letters, severance (vi) do not provide any benefits for retirees or employment agreements that have been entered into in their dependants. (g) Neither the ordinary course of business or that provide for severance or change in control benefits to employees with a value of less than $100,000) between the Company or Corporation nor Glutino USA has any of its Subsidiaries and any current or former employee, executive officer or director of the Company or any of its Subsidiaries (collectively, the “Company Employment Agreements”), nor does the Company or any of its Subsidiaries have any general severance plan or policy. For purposes of this Agreement, “Company International Employee Plan” shall mean each Company Employee Plan and each government-mandated plan or program that has been adopted or maintained by Company or any Company ERISA Affiliate, whether informally or formallyLiability to, or with respect to any benefit plan (other than a Benefit Plan listed on Schedule 4.27) which Company is now or previously has been sponsored, maintained, contributed to or required to be contributed to, by any Company ERISA Affiliate will Affiliate. (h) To the knowledge of the Vendor, neither the Corporation nor Glutino USA has classified an individual as an “independent contractor” or may of similar status who, according to a Benefit Plan, or applicable Law, should have any liabilityreasonably been classified as an employee. With respect to each Benefit Plan listed on Schedule 4.27, for the benefit Vendor and the Corporation have made available to the Purchaser true and complete copies of Company Employees who perform services outside such Benefit Plans and Employee Agreements. (i) None of the United States. For persons indicated on Schedule 9.5 deals at non-arm’s length (within the avoidance meaning of doubt, this shall include, in Israel, manager’s insurance or other provident or pension funds which are not government-mandated but were set up to provide for Company’s legal obligation to pay statutory severance pay (Pitzuay Piturimthe ITA) under with the Severance Pay Law 5723-1963Vendor.

Benefit Plans. From the date (a) Schedule 2.13(a) sets forth a true and complete list of the most recent audited financial statements included all “employee benefit plans” (as that term is defined in the Company SEC Documents filed with the SEC prior to the date Section 3(3) of this Agreement and other than as set forth on the Company Disclosure ScheduleERISA, there has not been any adoption or amendment in any material respect by the Company or any of its Subsidiaries of any collective bargaining agreement or any bonus, pension, profit sharing, deferred compensation, incentive compensation, stock ownership, stock purchase, stock option, phantom stock, retirement, vacation, severance, change in control, retention, disability, death benefit, hospitalization, medical or other plan, arrangement or understanding (whether or not legally bindingsuch employee benefit plans are subject to ERISA) providing benefits to as well as any health and welfare, bonus, stock option and deferred compensation plan, program or arrangement, under which the Company, or any entity that is a member of a “controlled group of corporations” with or is under “common control” with the Company as defined in Section 414(b) or (c) of the Code (“ERISA Affiliate”), has any material present or future obligations or material liability on behalf of any current or former employee, officer, director or independent contractor employee of the Company or the Seller or the dependents or beneficiaries of such employees (all of the foregoing being referred to in this Agreement as the “Company Benefit Plans”). (b) Except as would not reasonably be expected to have a Material Adverse Effect on the Company, (i) each Company Benefit Plan has been operated and administered in material compliance with its terms, ERISA, the Code and other Applicable Law, (ii) neither the Company nor any of its Subsidiaries (collectivelyERISA Affiliates, with nor to the Company Pension PlansKnowledge of the Company, any Company other “employee welfare benefit plansdisqualified person” or “party in interest” (as defined in Section 3(14975 of the Code and Section 3(14) of ERISA, respectively) with respect to a Company Benefit Plan has breached the fiduciary rules of ERISA or engaged in a prohibited transaction which could subject the Company to a material Tax or penalty imposed under Section 4975 of the Code or Sections 502(i), (j) or (l) of ERISA; and (iii) neither the Company nor any ERISA Affiliate has incurred any liability with respect to any Company Benefit Plans under Title IV of ERISA. (c) Except as required under Section 4980B of the Code or other similar Applicable Law, the Company International Employee Plans has no obligation to provide health benefits to any employee following termination of employment. (d) The Company has made available to Purchaser or to Purchaser’s counsel true and complete copies of the following documents relating to the Company Employment Agreements, Benefit Plans: (i) all Company Benefit Plan documents and (ii) the “Company Employee Plans”), excluding standard employment agreements or offer letters entered into in Form 5500 filed for the ordinary course of business consistent with past practice with employees outside the United States in accordance with local Law and offer letters, severance or employment agreements that have been entered into in the ordinary course of business or that provide most recent plan year for severance or change in control benefits with a value of less than $100,000. As of the date of this Agreement, other than as set forth on the Company Disclosure Schedule, there are no employment, consulting, severance or termination agreements or arrangements (other than standard employment agreements or offer letters entered into in the ordinary course of business consistent with past practice with employees outside the United States in accordance with local Law and offer letters, severance or employment agreements that have been entered into in the ordinary course of business or that provide for severance or change in control benefits to employees with a value of less than $100,000) between the Company or any of its Subsidiaries and any current or former employee, executive officer or director of the Company or any of its Subsidiaries (collectively, the “Company Employment Agreements”), nor does the Company or any of its Subsidiaries have any general severance plan or policy. For purposes of this Agreement, “Company International Employee Plan” shall mean each Company Employee Benefit Plan and each government-mandated plan or program that has been adopted or maintained by Company or any Company ERISA Affiliate, whether informally or formally, or with respect for which a Form 5500 is required to which Company or any Company ERISA Affiliate will or may have any liability, for the benefit of Company Employees who perform services outside the United States. For the avoidance of doubt, this shall include, in Israel, manager’s insurance or other provident or pension funds which are not government-mandated but were set up to provide for Company’s legal obligation to pay statutory severance pay (Pitzuay Piturim) under the Severance Pay Law 5723-1963be filed.

Benefit Plans. From the date (a) Schedule 2.26(a) of the most recent audited financial statements included Final Disclosure Schedule sets forth all employee compensation and benefit plans, agreements, commitments, practices or arrangements of any type (including, but not limited to, plans described in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)) offered, maintained or contributed to by the Company SEC Documents filed for the benefit of current or former employees, directors or managers, or with respect to which the SEC prior Company has or may have any liability, whether direct or indirect, actual or contingent (collectively, the “Benefit Plans”), and includes a written description of all oral Benefit Plans. There are no material compensation or benefit plans, agreements, commitments, practices or arrangements of any type providing benefits to employees, officers or directors, or with respect to which the date of this Agreement and Company may have any liability, other than as set forth on the Company Disclosure ScheduleBenefit Plans. (b) With respect to each Benefit Plan: (i) if intended to qualify under Section 401(a) of the Code, there such plan so qualifies, and its trust is exempt from taxation under Section 501(a) of the Code; (ii) such plan has not been any adoption or amendment administered and enforced in any accordance with its terms and all applicable Legal Requirements in all material respects; (iii) no breach of fiduciary duty has occurred with respect by to which the Company or any Benefit Plan may be liable or otherwise damaged in any material respect; (iv) no material disputes nor any audits or investigations by any Governmental Entity are pending or, to the knowledge of its Subsidiaries the Seller Parties, threatened; (v) no “prohibited transaction” (within the meaning of any collective bargaining agreement either Section 4975(c) of the Code or Section 406 of ERISA) has occurred with respect to which the Company or any bonusBenefit Plan may be liable or otherwise damaged in any material respect; (vi) all contributions, pensionpremiums, profit sharingand other payment obligations of the Company have been accrued on the financial statements of the Company, deferred compensationand, incentive compensationto the extent due, stock ownershiphave been made on a timely basis, stock purchasein all material respects; (vii) all contributions or benefit payments made or required to be made under such plan meet the requirements for deductibility under the Code; (viii) the Company has expressly reserved in itself the right to amend, stock option, phantom stock, retirement, vacation, severance, change in control, retention, disability, death benefit, hospitalization, medical modify or other terminate such plan, arrangement or understanding any portion of it, at any time without liability to itself; and (ix) no such plan requires the Company to continue to employ any employee, manager or director. (c) No Benefit Plan (whether or not legally bindingterminated) providing is, or has ever been, subject to Title IV of ERISA. (d) With respect to each Benefit Plan which provides welfare benefits to any current or former employee, officer, director or independent contractor of the Company or any of its Subsidiaries (collectively, with the Company Pension Plans, any Company “employee welfare benefit plans” (as defined type described in Section 3(1) of ERISA): (i) no such plan provides medical or death benefits with respect to current or former employees, the Company International Employee Plans and the Company Employment Agreementsofficers, the “Company Employee Plans”), excluding standard directors or consultants (or any spouse or dependent thereof) beyond their termination of employment agreements (or offer letters entered into in the ordinary course case of business consistent with past practice with employees outside the United States in accordance with local Law and offer lettersdirectors or consultants, severance or employment agreements that have been entered into in the ordinary course termination of business or that provide for severance or change in control benefits with a value of less than $100,000. As of the date of this Agreementservice), other than as set forth on the Company Disclosure Schedule, there are no employment, consulting, severance or termination agreements or arrangements (other than standard employment agreements or offer letters entered into in the ordinary course coverage mandated by Sections 601-608 of business consistent with past practice with employees outside the United States in accordance with local Law ERISA and offer letters, severance or employment agreements that have been entered into in the ordinary course of business or that provide for severance or change in control benefits to employees with a value of less than $100,0004980B(f) between the Company or any of its Subsidiaries and any current or former employee, executive officer or director of the Company Code or any of its Subsidiaries similar state Legal Requirement (collectively, the “Company Employment Agreements”), nor does the Company or any of its Subsidiaries have any general severance ii) each such plan or policy. For purposes of this Agreement, “Company International Employee Plan” shall mean each Company Employee Plan and each government-mandated plan or program that has been adopted administered in compliance with Sections 601-609 of ERISA and 4980B(f) of the Code; (iii) no such plan is or maintained by Company is provided through a “multiple employer welfare arrangement” within the meaning of Section 3(40) of ERISA; and (iv) no such plan has reserves, assets, surpluses or prepaid premiums. (e) The consummation of the Transactions will not (i) entitle any Company ERISA Affiliateindividual to severance pay, whether informally (ii) accelerate the time of payment or formallyvesting under any Benefit Plan, or with respect (iii) increase the amount of compensation or benefits due to which Company or any Company ERISA Affiliate will or may have any liability, for the benefit of Company Employees who perform services outside the United States. For the avoidance of doubt, this shall include, in Israel, manager’s insurance or other provident or pension funds which are not government-mandated but were set up to provide for Company’s legal obligation to pay statutory severance pay (Pitzuay Piturim) under the Severance Pay Law 5723-1963individual.

Benefit Plans. From (a) PENSION BENEFIT PLANS The Disclosure Schedule lists and the date Sellers have delivered to the Purchaser true and complete copies of all plans, programs, agreements, commitments and arrangements maintained by or on behalf of Sellers that provide benefits to, or for the benefit of, any employee or former employee of Sellers (or their spouses, dependents or beneficiaries) that is an "employee pension benefit plan" as such term is defined in Section 3(2) of the most recent audited financial statements included Employee Retirement Income Security Act of 1974, as amended ("ERISA") (the "PLANS"), including without limitation any such plan that is excluded from coverage by Section 4 of ERISA or is a "MULTIEMPLOYER PLAN" within the meaning of Section 3(37) of ERISA. Each Plan that is not a Multiemployer Plan has been operated in the Company SEC Documents filed all material respects in accordance with its terms and in compliance in all material respects with the SEC prior applicable provisions of ERISA, the Code and all other applicable law. All Plans that are not Multiemployer Plans which the Sellers operate as plans that are qualified under Section 401(a) of the Code satisfy in all material respects in form and operation all applicable qualification requirements. Neither the Sellers nor any other "person" within the meaning of Section 7701(a)(1) of the Code, that together with the Sellers are considered a single employer pursuant to Sections 414(b), (c), (m) or (o) of the Code or Sections 3(5) or 4401(b)(1) of ERISA (an "AFFILIATED ORGANIZATION"), sponsors, maintains, contributes to or is required to contribute to, or has sponsored, maintained, contributed to or been required to contribute to, a plan which is subject to the date requirements of this Agreement Section 412 of the Code or Section 302 of ERISA or which is covered by Title IV of ERISA. Neither the Sellers nor any Affiliated Organization is contributing to, is or has been required to contribute to, or could have any liability of any nature, whether known or unknown, direct or indirect, fixed or contingent, arising under or in connection with, any Plan which is a Multiemployer Plan. Neither the Sellers nor any Affiliated Organization has, with respect to any Plan, engaged in any prohibited transaction as defined in Sections 406 and other than 407 of ERISA or Section 4975 of the Code which is not exempt from both the penalty in Section 502(i) of ERISA and the excise tax in Section 4975 of the Code. (b) WELFARE BENEFIT PLANS Except as set forth on in the Company Disclosure Schedule: Neither the Sellers nor any Affiliated Organization sponsors, there maintains, contributes to, is required to contribute to or has not been or could have any adoption or amendment in any material respect by the Company or any of its Subsidiaries liability of any collective bargaining agreement nature, whether known or any bonusunknown, pensiondirect or indirect, profit sharing, deferred compensation, incentive compensation, stock ownership, stock purchase, stock option, phantom stock, retirement, vacation, severance, change in control, retention, disability, death benefit, hospitalization, medical fixed or other plan, arrangement or understanding (whether or not legally binding) providing benefits to any current or former employee, officer, director or independent contractor of the Company or any of its Subsidiaries (collectivelycontingent, with the Company Pension Plansrespect to, any Company “"employee welfare benefit plans” plan" ("WELFARE PLAN") as such term is defined in Section 3(1) of ERISA), whether insured or otherwise, including without limitation any such plan that is excluded from coverage by Section 4 of ERISA or is a Multiemployer Plan within the Company International Employee Plans and the Company Employment Agreements, the “Company Employee Plans”), excluding standard employment agreements or offer letters entered into meaning of Section 3(37) of ERISA. Each Welfare Plan that is not a Multiemployer Plan has been operated in the ordinary course of business consistent with past practice with employees outside the United States all material respects in accordance with local Law its terms and offer lettersin compliance in all material respects with the applicable provisions of ERISA, severance the Code and all other applicable Law. Benefits under each Welfare Plan other than a Multiemployer Plan are fully insured by an insurance company unrelated to the Sellers or employment agreements that have been entered into any Affiliated Organization. No insurance contract or policy requires or permits any retroactive increase in premiums or payments due thereunder. Each insurance contract may be transferred to or assumed by the ordinary course Purchaser without the consent of business or that provide for severance or any other person and without any change in control benefits any material term of such contract. Neither the Sellers nor any Affiliated Organization has established or contributed to, or is required to contribute to or has or could have any liability of any nature, whether known or unknown, direct or indirect, fixed or contingent, with a value respect to any "voluntary employees' beneficiary association" within the meaning of less than $100,000. As Section 501(c)(9) of the date Code, "welfare benefit fund" within the meaning of this AgreementSection 419 of the Code, "qualified asset account" within the meaning of Section 419A of the Code or "multiple employer welfare arrangement" within the meaning of Section 3(40) of ERISA. Neither the Sellers nor any Affiliated Organization is contributing to, is or has been required to contribute to any Welfare Plan which is a Multiemployer Plan. Neither the Sellers nor any Affiliated Organization maintains, contributes to or has or could have any liability of any nature, whether known or unknown, direct or indirect, fixed or contingent, with respect to medical, health, life or other welfare benefits for present or future terminated employees or their spouses or dependents other than as set forth on required by Part 6 of Subtitle B of Title I of ERISA, Section 4980B of the Company Disclosure Schedule, there are no employment, consulting, severance or termination agreements or arrangements (other than standard employment agreements or offer letters entered into in the ordinary course of business consistent with past practice with employees outside the United States in accordance with local Law and offer letters, severance or employment agreements that have been entered into in the ordinary course of business or that provide for severance or change in control benefits to employees with a value of less than $100,000) between the Company Code or any of its Subsidiaries and any current or former employee, executive officer or director of the Company or any of its Subsidiaries (collectively, the “Company Employment Agreements”), nor does the Company or any of its Subsidiaries have any general severance plan or policy. For purposes of this Agreement, “Company International Employee Plan” shall mean each Company Employee Plan and each government-mandated plan or program that has been adopted or maintained by Company or any Company ERISA Affiliate, whether informally or formally, or with respect to which Company or any Company ERISA Affiliate will or may have any liability, for the benefit of Company Employees who perform services outside the United States. For the avoidance of doubt, this shall include, in Israel, manager’s insurance or other provident or pension funds which are not government-mandated but were set up to provide for Company’s legal obligation to pay statutory severance pay (Pitzuay Piturim) under the Severance Pay Law 5723-1963comparable state law.

