Common use of Employee Benefit Matters Clause in Contracts

Employee Benefit Matters. (a) Section 4.09(a) of the Disclosure Letter lists all material pension, retirement, savings, disability, medical, dental, health, life (including all individual life insurance policies as to which the Company or any of its Subsidiaries is the owner, beneficiary or both), death benefit, group insurance, profit sharing, deferred compensation, stock option or other equity-based compensation, bonus, incentive, vacation pay, severance pay, Code Section 125 "cafeteria" or "flexible benefit" plan, or other employee benefit plan, trust, arrangement, contract, agreement, policy or commitment (including without limitation, all employee pension benefit plans as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and all employee welfare benefit plans as defined in Section 3(1) of ERISA), (A) under which current or former employees of the Company or any of its Subsidiaries or their respective ERISA Affiliates (as defined below) are entitled to participate by reason of their employment with the Company or any of its Subsidiaries or their respective ERISA Affiliates, whether or not any of the foregoing is funded, whether insured or self-funded and whether written or oral and with respect to which the Company or any of its Subsidiaries or their respective ERISA Affiliates are a party or a sponsor or a fiduciary thereof or by which the Company or any of its Subsidiaries or their respective ERISA Affiliates (or any of their rights, properties or assets) are bound or (B) with respect to which the Company or any of its Subsidiaries otherwise may have any material liability as described in Section 4.09(a) of the Disclosure Letter (the "EMPLOYEE BENEFIT PLANS"). For each Employee Benefit Plan, the Company has provided true and correct copies of all plan documents, summary plan descriptions, determination letters, all material communications with any government entity or agency (including the Internal Revenue Service and the PBGC) given or received with respect to any Employee Benefit Plan within the past five years, and the three most recent Forms 5500, including all financial or actuarial reports, if applicable, and all other attached schedules.

Employee Benefit Matters. (a) Section 4.09(aSchedule 4.19(a) of the Disclosure Letter Schedules lists (i) all material pension, retirement, savings, disability, medical, dental, health, life (including all individual life insurance policies as to which the Company or any of its Subsidiaries is the owner, beneficiary or both), death benefit, group insurance, profit sharing, deferred compensation, stock option or other equity-based compensation, bonus, incentive, vacation pay, severance pay, Code Section 125 "cafeteria" or "flexible benefit" plan, or other employee benefit plan, trust, arrangement, contract, agreement, policy or commitment plans (including without limitation, all employee pension benefit plans as defined in Section 3(23(3) of the Employee Retirement Income Security Act of 1974, as amended ("“ERISA"”)) and all bonus, option, stock purchase, profits interest, restricted stock, incentive, deferred compensation, retiree medical or life insurance, supplemental retirement, severance or other benefit plans, programs or arrangements, and all employee welfare benefit plans as defined in Section 3(1) of ERISA)employment, (A) under termination, severance or other contracts or agreements, whether legally enforceable or not, to which current or former employees of the Company or any of its Subsidiaries or their respective ERISA Affiliates (as defined below) are entitled to participate by reason of their employment with the Company or any of its Subsidiaries or their respective ERISA AffiliatesSubsidiary is a party, whether or not any of the foregoing is funded, whether insured or self-funded and whether written or oral and with respect to which the Company or any Company Subsidiary has any obligation or which are maintained, contributed to or sponsored by the Company or any Company Subsidiary for the benefit of its Subsidiaries any current or their respective ERISA Affiliates are a party former employee, officer or a sponsor director of the Company or a fiduciary thereof or by any Company Subsidiary, (ii) each employee benefit plan for which the Company or any Company Subsidiary could incur liability under Section 4069 of its Subsidiaries ERISA in the event such plan has been or their respective ERISA Affiliates were to be terminated, and (iii) any plan in respect of which the Company or any Company Subsidiary could incur liability under Section 4212(c) of their rightsERISA (collectively, properties the “Plans”). Purchaser has been provided copies of each Plan and a copy of each material document prepared in connection with each such Plan, including, if applicable, a copy of (i) each trust or assetsother funding arrangement, (ii) each summary plan description and summary of material modifications, (iii) the most recently filed IRS Form 5500, (iv) the most recently received IRS determination or opinion or advisory letter with respect to each such Plan which is an employee pension benefit plan (as such term is defined in Section 3(2) of ERISA) intended to qualify under Section 401(a) of the Code, and (v) the most recently prepared actuarial report and financial statement in connection with each such Plan. Other than the Plans, there are bound no other employee benefit plans, programs, arrangements or (B) agreements, whether formal or informal, whether in writing or not, to which the Company or any Company Subsidiary is a party, with respect to which the Company of any Company Subsidiary has any obligation or which are maintained, contributed to or sponsored by the Company or any Company Subsidiary for the benefit of its Subsidiaries otherwise may have any material liability as described in Section 4.09(a) current or former employee, officer or director of the Disclosure Letter (the "EMPLOYEE BENEFIT PLANS"). For each Employee Benefit Plan, the Company has provided true and correct copies of all plan documents, summary plan descriptions, determination letters, all material communications with or any government entity or agency (including the Internal Revenue Service and the PBGC) given or received with respect to any Employee Benefit Plan within the past five years, and the three most recent Forms 5500, including all financial or actuarial reports, if applicable, and all other attached schedulesCompany Subsidiary.

Employee Benefit Matters. (a) Section 4.09(a3.13(a) of the Disclosure Letter lists all material pension, retirement, savings, disability, medical, dental, health, life Schedule contains a true and complete list of any (including all individual life insurance policies as to which the Company or any of its Subsidiaries is the owner, beneficiary or both), death benefit, group insurance, profit sharing, deferred compensation, stock option or other equity-based compensation, bonus, incentive, vacation pay, severance pay, Code Section 125 "cafeteria" or "flexible benefit" plan, or other i) “employee benefit plan, trust, arrangement, contract, agreement, policy or commitment plans” (including without limitation, all employee pension benefit plans as defined in Section 3(23(3) of the Employee Retirement Income Security Act of 1974, as amended ("“ERISA"”)) and any bonus, stock option, stock purchase, restricted stock, equity based, incentive, deferred compensation, retiree medical or life insurance, supplemental retirement, severance, change in control or other benefit plans, programs or arrangements, and all employee welfare employment, termination, severance or other contracts or agreements, to which the Seller, the Company, any Subsidiary or any of their ERISA Affiliates is a party, with respect to which the Seller, the Company, any Subsidiary or any of their ERISA Affiliates has any obligation to or which are maintained, contributed to or sponsored by the Seller, the Company, any Subsidiary or any of their ERISA Affiliates for the benefit plans as defined in Section 3(1) of ERISA)of, (A) under which any current or former employees employee, officer or director of the Company or any of its Subsidiaries or their respective ERISA Affiliates Subsidiary, (as defined belowii) are entitled to participate by reason of their employment with each employee benefit plan for which the Company or any Subsidiary could incur liability under Section 4069 of its Subsidiaries ERISA in the event such plan has been or their respective were to be terminated and (iii) any plan in respect of which the Company or any Subsidiary could incur liability under Section 4212(c) of ERISA Affiliates(collectively, whether the “ERISA Plans”). Neither the Company nor any Subsidiary has any commitment (A) to create, incur Liability with respect to or not cause to exist, any other employee benefit plan, program or arrangement, (B) to enter into any contract or agreement to provide compensation or benefits to any individual or (C) to modify, change or terminate any ERISA Plan, other than with respect to a modification, change or termination required by applicable Law. Section 3.13(a) of the foregoing Disclosure Schedule identifies each of the ERISA Plans that is fundedsponsored by the Seller or any ERISA Affiliate of the Seller (other than the Company or any Subsidiary). With respect to each of the ERISA Plans, whether insured the Seller has heretofore delivered to the Purchaser true and complete copies of each ERISA Plan document (including all amendments thereto) for each written ERISA Plan or self-funded a written description of any ERISA Plan that is not otherwise in writing, as well as any documents (and whether written any amendments thereto) related to each ERISA Plan, including, but not limited to, copies of annual reports, Form 5500s for the last three years, actuarial reports, Summary Plan Descriptions, Summary of Material Modifications, trust or oral funding agreements, the most recent determination letter received from the IRS with respect to each ERISA Plan that is intended to be qualified under Section 401(a) of the Code and contracts relating to ERISA Plan with respect to which the Company Seller, the Company, any Subsidiary or any of its Subsidiaries or their respective ERISA Affiliates are a party or a sponsor or a fiduciary thereof or by which the Company or any of its Subsidiaries or their respective ERISA Affiliates (or any of their rights, properties or assets) are bound or (B) with respect to which the Company or any of its Subsidiaries otherwise Affiliate may have any material liability as described in Section 4.09(a) of the Disclosure Letter (the "EMPLOYEE BENEFIT PLANS"e.g. insurance contracts, investment management agreements, subscription and participation agreements and record keeping agreements). For each Employee Benefit Plan, the Company has provided true and correct copies of all plan documents, summary plan descriptions, determination letters, all material communications with any government entity or agency (including the Internal Revenue Service and the PBGC) given or received with respect to any Employee Benefit Plan within the past five years, and the three most recent Forms 5500, including all financial or actuarial reports, if applicable, and all other attached schedules.