Benefit Plans. From the date (a) Section 2.15 of the most recent audited financial statements included in the Company SEC Documents filed with the SEC prior to the date of this Agreement and other than as set forth on the Company Disclosure ScheduleSchedule sets forth a complete and accurate listing of any employee benefit program, there arrangement, contract or plan (including, without limitation, any consulting agreement providing for annual compensation in excess of $10,000, any severance, deferred compensation, bonus, stock option, stock purchase, phantom stock, and stock appreciation plan or agreement, any vacation pay plan or severance pay plan or arrangement, and any “employee benefit plan,” as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974 (“ERISA”)) which the Company and any subsidiary of the Company or other trade or business (whether or not incorporated) treated as a single employer with the Company pursuant to Section 414(b), (c), (m) or (o) of the Code (an “ERISA Affiliate”) currently provides, contributes to or maintains, or has not provided, contributed to or maintained within the six (6) years preceding the Closing Date (“Plans”). The Company has delivered to the Buyer complete and accurate copies of each of the Plans, or a summary plan description thereof, and any insurance contracts or policies or trust agreements relating to the Plans. Each Plan (and each related trust, insurance contract or fund) has been established and administered in all respects in accordance with its terms and is in material compliance with the applicable provisions of ERISA, COBRA, HIPAA, the Code and other applicable Laws. All filings and reports as to each Plan required to have been submitted to the Internal Revenue Service or to the United States Department of Labor have been duly and timely submitted. No act or omission has occurred and no condition exists with respect to any adoption or amendment in any material respect Plan maintained by the Company or any of its Subsidiaries of any collective bargaining agreement or any bonus, pension, profit sharing, deferred compensation, incentive compensation, stock ownership, stock purchase, stock option, phantom stock, retirement, vacation, severance, change in control, retention, disability, death benefit, hospitalization, medical or other plan, arrangement or understanding (whether or not legally binding) providing benefits to any current or former employee, officer, director or independent contractor of ERISA Affiliate that would subject the Company or any ERISA Affiliate to any (i) fine, penalty, tax or Liability of any kind imposed under ERISA or the Code, or (ii) Liability for any such penalty, tax or Liability under any contractual indemnification or contribution obligation protecting any fiduciary, insurer or service provider with respect to any Plan. (b) The Company and any ERISA Affiliate have adopted such resolutions and taken such further corporate actions as necessary to ensure that the Company’s Retirement Plan (the “401(k) Plan”) is amended to bring its Subsidiaries provisions into compliance with current law. There are no inquiries or investigation by any Governmental Entity, termination proceedings or other claims (collectivelyexcept claims for benefits payable in the normal operation of the Plans and proceedings with respect to qualified domestic relations orders), with suits or proceedings against or involving any Plan or asserting any such claims under any Plan. No Plan, plan documentation or agreement, summary plan description or other written communication distributed generally to employees by its terms prohibits the Company Pension Plansfrom amending or termination any such Plan and any Plan may be terminated without Liability to the Company or the Buyer, except for benefits accrued through the date of termination and the administrative and professional costs incurred in such transaction. (c) No employee benefit program, arrangement, contract or plan exists or has existed within the six (6) years preceding the Closing Date with respect to which the Company or any ERISA Affiliate could incur liability under Section 4069, 4212(c) or 4204 of ERISA or Section 412 of the Code. (d) All contributions (including all employer contributions and employee salary reduction contributions) which are due have been paid to each such Plan, and all premiums which are due have been paid with respect to any insured benefits. There are no unfunded obligations under any Plan providing benefits after termination of employment to any employee of the Company “employee welfare benefit plans” (or to any beneficiary of any such employee), including, without limitation, retiree health coverage and deferred compensation, but excluding continuation of health coverage required to be continued under Section 4980B of the Code or any similar state law and insurance conversion privileges under state law. The Company has properly accrued all Liabilities relating to the Plans in accordance with GAAP, subject to the Reference Calculations. (e) There have been no prohibited transactions, as defined in Section 3(1) 406 of ERISA), involving any of the Plans. (f) No excise taxes are due with respect to any of the Plans. (g) The Company International Employee Plans shall comply with the provisions of Section 4980B of the Code and Sections 601 through and including Section 608 of ERISA with respect to all of the Company Employment Agreements, Company’s past and present employees and beneficiaries eligible to receive benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“Company Employee PlansCOBRA”). (h) Neither the Company, excluding standard employment agreements or offer letters entered into in the ordinary course of business consistent with past practice with employees outside the United States in accordance with local Law and offer lettersnor any officer, severance or employment agreements that have been entered into in the ordinary course of business or that provide for severance or change in control benefits with a value of less than $100,000. As of the date of this Agreement, other than as set forth on the Company Disclosure Schedule, there are no employment, consulting, severance or termination agreements or arrangements (other than standard employment agreements or offer letters entered into in the ordinary course of business consistent with past practice with employees outside the United States in accordance with local Law and offer letters, severance or employment agreements that have been entered into in the ordinary course of business or that provide for severance or change in control benefits to employees with a value of less than $100,000) between the Company or any of its Subsidiaries and any current or former employee, executive officer employee or director of the Company or Company, has engaged in any of its Subsidiaries (collectivelyconduct, the “Company Employment Agreements”), nor does the Company or any of its Subsidiaries have any general severance plan or policy. For purposes of this Agreement, “Company International Employee Plan” shall mean each Company Employee Plan and each government-mandated plan or program that has been adopted or maintained by Company or any Company ERISA Affiliate, whether informally or formally, or with respect to which the termination of any employee of the Company or that could result in any Company ERISA Affiliate will or may have liability to Buyer under any liabilityapplicable Law relating to the termination of employees, for including without limitation, the benefit of Company Employees who perform services outside the United States. For the avoidance of doubt, this shall include, in Israel, manager’s insurance or other provident or pension funds which are not government-mandated but were set up to provide for Company’s legal obligation to pay statutory severance pay (Pitzuay Piturim) under the Severance Pay Law 5723-1963WARN Act.

Benefit Plans. From the date ( ) Seller has furnished to Purchaser a correct, complete and current copy of the most recent audited financial statements included in the Company SEC Documents filed with the SEC prior to the date of this Agreement and other than as each plan, program, policy or arrangement which is set forth on the Company Disclosure Schedule, there has not been any adoption in writing and which provides cash or amendment in any material respect by the Company property or any of its Subsidiaries other compensation related benefits of any collective bargaining agreement kind or any bonus, pension, profit sharing, deferred compensation, incentive compensation, stock ownership, stock purchase, stock option, phantom stock, retirement, vacation, severance, change in control, retention, disability, death benefit, hospitalization, medical description whatsoever to or other plan, arrangement or understanding (whether or not legally binding) providing benefits to on behalf of any current or former employee, officer, director or independent contractor employee of the Company Seller employed primarily with respect to the Business or any of its Subsidiaries their dependents and a complete description of any such plan, program, policy or arrangement which is not set forth in writing (collectively, the "Benefit Plans"). Each Benefit Plan is listed on Schedule 3.11. (a) Seller has furnished to Purchaser a correct, complete and current copy of all employee handbooks currently made available to the Seller's employees with respect to the (b) The Seller is not a party to any employment related contract or agreement of any kind whatsoever relating to the Company Pension PlansBusiness, any Company “employee welfare benefit plans” multiemployer plan (as defined in under Section 3(13(37) of ERISA), which is, or purports to be, binding in any way whatsoever on Purchaser, and there is no provision in any employment related contract or agreement or Benefit Plan specifically imposing any liability on Purchaser. (c) The Seller has not made a statement or representation of any kind or description whatsoever to the Company International Employee Plans Company's employees with respect to their possible employment by Purchaser or, if employed by Purchaser, their possible compensation or benefit package from Purchaser. 11. Labor Relations. Since January 23, 1996 and, to the knowledge of Seller (based solely upon inquiry of J. Read ▇▇▇▇▇ and the Company Employment Agreementsrepresentations and warranties made to the Seller in that certain Stock Purchase Agreement, the “Company Employee Plans”dated as of September 30, 1995, by and among Seller, ▇▇. ▇▇▇▇▇ and certain other individuals), excluding standard employment agreements or offer letters entered into in the ordinary course of business consistent with past practice with employees outside the United States in accordance with local Law and offer letterssince December 31, severance or employment agreements that have been entered into in the ordinary course of business or that provide for severance or change in control benefits with a value of less than $100,000. As of the date of this Agreement1992, other than except as set forth on in Schedule 3.12, (a) the Company Disclosure Schedule, there are no employment, consulting, severance or termination agreements or arrangements (other than standard employment agreements or offer letters entered into in the ordinary course of business consistent with past practice with employees outside the United States in accordance with local Law and offer letters, severance or employment agreements that have been entered into in the ordinary course of business or that provide for severance or change in control benefits to employees with a value of less than $100,000) between the Company or any of its Subsidiaries and any current or former employee, executive officer or director of the Company or any of its Subsidiaries (collectively, the “Company Employment Agreements”), nor does the Company or any of its Subsidiaries have any general severance plan or policy. For purposes of this Agreement, “Company International Employee Plan” shall mean each Company Employee Plan and each government-mandated plan or program that has been adopted or maintained by Company or any Company ERISA Affiliate, whether informally or formally, or Seller with respect to the Business have not been and are not represented by a labor organization which Company was either National Labor Relations Board ("NLRB") certified or voluntarily recognized; (b) the Seller has not been and is not a signatory to a collective bargaining agreement with any labor organization that relates to the Business; (c) no representation election petition has been filed by employees of the Seller with respect to the Business or is pending with the NLRB and no union organizing campaign involving employees of the Seller with respect to the Business has occurred or is in progress; (d) no NLRB unfair labor practice claims have been filed and/or are presently pending against the Seller with respect to the Business or any Company ERISA Affiliate will labor organization representing its employees; (e) no grievance or may have any liabilityarbitration demand, for whether or not filed pursuant to a collective bargaining agreement, has been filed or is pending against the benefit of Company Employees who perform services outside Seller with respect to the United States. For the avoidance of doubtBusiness; (f) no hand billing, this shall includepicketing, in Israelwork stoppage (sympathetic or otherwise), manager’s insurance or other provident "concerted action" involving the employees of the Business has occurred or pension funds which are not government-mandated but were set up is in progress; (g) no breach of contract and/or denial of fair representation claim has been filed or is pending against the Seller with respect to provide the Business and/or any labor organization representing its employees; (h) no claim for Company’s legal obligation to pay statutory severance pay (Pitzuay Piturim) unpaid wages or overtime or for child labor or record keeping violations has been filed or is pending under the Severance Fair Labor Standards Act, ▇▇▇▇▇-▇▇▇▇▇ Act, ▇▇▇▇▇-▇▇▇▇▇▇ Act, or Service Contract Act or any other federal, state, local or foreign law, regulation, or ordinance; (i) no discrimination and/or retaliation claim has been filed or is pending against the Seller with respect to the Business under the 1866 or 1964 Civil Rights Acts, the Equal Pay Law 5723-1963.Act, the Age Discrimination in Employment Act, as amended, the Americans with Disabilities Act, the Family and Medical Leave Act, the Fair Labor Standards Act, ERISA or any other federal law or any comparable state fair employment practices act or foreign law regulating discrimination in the workplace; (j) if the Seller is a federal or state contractor obligated to develop and maintain an affirmative action plan, no discrimination

Benefit Plans. From (a) The Corporation and each Subsidiary has made available to Buyer true and correct copies of all Benefit Plans and, to the date extent applicable, all related trust agreements, summary plan descriptions, actuarial reports, insurance contracts, administrative service agreements, maintained for the benefit of, or relating to, any current or former employee of the most recent audited financial statements included Corporation, each Subsidiary, and any Affiliate. (b) With respect to the Benefit Plans, individually and in the Company SEC Documents filed with the SEC prior aggregate, (i) no event has occurred, and to the date Knowledge of this Agreement the Corporation, there exists no condition or set of circumstances in connection with which the Corporation could be subject to any liability that is reasonably expected to have a Material Adverse Effect. (c) With respect to the Benefit Plans, individually and other than in the aggregate, there are no funded benefit obligations for which contributions have not been made or properly accrued, and there are no unfunded benefit obligations that have not been accounted for by reserves or otherwise properly footnoted in accordance with GAAP in the Financial Statements, which obligations are reasonably expected to have a Material Adverse Effect. (d) With respect to each Benefit Plan, to the Knowledge of the Corporation, neither such Benefit Plan, nor any trustee, administrator, fiduciary, agent or employee thereof has at any time been involved in a transaction, which could create a liability that is reasonably expected to have a Material Adverse Effect. (e) Except as set forth on in Schedule 3.13 of the Company Corporation Disclosure Schedule, there has not been neither the Corporation nor any adoption of its Subsidiaries is a party to any oral or amendment written (i) union or collective bargaining agreement, (ii) agreement with any officer or other key employee of the Corporation or any of its Subsidiaries, the benefits of which are contingent, or the terms of which are materially altered, upon the occurrence of a change in control of the Corporation or other transaction involving the Corporation of the nature contemplated by this Agreement, (iii) agreement with any material respect by officer of the Company Corporation or any of its Subsidiaries providing any term of employment or compensation guarantee (iv) agreement or plan, including any stock option plan, stock appreciation right plan, restricted stock plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any collective bargaining of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement; or (v) agreement or any bonuscommitment to provide health care, pension, profit sharing, deferred compensation, incentive compensation, stock ownership, stock purchase, stock option, phantom stock, retirement, vacation, severance, change in control, retention, disability, death benefit, hospitalization, medical or other plan, arrangement or understanding (whether or not legally binding) providing benefits to any current or former employee, officer, director or independent contractor of the Company or any of its Subsidiaries (collectively, with the Company Pension Plans, any Company “employee welfare benefit plans” (as defined in Section 3(1) of ERISA), the Company International Employee Plans and the Company Employment Agreements, the “Company Employee Plans”), excluding standard employment agreements or offer letters entered into in the ordinary course of business consistent with past practice with employees outside the United States in accordance with local Law and offer letters, severance or employment agreements that have been entered into in the ordinary course of business or that provide for severance or change in control benefits with a value of less than $100,000. As of the date of this Agreement, other than as set forth on the Company Disclosure Schedule, there are no employment, consulting, severance or termination agreements or arrangements (other than standard employment agreements or offer letters entered into in the ordinary course of business consistent with past practice with employees outside the United States in accordance with local Law and offer letters, severance or employment agreements that have been entered into in the ordinary course of business or that provide for severance or change in control benefits to employees with a value of less than $100,000) between the Company or any of its Subsidiaries and any current or former employee, executive officer or director of the Company or any of its Subsidiaries (collectively, the “Company Employment Agreements”), nor does the Company or any of its Subsidiaries have any general severance plan or policy. For purposes of this Agreement, “Company International Employee Plan” shall mean each Company Employee Plan and each government-mandated plan or program that has been adopted or maintained by Company or any Company ERISA Affiliate, whether informally or formally, or with respect to which Company or any Company ERISA Affiliate will or may have any liability, for the benefit of Company Employees who perform services outside the United States. For the avoidance of doubt, this shall include, in Israel, manager’s life insurance or other provident or pension funds which are not government-mandated but were set up to provide benefits after termination of employment, except for Company’s legal obligation to pay statutory severance pay (Pitzuay Piturim) retirement benefits under the Severance Pay Law 5723-1963Corporation's retirement plans. (f) Nothing contained in this Agreement shall limit or restrict the Corporation's or the Buyer's right from and after the Closing Date to amend or modify any Benefit Plan in such manner as the Corporation or the Buyer deems appropriate or to terminate a Benefit Plan.

Benefit Plans. From the date (a) Section 2.14(a) of the most recent audited financial statements included in the Company SEC Documents filed with the SEC prior to the date of this Agreement and other than as set forth on the Company Disclosure ScheduleSchedule sets forth each employee benefit plan, there has not been any adoption policy, program, practice, agreement, understanding, arrangement or amendment in any material respect by the Company commitment (whether written or any of its Subsidiaries underwritten) providing compensation, benefits or perquisites of any collective bargaining agreement or any bonuskind, pension, profit sharingincluding executive compensation, deferred compensation, incentive compensation, stock ownership, stock purchase, stock option, phantom restricted stock, retirementperformance share, bonus and other incentive plans, pension, profit sharing, savings, thrift or retirement plans, employee stock ownership plans, life, health, dental and disability plans, vacation, severanceseverance pay, change in controlsick leave or dependent care plans, retentionany cafeteria or tuition reimbursement plans and any "employee benefit plans" within the meaning of Section g(3) of the Employee Retirement Income Security Act of 1974, disability, death benefit, hospitalization, medical or other plan, arrangement or understanding as amended ("ERISA") (whether or not legally bindingsubject to ERISA), all employment, severance, golden parachute or similar agreements (individually, an "EMPLOYEE BENEFIT PLAN" and collectively, the "EMPLOYEE BENEFIT PLANS"), currently or within the past six years maintained by, contributed by or with respect to which an obligation to contribute exists on the part of the Company or any of its trades or businesses, whether or not incorporated, which, together with the Company, is treated as a single employer under Section 414 of the Code (collectively, "ERISA AFFILIATES"), or with respect to which the Company or any ERISA Affiliate may have any liability or obligation (direct, indirect, contingent or otherwise) providing benefits to any current or employee, former employee, officer, director or independent contractor former director (or any of their dependents or beneficiaries) of the Company or any of its Subsidiaries or to any governmental entity. There have been delivered to Parent complete and correct copies of all written Employee Benefit Plans and any related trust agreements, insurance and other contracts and other funding arrangements, written descriptions of all unwritten Employee Benefit Plans, the current summary plan descriptions and current summaries of material modifications relating to each Employee Benefit Plan, the two most recent Forms 5500 required to have been filed with any appropriate government agency with respect to each Employee Benefit Plan, the most recent favorable determination letter issued for each Employee Benefit Plan and related trust that is intended to satisfy the qualification requirements of sections 401(a) and 501(a) of the Code (collectivelyand the latest IRS form 5300 or 5307, whichever is applicable, filed with the IRS for each such Employee Benefit Plan), and all collective bargaining agreements pursuant to which an Employee Benefit Plan is maintained or contributions to an Employee Benefit Plan are or have been made. (b) No Employee Benefit Plan is, a "DEFINED BENEFIT PLAN" within the meaning of section 3(35) of ERISA to which ERISA applies applicable to or a plan to which the funding requirements of Section 412 of the Code or 302 of ERISA and neither the Company Pension Plansnor any ERISA Affiliate has or could have any liability with respect to any such plan. Neither the Company nor any ERISA Affiliate has ever contributed to, or withdrawn in a complete or partial withdrawal from, any Company “employee welfare benefit plans” multi-employer plan (as defined in Section 3(1) within the meaning of Subtitle E of Title IV of ERISA) or incurred contingent liability under Section 4204 of ERISA. No Employee Benefit Plan provides for medical or health benefits (through insurance or otherwise) to individuals other than current employees of the Company (or spouses and dependents of such employees), except to the Company International Employee Plans and extent necessary to comply with "APPLICABLE BENEFITS LAW" (including, without limitation, section 4980B of the Company Employment Agreements, the “Company Employee Plans”Code), excluding standard employment agreements and there has been no communication to any person that could reasonably be expected to promise or offer letters entered into in guarantee any employee, former employee (or any spouse, dependent or domestic partner of any employee or former employee) any retiree medical, life or other retiree benefits. "Applicable Benefits Law" refers to the ordinary course of business consistent with past practice with employees outside legal requirements (whether imposed by common law, statue or regulation or otherwise) applicable to employee benefit plans sponsors thereof or their affiliates, services providers thereto or fiduciaries thereof or their affiliates or parties related thereto or their affiliates by the United States in accordance or any political subdivision thereof (including any requirements enforced by the IRS with local Law and offer letters, severance or employment agreements that have been entered into in the ordinary course of business or that provide for severance or change in control respect to employee benefit plans intended to confer tax benefits with a value of less than $100,000. As of the date of this Agreement, other than as set forth on the Company Disclosure Schedule, there are no employment, consulting, severance or termination agreements or arrangements (other than standard employment agreements or offer letters entered into in the ordinary course of business consistent with past practice with employees outside the United States in accordance with local Law and offer letters, severance or employment agreements that have been entered into in the ordinary course of business or that provide for severance or change in control benefits to employees with a value of less than $100,000) between the Company or any of its Subsidiaries and any current or former employee, executive officer or director of the Company or any of its Subsidiaries (collectively, the “Company Employment Agreements”employees), nor does the Company or any of its Subsidiaries have any general severance plan or policy. For purposes of this Agreement, “Company International Employee Plan” shall mean each Company Employee Plan and each government-mandated plan or program that has been adopted or maintained by Company or any Company ERISA Affiliate, whether informally or formally, or with respect to which Company or any Company ERISA Affiliate will or may have any liability, for the benefit of Company Employees who perform services outside the United States. For the avoidance of doubt, this shall include, in Israel, manager’s insurance or other provident or pension funds which are not government-mandated but were set up to provide for Company’s legal obligation to pay statutory severance pay (Pitzuay Piturim) under the Severance Pay Law 5723-1963.

Benefit Plans. From (a) Section 3.14(a) of the Seller Disclosure Schedule contains a true and complete list, as of the date hereof, of the most recent audited financial statements included in the Company SEC Documents filed with the SEC prior to the date of this Agreement each deferred compensation, incentive compensation, equity purchase, equity option and other than as set forth on equity compensation plan, program or agreement; each severance or termination pay, medical, surgical, hospitalization, life insurance and other “welfare” plan, fund or program (within the Company Disclosure Schedulemeaning of section 3(1) of ERISA); each profit-sharing, there has not been any adoption equity bonus or amendment other “pension” plan, fund or program (within the meaning of section 3(2) of ERISA); each employment, termination or severance agreement; and each other material employee benefit plan, fund, program or agreement, in any material respect each case, that is sponsored, maintained, or contributed to by the Company or any of its Subsidiaries or maintained by Seller for the benefit of any collective bargaining agreement employees of the Company or its Subsidiaries or in which employees of the Company or its Subsidiaries participate (the “Company Plans”), and Section 3.14(a) of the Seller Disclosure Schedule indicates which of such Company Plans, if any, are sponsored or maintained by the Company or any bonusSubsidiary thereof. With respect to each Company Plan, pensionSeller has heretofore made available to Purchaser true and complete copies, profit sharingto the extent applicable, deferred compensationof the plan documents and any amendments thereto and any related trust or other funding vehicle and any reports or summaries required under ERISA or the Code. (b) To the Knowledge of Seller, incentive compensation(i) no liability under Title IV or Section 302 of ERISA has been incurred by the Company or any Subsidiary thereof that has not been satisfied in full, stock ownershipand (ii) no condition exists that presents a material risk to the Company or any Subsidiary thereof of incurring any such liability. Neither the Company nor any ERISA Affiliate thereof contributes to, stock purchaseor since December 5, stock option2007 has contributed to or has (or, phantom stockat any time since December 5, retirement2007, vacationhad any liability or obligation, severancewhether actual or contingent), change with respect to any plan that is, (i) a “multiemployer pension plan”,” as defined in controlsection 3(37) of ERISA, retention(ii) a pension plan subject to Title IV or Section 302 of ERISA or Section 412 of the Code, disability(iii) a voluntary employees’ beneficiary association under Section 401(c)(9) of the Code, death benefitor (iv) a welfare benefit fund within the meaning of Section 419(e) of the Code. To the extent that a plan that is sponsored by the Company or any ERISA Affiliate is subject to Section 409A of the Code, any such plan or program complies with the requirements of this Section, and no plan failure has occurred which would subject any covered person to the tax specified in Section 409A(a)(1)(B) of the Code. (c) Each Company Plan has been operated and administered in all material respects as it relates to employees of the Company in accordance with its terms and applicable Law, including ERISA and the Code. (d) No Company Plan provides medical, surgical, hospitalization, medical death or other plan, arrangement or understanding similar benefits (whether or not legally bindinginsured) providing benefits to any for current or former employee, officer, director or independent contractor employees of the Company or any Subsidiary for periods extending beyond their retirement dates or other termination of its Subsidiaries (collectively, with the Company Pension Plans, any Company “employee welfare benefit plans” (as defined in Section 3(1) of ERISA), the Company International Employee Plans and the Company Employment Agreements, the “Company Employee Plans”), excluding standard employment agreements or offer letters entered into in the ordinary course of business consistent with past practice with employees outside the United States in accordance with local Law and offer letters, severance or employment agreements that have been entered into in the ordinary course of business or that provide for severance or change in control benefits with a value of less than $100,000. As of the date of this Agreementservice, other than coverage mandated by applicable Law. (e) Except as set forth on Section 3.14(e) of the Company Seller Disclosure Schedule, there are no employmentthe consummation of the transactions contemplated by this Agreement will not, consultingeither alone or in combination with another event, severance or termination agreements or arrangements (other than standard employment agreements or offer letters entered into in the ordinary course of business consistent with past practice with employees outside the United States in accordance with local Law and offer letters, severance or employment agreements that have been entered into in the ordinary course of business or that provide for severance or change in control benefits to employees with a value of less than $100,000i) between the Company or any of its Subsidiaries and entitle any current or former employee, executive officer or director employee of the Company or any Subsidiary to severance pay, unemployment compensation, or any other payment under any Company Plan, or (ii) accelerate the time of its Subsidiaries payment or vesting, or increase the amount of compensation due any such employee under any Company Plan. (collectivelyf) There are no pending or, to the “Knowledge of Seller, threatened claims by or on behalf of any Company Employment Agreements”Plan, by any employee or beneficiary covered under any such Company Plan, or otherwise involving any such Company Plan (other than routine claims for benefits), nor does in each case relating to any employee of the Company or any Subsidiary thereof. (g) The Seller’s 401k plan is not presently under audit or examination (nor has notice been received of its Subsidiaries have any general severance plan a potential audit or policy. For purposes examination) by the IRS, the Department of this AgreementLabor, “Company International Employee Plan” shall mean each Company Employee Plan and each government-mandated plan or program that has been adopted or maintained by Company or any Company ERISA Affiliateother Governmental Entity, whether informally or formally, or and no matters are pending with respect to which Company or any Company ERISA Affiliate will or may have any liability, for the benefit of Company Employees who perform services outside the United States. For the avoidance of doubt, this shall include, in Israel, manager’s insurance or other provident or pension funds which are not government-mandated but were set up to provide for Company’s legal obligation to pay statutory severance pay (Pitzuay Piturim) such plan under the Severance Pay Law 5723-1963IRS’s voluntary compliance program, it closing agreement, or similar programs.