Employee Benefit Matters. (a) Section 4.09(a3.12(a) of the Disclosure Letter Schedule lists (i) all material pension, retirement, savings, disability, medical, dental, health, life (including all individual life insurance policies as to which the Company or any of its Subsidiaries is the owner, beneficiary or both), death benefit, group insurance, profit sharing, deferred compensation, stock option or other equity-based compensation, bonus, incentive, vacation pay, severance pay, Code Section 125 "cafeteria" or "flexible benefit" plan, or other employee benefit plan, trust, arrangement, contract, agreement, policy or commitment plans (including without limitation, all employee pension benefit plans as defined in Section 3(23(3) of the Employee Retirement Income Security Act of 1974, as amended ("“ERISA"”)), whether or not subject to ERISA, and all employee welfare bonus, stock option, share purchase, restricted shares, incentive, deferred compensation, retiree medical or life insurance, supplemental retirement, severance or other benefit plans as defined in Section 3(1) of ERISA)plans, (A) under programs or arrangements, and all employment, termination, severance or other contracts or agreements, to which current or former employees of the Company or any of its Subsidiaries or their respective ERISA Affiliates (as defined below) are entitled to participate by reason of their employment with the Company or any of its Subsidiaries or their respective ERISA Affiliatesis a party, whether or not any of the foregoing is funded, whether insured or self-funded and whether written or oral and with respect to which the Company or any of its Subsidiaries has any obligation or their respective ERISA Affiliates which are a party maintained, contributed to or a sponsor sponsored by the Company or a fiduciary thereof any of its Subsidiaries for the benefit of any current or by former employee, officer or director of the Company or any of its Subsidiaries; (ii) each employee benefit plan for which the Company or any of its Subsidiaries could incur liability under Section 4069 of ERISA in the event such plan has been or their respective ERISA Affiliates were to be terminated; (or iii) any plan in respect of their rights, properties or assets) are bound or (B) with respect to which the Company or any of its Subsidiaries otherwise may could incur liability under Section 4212(c) of ERISA; and (iv) any contracts, arrangements or understandings between the Company or any of its Subsidiaries or any of their Affiliates and any senior executive of the Company or any of its Subsidiaries (collectively, the “Plans”). Each of the Plans is in writing, and the Sellers have made available to the Purchaser a complete and accurate copy of each Plan and each document prepared in connection with each Plan, in each case, to the extent not disclosed in the Company SEC Documents. To the extent any material liability as described Plan is not subject to 14 United States Law exclusively (which Plan is listed in Section 4.09(a3.12(a) of the Disclosure Letter (Schedule under the "EMPLOYEE BENEFIT PLANS"). For each Employee Benefit Planheading “Non-US Plans”) and such Plan required to be registered has been registered, the Company and has provided true and correct copies of all plan documents, summary plan descriptions, determination letters, been maintained in good standing in all material communications respects, with any government entity or agency (including the Internal Revenue Service and the PBGC) given or received with respect to any Employee Benefit Plan within the past five years, and the three most recent Forms 5500, including all financial or actuarial reports, if applicable, and all other attached schedulesapplicable Governmental Authorities as required by applicable Law.

Employee Benefit Matters. (a) Section 4.09(a3.11(a) of the Company Disclosure Letter lists Schedule sets forth a complete list of all material plans, programs, arrangements, agreements or commitments which are an employment, consulting, termination or deferred compensation agreement, or an executive compensation, incentive bonus or other bonus, employee pension, profit-sharing, savings, retirement, savingsstock option, disabilitystock purchase, medicalseverance pay, dentallife, health, life (disability or accident insurance plan, or vacation, or other employee benefit plan, program, arrangement, agreement or commitment, including all individual life insurance policies as any “employee benefit plan,” covering any Personnel, to which the Company or any of its Subsidiaries is the ownerhas any obligation to contribute, beneficiary or bothwith respect to which any such entity has any liability (including any liability arising out of an indemnification, guarantee, hold harmless or similar agreement), death benefitincluding, group insurancebut not limited to, any “savings fund” (fondo de ahorro o caja de ahorro), any “profit sharingsharing guarantee agreement” (convenio de pago garantizado de reporto de utilidades) or “golden parachute severance payments” and any material bonus, incentive, deferred compensation, vacation, stock option purchase, stock option, severance, termination, indemnity, employment, change of control or other equity-based compensation, bonus, incentive, vacation pay, severance pay, Code Section 125 "cafeteria" or "flexible benefit" plan, or other employee fringe benefit plan, trustprogram, arrangement, contract, agreement, policy arrangement or commitment (including without limitation, all employee pension benefit plans as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and all employee welfare benefit plans as defined in Section 3(1) of ERISA), (A) under which agreement that provides benefits to any current or former employees employee or director of the Company or any of its Subsidiaries or their respective ERISA Affiliates (as defined below) are entitled to participate by reason of their employment with the Company any beneficiary or any of its Subsidiaries dependent thereof or their respective ERISA Affiliates, whether or not any of the foregoing is funded, whether insured or self-funded and whether written or oral and with respect to which the Company or any of its Subsidiaries could have a material liability and excluding any plan, program, arrangement, agreement or their respective ERISA Affiliates commitment established, created or imposed by applicable law (any such plan, a “Benefit Plan” and collectively, the “Benefit Plans”). The Company has made available to Parent for each Benefit Plan, if applicable, true and complete copies of (i) each Benefit Plan (or, in the case of any unwritten Benefit Plan, a description thereof) and any amendment thereto, and (ii) the most recent actuarial report. Except as set forth on Schedule 3.11(a), there are a party or a sponsor or a fiduciary thereof or by which no Benefit Plans of the Company or any of its Subsidiaries that are pension plans in the nature of excess or their respective ERISA Affiliates (or any of their rights, properties or assets) are bound or (B) with respect to which the Company or any of its Subsidiaries otherwise may have any material liability as described in Section 4.09(a) of the Disclosure Letter (the "EMPLOYEE BENEFIT PLANS"). For each Employee Benefit Plan, the Company has provided true and correct copies of all plan documents, summary plan descriptions, determination letters, all material communications with any government entity or agency (including the Internal Revenue Service and the PBGC) given or received with respect to any Employee Benefit Plan within the past five years, and the three most recent Forms 5500, including all financial or actuarial reports, if applicable, and all other attached schedulessupplemental plans.

Employee Benefit Matters. (a) Section 4.09(a5.09(a) of the NRT Disclosure Letter Schedule lists (i) all employee benefit plans (as defined in Section 3(3) of ERISA, whether or not subject to ERISA) and all bonus, stock option, stock purchase, restricted stock or other equity, incentive, deferred compensation, retiree medical or life insurance or other welfare, supplemental executive retirement plans, severance or other benefit plans, programs, trusts or arrangements, and all material pensionemployment, retirementtermination, savingsseverance, disabilitycompensation or other contracts or agreements, medical, dental, health, life (including all individual life insurance policies as to which NRT or any NRT Subsidiary is a party, or which are sponsored by NRT or any NRT Subsidiary for the Company benefit of any current or former employee, officer, trustee, director or consultant of NRT or any NRT Subsidiary, or under which NRT or any NRT Subsidiary has any liability or obligation, and (ii) any material contracts, arrangements or understandings between NRT or any of its Subsidiaries is the ownerAffiliates and any current or former employee, beneficiary officer, trustee, director or both)consultant of NRT or of any NRT Subsidiary, death benefitincluding, group insurance, profit sharing, deferred compensation, stock option or other equity-based compensation, bonus, incentive, vacation pay, severance pay, Code Section 125 "cafeteria" or "flexible benefit" plan, or other employee benefit plan, trust, arrangement, contract, agreement, policy or commitment (including without limitation, all employee pension benefit plans as defined any contracts, arrangements or understandings or change in Section 3(2) control arrangements relating to a sale of NRT (collectively, the Employee Retirement Income Security Act of 1974, as amended ("ERISA"“NRT Plans”), . Such NRT Plans are in writing and all employee welfare benefit plans as defined in Section 3(1) of ERISA), (A) under which current or former employees of NRT has made available to the Company or any of its Subsidiaries or their respective ERISA Affiliates (as defined below) are entitled to participate by reason of their employment with the Company or any of its Subsidiaries or their respective ERISA Affiliates, whether or not any of the foregoing is funded, whether insured or self-funded and whether written or oral and with respect to which the Company or any of its Subsidiaries or their respective ERISA Affiliates are a party or a sponsor or a fiduciary thereof or by which the Company or any of its Subsidiaries or their respective ERISA Affiliates (or any of their rights, properties or assets) are bound or (B) with respect to which the Company or any of its Subsidiaries otherwise may have any material liability as described in Section 4.09(a) of the Disclosure Letter (the "EMPLOYEE BENEFIT PLANS"). For each Employee Benefit Plan, the Company has provided true and correct copies copy of all (i) the plan documents, agreements or contracts (including, if applicable, any trust agreements or insurance contracts) and, in each case any amendment thereto (whether currently effective or to become effective at a later date), embodying such NRT Plans, (ii) the three most recent annual reports (Form 5500) filed with the IRS) and financial statements, if any, (iii) the most recent summary plan descriptionsdescription and any summary of material modifications for each NRT Plan for which a summary plan description or summary of material modifications is required by applicable Law, (iv) the three most recent actuarial reports or valuations, if any, relating to a NRT Plan and (v) the most recent determination lettersor opinion letter, all material communications with any government entity or agency (including if any, issued by the Internal Revenue Service and the PBGC) given or received IRS with respect to any Employee Benefit NRT Plan within that is intended to qualify under Section 401(a) of the past five yearsCode (or if no such letter has been issued for an NRT Plan, and the three most recent Forms 5500, including all financial or actuarial reportspending application, if applicableany, and all other attached schedulesto the IRS requesting such letter).