Benefit Plans. From the date of the most recent audited financial statements included in the Company SEC Documents filed with the SEC prior to the date of this Agreement and other than (a) Except as set forth on the Company Disclosure Schedule, there has not been any adoption or amendment in any material respect by the Company or any of its Subsidiaries of any collective bargaining agreement or any bonus, pension, profit sharing, deferred compensation, incentive compensation, stock ownership, stock purchase, stock option, phantom stock, retirement, vacation, severance, change in control, retention, disability, death benefit, hospitalization, medical or other plan, arrangement or understanding (whether or not legally binding) providing benefits to any current or former employee, officer, director or independent contractor Schedule 4.18 of the Company or any of its Subsidiaries (collectively, with the Company Pension Plans, any Company “employee welfare benefit plans” (as defined in Section 3(1) of ERISA)Disclosure Schedules, the Company International Employee Plans and the Company Employment Agreementsdoes not operate, administer or maintain, nor has it contributed to or has any obligation to contribute to any Benefit Plans. With respect to this Section 4.18, the term “Company Employee Plans”), excluding standard employment agreements or offer letters entered into in the ordinary course of business consistent with past practice with employees outside the United States in accordance with local Law and offer letters, severance or employment agreements that have been entered into in the ordinary course of business or that provide for severance or change in control benefits with a value of less than $100,000. As Company” includes any ERISA Affiliate of the date of this Agreement, other than as set forth on the Company Disclosure ScheduleCompany. (b) With respect to each Benefit Plan, there are no employmentfunded benefit obligations for which contributions have not been made, consulting, severance or termination agreements or arrangements (other than standard employment agreements or offer letters entered into in the ordinary course of business consistent with past practice with employees outside the United States in accordance with local Law and offer letters, severance or employment agreements that have been entered into in the ordinary course of business or that provide all monies withheld for severance or change in control benefits to employees with a value of less than $100,000) between the Company or any of its Subsidiaries and any current or former employee, executive officer or director of the Company or any of its Subsidiaries (collectively, the “Company Employment Agreements”), nor does the Company or any of its Subsidiaries have any general severance plan or policy. For purposes of this Agreement, “Company International Employee Plan” shall mean each Company Employee Plan and each government-mandated plan or program that has been adopted or maintained by Company or any Company ERISA Affiliate, whether informally or formally, or employee paychecks with respect to which Company Benefit Plans have been transferred to the appropriate Benefit Plan within the time required under applicable Law. (c) Each Benefit Plan has been maintained, operated and administered at all times in compliance with its terms and applicable Laws, including ERISA and the Code in all material respects. No event has occurred, nor do any circumstances exists, that could reasonably be expected to give rise to any material Liability or civil penalty under any Laws with respect to any Benefit Plan. All contributions and other payments required to be made to each Benefit Plan under the terms of that Benefit Plan, ERISA, the Code or any other applicable Law have been timely made and all contributions made have been fully deductible under the Code. (d) Neither the execution and delivery of this Agreement or any Ancillary Agreement, nor the consummation of the transactions contemplated hereby could, either alone or in combination with another event, (i) entitle any individual to any severance pay, unemployment compensation, forgiveness of indebtedness or other benefits or compensation; (ii) accelerate the time of payment or vesting, funding, or increase the amount of any compensation due, or in respect of, any individual; (iii) result in or satisfy a condition to the payment of compensation that would, in combination with any other payment, result in an “excess parachute payment” within the meaning of Section 280G of the Code or that would not be deductible under Section 162 or 404 of the Code; or (iv) directly or indirectly cause the Company to transfer or set aside any assets to fund any material benefits under any Benefit Plan. The Company does not have any obligation to indemnify, hold harmless or gross-up any individual with respect to any excise tax imposed under Sections 4999 or 409A of the Code and each Benefit Plan has been maintained, operated and administered in operational and documentary compliance with Section 409A of the Code. (e) Neither the Company nor an ERISA Affiliate will maintains, maintained or may have contributed to within the past five (5) years, any liabilitymultiemployer plan, within the meaning of Section 3(37) or 4001(a)(3) of ERISA. Neither the Company nor an ERISA Affiliate currently has any Liability to make withdrawal Liability payments to any multiemployer plan. (f) Each Benefit Plan can be amended, suspended or terminated at any time without the consent of any employees, participants, service providers, or insurance companies and without resulting in any Liability to Purchaser or its Affiliates for the benefit of Company Employees who perform services outside the United States. For the avoidance of doubtany additional contributions, this shall includepenalties, in Israelpremiums, manager’s insurance fees, fines, excise taxes or any other provident charges or pension funds which are not government-mandated but were set up to provide for Company’s legal obligation to pay statutory severance pay (Pitzuay Piturim) under the Severance Pay Law 5723-1963Liabilities.

Benefit Plans. From (a) Neither the date Company nor the Subsidiary sponsors or maintains any material compensation or benefit plans, policies or arrangements covering Employees, including, but not limited to, “employee benefit plans” within the meaning of Section 3(3) of ERISA, and deferred compensation, severance, stock option, stock purchase, stock appreciation rights, stock based, incentive and bonus plans (collectively, “Benefit Plans”), and neither the Company nor the Subsidiary is a party to any employment or severance agreements with any Employee. (b) Section 3.14(b) of the most recent audited financial statements included in the Company SEC Documents filed with the SEC prior to Seller Disclosure Schedule lists as of the date of this Agreement and other than as set forth on the Company Disclosure Schedule, there has not been each Benefit Plan sponsored by Seller in which any adoption or amendment in any material respect by the Company or any of its Subsidiaries of any collective bargaining agreement or any bonus, pension, profit sharing, deferred compensation, incentive compensation, stock ownership, stock purchase, stock option, phantom stock, retirement, vacation, severance, change in control, retention, disability, death benefit, hospitalization, medical or other plan, arrangement or understanding (whether or not legally binding) providing benefits to any current or former employee, officer, director or independent contractor of the Company or any of its Subsidiaries (collectively, with the Company Pension Plans, any Company “employee welfare benefit plans” (as defined in Section 3(1) of ERISA), the Company International Employee Plans and the Company Employment Agreements, the “Company Employee Plans”), excluding standard employment agreements or offer letters entered into in the ordinary course of business consistent with past practice with employees outside the United States in accordance with local Law and offer letters, severance or employment agreements that have been entered into in the ordinary course of business or that provide for severance or change in control benefits with a value of less than $100,000. As of the date of this Agreement, other than as set forth on the Company Disclosure Schedule, there are no employment, consulting, severance or termination agreements or arrangements (other than standard employment agreements or offer letters entered into in the ordinary course of business consistent with past practice with employees outside the United States in accordance with local Law and offer letters, severance or employment agreements that have been entered into in the ordinary course of business or that provide for severance or change in control benefits to employees with a value of less than $100,000) between the Company or any of its Subsidiaries and any current or former employee, executive officer or director of the Company or any of its Subsidiaries participates (collectively, the “Company Employment AgreementsSeller Benefit Plans”), nor does the Company ) and each employment or any severance agreement with an Employee. Seller has made available to Acquiror a copy of its Subsidiaries have any general severance plan or policy. For purposes of this Agreement, “Company International Employee Plan” shall mean each Company Employee Seller Benefit Plan and each governmentamendment thereto, together with the most recent annual report (IRS Form 5500) prepared in connection with any Seller Benefit Plan. (c) To the Company’s Knowledge, the Seller Benefit Plans are in compliance in all material respects with all applicable requirements of ERISA, the Code, other applicable Law, and have been administered in material accordance with their terms. With respect to each Seller Benefit Plan that is intended to be tax-mandated plan or program qualified under Section 401(a) of the Code, the Company has either received a determination letter from the IRS stating that has been adopted or maintained by Company or any Company ERISA Affiliate, whether informally or formallyit so qualifies under Section 401(a) of the Code, or it has applied for a determination letter and has not yet received a formal response from the IRS. To the Company’s Knowledge, nothing has occurred that would, individually or in the aggregate, reasonably be expected to result in the loss of such qualification. (d) There are no pending or, to the Company’s Knowledge, threatened Actions with respect to which any Seller Benefit Plans, other than ordinary course claims for benefits by participants and beneficiaries. (e) Neither the Company or nor the Subsidiary has any Company ERISA Affiliate will or may have any liability, for the benefit of Company Employees who perform services outside the United States. For the avoidance of doubt, this shall include, in Israel, manager’s insurance or other provident or pension funds which are not government-mandated but were set up to provide for Company’s legal obligation to pay statutory severance pay (Pitzuay Piturim) under the Severance Pay Law 5723-1963employees.

Benefit Plans. From (a) Schedule 2.18(a) contains a list of (i) each plan, program, policy, practice, contract, agreement or other arrangement providing for compensation, severance, termination pay, pension, retirement, savings, deferred compensation, profit-sharing, performance awards, stock or stock-related awards, fringe benefits or other employee benefits or remuneration of any kind (whether written or otherwise), including without limitation each “employee benefit plan” within the date meaning of Section 3(3) of the most recent audited financial statements included in the Company SEC Documents filed with the SEC prior Employee Retirement Income Security Act of 1974, as amended (“ERISA”), which is or has been maintained, contributed to the date of this Agreement and other than as set forth on the Company Disclosure Scheduleor required to be contributed to, there has not been any adoption or amendment in any material respect by the Company or any of its Subsidiaries of any collective bargaining agreement or any bonus, pension, profit sharing, deferred compensation, incentive compensation, stock ownership, stock purchase, stock option, phantom stock, retirement, vacation, severance, change in control, retention, disability, death benefit, hospitalization, medical or other plan, arrangement or understanding (whether or not legally binding) providing benefits to any current or former employee, officer, director or independent contractor subsidiary of the Company or any of its Subsidiaries (collectively, other person or entity under common control with the Company Pension Planswithin the meaning of Section 414(b), any Company “employee welfare benefit plans” (as defined in Section 3(1c), (m) or (o) of ERISA), the Company International Employee Plans and Code (“ERISA Affiliate”) for the Company Employment Agreements, the “Company Employee Plans”), excluding standard employment agreements or offer letters entered into in the ordinary course benefit of business consistent with past practice with employees outside the United States in accordance with local Law and offer letters, severance or employment agreements that have been entered into in the ordinary course of business or that provide for severance or change in control benefits with a value of less than $100,000. As of the date of this Agreement, other than as set forth on the Company Disclosure Schedule, there are no employment, consulting, severance or termination agreements or arrangements (other than standard employment agreements or offer letters entered into in the ordinary course of business consistent with past practice with employees outside the United States in accordance with local Law and offer letters, severance or employment agreements that have been entered into in the ordinary course of business or that provide for severance or change in control benefits to employees with a value of less than $100,000) between the Company or any of its Subsidiaries and any current or former or retired employee, executive officer consultant or director of the Company or any of its Subsidiaries Subsidiary or any ERISA Affiliate (“Employees”), or with respect to which the Company or any ERISA Affiliate has or may have any liability or obligation (collectively, the “Benefit Plans”) and (ii) each material management, employment, severance, consulting, relocation, repatriation, expatriation, visa, work permit or other similar agreement, contract or understanding between the Company Employment Agreementsor any ERISA Affiliate and any Employee (each a “Company Employee Agreement”). As of the date hereof, neither the Company nor does any ERISA Affiliate has any plan or commitment to establish any new Benefit Plan or Company Employee Agreement, to modify any Benefit Plan or Company Employee Agreement (except to the extent required by law or to conform any such Benefit Plan or Company Employee Agreement to the requirements of any applicable law, in each case as previously disclosed to Buyer in writing, or as required by this Agreement), or to adopt or enter into any Benefit Plan or Company Employee Agreement. (b) The Company has provided or made available to Buyer correct and complete copies of: (i) all documents embodying each Benefit Plan or Company Employee Agreement, including, without limitation, all amendments thereto and all related, administrative service agreements, group annuity contracts and group insurance contracts, trust agreements, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each Benefit Plan; (ii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Benefit Plan; (iii) the most recent summary plan description together with the summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Benefit Plan; (iv) all IRS determination, opinion, notification and/or advisory letters; (v) all correspondence to or from any governmental agency relating to any Benefit Plan; (vi) all forms and notices pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended; (vii) all discrimination tests for each Benefit Plan for the most recent three (3) plan years; (viii) the most recent annual actuarial valuations, if any, prepared for each Benefit Plan; (ix) if the Benefit Plan is funded, the most recent annual and periodic accounting of Benefit Plan assets; and (x) all communications to Employees relating to any Benefit Plan and any proposed Benefit Plan, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules, or other events which would result in any material liability to Company. (c) There are no actions, claims, audits, lawsuits or arbitrations pending, or, to the knowledge of the Company or any Principal Stockholder, threatened, with respect to any Benefit Plan or the assets of any Benefit Plan. Each Benefit Plan has been administered in all material respects in accordance with its terms and with all applicable Legal Requirements (including, without limitation, ERISA). There are no applications pending with the IRS or the United States Department of Labor under any voluntary compliance program regarding any Benefit Plan. The Company has satisfied all funding, compliance and reporting requirements for all Benefit Plans. With respect to each Benefit Plan, if applicable, the Company has paid all contributions in accordance with the terms of the applicable Benefit Plan (including employee salary reduction contributions) and all insurance premiums that have become due and any such expense accrued but not yet due has been properly reflected in the most recent Audited Financials. (d) The consummation of the transactions contemplated by this Agreement will not (1) entitle any Employee to severance pay or termination benefits, (2) accelerate the time of payment or vesting, or increase the amount of compensation due to any such Employee, (3) obligate the Company or any of its Subsidiaries have ERISA Affiliates to pay or otherwise be liable for any general severance plan compensation, vacation days, pension contribution or policy. For purposes other benefits to any Employee for periods before the Closing Date, (4) require assets to be set aside or other forms of this Agreement, “Company International Employee Plan” shall mean each Company Employee Plan and each government-mandated plan or program that has been adopted or maintained by Company or any Company ERISA Affiliate, whether informally or formally, or security to be provided with respect to which any liability under a Benefit Plan or Company Employee Agreement, or (5) result in any “parachute payment” (within the meaning of Section 280G of the Code) under any Benefit Plan or Company Employee Agreement. (e) No Benefit Plan or Company Employee Agreement is subject to the provisions of Section 412 of the Code or Part 3 of Subtitle B of Title I of ERISA. No Benefit Plan is subject to Title IV of ERISA and no Benefit Plan is a “multiemployer plan” (within the meaning of Section 3(37) of ERISA). Since inception, neither the Company nor any ERISA Affiliate contributed to or was obliged to contribute to a pension plan that was at any time subject to Title IV of ERISA. Each Benefit Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code has received a favorable determination, opinion, notification or advisory letter from the IRS as to its qualified status with respect to all tax law changes prior to the Economic Growth and Tax Relief Reconciliation Act of 2001 and no event has occurred since the issuance of such letter that would reasonably be expected to affect the qualified status of such plan or trust. Neither the Company nor any Affiliate is subject to any penalty or tax for any Benefit Plan under Section 502(i) of ERISA or Sections 4975 through 4980 of the Code. Each Benefit Plan can be amended, terminated or otherwise discontinued after the Closing without material liability to Company or Buyer. (f) No Benefit Plan or Company Employee Agreement has provided, been required to provide, provides or is required to provide, at any Company time in the past, present, or future, health, medical, dental, accident, disability, death or survivor benefits to or in respect of any Person beyond termination of employment, except to the extent required under any state insurance law or under Part 6 of Subtitle B of Title I of ERISA Affiliate will or may have and under Section 4980(b) of the Code. No Benefit Plan covers any liabilityindividual that is not an employee of the Company, for the benefit other than spouses and dependents of Company Employees who perform services outside the United States. For the avoidance of doubt, this shall include, employees under health and child care policies listed in Israel, manager’s insurance or other provident or pension funds which are not government-mandated but were set up to provide for Company’s legal obligation to pay statutory severance pay (Pitzuay Piturim) under the Severance Pay Law 5723-1963Schedule 2.18(a).

Benefit Plans. From Neither the date Holding Company nor the Bank ------------- maintains, contributes to, is a party to or otherwise has or could have any obligation under any "employee benefit plan" (as defined by Section 3(3) of the most recent audited financial statements included in the Company SEC Documents filed with the SEC prior to the date Employee Retirement Income Security Act of this Agreement and other than 1974, as set forth on the Company Disclosure Scheduleamended "ERISA") program, there has not been any adoption or amendment in any material respect by the Company or any of its Subsidiaries of any collective bargaining agreement or any bonuspolicy, pension, profit sharing, deferred compensation, incentive compensation, stock ownership, stock purchase, stock option, phantom stock, retirement, vacation, severance, change in control, retention, disability, death benefit, hospitalization, medical commitment or other plan, arrangement or understanding (whether or not legally bindingin a written document) providing benefits to covering any current active, former or former retired employee, officer, director or independent contractor consultant of HCB, the Company Seller or any of its Subsidiaries their subsidiaries (including the Holding Company and the Bank), except for Bank's participation in the plans set forth on Schedule 4(m) (i) (collectively, the "Plans"). The Plans comply with all requirements of ERISA (to the Company Pension Plans, any Company “employee welfare benefit plans” (as defined in Section 3(1) of ERISAextent applicable), the Company International Employee Plans Internal Revenue Code of 1986, as amended (the "Code") and all other applicable Legal Requirements and have been maintained and administered in all material respects in compliance with ERISA (to the Company Employment Agreementsextent applicable), the “Code and all other applicable Legal Requirements. No Plan is covered by Title IV of ERISA or Section 412 of the Code. Neither the Holding Company Employee Plans”)nor the Bank, nor any officer or director of the Holding Company or the Bank, has incurred any liability or penalty under Sections 4975 through 4980 of the Code or Title I of ERISA. No suit, action or other litigation (excluding standard employment agreements or offer letters entered into claims for benefits incurred in the ordinary course of business consistent the Plans' activities) has been brought, or is threatened, against or with past practice with employees outside the United States in accordance with local Law and offer lettersrespect to such Plans. All contribu tions, severance reserves or employment agreements that have been entered into in the ordinary course of business payments required to be made or that provide for severance or change in control benefits with a value of less than $100,000. As accrued as of the date hereof and as of this Agreement, the Closing Date with respect to Plans have been or will be made or accrued. The Bank's participation in the Plans will terminate as of the Closing Date and neither the Holding Company nor the Bank will incur any liability or other than obligations with respect to such Plans or as a result of such termination of participation. Except as set forth on Schedule 4(m)(ii), which Schedule may be modified or supplemented by the Company Disclosure ScheduleSeller on the Pre-Closing Date, there are no employment, consulting, severance or termination agreements or arrangements (other than standard employment agreements or offer letters entered into in the ordinary course of business consistent with past practice with former employees outside the United States in accordance with local Law and offer letters, severance or employment agreements that have been entered into in the ordinary course of business or that provide for severance or change in control benefits to employees with a value of less than $100,000) between the Company or any of its Subsidiaries and any current or former employee, executive officer or director of the Bank or the Holding Company who are eligible for benefits under any medical plan sponsored by the Bank or any of its Subsidiaries (collectively, the “Holding Company Employment Agreements”), nor does the Company or any of its Subsidiaries have any general severance plan or policy. For purposes of this Agreement, “Company International Employee Plan” shall mean each Company Employee Plan and each government-mandated plan or program that has been adopted or maintained by Company or any Company ERISA Affiliate, whether informally or formally, or with respect to which Company or any Company ERISA Affiliate will or may have any liability, for the benefit of Company Employees who perform services outside the United States. For the avoidance of doubt, this shall include, in Israel, manager’s insurance or other provident or pension funds which are not government-mandated but were set up to provide for Company’s legal obligation to pay statutory severance pay (Pitzuay Piturim) under the Severance Pay Law 5723-1963Consolidated Omnibus Budget Reconciliation Act of 1986, as amended ("COBRA") or under the provisions of such plan.

Benefit Plans. From the date (i) Schedule 4.1(p) sets forth a list of the most recent audited financial statements included in the Company SEC Documents filed with the SEC prior to the date of this Agreement and other than as set forth on the Company Disclosure Schedule, there has not been any adoption or amendment in any material respect by the Company or any of its Subsidiaries of any collective bargaining agreement or any bonus, pension, profit sharing, deferred compensation, incentive compensation, stock ownership, stock purchase, stock option, phantom stock, retirement, vacation, severance, change in control, retention, disability, death benefit, hospitalization, medical or other plan, arrangement or understanding (whether or not legally binding) providing benefits to any current or former employee, officer, director or independent contractor of the Company or any of its Subsidiaries (collectively, with the Company Pension Plans, any Company all “employee welfare benefit plans” (as defined in Section 3(13(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), the pension benefit plans, bonus, deferred compensation, stock or stock option plans or arrangements, contracts, or understandings, severance, change-in-control, profit-sharing, and other employee fringe benefit plans or arrangements, contracts, or understandings (whether qualified or unqualified, currently effective or terminated, written or unwritten) under which any employee or former employee of any Acquired Company International Employee Plans and the has any present or future right to benefits, payments, or other rights or under which any Acquired Company Employment Agreements, has any liability for present or future payment of benefits or other amounts (the “Company Employee Benefit Plans”). (ii) As applicable with respect to each Benefit Plan, excluding standard employment the Acquired Companies have made available to Buyer copies of (A) each current Benefit Plan document, including any amendments, (B) any summary plan description provided under a Benefit Plan, and (C) the most recent Internal Revenue Service determination letter. (iii) Except as disclosed on Schedule 4.1(p): (A) Each Benefit Plan has been maintained, operated and administered in compliance with its terms and any related documents or agreements and the applicable provisions of ERISA, the Code and other Legal Requirements. (B) With respect to any Benefit Plan, no actions, suits or offer letters entered into claims (other than routine claims for benefits in the ordinary course course) or investigations by any Governmental Entity are pending or, to Sellers’ Knowledge, threatened. (C) The execution, delivery and performance by the Acquired Companies of business consistent with past practice with employees outside this Agreement and the United States Contemplated Transactions will not constitute an event under any Benefit Plan that will result in accordance with local Law and offer lettersany payment (whether as severance pay or otherwise), severance acceleration, vesting or employment agreements that have been entered into increases in the ordinary course of business or that provide for severance or change in control benefits with a value respect to any employee of less than $100,000any Acquired Company. As The consummation of the date Contemplated Transactions will not result in or satisfy a condition to the payment of this Agreementcompensation that would, in combination with any other than as set forth on payment, result in an “excess parachute payment” within the meaning of Section 280G(b) of the Code. (D) No Benefit Plan is a multi-employer or a defined benefit plan, and neither any Acquired Company Disclosure Schedulenor any predecessor or ERISA Affiliate thereof has ever been a party to or sponsored a multi-employer or defined benefit plan. (E) No Acquired Company has been a member of a group of businesses under common control or business constituting a single employer (a “Group”), there are except a Group in which no employmentmember has been a party to a defined benefit plan, consulting, severance or termination agreements or arrangements (other than standard employment agreements or offer letters entered into in the ordinary course of business consistent with past practice with employees outside the United States in accordance with local Law and offer letters, severance or employment agreements that nor does any Acquired Company have been entered into in the ordinary course of business or that provide for severance or change in control benefits to employees with a value of less than $100,000) between the Company or any of its Subsidiaries and any current or former employee, executive officer or director of the Company or any of its Subsidiaries (collectively, the “Company Employment Agreements”), nor does the Company or any of its Subsidiaries have any general severance plan or policy. For purposes of this Agreement, “Company International Employee Plan” shall mean each Company Employee Plan and each government-mandated plan or program that has been adopted or maintained by Company or any Company ERISA Affiliate, whether informally or formally, or projected liability with respect to which Company post-employment or any Company post-retirement pension benefits for former or retired employees of such Acquired Company, ERISA Affiliate will Affiliates, or may have any liability, for the benefit a member of Company Employees who perform services outside the United States. For the avoidance of doubt, this shall include, in Israel, manager’s insurance or other provident or pension funds which are not government-mandated but were set up to provide for Company’s legal obligation to pay statutory severance pay (Pitzuay Piturim) under the Severance Pay Law 5723-1963a Group.