Employee Benefit Matters. (a) Section 4.09(aExcept as set forth on Schedule 2.24, the Company has no outstanding and is not a party to or subject to liability under: (i) of the Disclosure Letter lists all material any agreement, arrangement, plan, or policy, qualified or non-qualified, whether or not written and whether or not considered legally binding, that involves (A) any pension, retirement, savings, disability, medical, dental, health, life (including all individual life insurance policies as to which the Company or any of its Subsidiaries is the owner, beneficiary or both), death benefit, group insurance, profit sharing, deferred compensation, stock option or other equity-based compensation, bonus, incentivestock option, vacation paystock purchase, severance payphantom stock, Code Section 125 "cafeteria" health, welfare, or "flexible benefit" incentive plan; or (B) welfare or “fringe” benefits, including without limitation vacation, severance, disability, medical, hospitalization, dental, life and other insurance, tuition, company car, club dues, sick leave, maternity, paternity or family leave, health care reimbursement, dependent care assistance, cafeteria plan, regular in-kind gifts or other employee benefit planbenefits; or (ii) any employment, trustconsulting, engagement, or retainer agreement or golden parachute arrangement or arrangement, contractand with respect to (i) and (ii) established or maintained for the benefit of current or former employees, agreementofficers, policy consultants or commitment directors of the Company (including without limitation, (i) and (ii) together the “Plans” and each item thereunder a “Plan”). Schedule 2.24 lists separately all Plans that are employee pension benefit plans as defined in within the meaning of Section 3(23(3) of the Employee Retirement Income Security Act of 1974, as amended ("“ERISA"), and all employee welfare benefit plans as defined in Section 3(1”) of ERISA), (A) under which current sponsored or former employees of maintained by the Company or any of its Subsidiaries or their respective ERISA Affiliates (as defined below) are entitled to participate by reason of their employment with the Company or any of its Subsidiaries or their respective ERISA Affiliates, whether or not any of the foregoing is funded, whether insured or self-funded and whether written or oral and with respect to which the Company or is required to contribute (collectively, the “ERISA Plans”). For any Plans of its Subsidiaries or their respective ERISA Affiliates are a party or a sponsor or a fiduciary thereof or by which the Company so disclosed on Schedule 2.24, such disclosure lists any U.S. Plans and any non-U.S. Plans separately. True, correct, and complete copies of all documents creating or evidencing any of its Subsidiaries Plan listed on Schedule 2.24 have been delivered or their respective ERISA Affiliates (or any of their rights, properties or assets) are bound or (B) made available by the Company to Parent. To the extent applicable with respect to which the Company or any of its Subsidiaries otherwise may have any material liability as described in Section 4.09(a) each Plan, true, correct, and complete copies of the Disclosure Letter (the "EMPLOYEE BENEFIT PLANS"). For each Employee Benefit Plan, the Company has provided true and correct copies of all plan documents, current summary plan descriptions, determination lettersincluding any summaries of material modifications, all material communications with any government entity have been delivered or agency (including made available by the Internal Revenue Service and the PBGC) given or received with respect Company to any Employee Benefit Plan within the past five years, and the three most recent Forms 5500, including all financial or actuarial reports, if applicable, and all other attached schedules.Parent. CONFIDENTIAL TREATMENT REQUESTED REDACTED VERSION

Employee Benefit Matters. (a) Section 4.09(a) The Company has no employees, but obtains the services of the Disclosure Letter lists Seller's employees pursuant to an informal agreement whereby the cost of such employees is reflected on the Company's statement of operations through the intercompany account. Schedule 4.2.12 sets forth all material pensionof the employment or consulting contracts, bonus, deferred or incentive compensation, profit sharing, retirement, savingsvacation, disabilitysick leave, medical, dental, healthvision, life (including all individual life insurance policies as to which the Company or any of its Subsidiaries is the owner, beneficiary or both), accidental death benefit, group and dismemberment insurance, profit sharingdisability, deferred compensationsick pay, holiday pay, stock option or other equity-based compensationpurchase, stock bonus, incentive, vacation pay, severance pay, Code Section 125 "cafeteria" or "flexible benefit" planrestricted stock, or other employee benefit planstock-based plans or severance plans, trustprograms, arrangementarrangements and policies, contract, agreement, policy or commitment (including without limitation, as well as all "employee pension benefit plans plans" (as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), ) and all "employee welfare benefit plans plans" (as defined in Section 3(1) of ERISA)) (collectively, the "Plans") sponsored or contributed to by the Company or by any trade or business, whether or not incorporated (Aan "ERISA Affiliate") under which current that together with the Company would be deemed a "single employer" within the meaning of Section 414 of the Code for the benefit of an employee or former employees employee of the Company or any ERISA Affiliate or an independent contractor or consultant with respect to any such entity. Each such Plan is in compliance, and has been administered in accordance with the applicable provisions of its Subsidiaries ERISA and the Code and all other applicable laws, rules and regulations and the terms of the Plan, in all material respects. None of the Plans are subject to Title IV of ERISA. All contributions required to be made with respect to all Plans and the payment of all costs of administering those Plans required to be paid on or their respective prior to the date hereof have been timely made. All amounts properly accrued to date as liabilities of the Company or an ERISA Affiliates Affiliate under or with respect to each Plan (including administrative expenses and incurred but not reported claims) for the current plan year of the Plan have been recorded on the books of the Company or an ERISA Affiliate (whichever is applicable). The Company has delivered to the Buyer a complete and correct copy of: (a) each Plan and any related funding agreements (e.g., trust agreements or insurance contracts), including all amendments (and the Disclosure Schedule includes a description of any such amendment that is not in writing); (b) the current draft of the Summary Plan Description and Summary of Material Modifications (if applicable) of each Plan; (c) the most recent Internal Revenue Service determination letter (if applicable) for each Plan, which determination letter reflects all amendments that have been made to the Plan; and (d) the two (2) most recent Form 5500s that were filed on behalf of the Plan, including the actuarial report (if applicable). The Internal Revenue Service has issued a favorable determination letter with respect to each Plan that is intended to qualify under Code Section 401(a), and no event has occurred (either before or after the date of the letter) that would disqualify the Plan. Neither the Company nor any ERISA Affiliate maintains any Plan that provides (or will provide) medical or death benefits to one or more former employees (including retirees), other than benefits that are required to be provided pursuant to Code Section 4980B or state law continuation coverage or conversion rights. There are no investigations, proceedings, or lawsuits, either currently in progress or, to the best knowledge of the Company and the Seller, threatened, relating to any Plan, by any administrative agency, whether local, state or federal. There are no pending or threatened lawsuits or other claims (other than routine claims for benefits under the Plan and those relating to qualified domestic relations orders) against or involving (i) any Plan, or (ii) any Fiduciary of such Plan (within the meaning of Section 3(21)(A) of ERISA) brought on behalf of any participant, beneficiary, or Fiduciary thereunder nor is there any reasonable basis for any such claim. Neither the Company nor any ERISA Affiliate has any intention or commitment, whether legally binding or not, to create any additional Plan, or to modify or change any existing Plan so as defined belowto materially increase benefits to participants or the cost of maintaining the Plan. No statement, either oral or written, has been made by the Company or an ERISA Affiliate (or by any agent of the Company or ERISA Affiliate) to any Person regarding any Plan that is not in accordance with the Plan that could have adverse economic consequences to the Buyer. The benefits under all Plans are entitled as represented, and have not been, and will not be, materially increased subsequent to participate by reason the date documents are provided to the Buyer. Except as provided in the Disclosure Schedule, none of their employment with the Plans provide any benefits that become payable or vested solely as a result of the consummation of this transaction. None of the persons performing services for the Company or any ERISA Affiliate have been improperly classified as independent contractors, leased employees, or as being exempt from the payment of its Subsidiaries or their respective ERISA Affiliates, whether or not any of the foregoing is funded, whether insured or self-funded and whether written or oral and with respect to which the Company or any of its Subsidiaries or their respective ERISA Affiliates are a party or a sponsor or a fiduciary thereof or by which the Company or any of its Subsidiaries or their respective ERISA Affiliates (or any of their rights, properties or assets) are bound or (B) with respect to which the Company or any of its Subsidiaries otherwise may have any material liability as described in Section 4.09(a) of the Disclosure Letter (the "EMPLOYEE BENEFIT PLANS"). For each Employee Benefit Plan, the Company has provided true and correct copies of all plan documents, summary plan descriptions, determination letters, all material communications with any government entity or agency (including the Internal Revenue Service and the PBGC) given or received with respect to any Employee Benefit Plan within the past five years, and the three most recent Forms 5500, including all financial or actuarial reports, if applicable, and all other attached scheduleswages for overtime.

Employee Benefit Matters. (a) Section 4.09(a3.18(a) of the Disclosure Letter lists all material Schedules contains a true and complete list of each pension, benefit, retirement, savingsexecutive compensation, profit-sharing, deferred compensation, incentive, performance award, phantom equity, stock or stock-based, or other equity, change in control, retention, severance, salary continuation, employment, consulting, disability, medical, dental, health, life (including all individual life insurance policies as to which the Company or any of its Subsidiaries is the owner, beneficiary or both), death benefit, group insurance, profit sharinghospitalization, deferred compensationmedical, stock option or other equity-based compensationdental, bonus, incentive, vacation pay, severance paylife, Code Section 125 "“cafeteria" ” or "flexible “flexible” benefit" , employee loan, educational assistance, vacation, paid time off, fringe-benefit or perk (including any benefit or payments made to or on behalf of employees, such as gym memberships, car allowances or similar arrangements or benefits) and other similar plan, policy, program, agreement or other payroll practice (and any amendments thereto, and including any funding mechanism therefor now in effect or required in the future as a result of the transaction contemplated by this Agreement or otherwise), in each case whether or not reduced to writing and whether funded or unfunded, including each “employee benefit plan, trust, arrangement, contract, agreement, policy or commitment (including without limitation, all employee pension benefit plans ” as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and all employee welfare benefit plans as defined in Section 3(13(3) of ERISA), (A) under which current or former employees of the Company or any of its Subsidiaries or their respective ERISA Affiliates (as defined below) are entitled to participate by reason of their employment with the Company or any of its Subsidiaries or their respective ERISA Affiliates, whether or not any of the foregoing is funded, whether insured or selftax-funded qualified and whether written or oral and with respect not subject to which ERISA, that is maintained, sponsored, contributed to, or required to be contributed to by any Company (or, where indicated below, any ERISA Affiliate of any Company) for the benefit of any current or former employee, leased employee, officer, director, consultant or agent of any Company (or, where indicated below, any ERISA Affiliate of any Company) or any spouse or dependent or other beneficiary of its Subsidiaries such individual, or their respective ERISA Affiliates are a party under which any Company has or a sponsor or a fiduciary thereof or by which the Company or any of its Subsidiaries or their respective ERISA Affiliates (or any of their rights, properties or assets) are bound or (B) with respect to which the Company or any of its Subsidiaries otherwise may have any material liability Liability contingent or otherwise (as described in listed on Section 4.09(a3.18(a) of the Disclosure Letter (the "EMPLOYEE BENEFIT PLANS"Schedules, each, a “Benefit Plan”). For (b) With respect to each Employee Benefit Plan, the Company has provided true Sellers have made available to Buyer accurate, current and correct complete copies of each of the following, to the extent applicable: (i) where the Benefit Plan has been reduced to writing, the most recent plan document together with all amendments thereto; (ii) where the Benefit Plan has not been reduced to writing, Section 3.18(a) of the Disclosure Schedules sets forth an accurate written summary of all material plan documentsterms; (iii) any trust agreements or other funding instruments or arrangements and all other material contracts with respect to such Benefit Plan (including all custodial agreements, insurance policies and contracts, administration agreements, and investment management or investment advisory agreements); (iv) the most recent summary plan descriptionsdescription, summaries of material modifications and any other written communication by any Company to its employees concerning the extent of the benefits provided under a Benefit Plan; (v) the most recent determination letters, all material communications with any government entity or agency (including letter from the Internal Revenue Service and the PBGCService; (vi) given or received with respect to any Employee Benefit Plan within the past five years, and the three most recent Forms 5500, with schedules attached; (vii) actuarial valuations and reports related to any Benefit Plans with respect to the most recently completed plan year; (viii) all discrimination tests for the three most recent plan years; and (ix) all correspondence with the Internal Revenue Service, Department of Labor (the “DOL”) and any other Governmental Authority relating to the Benefit Plan. (c) Each Benefit Plan has been established, administered and maintained in all material respects in accordance with its terms and in material compliance with all Laws (including ERISA and the Code). With respect to each Benefit Plan, all financial or actuarial reports, if applicablereturns, notices and all other attached schedules.documentation that is required to have been filed with or furnished to the Internal Revenue Service, the DOL or any other Governmental Authority, or to the participants or beneficiaries of such Benefit Plan, have been filed in or furnished on a timely basis. Each Benefit Plan that is intended to be qualified under Section 401(a) of the Code (a “Qualified Benefit Plan”) is so qualified and has received a favorable and current determination letter from the Internal Revenue Service to the effect that such Qualified Benefit Plan satisfies the requirements of Section 401(a) of the Code and that its related trust is exempt from taxation under Section 501(a) of the Code, and, to the Knowledge of Sellers, there are no facts or circumstances that could reasonably be expected to cause the loss of such qualification or the imposition of any material Liability, 21 302010047 v18

Employee Benefit Matters. (a) Section 4.09(a3.14(a) of the Disclosure Letter Schedule lists (and identifies each Plan that is governed by or subject to the Law of any jurisdiction other than United States federal Law or the Law of one of the United States) (i) all material pension, retirement, savings, disability, medical, dental, health, life (including all individual life insurance policies as to which the Company or any of its Subsidiaries is the owner, beneficiary or both), death benefit, group insurance, profit sharing, deferred compensation, stock option or other equity-based compensation, bonus, incentive, vacation pay, severance pay, Code Section 125 "cafeteria" or "flexible benefit" plan, or other employee benefit plan, trust, arrangement, contract, agreement, policy or commitment plans (including without limitation, all employee pension benefit plans as defined in Section 3(23(3) of the Employee Retirement Income Security Act of 1974, as amended ("“ERISA"”)) and all bonus, stock option, stock purchase, restricted stock, incentive, deferred compensation, retiree medical or life insurance, supplemental retirement, severance or other benefit plans, programs or arrangements, and all employee welfare benefit plans as defined in Section 3(1) of ERISA)employment, (A) under termination, severance or other contracts or agreements, to which current or former employees of the Company Seller, the Company, any Subsidiary or any of its Subsidiaries or their respective ERISA Affiliates (as defined below) are entitled to participate by reason of their employment with the Company or any of its Subsidiaries or their respective ERISA AffiliatesJoint Venture is a party, whether or not any of the foregoing is funded, whether insured or self-funded and whether written or oral and with respect to which the Company Seller, the Company, any Subsidiary or any Joint Venture has any obligation or which are maintained, contributed to or sponsored by the Seller, the Company, any Subsidiary or any Joint Venture for the benefit of any current or former employee, officer or director of the Company, any Subsidiary or any Joint Venture (in each case, other than collective bargaining agreements), (ii) each employee benefit plan for which the Seller, the Company, any Subsidiary or any Joint Venture could incur liability under Section 4069 of ERISA in the event such plan has been or were to be terminated, (iii) any plan in respect of which the Seller, the Company, any Subsidiary or any Joint Venture could incur liability under Section 4212(c) of ERISA and (iv) any contracts, arrangements or understandings between the Seller or any of its Subsidiaries or their respective ERISA Affiliates are a party or a sponsor or a fiduciary thereof or by which and any employee of the Company Company, any Subsidiary or any Joint Venture, including any contract, arrangement or understanding relating to the sale of its Subsidiaries or their respective ERISA Affiliates (the Company, any Subsidiary or any of their rightsJoint Venture (collectively, properties or assets) are bound or (B) with respect to which the Company or any of its Subsidiaries otherwise may have any material liability as described in Section 4.09(a) of the Disclosure Letter (the "EMPLOYEE BENEFIT PLANS"“Plans”). For each Employee Benefit Plan, the Company has provided true and correct copies of all plan documents, summary plan descriptions, determination letters, all material communications with any government entity or agency (including the Internal Revenue Service and the PBGC) given or received with respect to any Employee Benefit Each Plan within the past five yearsis in writing, and the three most recent Forms 5500Seller has made available to the Purchaser a true and complete copy of each Plan (other than a Plan that is a multiemployer Plan as defined in Section 3(37) of ERISA (a “Multiemployer Plan”)) and a complete and accurate copy of each material document prepared in connection with each such Plan, including all financial or actuarial reportsincluding, if applicable, a copy of (1) each trust or other funding arrangement, (2) each summary plan description and all other attached schedulesa summary of material modifications, (3) the most recently filed IRS Form 5500, (4) the most recently received IRS determination letter for each such Plan and (5) the most recently prepared actuarial report and financial statement in connection with each such Plan.