Benefit Plans. From (a) The Disclosure Schedule identifies each deferred compensation, bonus or incentive compensation, equity incentive or purchase, severance, termination pay, hospitalization or other medical benefit, life or other insurance, vision, dental, drug, sick leave, disability, salary continuation, vacation, supplemental unemployment benefits, profit sharing, incentive or other compensation, mortgage assistance, pension or supplemental pension plan, retirement compensation arrangement, group registered retirement savings plan, deferred profit sharing plan, employee profit sharing plan, savings, retirement or supplemental retirement plan, program or arrangement or any other plan, program, or arrangement for the date benefit of the most recent audited financial statements included employees of the Seller, whether funded or unfunded, formal or informal, that is maintained, contributed to or required to be contributed to, by Seller, or to which Seller is a party, or bound by, or under which Seller has any liability or contingent liability with respect to or relating to the Business or the Assets for the benefit of employees or former employees of Seller and their dependents (the “Benefit Plans”). (b) A true, current and complete copy of each Benefit Plan (as amended to date) and the literature, booklets, summaries or manuals prepared for or circulated to employees generally concerning each Benefit Plan has been provided to Buyer for its information, even though the Benefit Plans do not constitute part of the Assets. (c) Each of the Benefit Plans is, and has been, established, registered, qualified, administered and invested in compliance with (i) the terms thereof, (ii) all applicable laws, including, without limiting the generality of the foregoing, the applicable tax legislation, (iii) the administrative practices of the Tax Authorities; and Seller has not received, in the Company SEC Documents filed last three (3) years, any notice from any person questioning or challenging such compliance (other than in respect of any claim related solely to that person), and Seller has no knowledge of any such notice from any person questioning or challenging such compliance beyond the last three (3) years. (d) None of Seller and any of its agents are in breach of their fiduciary duty with the SEC prior respect to the date Benefit Plans. (e) All obligations due under the Benefit Plans (whether pursuant to the terms thereof or any applicable laws) have been satisfied, and there are no outstanding defaults or violations thereunder by Seller nor does Seller have any knowledge of this Agreement and any default or violation by any other than person to the Benefit Plans. (f) Except as set forth on the Company Disclosure Schedule, there has not been any adoption or amendment neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (i) result in any material payment becoming due (other than the expiration of eligibility for the exercise of options and to claim benefits under) any current or former director, officer or employee of Seller, (ii) increase any compensation of any current or former director, officer or employee of Seller, (iii) increase any benefits otherwise payable under any Benefit Plan, or (iv) result in the acceleration of the time of payment or vesting of (other than the expiration of eligibility for the exercise of options and to claim benefits under) any such compensation or benefits. (g) All employer and employee payments, contributions and premiums required to be remitted, paid to or in respect by of the Company Benefit Plans have been paid in a timely fashion in accordance with the terms thereof and all applicable laws, and no Taxes or fees are owing or exigible under any of its Subsidiaries the Benefit Plans. (h) There is no Legal Proceeding by any applicable Governmental Authority pending or, to the knowledge of Seller, threatened in respect of any collective bargaining agreement of the Benefit Plans or their assets, and, to the knowledge of Seller, no facts exist which could reasonably be expected to give rise to any bonussuch proceeding, pensionaction, profit sharinginvestigation, deferred compensationsuit or claim (other than routine claims for benefits). (i) Each of the Benefit Plans which has or purports to have tax-favoured treatment at the date hereof meets all requirements for tax-favoured treatment in effect as of the date hereof and has complied with the Tax Act and the administrative practices of Canada Revenue Agency, incentive compensationto the extent it purports to qualify for such treatment. (j) Each of the Benefit Plans which purports to qualify as a particular type of plan under the Tax Act at the date hereof meets all requirements for such qualification in effect as of the date hereof and has complied with the provisions of the Tax Act and the administrative practices of Canada Revenue Agency applicable to such plan. (k) Except as set forth on the Disclosure Schedule, stock ownershipSeller does not provide, stock purchaseand is not obligated to provide, stock optionmedical, phantom stockhospital, retirementdental, vacation, severance, change in control, retention, disability, death benefit, hospitalization, medical life or other plan, arrangement or understanding (whether or not legally binding) providing benefits benefit under any Benefit Plan to any current or former employee, officer, director employee after his or independent contractor her termination of the Company or any of its Subsidiaries (collectively, employment with the Company Pension Plans, any Company “employee welfare benefit plans” (as defined in Section 3(1) of ERISA), the Company International Employee Plans and the Company Employment Agreements, the “Company Employee Plans”), excluding standard employment agreements or offer letters entered into in the ordinary course of business consistent with past practice with employees outside the United States in accordance with local Law and offer letters, severance or employment agreements that have been entered into in the ordinary course of business or that provide for severance or change in control benefits with a value of less than $100,000. As of the date of this Agreement, other than as set forth on the Company Disclosure Schedule, there are no employment, consulting, severance or termination agreements or arrangements (other than standard employment agreements or offer letters entered into in the ordinary course of business consistent with past practice with employees outside the United States in accordance with local Law and offer letters, severance or employment agreements that have been entered into in the ordinary course of business or that provide for severance or change in control benefits to employees with a value of less than $100,000) between the Company or any of its Subsidiaries and any current or former employee, executive officer or director of the Company or any of its Subsidiaries (collectively, the “Company Employment Agreements”), nor does the Company or any of its Subsidiaries have any general severance plan or policy. For purposes of this Agreement, “Company International Employee Plan” shall mean each Company Employee Plan and each government-mandated plan or program that has been adopted or maintained by Company or any Company ERISA Affiliate, whether informally or formally, or with respect to which Company or any Company ERISA Affiliate will or may have any liability, for the benefit of Company Employees who perform services outside the United States. For the avoidance of doubt, this shall include, in Israel, manager’s insurance or other provident or pension funds which are not government-mandated but were set up to provide for Company’s legal obligation to pay statutory severance pay (Pitzuay Piturim) under the Severance Pay Law 5723-1963Seller.

Benefit Plans. From (a) Neither the date Company nor any other ERISA Affiliate sponsors, maintains, contributes to, is required to contribute to or has or could have any liability of any nature, whether known or unknown, direct or indirect, fixed or contingent, with respect to, any Pension Plan, including, without limitation, any such plan that is excluded from coverage by Section 4 of ERISA or is a “Multiemployer Plan” within the meaning of Section 3(37) or 4001(a)(3) of ERISA. Each such Pension Plan that is a Multiemployer Plan has been operated in all material respects in accordance with its terms and is in compliance in all material respects with the applicable provisions of ERISA, the Code and other Applicable Law. Each such other Pension Plan has been operated in all material respects in accordance with its terms and in compliance in all material respects with the applicable provisions of ERISA, the Code and all other Applicable Law. All Pension Plans which the Company operates as plans that are qualified under the provisions of Section 401(a) of the most recent audited financial statements included Code satisfy in form and operation all applicable qualification requirements and has not received in the preceding seven (7) years or committed to receive a transfer of assets and/or liabilities or spin-off from another plan, except transfers, which qualify as transfers from eligible rollover distributions within the meaning of Code Section 402(c)(4). Neither the Company SEC Documents filed nor any other ERISA Affiliate has sponsored, maintained or contributed to any Pension Plan which, during the preceding seven (7) years, has been terminated, including by way of merger with or into another Pension Plan. (b) No Pension Plan is now nor has ever been “top-heavy” pursuant to Section 416 of the SEC prior Code. (c) The Disclosure Schedule sets forth the name of each ERISA Affiliate. (d) Neither the Company nor any other ERISA Affiliate has or could have any liability of any nature, whether known or unknown, direct or indirect, fixed or contingent, to any Pension Plan, the date Pension Benefit Guaranty Corporation or any other Person, arising directly or indirectly under Title IV of this Agreement and ERISA other than as set forth on liability pursuant to Section 4007 for premiums which are not yet due (without regard to any waiver). No “reportable event,” within the meaning of Section 4043 of ERISA, has occurred with respect to any Pension Plan subject to Title IV of ERISA. Neither the Company Disclosure Schedule, there nor any other ERISA Affiliate has not been ceased operations at any adoption facility or amendment withdrawn from any Company Pension Plan in any material respect by a manner which could subject the Company or any other ERISA Affiliate to liability under Section 4062(e), 4063 or 4064 of its Subsidiaries ERISA. Neither the Company nor any other ERISA Affiliate maintains, contributes to or has participated in or agreed to participate in any Pension Plan that is a Multiemployer Plan. Neither the Company nor any other ERISA Affiliate has been a party to a sale of assets to which Section 4204 of ERISA applied with respect to which it could incur any collective bargaining agreement withdrawal liability (including any contingent or any bonus, pension, profit sharing, deferred compensation, incentive compensation, stock ownership, stock purchase, stock option, phantom stock, retirement, vacation, severance, change in control, retention, disability, death benefit, hospitalization, medical or other plan, arrangement or understanding (whether or not legally bindingsecondary withdrawal liability) providing benefits to any current or former employee, officer, director or independent contractor of Multiemployer Plan. Neither the Company nor any other ERISA Affiliate has incurred, or any has experienced an event that will, within the ensuing 12 months, result in, a “complete withdrawal” or “partial withdrawal,” as such terms are defined respectively in Sections 4203 and 4205 of its Subsidiaries (collectivelyERISA, with respect to a Pension Plan which is a Multiemployer Plan, and nothing has occurred that could result in such a complete or partial withdrawal. Neither the Company Pension Plansnor any other ERISA Affiliate has incurred a decline in contributions to any Multiemployer Plan such that, any Company “employee welfare benefit plans” if the current rate of contributions continues, a 70 percent decline in contributions (as defined in Section 3(14205 of ERISA) will occur within the next three plan years. (e) Neither the Company nor any other ERISA Affiliate sponsors, maintains, contributes to, is required to contribute to, or has or could have any liability of any nature, whether known or unknown, direct or indirect, fixed or contingent, with respect to any Welfare Plan, whether insured or otherwise, including, without limitation, any such plan that is a Multiemployer Plan within the meaning of Section 3(37) of ERISA), the Company International Employee Plans and the Company Employment Agreements, the “Company Employee Plans”), excluding standard employment agreements or offer letters entered into . Each such Welfare Plan that is a Multiemployer Plan has been operated in the ordinary course of business consistent with past practice with employees outside the United States all material respects in accordance with local Law its terms and offer lettersin compliance in all material respects with applicable provisions of ERISA, severance or employment agreements that have the Code, and other Applicable Law. Each such other Welfare Plan has been entered into operated in the ordinary course of business or that provide for severance or change in control benefits with a value of less than $100,000. As of the date of this Agreement, other than as set forth on the Company Disclosure Schedule, there are no employment, consulting, severance or termination agreements or arrangements (other than standard employment agreements or offer letters entered into in the ordinary course of business consistent with past practice with employees outside the United States all material respects in accordance with local Law its terms and offer lettersin compliance in all material respects with the applicable provisions of ERISA, severance or employment agreements that have been entered into in the ordinary course of business or that provide for severance or change in control benefits Code, HIPAA and corresponding regulations, including the HIPAA Portability Regulations and the HIPAA Privacy, Security and other Administrative Simplification Regulations and all other Applicable Law. Benefits under each Welfare Plan are fully insured by an insurance company unrelated to employees with a value of less than $100,000) between the Company or any other ERISA Affiliate. No insurance policy or contract requires or permits retroactive increase in premiums or payments due thereunder. Neither the Company nor any other ERISA Affiliate has established or contributed to, is required to contribute to or has or could have any liability of any nature, whether known or unknown, direct or indirect, fixed or contingent, with respect to any “voluntary employees’ beneficiary association” within the meaning of Section 501I(9) of the Code, “welfare benefit fund” within the meaning of Section 419 of the Code, “qualified asset account” within the meaning of Section 419A of the Code or “multiple employer welfare arrangement” within the meaning of Section 3(40) of ERISA. No Welfare Plan that is a Multiemployer Plan imposes any post-withdrawal liability or contribution obligations upon the Company or any ERISA Affiliate. Neither the Company nor any other ERISA Affiliate maintains, contributes to or has or could have any liability of any nature, whether known or unknown, direct or indirect, fixed or contingent, with respect to retiree medical coverage or other medical, health, life or other welfare benefits for present or future terminated employees or their spouses or dependents other than as required by Part 6 of Subtitle B of Title I of ERISA or any comparable state law. (f) Neither the Company nor any other ERISA Affiliate is a party to, maintains, contributes to, is required to contribute to or has or could have any liability of any nature, whether known or unknown, direct or indirect, fixed or contingent, with respect to any Compensation Plan. Each Compensation Plan has been operated in all material respects in accordance with its Subsidiaries terms and in compliance with Applicable Law. (g) There are no facts or circumstances which could, directly or indirectly, subject the Company or any current other ERISA Affiliate to any (i) excise tax or former other liability under Chapters 43, 46 or 47 of Subtitle D of the Code, (ii) penalty tax or other liability under Chapter 68 of Subtitle F of the Code or (iii) civil penalty, damages or other liabilities arising under Section 502 of ERISA. (h) Full payment has been made of all amounts which the Company or any other ERISA Affiliate is required, under Applicable Law, the terms of any Benefit Plan, or any agreement relating to any Benefit Plan, to have paid as a contribution, premium or other remittance thereto or benefit thereunder. Each Pension Plan that is subject to the minimum funding standards of Section 412 of the Code and/or Section 302 of ERISA meets those standards and has not incurred any accumulated funding deficiency within the meaning of Section 412 or 418B of the Code or Section 302 of ERISA and no waiver of any minimum funding requirements has been applied for or obtained with respect to any Pension Plan. The Company and each other ERISA Affiliate has made adequate provisions for reserves or accruals in accordance with GAAP to meet contribution, benefit or funding obligations arising under Applicable Law or the terms of any Benefit Plan or related agreement. (i) The Company and each other ERISA Affiliate has timely complied in all material respects with all reporting and disclosure obligations with respect to the Benefit Plans imposed by the Code, ERISA or other Applicable Law. (j) There are no pending or, to the Company’s Knowledge, threatened audits, investigations, claims, suits, grievances or other proceedings, and there are no facts that could give rise thereto, involving, directly or indirectly, any Benefit Plan, or any rights or benefits thereunder, other than the ordinary and usual claims for benefits by participants, dependents or beneficiaries. (k) The transactions contemplated herein do not result in any payment (whether of severance pay or otherwise), forgiveness of debt, distribution, increase in benefits, obligation to fund, or the acceleration of accrual, vesting, funding or payment of any contribution or benefit under any Benefit Plan. Except to the extent specifically disclosed on the Disclosure Schedule, no amount that could be received (whether in cash or property or the vesting of property) as a result of any of the transactions contemplated by this Agreement by any employee, executive officer officer, or director of the Company or any ERISA Affiliate who is a “disqualified individual” (as such term is defined in proposed Treasury Regulation Section 1.280G-1) under any Benefit Plan currently in effect would be an “excess parachute payment” (as such term is defined in Section 280G(b)(1) of its Subsidiaries the Code). (collectivelyl) No employer other than the Company and/or an ERISA Affiliate is permitted to participate or participates in the Benefit Plans. No leased employees (as defined in Section 414(n) of the Code) or independent contractors are eligible for, the “Company Employment Agreements”)or participate in, nor does any Benefit Plans. (m) No action or omission of the Company or any of its Subsidiaries have any general severance plan or policy. For purposes of this Agreement, “Company International Employee Plan” shall mean each Company Employee Plan and each government-mandated plan or program that has been adopted or maintained by Company other ERISA Affiliate or any Company ERISA Affiliatedirector, whether informally or formallyofficer, employee, or agent thereof in any way restricts, impairs or prohibits the Parent, the Company, any other ERISA Affiliate or any successor from amending, merging, or terminating any Benefit Plan in accordance with the express terms of any such plan and Applicable Law. (n) The Disclosure Schedule lists the name of each Benefit Plan. The Company has delivered to the Parent true and complete copies of all Benefit Plan documents and related trust agreements or other agreements or contracts evidencing any funding vehicle with respect thereto, including all amendments. The Company has delivered to the Parent true and complete copies of: (i) the three most recent annual reports on Treasury Form 5500, including all schedules and attachments thereto, with respect to any Benefit Plan for which Company such a report is required; (ii) the three most recent actuarial reports with respect to any Pension Plan that is a “defined benefit plan” within the meaning of Section 414(j) of the Code; (iii) the form of summary plan description, including any summary of material modifications thereto or any Company ERISA Affiliate will other modifications communicated to participants, currently in effect with respect to each Benefit Plan; (iv) ) true and correct copies of the Welfare Plan documents establishing compliance with HIPAA requirements, including required plan document and summary plan description language, certificates of creditable coverage, appointment of privacy and security officials, notice of privacy practices, privacy and security policies and procedures, business associate agreements and amendments, security risk analysis evaluation documents, the privacy and security group health plan document amendment and the privacy certification of amendment; (v) the most recent determination letter with respect to each Pension Plan intended to qualify under Section 401(a) of the Code and the full and complete application therefore submitted to the Internal Revenue Service; and (vi) all professional opinions, material internal memoranda, material correspondence with regulatory authorities and administrative policies, manuals, interpretations and the like with respect to each Benefit Plan. (o) The Disclosure Schedule lists each Benefit Plan that is or may have any liability, for the benefit of Company Employees who perform services outside the United States. For the avoidance of doubt, this shall includebe, in Israelwhole or in part, managersubject to Section 409A of the Code (each such plan or part thereof, a “Section 409A Benefit Plan”). Except as set forth in the Disclosure Schedule, (i) each Section 409A Benefit Plan complies in form with Section 409A of the Code, and (ii) no service provider under any Section 409A Benefit Plan is subject to the additional income tax under Section 409A of the Code. (p) The Disclosure Schedule lists and the Company has delivered to the Parent true and correct copies of the Welfare Plan documents establishing compliance with the HIPAA Privacy Regulations, including appointment of a privacy official, its Notice of HIPAA Privacy Practices, privacy policies and procedures, and the plan administrator’s insurance group health plan document amendment certification. (q) The Company has properly determined and timely collected and reported all Federal Insurance Contribution Act (“FICA”) taxes imposed under Sections 3101 and 3111 of the Code on remuneration for employment that constitutes “wages” within the meaning of Section 3121(a) of the Code, including amounts deferred under nonqualified deferred compensation plans, agreements or other provident or pension funds which are not government-mandated but were set up arrangements. (r) As of the date hereof the Company has ceased contributions to provide for and/or taken the necessary actions in order to terminate certain of the Company Benefit Plans, each such plan separately listed on the Disclosure Schedule as “Terminated Company Benefit Plans.” In connection with the termination of the Company 401(k) Plan, the Company has provided copies to the Parent of (a) resolutions adopted by the Company’s legal obligation Board to pay statutory severance pay terminate such Company 401(k) Plan and to fully (Pitzuay Piturim100%) vest all participants under said Company 401(k) Plan, such termination and vesting effective as of A▇▇▇▇ ▇▇, ▇▇▇▇, (▇) a signed plan amendment and (c) notice of the Severance Pay Law 5723Company 401(k) Plan termination to participants and any trustees and custodians of the Company 401(k) Plan and/or its assets. With respect to any other Terminated Company Benefit Plan, the Company has provided copies to the Parent of (a) resolutions adopted by the Company’s Board to terminate such Company Benefit Plan, (b) signed plan amendments and (c) notices of the termination of such Company Benefit Plans to participants, insurance companies, third-1963party administrators and other vendors.