Employee Benefit Matters. (a) Section 4.09(a4.9(a) of the Disclosure Letter lists all material pension, retirement, savings, disability, medical, dental, health, life (including all individual life insurance policies as to which the Company or any of its Subsidiaries is the owner, beneficiary or both), death benefit, group insurance, profit sharing, deferred compensation, stock option or other equity-based compensation, bonus, incentive, vacation pay, severance pay, Code Section 125 "cafeteria" or "flexible benefit" planplan under Section 125 of the Code, or other employee benefit plan, trust, arrangement, contract, agreement, policy or commitment (including without limitation, all employee pension benefit plans as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and all employee welfare benefit plans as defined in Section 3(13(l) of ERISA), (A) under which current or former employees of the Company or any of its Subsidiaries or their respective ERISA Affiliates (as defined below) are entitled to participate by reason of their employment with the Company or any of its Subsidiaries or their respective ERISA Affiliates, whether or not any of the foregoing is funded, whether insured or self-funded and whether written or oral and with respect to which the Company or any of its Subsidiaries or their respective ERISA Affiliates are a party or a sponsor or a fiduciary thereof or by which the Company or any of its Subsidiaries or their respective ERISA Affiliates (or any of their rights, properties or assets) are bound or (B) with respect to which the Company or any of its Subsidiaries otherwise may have any material liability as described in Section 4.09(a4.9(a) of the Disclosure Letter (collectively, the "EMPLOYEE BENEFIT PLANS"). For each Employee Benefit Plan, the Company has provided made available true and correct copies of all plan documents, summary plan descriptions, determination letters, all material communications with any government entity or agency (including the Internal Revenue Service and the PBGC) PBGC given or received with respect to any Employee Benefit Plan within the past five (5) years, and the three (3) most recent Forms 5500, including all financial or actuarial reports, if applicable, and all other attached schedules.

Employee Benefit Matters. (a) Schedule 2.24(a) sets forth each “employee benefit plan,” as defined in Section 4.09(a3(3) of the Disclosure Letter lists all material pensionERISA, retirementeach employment, savingsconsulting, disabilityengagement, medicalretainer, dentalretention, healthseverance or similar agreement, life Contract, plan or policy and each other plan or arrangement (including all individual life insurance policies as to which the Company whether written or any of its Subsidiaries is the owneroral and whether or not considered legally binding) providing for compensation, beneficiary or both)bonuses, death benefit, group insurance, profit profit-sharing, deferred compensation, stock option or other equity-based stock related rights or other forms of incentive or deferred compensation, bonusinsurance (including any self-insured arrangements), incentivehealth or medical benefits, vacation payemployee assistance program, disability or sick leave benefits, workers’ compensation, supplemental unemployment benefits, severance paybenefits and post-employment benefits (including compensation, Code Section 125 "cafeteria" pension, retirement, health, medical or "flexible benefit" life insurance benefits) or other form of benefits (including, but not limited to, tuition, company car, club dues, sick leave, maternity, paternity or family leave, health care reimbursement, dependent care assistance, cafeteria plan, or other employee benefit plan, trust, arrangement, contract, agreement, policy or commitment (including without limitation, all employee pension benefit plans as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"and regular in-kind gifts), and all employee welfare benefit plans as defined in Section 3(1) of ERISA)which is maintained, (A) under which current administered or former employees of contributed to by the Company or any of its Subsidiaries or their respective ERISA Affiliates (any entity that is treated as defined below) are entitled to participate by reason of their employment a single employer with the Company or any of its Subsidiaries under Code Section 414 (an “ERISA Affiliate”) and covers any employee, independent contractor, director or their respective ERISA Affiliatesformer employee, whether independent contractor or not director of the Company or any of the foregoing is fundedits Subsidiaries, whether insured or self-funded and whether written or oral and with respect to which the Company or any of its Subsidiaries has any liability (collectively referred herein as the “Plans” and each item thereunder a “Plan”). Schedule 2.24(a) separately identifies each Plan that is maintained, administered or their respective ERISA Affiliates are contributed to for the benefit of individuals residing or working outside the United States (each such Plan shall be referred to herein specifically as a party “Non-U.S. Benefit Plan””)). True, correct and complete copies of each Plan (and, if applicable, related trusts, custodial arrangements or a sponsor funding agreements or a fiduciary thereof or by which insurance policies) and all amendments thereto have been made available to Parent along with, to the Company or any of its Subsidiaries or their respective ERISA Affiliates (or any of their rights, properties or assets) are bound or (B) extent applicable with respect to which the Company or any of its Subsidiaries otherwise may have any material liability as described in Section 4.09(a) of the Disclosure Letter (the "EMPLOYEE BENEFIT PLANS"). For each Employee Benefit a Plan, the Company has provided true and correct copies of all plan documents, a current summary plan descriptionsdescription (including any summaries of material modification), determination lettersthe three most recent annual reports (Form 5500 including without limitation, all material communications schedules thereto, all financial statements with attached opinions of independent accountants, and all actuarial reports), tax returns (Form 990) prepared in connection with any government entity such Plan or agency (including the Internal Revenue Service underlying trust, IRS determination letters and the PBGC) given any outstanding requests for a determination letter, all administrative services agreements, HIPAA policies and procedures and HIPAA notices of privacy practices and any policies and/or procedures used in Plan administration. Other than amendments provided to Parent, no amendments have been made to or received promised with respect to any Employee Benefit Plan within Plans. There are no negotiations, demands or proposals which are pending or threatened or which have been made since the past five yearsCompany’s inception or any such Subsidiary’s inception which concern matters now covered, and or that would be covered, by the three most recent Forms 5500, including all financial or actuarial reports, if applicable, and all other attached schedulesforegoing Plans.

Employee Benefit Matters. (a) i. Section 4.09(a3.18(a) of the Disclosure Letter lists all material pensionSchedules contains a list of each “employee benefit plan” (as defined in Section 3(3) of ERISA (whether or not subject to ERISA)) and each other benefit, retirement, savingsemployment, disabilityconsulting, medical, dental, health, life (including all individual life insurance policies as to which the Company or any of its Subsidiaries is the owner, beneficiary or both), death benefit, group insurance, profit sharing, deferred compensation, incentive, bonus, stock option or other option, restricted stock, restricted stock unit, stock appreciation right, phantom equity, equity-based compensation, change in control, severance, transaction bonus, incentiveretention, vacation payvacation, severance paypaid time off, Code Section 125 "cafeteria" or "flexible benefit" planretiree health and welfare, or other employee welfare and fringe-benefit plan, trustagreement, arrangement, contract, agreementplan, policy or commitment (including without limitationprogram, all employee pension benefit plans as defined whether or not reduced to writing, in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), effect and all employee welfare benefit plans as defined in Section 3(1) of ERISA), (A) under which covering one or more current or former employees of the Company or any of its Subsidiaries Subsidiaries, current or their respective ERISA Affiliates (as defined below) are entitled to participate by reason former directors of their employment with the Company or any of its Subsidiaries, current or former individual service providers of the Company or any of its Subsidiaries or their respective ERISA Affiliatesthe beneficiaries or dependents of any such Persons, whether (i) that is maintained, administered, sponsored, contributed to, or not required to be contributed to by the Company or any of the foregoing is fundedits Subsidiaries, whether insured or self-funded and whether written or oral and with respect to (ii) under which the Company or any of its Subsidiaries or their respective ERISA Affiliates are has any liability (each, a party or a sponsor or a fiduciary thereof or by which the Company or any of its Subsidiaries or their respective ERISA Affiliates (or any of their rights, properties or assets) are bound or (B) with respect to which the Company or any of its Subsidiaries otherwise may have any material liability as described in “Benefit Plan”). Section 4.09(a3.18(a) of the Disclosure Letter Schedules identifies separately each Benefit Plan that is either maintained outside of the United States or that is subject to the Laws of a jurisdiction other than the United States or a political subdivision thereof (the "EMPLOYEE BENEFIT PLANS"each, an “International Plan”). For Sellers have made available to Buyer each Employee of the following to the extent applicable: (A) a copy of each such Benefit Plan (or, if such plan is not reduced to writing, a summary of the terms of such Benefit Plan, the Company has provided true and correct copies of all plan documents, ); (B) each summary plan descriptions, determination letters, all description and summary of material communications with any government entity or agency modifications; (including C) the two most recently filed Internal Revenue Service (“IRS”) Forms 5500; (D) the most recently received IRS determination letter for each such Benefit Plan; (E) the most recently prepared actuarial report and the PBGCfinancial statement in connection with each such Benefit Plan; and (F) given or received with respect to any Employee if such Benefit Plan within is an International Plan, documents that are substantially Execution Version comparable to the past five years, and the three most recent Forms 5500, including all financial or actuarial reports, if applicable, and all other attached schedulesdocuments required to be provided in clauses (A) through (E).

Employee Benefit Matters. (a) Section 4.09(a3.13 of the ------------------------ Disclosure Schedule or a separate letter provided by the Seller to the Purchaser on the date hereof sets forth (i) all employee benefit plans (within the meaning of Section 3(3) of the Disclosure Letter lists ERISA) and all material pensionbonus, retirementstock option, savingsstock purchase, disabilityrestricted stock, medical, dental, health, life (including all individual life insurance policies as to which the Company or any of its Subsidiaries is the owner, beneficiary or both), death benefit, group insurance, profit sharingincentive, deferred compensation, stock option retiree medical or life insurance, supplemental retirement, severance or other equity-based compensationbenefit plans, bonusprograms or arrangements, incentive, vacation pay, severance pay, Code Section 125 "cafeteria" or "flexible benefit" plan, or other employee benefit plan, trust, arrangement, contract, agreement, policy or commitment (including without limitation, all employee pension benefit plans as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and all employee welfare benefit plans as defined in Section 3(1) of ERISA), (A) under which current or former employees of the Company or any of its Subsidiaries or their respective ERISA Affiliates (as defined below) are entitled to participate by reason of their employment with the Company or any of its Subsidiaries or their respective ERISA Affiliates, whether or not any of the foregoing is funded, whether insured or self-funded and whether written or oral and with respect to which the Company Seller or any of its Subsidiaries Subsidiary has any obligation or their respective ERISA Affiliates which are a party maintained, contributed to or a sponsor or a fiduciary thereof or sponsored by which the Company Seller or any Subsidiary for the benefit of its Subsidiaries any current employee, officer or their respective ERISA Affiliates (director of the Seller or any Subsidiary employed in the Business or any former employee of their rightsthe Seller or any Subsidiary who was previously employed in the Business regardless of whether such plans, properties programs or assetsarrangements are being assumed by the Purchaser and (ii) are bound all employment, termination, severance or (B) with respect other contracts or agreements pursuant to which the Company Seller or any of its Subsidiaries otherwise may have Subsidiary has any material liability as described in Section 4.09(a) of the Disclosure Letter (the "EMPLOYEE BENEFIT PLANS"). For each Employee Benefit Plan, the Company has provided true and correct copies of all plan documents, summary plan descriptions, determination letters, all material communications with any government entity or agency (including the Internal Revenue Service and the PBGC) given or received obligation with respect to any current employee, officer or director of the Seller or any Subsidiary which are being assumed by the Purchaser (the plans, programs, arrangements, contracts and agreements described in clauses (i) and (ii) being the "Employee Benefit Plans"). -------------- Except as disclosed in Section 3.13 of the Disclosure Schedule, each Employee Plan is in writing. The Seller shall, within seven days after written request therefor by the past five yearsPurchaser, provide the Purchaser with a true and complete copy of each Employee Plan, each summary plan description with respect to each Employee Plan and a summary description of any Employee Plan not otherwise in writing. With respect to each Employee Plan, the Seller shall, within seven days after written request therefor by the Purchaser, provide the Purchaser with true and complete copies of the most recently filed Form 5500 annual report, and the three most recent Forms 5500, including all financial or actuarial reports, if applicable, and all the latest determination letter or determination letter application and/or actuarial report. Except as otherwise disclosed in Section 3.13 of the Disclosure Schedule, neither the Seller nor any Subsidiary has any express or implied commitment to modify, change or terminate any Employee Plan, other attached schedulesthan a modification, change or termination required by ERISA or the Code.

Employee Benefit Matters. (a) Section 4.09(a3.13(a) of the Company Disclosure Letter lists all lists, as of the date of this Agreement, (i) each material pensionSeller Benefit Plan and (ii) each material Company Benefit Plan, retirementother than any employment, savingsconsulting, disabilitymanagement or other individual or personal service agreements providing for an annual salary or annual service fee that is not in excess of $250,000. Each Company Benefit Plan (other than a Multiemployer Plan) is exclusive to the Company and its Subsidiaries, medicaland no individual who is not a Company Service Provider or Former Company Service Provider (or an eligible spouse, dentaldependent or beneficiary thereof) participates in any Company Benefit Plan. The Company has made available to the Buyer true, health, life correct and complete copies (including all individual life insurance policies as to which the Company or any of its Subsidiaries is the owner, beneficiary or both), death benefit, group insurance, profit sharing, deferred compensation, stock option or other equity-based compensation, bonus, incentive, vacation pay, severance pay, Code Section 125 "cafeteria" or "flexible benefit" plan, or other employee benefit plan, trust, arrangement, contract, agreement, policy or commitment (including without limitation, all employee pension benefit plans as defined in Section 3(2amendments) of the Employee Retirement Income Security Act of 1974each employee handbook applicable to Company Employees, as amended ("ERISA")and, and all employee welfare benefit plans as defined in Section 3(1) of ERISA), (A) under which current or former employees of the Company or any of its Subsidiaries or their respective ERISA Affiliates (as defined below) are entitled to participate by reason of their employment with the Company or any of its Subsidiaries or their respective ERISA Affiliates, whether or not any of the foregoing is funded, whether insured or self-funded and whether written or oral and with respect to which each material Company Benefit Plan (other than a Multiemployer Plan) and material Seller Benefit Plan (as applicable): (i) the Company or any of its Subsidiaries or their respective ERISA Affiliates are a party current plan document (or a sponsor written summary of any unwritten Benefit Plan); (ii) the current summary plan description; (iii) any trust agreement, insurance contract or a fiduciary thereof other funding agreement; (iv) any administrative services, recordkeeping, investment advisory, investment management or by which other service agreement; (v) the Company latest IRS determination letter and the latest IRS opinion or advisory letter, and any of its Subsidiaries pending application for an IRS determination letter and any correspondence with the IRS related thereto; (vi) the last three annual financial statements; (vii) the last three annual reports on Form 5500 (including all schedules, accountant’s reports, and other attachments); (viii) the last three actuarial valuations or their respective ERISA Affiliates reports; (or any of their rights, properties or assetsix) are bound or (B) with respect to which the Company or any of its Subsidiaries otherwise may have any material liability as described in Section 4.09(aexplanatory booklets, announcements and other communications that have been issued to current and former members of a Company Benefit Plan or Seller Benefit Plan and (x) of the Disclosure Letter (the "EMPLOYEE BENEFIT PLANS"). For each Employee Benefit Planall non-routine, the Company has provided true and correct copies of all plan documents, summary plan descriptions, determination letters, all material communications written correspondence with any government entity or agency (including the Internal Revenue Service and the PBGC) given or received with respect to any Employee Benefit Plan within the past five years, and the three most recent Forms 5500, including all financial or actuarial reports, if applicable, and all other attached schedulesGovernmental Authority.

Employee Benefit Matters. (a) Section 4.09(a3.17(a) of the Disclosure Letter lists all Schedules contains a true and complete list of each material pension, benefit, retirement, savingscompensation, disabilityemployment, medicalconsulting, dental, health, life (including all individual life insurance policies as to which the Company or any of its Subsidiaries is the owner, beneficiary or both), death benefit, group insurance, profit profit-sharing, deferred compensation, stock option or other equity-based compensationincentive, bonus, incentiveperformance award, vacation payphantom equity, severance paymembership interest or membership interest-based, Code Section 125 "cafeteria" stock or "flexible benefit" stock-based, change in control, retention, severance, vacation, paid time off, welfare, fringe-benefit and other similar agreement, plan, policy, program or other arrangement (and any amendments thereto), in each case whether or not reduced to writing and whether funded or unfunded, including each “employee benefit plan, trust, arrangement, contract, agreement, policy or commitment (including without limitation, all employee pension benefit plans as defined in ” within the meaning of Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and all employee welfare benefit plans as defined in Section 3(13(3) of ERISA), whether or not tax-qualified and whether or not subject to ERISA, (Ai) which is maintained, sponsored, contributed to, or required to be contributed to by Company or any Acquired Company, (ii) under which current Company or former employees of any Acquired Company has any Liability, whether maintained, sponsored, or contributed to by the Company, any Acquired Company or any ERISA Affiliate, or (iii) which is maintained, sponsored or contributed to by the Company or any of its Subsidiaries or their respective ERISA Affiliates (as defined below) are entitled to participate by reason of their employment with the Acquired Company or any of its Subsidiaries or their respective ERISA Affiliates, whether or not any of the foregoing is funded, whether insured or self-funded and whether written or oral and with respect to which the Company Parent, Acquiror, or any of its Subsidiaries Affiliates has any liability under ERISA, whether contingent or their respective ERISA Affiliates are a party or a sponsor or a fiduciary thereof or by which the Company or any of its Subsidiaries or their respective ERISA Affiliates otherwise (or any of their rights, properties or assets) are bound or (B) with respect to which the Company or any of its Subsidiaries otherwise may have any material liability as described in listed on Section 4.09(a3.17(a) of the Disclosure Letter (the "EMPLOYEE BENEFIT PLANS"Schedules, each, a “Benefit Plan”). For Company and each Employee Acquired Company has separately identified in Section 3.17(a) of the Disclosure Schedules each Benefit Plan that is maintained, sponsored, contributed to, or required to be contributed to by Company and any such Acquired Company primarily for the benefit of employees outside of the United States (a “Non-U.S. Benefit Plan, the Company has provided true and correct copies of all plan documents, summary plan descriptions, determination letters, all material communications with any government entity or agency (including the Internal Revenue Service and the PBGC) given or received with respect to any Employee Benefit Plan within the past five years, and the three most recent Forms 5500, including all financial or actuarial reports, if applicable, and all other attached schedules”).