Benefit Plans. From the date (a) Set forth in Section 4.19 of the most recent audited financial statements included Company Disclosure Schedules is a true and complete list of each Benefit Plan of a Target Company or Medical Corporation (each, a “Company Benefit Plan”). With respect to each Company Benefit Plan, there are no funded benefit obligations for which contributions have not been made or properly accrued and there are no unfunded benefit obligations that have not been accounted for by reserves, or otherwise properly footnoted in the Company SEC Documents filed accordance with the SEC prior to the date of this Agreement and other than as set forth GAAP on the Company Disclosure Schedule, there has not been any adoption or amendment in any material respect by the Financials. No Target Company or Medical Corporation is or has in the past been a member of a “controlled group” for purposes of Section 414(b), (c), (m) or (o) of the Code, nor does any of its Subsidiaries of Target Company or Medical Corporation have any collective bargaining agreement or Liability with respect to any bonuscollectively-bargained for plans, pension, profit sharing, deferred compensation, incentive compensation, stock ownership, stock purchase, stock option, phantom stock, retirement, vacation, severance, change in control, retention, disability, death benefit, hospitalization, medical or other plan, arrangement or understanding (whether or not legally bindingsubject to the provisions of ERISA. (b) providing benefits Each Company Benefit Plan is and has been operated at all times in compliance with all applicable Laws in all material respects, including ERISA and the Code. Each Company Benefit Plan which is intended to be “qualified” within the meaning of Section 401(a) of the Code (i) has been determined by the IRS to be so qualified (or is based on a prototype plan which has received a favorable opinion letter) during the period from its adoption to the Agreement Date and (ii) its related trust has been determined to be exempt from taxation under Section 501(a) of the Code or the Target Companies or Medical Corporation have requested an initial favorable IRS determination of qualification and/or exemption within the period permitted by applicable Law. To the Company’s Knowledge, no fact exists which could adversely affect the qualified status of such Company Benefit Plans or the exempt status of such trusts. (c) With respect to each Company Benefit Plan which covers any current or former employee, officer, director director, consultant or independent contractor employee (or beneficiary thereof) of a Target Company or Medical Corporation, the Company has provided to Purchaser accurate and complete copies, if applicable, of: (i) all Company Benefit Plan documents and agreements and related trust agreements or annuity Contracts (including any amendments, modifications or supplements thereto); (ii) all summary plan descriptions and summary of material modifications thereto; (iii) the three (3) most recent Forms 5500, if applicable, and annual report, including all schedules thereto; (iv) the most recent annual and periodic accounting of plan assets; (v) the three (3) most recent nondiscrimination testing reports; (vi) the most recent determination letter received from the IRS, if any; (vii) the most recent actuarial valuation; and (viii) all material communications with any Governmental Authority within the last three (3) years. (d) With respect to each Company Benefit Plan: (i) such Company Benefit Plan has been administered and enforced in all material respects in accordance with its terms, the Code and ERISA; (ii) no breach of fiduciary duty has occurred; (iii) no Action is pending, or to the Company’s Knowledge, threatened (other than routine claims for benefits arising in the ordinary course of administration); (iv) no prohibited transaction, as defined in Section 406 of ERISA or Section 4975 of the Company Code, has occurred, excluding transactions effected pursuant to a statutory or any of its Subsidiaries administration exemption; and (collectively, with v) all contributions and premiums due through the Closing Date have been made in all material respects as required under ERISA or have been fully accrued in all material respects on the Company Pension Plans, any Financials. (e) No Company Benefit Plan is a “employee welfare defined benefit plansplan” (as defined in Section 414(j) of the Code), a “multiemployer plan” (as defined in Section 3(37) of ERISA) or a “multiple employer plan” (as described in Section 413(c) of the Code) or is otherwise subject to Title IV of ERISA or Section 412 of the Code, and no Target Company or Medical Corporation has incurred any Liability or otherwise could have any Liability, contingent or otherwise, under Title IV of ERISA and no condition presently exists that is expected to cause such Liability to be incurred. No Company Benefit Plan will become a multiple employer plan with respect to any Target Company or Medical Corporation immediately after the Closing Date. No Target Company or Medical Corporation currently maintains or has ever maintained, or is required currently or has ever been required to contribute to or otherwise participate in, a multiple employer welfare arrangement or voluntary employees’ beneficiary association as defined in Section 501(c)(9) of the Code. (f) No arrangement exists pursuant to which a Target Company or Medical Corporation will be required to “gross up” or otherwise compensate any person because of the imposition of any excise tax on a payment to such person. (g) With respect to each Company Benefit Plan which is a “welfare plan” (as described in Section 3(1) of ERISA): (i) no such plan provides medical or death benefits with respect to current or former employees of a Target Company or Medical Corporation beyond their termination of employment (other than coverage mandated by Law, which is paid solely by such employees); and (ii) there are no reserves, assets, surplus or prepaid premiums under any such plan. The Target Company and Medical Corporations have complied in all material respects with the provisions of Section 601 et seq. of ERISA and Section 4980B of the Code. (h) Each Company International Employee Plans Benefit Plan satisfies the requirements of the Patient Protection and the Company Employment Agreements, Affordable Care Act of 2010 (the “Company Employee PlansPPACA”), excluding standard employment agreements such that there is no reasonable expectation that any Tax or offer letters entered into in penalty could be imposed pursuant to the ordinary course of business consistent with past practice with employees outside PPACA that relates to such group health plan. To the United States in accordance with local Law and offer letters, severance or employment agreements that have been entered into in the ordinary course of business or that provide for severance or change in control benefits with a value of less than $100,000. As Knowledge of the date Company, no condition exists that could cause any Target Company or Medical Corporation to have any Liability for any assessable payment under Section 4980H of this Agreementthe Code. To the Knowledge of the Company, other than no event has occurred, or condition exists, that could subject any Target Company or Medical Corporation to any Liability on account of a violation of the health care requirements of Part 6 or 7 of Title I of ERISA or Section 4980B or 4980D of the Code. Each Target Company and Medical Corporation has maintained records that are sufficient to satisfy the reporting requirements under Sections 6055 and 6056 of the Code, to the extent required, for all periods of time up to and through the Closing Date. No Target Company or Medical Corporation has modified the employment or service terms of any employee or service provider for the purpose of excluding such employee or service provider from full-time status for purposes of PPACA. (i) Except as set forth on in Section 4.19(i) of the Company Disclosure ScheduleSchedules, there are no employmentthe consummation of the transactions contemplated by this Agreement and the Ancillary Documents will not: (i) entitle any individual to severance pay, consulting, severance unemployment compensation or termination agreements other benefits or arrangements compensation (other than standard employment agreements or offer letters entered into except as set forth in the ordinary course of business consistent with past practice with employees outside the United States in accordance with local Law and offer letters, severance or employment agreements that have been entered into in the ordinary course of business or that provide for severance or change in control benefits to employees with a value of less than $100,000) between the Company or any of its Subsidiaries and any current or former employee, executive officer or director Section 4.19 of the Company Disclosure Schedules); (ii) accelerate the time of payment or vesting, or increase the amount of any compensation due, or in respect of, any individual; or (iii) result in or satisfy a condition to the payment of compensation that would, in combination with any other payment, result in an “excess parachute payment” within the meaning of Section 280G of the Code. No Target Company or Medical Corporation has incurred any Liability for any Tax imposed under Chapter 43 of the Code or civil liability under Section 502(i) or (l) of ERISA. (j) All Company Benefit Plans can be terminated at any time prior to the Closing Date without resulting in any Liability to the Surviving Corporation or Purchaser or their respective Affiliates for any additional contributions, penalties, premiums, fees, fines, excise taxes or any other charges or liabilities. (k) Each Company Benefit Plan that is subject to Section 409A of its Subsidiaries the Code (collectivelyeach, a “Section 409A Plan”) as of the Closing Date is indicated as such in Section 4.19(k) of the Company Disclosure Schedules. No options or other equity-based awards have been issued or granted by the Company that are, or are subject to, a Section 409A Plan. Each Section 409A Plan has been administered in compliance, and is in documentary compliance, in all material respects, with the applicable provisions of Section 409A of the Code, the “Company Employment Agreements”), nor does the regulations thereunder and other official guidance issued thereunder. No Target Company or Medical Corporation has any of its Subsidiaries have obligation to any general severance plan employee or policy. For purposes of this Agreement, “Company International Employee Plan” shall mean each Company Employee Plan and each government-mandated plan or program that has been adopted or maintained by Company or any Company ERISA Affiliate, whether informally or formally, or other service provider with respect to any Section 409A Plan that may be subject to any Tax under Section 409A of the Code. No payment to be made under any Section 409A Plan is, or to the Knowledge of the Company will be, subject to the penalties of Section 409A(a)(1) of the Code. There is no Contract or plan to which any Target Company or Medical Corporation is a party or by which it is bound to compensate any Company ERISA Affiliate will employee, consultant or may have any liability, director for penalty taxes paid pursuant to Section 409A of the benefit of Company Employees who perform services outside the United States. For the avoidance of doubt, this shall include, in Israel, manager’s insurance or other provident or pension funds which are not government-mandated but were set up to provide for Company’s legal obligation to pay statutory severance pay (Pitzuay Piturim) under the Severance Pay Law 5723-1963Code.