Employee Benefit Matters. (a) Section 4.09(a) 3.12 of the Disclosure Letter Schedule lists (i) all material pensionemployee welfare benefit plans, retirement, savings, disability, medical, dental, health, life (including all individual life insurance policies as to which the Company or any of its Subsidiaries is the owner, beneficiary or both), death benefit, group insurance, profit sharing, deferred compensation, stock option or other equity-based compensation, bonus, incentive, vacation pay, severance pay, Code Section 125 "cafeteria" or "flexible benefit" plan, or other employee benefit plan, trust, arrangement, contract, agreement, policy or commitment (including without limitation, all employee pension benefit plans, and employee benefit plans (as defined in Section 3(2Sections 3(1), (2) and (3), respectively, of the Employee Retirement Income Security Act of 1974, as amended ("“ERISA"”)), and all employee welfare bonus, incentive, deferred compensation, retiree medical or life insurance, supplemental retirement, severance or other benefit plans as defined in Section 3(1) of ERISA)plans, (A) under programs or arrangements, and all material employment, termination, severance or other contracts or agreements, to which current or former employees of the Company or any of its Subsidiaries or their respective ERISA Affiliates (as defined below) are entitled to participate by reason of their employment with the Company or any of its Subsidiaries or their respective ERISA AffiliatesSubsidiary is a party, whether or not any of the foregoing is funded, whether insured or self-funded and whether written or oral and with respect to which the Company or the Subsidiary has any obligation or which are maintained, contributed to or sponsored by the Company or the Subsidiary for the benefit of its Subsidiaries any current or their respective ERISA Affiliates are a party former employee, officer or a sponsor director of the Company or a fiduciary thereof the Subsidiary, whether written or by unwritten, (ii) each employee benefit plan for which the Company or the Subsidiary could incur liability under Section 4069 of ERISA in the event such plan has been or were to be terminated, (iii) any plan in respect of its Subsidiaries which the Company or their respective the Subsidiary could incur liability under Section 4212(c) of ERISA Affiliates and (iv) any -29- material contracts, arrangements or understandings between the Company or the Subsidiary or any of their rights, properties or assets) are bound or (B) with respect to which Affiliates and any employee of the Company or any of its Subsidiaries otherwise may have any material liability the Subsidiary (collectively, the “Plans”). Except as described in set forth on Section 4.09(a) 3.12 of the Disclosure Letter (the "EMPLOYEE BENEFIT PLANS"). For each Employee Benefit PlanSchedule, the Company has provided true furnished a true, correct and correct copies complete copy of the document for each Plan and all plan related materials that it has, including but not limited to, trust agreements, insurance contracts, policies and related insurer documents, determination letters from the Internal Revenue Service (and, if a request for such a letter is pending, a copy of such request), summary plan descriptions, determination lettersthe last three years’ Form 5500s, all material communications with written summaries of any government entity or agency (including the Internal Revenue Service non-written Company Plan and the PBGC) given or received with respect to any Employee Benefit Plan within the past five years, and the three most recent Forms 5500actuarial statements and financial statements, including all financial as applicable. Except for the retention bonuses set forth on Section 3.12 of the Disclosure Schedule, the Company does not have any obligation for any bonus, severance or actuarial reports, if applicable, and all other attached schedulespayment payable in connection with a change of control of the Company or the Subsidiary.

Employee Benefit Matters. (a) Section 4.09(a3.18(a) of the Disclosure Letter lists all material Schedules contains a list of each Benefit Plan. For purposes of this Agreement, the term “Benefit Plan” means each “employee benefit plan” within the meaning of Section 3(3) of ERISA (whether or not subject to ERISA), and each other retirement, pension, retirementprofit sharing, savingsemployment, disabilityconsulting, independent contractor, compensation, incentive, bonus, commission, stock option, restricted stock, stock appreciation right, phantom equity, change in control, retention, severance, vacation, paid time off, medical, dental, healthlife, life (including all individual life insurance policies as to which the Company or any of its Subsidiaries is the ownerdisability, beneficiary or both)welfare, death benefitpost-retirement, group insurancecafeteria, profit sharingand fringe-benefit agreement, deferred compensation, stock option or other equity-based compensation, bonus, incentive, vacation pay, severance pay, Code Section 125 "cafeteria" or "flexible benefit" plan, policy program, Contract or other employee benefit plan, trust, arrangement, contract, agreement, policy or commitment (including without limitation, all employee pension benefit plans as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and all employee welfare benefit plans as defined in Section 3(1) of ERISA), (A) under which current or former employees of the Company or any of its Subsidiaries or their respective ERISA Affiliates (as defined below) are entitled to participate by reason of their employment with the Company or any of its Subsidiaries or their respective ERISA Affiliates, whether or not reduced to writing, in effect and covering one or more current or former employees, directors (or equivalent), officers, members, or independent contractors of any member of the foregoing Company Group or the beneficiaries or dependents of any such Persons, that is maintained, sponsored, contributed to, or required to be contributed to by any member of the Company Group, or under which any member of the Company Group has or could reasonably be expected to have any material Liability or obligations. (b) Each Benefit Plan, other than a Multiemployer Plan, and related trust or fund, if any, has been established, and at all relevant times, has been maintained, funded, whether insured operated, and administered in material compliance, with all applicable Laws (including ERISA). Each Benefit Plan, other than a Multiemployer Plan, that is intended to be qualified under Section 401(a) of the Code (a “Qualified Benefit Plan”) has received a favorable determination letter from the Internal Revenue Service, or self-funded and whether written or oral and with respect to which the Company or any of its Subsidiaries or their respective ERISA Affiliates are a party or a sponsor or a fiduciary thereof or by which the Company or any of its Subsidiaries or their respective ERISA Affiliates (or any of their rightspre-approved plan, properties or assets) are bound or (B) with respect to which the Company or any of its Subsidiaries otherwise may have any material liability as described in Section 4.09(a) of the Disclosure Letter (the "EMPLOYEE BENEFIT PLANS"). For each Employee Benefit Plan, the Company has provided true and correct copies of all plan documents, summary plan descriptions, determination letters, all material communications with any government entity or agency (including can rely on an opinion letter from the Internal Revenue Service to the pre- approved plan sponsor, to the effect that such Qualified Benefit Plan is so qualified and that the plan and the PBGCtrust related thereto are exempt from federal income Taxes under Sections 401(a) given and 501(a), respectively, of the Code, and, to Seller’s Knowledge, nothing has occurred that could reasonably be expected to cause the revocation of such determination letter from the Internal Revenue Service, the unavailability of reliance on such opinion letter from the Internal Revenue Service, or received material Liability to any member of the Company Group. All benefits, contributions and premiums required by and due under the terms of each Benefit Plan (other than a Multiemployer Plan), any collective bargaining agreement (to the extent applicable), or applicable Law and required to be paid by Seller (with respect to the employees of the Business) or any Employee member of the Company Group have been timely paid in accordance with the terms of such Benefit Plan within the past five years, and the three most recent Forms 5500terms of all applicable collective bargaining agreements, including all financial Laws and GAAP. With respect to any Benefit Plan, to Seller’s Knowledge, no event has occurred or actuarial reports, if applicable, and all other attached schedules.is reasonably expected to occur that has resulted in or would subject any member of the Company Group to a Tax under 26