Benefit Plans. From the date (a) Section 2.11(a) of the most recent audited financial statements included in Disclosure Schedule (i) contains a true and complete list and description of each of the Company SEC Documents filed with Benefit Plans, (ii) identifies each of the SEC prior to Benefit Plans that is a Qualified Plan, (iii) identifies each Benefit Plan which at any time during the five-year period preceding the date of this Agreement was a Defined Benefit Plan and (iv) lists, describes and identifies each other than as set forth on the Company Disclosure SchedulePlan maintained, there has not been any adoption established, sponsored or amendment in any material respect contributed to by the Company an ERISA Affiliate, or any of its Subsidiaries of any collective bargaining agreement or any bonuspredecessor thereof, pensionwhich, profit sharing, deferred compensation, incentive compensation, stock ownership, stock purchase, stock option, phantom stock, retirement, vacation, severance, change in control, retention, disability, death benefit, hospitalization, medical or other plan, arrangement or understanding (whether or not legally binding) providing benefits to any current or former employee, officer, director or independent contractor of during the Company or any of its Subsidiaries (collectively, with the Company Pension Plans, any Company “employee welfare benefit plans” (as defined in Section 3(1) of ERISA), the Company International Employee Plans and the Company Employment Agreements, the “Company Employee Plans”), excluding standard employment agreements or offer letters entered into in the ordinary course of business consistent with past practice with employees outside the United States in accordance with local Law and offer letters, severance or employment agreements that have been entered into in the ordinary course of business or that provide for severance or change in control benefits with a value of less than $100,000. As of five-year period preceding the date of this Agreement, was at any time a Defined Benefit Plan. Seller has not and no Subsidiary has scheduled or agreed upon future increases of benefit levels (or creations of new benefits) with respect to any Benefit Plan, and no such increases or creation of benefits have been proposed, made the subject of representations to Employees or requested or demanded by Employees under circumstances which make it reasonable to expect that such increases will be granted. Except as disclosed in Section 2.11(a) of the Disclosure Schedule, no loan is outstanding between Seller and any Employee. (b) Neither Seller nor any Subsidiary maintains nor are any of them obligated to provide benefits under any life, medical or health plan (other than as set forth on the Company Disclosure Schedule, there are no employment, consulting, severance an incidental benefit under a Qualified Plan) which provides benefits to retired or termination agreements or arrangements (other terminated Employees other than standard employment agreements benefit continuation rights under the Consolidated Omnibus Budget Reconciliation of 1985, as amended. (c) Each Benefit Plan covers only Employees (or offer letters entered into former Employees or beneficiaries with respect to service with Seller in connection with the ordinary course Business), so that the transactions contemplated by this Agreement will require no spin-off of business consistent assets and liabilities or other division or transfer of rights with past practice respect to any such plan. (d) Neither Seller, the Subsidiaries, any ERISA Affiliate nor any other corporation or organization controlled by or under common control with employees outside any of the United States foregoing within the meaning of Section 4001 of ERISA has at any time contributed to, on behalf of any Employee, any "multiemployer plan", as that term is defined in accordance Section 4001 of ERISA. (e) Each of the Benefit Plans is, and its administration is and has been since inception, in all material respects in compliance with, and Seller has not received any claim or notice that any such Benefit Plan is not in compliance with, all applicable Laws and Orders and prohibited transactions exemptions, including the requirements of ERISA, the Code, the Age Discrimination in Employment Act, the Equal Pay Act and Title VII of the Civil Rights Act of 1964. Each Qualified Plan is qualified under Section 401(a) of the Code, and, if applicable, is in material compliance with local Law and offer letters, severance or employment agreements that have been entered into in the ordinary course requirements of business or that Section 401(k) of the Code. Each Benefit Plan which is intended to provide for severance the deferral of income, the reduction of salary or change other compensation or to afford other Tax benefits complies with the requirements of the applicable provisions of the Code or other Laws required in control benefits order to employees with a value of less than $100,000provide such Tax benefits. (f) between the Company or Neither Seller nor any Subsidiary is in material default in performing any of its Subsidiaries and contractual obligations under any current or former employee, executive officer or director of the Company Benefit Plans or any of its Subsidiaries (collectively, the “Company Employment Agreements”), nor does the Company related trust agreement or insurance contract. All contributions and other payments required to be made by Seller or any of its Subsidiaries have Subsidiary to any general severance plan or policy. For purposes of this Agreement, “Company International Employee Plan” shall mean each Company Employee Benefit Plan and each government-mandated plan or program that has been adopted or maintained by Company or any Company ERISA Affiliate, whether informally or formally, or with respect to which Company any period ending before or any Company ERISA Affiliate will at or may including the Closing Date have any liability, been made or reserves adequate for the benefit of Company Employees who perform services outside the United States. For the avoidance of doubt, this shall include, in Israel, manager’s insurance such contributions or other provident payments have been or pension funds which are not government-mandated but were set up to provide for Company’s legal obligation to pay statutory severance pay (Pitzuay Piturim) under the Severance Pay Law 5723-1963.will be set

Benefit Plans. From the date of the most recent audited financial statements included in the Company SEC Documents filed with the SEC prior to the date of this Agreement and other than (a) Schedule 4.6(a) lists: (i) each Employee Benefit Plan contributed to, sponsored or maintained by Seller as set forth on the Company Disclosure Schedule, there has not been any adoption or amendment in any material respect by the Company or any of its Subsidiaries of any collective bargaining agreement or any bonus, pension, profit sharing, deferred compensation, incentive compensation, stock ownership, stock purchase, stock option, phantom stock, retirement, vacation, severance, change in control, retention, disability, death benefit, hospitalization, medical or other plan, arrangement or understanding (whether or not legally binding) providing benefits to any current or former employee, officer, director or independent contractor of the Company or any of its Subsidiaries (collectively, with the Company Pension Plans, any Company “employee welfare benefit plans” (as defined in Section 3(1) of ERISA), the Company International Employee Plans and the Company Employment Agreements, the “Company Employee Plans”), excluding standard employment agreements or offer letters entered into in the ordinary course of business consistent with past practice with employees outside the United States in accordance with local Law and offer letters, severance or employment agreements that have been entered into in the ordinary course of business or that provide for severance or change in control benefits with a value of less than $100,000. As of the date hereof, or for which it has any Liability, in each case, for the benefit of this Agreementany Prospective Employee; and (ii) each material employment agreement, other than as set forth on the Company Disclosure Schedule, there are no employment, consulting, severance including any material individual benefit arrangement or termination agreements or arrangements policy (other than standard employment agreements any arrangement or offer letters entered into in the ordinary course of business consistent policy that is mandatory under applicable Legal Requirements), with past practice with employees outside the United States in accordance with local Law and offer letters, severance or employment agreements that have been entered into in the ordinary course of business or that provide for severance or change in control benefits respect to employees with a value of less than $100,000) between the Company or any of its Subsidiaries and any current or former employee, executive officer or director of the Company or any of its Subsidiaries Prospective Employee (collectively, the “Company Employment AgreementsSeller Plans”). Seller has delivered to Purchaser, nor does the Company or any of its Subsidiaries have any general severance plan or policy. For purposes of this Agreement, “Company International Employee Plan” shall mean each Company Employee Plan and each government-mandated plan or program that has been adopted or maintained by Company or any Company ERISA Affiliate, whether informally or formally, or with respect to each Seller Plan, correct and complete copies, where applicable, of (i) the most recent Summary Plan Description (including all Summaries of Material Modification), and (ii) the most recent IRS determination or opinion letter applicable to any tax-qualified plan from which Company Purchaser’s 401(k) Plan will accept an eligible rollover distribution. (b) Neither the execution and delivery of this Agreement nor the consummation of the Transactions will result in any payment (including severance, golden parachute, bonus or otherwise) becoming due to any Prospective Employee, other than any such payments to be borne by Seller, in each case assuming compliance by Purchaser and its applicable Affiliates with Article 7 (Employees). There is no amount paid or payable by Seller in connection with the Transactions (either solely as a result thereof or as a result of such Transactions in conjunction with any other event), that has resulted or would reasonably be expected to result, separately or in the aggregate, in the payment of any “excess parachute payment” within the meaning of Section 280G of the Code (or any Company corresponding provisions of state, local or foreign Tax Law). (c) Neither Seller nor any other Person that would be or has been considered a single employer with Seller under the Code or ERISA Affiliate will has at any time contributed to, been required to contribute to or may have had any liabilityLiability whatsoever (whether direct, for indirect, contingent or otherwise) pursuant to a plan subject to Title IV of ERISA, including any “multiemployer plan” as defined in Section 3(37) of ERISA that in any such case could result in any Liability to Purchaser. (d) Each Seller Plan that is intended to be qualified under Section 401 (a) of the benefit of Company Employees who perform services outside Code has received a favorable determination letter, or is entitled to rely on an opinion letter, from the United StatesStates Internal Revenue Service with respect to its initial qualification, and, to Seller’s Knowledge, no fact or event has occurred since the date of such determination or opinion letter or letters that would reasonably be expected to adversely affect the qualified status of any such Seller Plan or the exempt status of any related trust. (e) Except as required under Section 601 et seq. For of ERISA, no Seller Plan covering Prospective Employees located in the avoidance of doubtUnited States provides material health, this shall include, in Israel, manager’s life or disability insurance following retirement or other provident or pension funds which are not government-mandated but were set up to provide for Company’s legal obligation to pay statutory severance pay (Pitzuay Piturim) under the Severance Pay Law 5723-1963termination of employment.

Benefit Plans. From the date of the most recent audited financial statements included in the Company SEC Documents filed with the SEC prior to the date of this Agreement and other than Except as set forth on in the Disclosure Schedule: ------------- (a) Neither the Company Disclosure Schedule, there has not been nor any adoption or amendment in any material respect by other "person" within the Company or any meaning of its Subsidiaries of any collective bargaining agreement or any bonus, pension, profit sharing, deferred compensation, incentive compensation, stock ownership, stock purchase, stock option, phantom stock, retirement, vacation, severance, change in control, retention, disability, death benefit, hospitalization, medical or other plan, arrangement or understanding (whether or not legally bindingSection 7701(a)(1) providing benefits to any current or former employee, officer, director or independent contractor of the Company or any of its Subsidiaries (collectivelyCode, that together with the Company Pension Plansis considered a single employer pursuant to Sections 414(b), (c), (m) or (o) of the Code or Sections 3(5) or 4001(b)(1) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA") (an "Affiliated Organization") sponsors, maintains, contributes to, is required to contribute to or has or could have any liability of any nature, whether known or unknown, fixed or contingent, with respect to, any "employee pension benefit plan" ("Pension Plan") as such term is defined in Section 3(2) of ERISA, including any such plan that is excluded from coverage by Section 4(b)(5) of ERISA or is a "Multiemployer Plan" within the meaning of Section 3(37) or 4001(a)(3) of ERISA. Each such Pension Plan has been operated in all material respects in compliance with the applicable provisions of ERISA and the Code. (b) Neither the Company “nor any Affiliated Organization has any liability of any nature, whether known or unknown or fixed or contingent, to any Pension Plan, the Pension Benefit Guaranty Corporation ("PBGC") or any other person, arising directly or indirectly under Title IV of ERISA. (c) The Company does not sponsor, maintain, contribute to, nor have any obligation to contribute to any "employee welfare benefit plans” plan" ("Welfare Plan") as such term is defined in Section 3(1) of ERISA), whether insured or otherwise. Each Welfare Plan has been operated in all material respects in compliance with the Company International Employee Plans applicable provisions of ERISA and the Code. The Company Employment Agreementsdoes not have and has not established or contributed to, is not required to contribute to, any "voluntary employees beneficiary association" within the “Company Employee Plans”), excluding standard employment agreements or offer letters entered into in the ordinary course meaning of business consistent with past practice with employees outside the United States in accordance with local Law and offer letters, severance or employment agreements that have been entered into in the ordinary course of business or that provide for severance or change in control benefits with a value of less than $100,000. As Section 501(c)(9) of the date Code, "welfare benefit fund" within the meaning of this Agreement, other than as set forth on the Company Disclosure Schedule, there are no employment, consulting, severance or termination agreements or arrangements (other than standard employment agreements or offer letters entered into in the ordinary course of business consistent with past practice with employees outside the United States in accordance with local Law and offer letters, severance or employment agreements that have been entered into in the ordinary course of business or that provide for severance or change in control benefits to employees with a value of less than $100,000) between the Company or any of its Subsidiaries and any current or former employee, executive officer or director Section 419 of the Company or any Code, "qualified asset account" within the meaning of its Subsidiaries (collectively, the “Company Employment Agreements”), nor does the Company or any of its Subsidiaries have any general severance plan or policy. For purposes of this Agreement, “Company International Employee Plan” shall mean each Company Employee Plan and each government-mandated plan or program that has been adopted or maintained by Company or any Company ERISA Affiliate, whether informally or formally, or with respect to which Company or any Company ERISA Affiliate will or may have any liability, for the benefit of Company Employees who perform services outside the United States. For the avoidance of doubt, this shall include, in Israel, manager’s insurance or other provident or pension funds which are not government-mandated but were set up to provide for Company’s legal obligation to pay statutory severance pay (Pitzuay Piturim) under the Severance Pay Law 5723-1963.Section