Employee Benefit Matters. (a) Section 4.09(aSchedule 4.16(a) of the Company Disclosure Letter lists all material pensionSchedule contains a true, retirementcorrect and complete list, savingsas of the date hereof, disabilityof each Benefit Plan and correctly identifies which Benefit Plans are sponsored, medical, dental, health, life (including all individual life insurance policies as maintained or contributed to by the Company or any of its Subsidiaries or to which the Company or any of its Subsidiaries is a party or under which current or former employees, independent contractors or directors of the ownerCompany or its Subsidiaries benefit (each, beneficiary or botha “Company Benefit Plan” and, collectively, the “Company Benefit Plans”). For purposes of this Agreement, death benefit“Benefit Plan” shall mean each “employee benefit plan,” as defined in Section 3(3) of ERISA (other than a Multiemployer Plan) and each pension, group insuranceretirement, profit sharing, deferred incentive compensation, stock option or other equity-based compensation, bonusseverance, incentivedeferred compensation, vacation payhealth or welfare benefit, severance pay, Code Section 125 "cafeteria" or "flexible benefit" plan, perquisite or other employee benefit plan, trust, program or arrangement, contractwhether written or unwritten, agreementqualified or non-qualified, policy funded or commitment (including without limitationunfunded, all employee pension benefit plans as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974sponsored, as amended ("ERISA")maintained, and all employee welfare benefit plans as defined in Section 3(1) of ERISA)contributed to, (A) under which current or former employees of required to be sponsored maintained or contributed to by the Company or any of its Subsidiaries or their respective ERISA Affiliates (as defined below) are entitled to participate by reason of their employment any other Person or entity that, together with the Company or any of its Subsidiaries or their respective ERISA AffiliatesSubsidiaries, is treated as a single employer under Section 414 of the Code (each, a “Commonly Controlled Entity”), and whether or not any of the foregoing is funded, whether insured or self-funded and whether written or oral and with respect subject to which the Company or any of its Subsidiaries or their respective ERISA Affiliates are a party or a sponsor or a fiduciary thereof or by which the Company or any of its Subsidiaries or their respective ERISA Affiliates (or any of their rights, properties or assets) are bound or (B) with respect to which the Company or any of its Subsidiaries otherwise may have any material liability as described in Section 4.09(a) of the Disclosure Letter (the "EMPLOYEE BENEFIT PLANS")United States Law. For each Employee Benefit Plan, the The Company has provided true delivered to Buyer and its agents and representatives complete and correct copies of all plan documents, (i) each material Company Benefit Plan; (ii) the most recent annual report (Form 5500) filed with the IRS with respect to each such material Company Benefit Plan; (iii) each trust agreement relating to each such material Company Benefit Plan; (iv) the most recent summary plan descriptions, description for each such material Company Benefit Plan for which a summary plan description is required; and (v) the most recent determination letters, all material communications with any government entity or agency (including opinion letter issued by the Internal Revenue Service and the PBGC) given or received IRS with respect to any Employee Company Benefit Plan within qualified under Section 401(a) of the past five years, and the three most recent Forms 5500, including all financial or actuarial reports, if applicable, and all other attached schedulesCode.

Employee Benefit Matters. (a) Except as set forth on the "BENEFIT PLANS SCHEDULE" attached hereto, with respect to current or former employees (or their beneficiaries) of each of the Acquired Companies, none of Seller, any of the Acquired Companies or any entity that would be deemed a "single employer" with Seller or any Acquired Company under Section 4.09(a414(b), (c), (m) or (o) of the Disclosure Letter lists all Code or Section 4001 of ERISA (an "ERISA AFFILIATE") maintained or contributed to or has any material pension, retirement, savings, disability, medical, dental, health, life actual or potential liability with respect to any (including all individual life insurance policies as to which the Company or any of its Subsidiaries is the owner, beneficiary or both), death benefit, group insurancei) deferred compensation, profit sharing, deferred compensation, stock option or other equity-based compensation, bonusseverance, incentive, vacation paychange in control, severance paybonus or retirement plans or arrangements, Code Section 125 "cafeteria" (ii) qualified or "flexible benefit" plan, nonqualified defined contribution or other employee defined benefit plan, trust, arrangement, contract, agreement, policy plans or commitment (including without limitation, all arrangements which are employee pension benefit plans (as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")), and all or (iii) employee welfare benefit plans plans, (as defined in Section 3(1) of ERISA), (A) under which current or former employees of the Company stock option, stock purchase, restricted stock, tuition refund, disability, fringe benefit or any of its Subsidiaries other policies, plans or their respective ERISA Affiliates (as defined below) are entitled to participate by reason of their employment with the Company programs whether in writing or any of its Subsidiaries or their respective ERISA Affiliatesoral, whether or not any of the foregoing is funded, whether insured or self-funded insured and whether written or oral and with respect to which not terminated. None of Seller, any of the Company Acquired Companies or any of its Subsidiaries or their respective ERISA Affiliates are a party or a sponsor or a fiduciary thereof or by which the Company or any of its Subsidiaries or their respective ERISA Affiliates (Affiliate or any of their rightspredecessors have within the previous six years contributed to any multiemployer pension plan (as defined in Section 3(37) of ERISA), properties and none of Seller, any of the Acquired Companies or assets) are bound or (B) with respect to which the Company any ERISA Affiliate or any of its Subsidiaries otherwise may their predecessors have maintained or contributed within the previous six years to any material liability defined benefit plan (as described defined in Section 4.09(a3(35) of ERISA). The plans and other arrangements, programs and agreements referred to in the Disclosure Letter (preceding two sentences are referred to collectively as the "EMPLOYEE BENEFIT PLANS." None of Seller, any of the Acquired Companies or any ERISA affiliate maintains or contributes to any Benefit Plan which provides health, accident or life insurance benefits to current or future retirees or terminees, their spouses or dependents, other than in accordance with Section 4980B of the Code ("COBRA"). For each Employee Benefit Plan, the Company has provided true and correct copies of all plan documents, summary plan descriptions, determination letters, all material communications with any government entity or agency (including the Internal Revenue Service and the PBGC) given or received with respect to any Employee Benefit Plan within the past five years, and the three most recent Forms 5500, including all financial or actuarial reports, if applicable, and all other attached schedules.

Employee Benefit Matters. (a) Section 4.09(a) The employee benefit plans and agreements described in Schedule 2.16 hereto are the only employee benefit plans and agreements maintained by the Dialysis Companies or any other person with respect to the Dialysis Business for the benefit of the Disclosure Letter lists all material shareholders, officers, directors, employees, former employees, or independent contractors involved with the Dialysis Business, including, without limitation, (i) profit sharing, pension, retirementESOP, savings401(k) or other retirement plans or programs, (ii) current and deferred compensation, severance, vacation, stock purchase, stock option, bonus and incentive compensation benefits, and (iii) medical, hospital, life, health, accident, disability, medicaldeath and other fringe and welfare benefits, dental, health, life (including all individual any split-dollar life insurance policies, all of which plans, programs, practices, policies and other individual and group arrangements and agreements, including any unwritten compensation, fringe benefit, payroll or employment practices, procedures or policies of any kind or description are hereinafter referred to as the "Benefit Plans." Except as disclosed on Schedule 2.16, there are no contributions or payments due with respect to which the Company or any of its Subsidiaries is the ownerBenefit Plan, beneficiary nor will any such contributions or both), death benefit, group insurance, profit sharing, deferred compensation, stock option payments be due or other equity-based compensation, bonus, incentive, vacation pay, severance pay, Code Section 125 "cafeteria" required to be paid on or "flexible benefit" plan, or other employee benefit plan, trust, arrangement, contract, agreement, policy or commitment (including without limitation, all employee pension benefit plans as defined prior to the Closing Date. Each Benefit Plan has been operated and administered in Section 3(2) substantial compliance with the provisions of the Employee Retirement Income Security Act of 1974, as amended 1974 ("ERISA"), and the provisions of the Code applicable to it. No Benefit Plan of the Dialysis Companies or their ERISA Affiliates which is subject to the minimum funding standards of ERISA or the Code, if any, has incurred any accumulated funding deficiency within the meaning of ERISA or the Code. All contributions with respect to a Benefit Plan of the Dialysis Companies or their ERISA Affiliates that is subject to Code Section 412 or ERISA Section 302 have been timely made and there is no lien or expected to be a lien under Code Section 412(n) or ERISA Section 302(f) or tax under Code Section 4971. No Benefit Plan of the Dialysis Companies or their ERISA Affiliates has a "liquidity shortfall" as defined in Code Section 412(m)(5). Neither the Dialysis Companies nor their ERISA Affiliates are subject to or can reasonably be expected to become subject to a lien under Code Section 401(a)(29). No event has occurred in connection with a Benefit Plan of the Dialysis Companies or their ERISA Affiliates that could result in liability to the Dialysis Companies under Title IV of ERISA. The Dialysis Companies have not incurred any liability to the Pension Benefit Guaranty Corporation in connection with any Benefit Plan of the Dialysis Companies or their ERISA Affiliates which is subject to Title IV of ERISA, if any. The assets of each Benefit Plan of the Dialysis Companies or their ERISA Affiliates that is subject to Title IV of ERISA, if any, are sufficient to provide all employee "benefit liabilities" (as defined in ERISA Section 4001(a)(16) under such Benefit Plan if such Benefit Plan terminated, and are also sufficient to provide all other benefits due under the Benefit Plan (including, but not limited to, ancillary, disability, shutdown, early retirement and welfare benefit plans benefits). Neither the Dialysis Companies nor their ERISA Affiliates have had an "obligation to contribute" (as defined in ERISA Section 4212) to a "multi-employer pension plan" (as defined in ERISA Sections 4001(a)(3) and 3(37)(A)) at any time. No event which constitutes a reportable event as defined in Section 3(1) 4043 of ERISA), (A) under which current ERISA has occurred or former employees of the Company or any of its Subsidiaries or their respective ERISA Affiliates (as defined below) are entitled to participate by reason of their employment with the Company or any of its Subsidiaries or their respective ERISA Affiliates, whether or not any of the foregoing is funded, whether insured or self-funded and whether written or oral and with respect to which the Company or any of its Subsidiaries or their respective ERISA Affiliates are a party or a sponsor or a fiduciary thereof or by which the Company or any of its Subsidiaries or their respective ERISA Affiliates (or any of their rights, properties or assets) are bound or (B) with respect to which the Company or any of its Subsidiaries otherwise may have any material liability as described in Section 4.09(a) of the Disclosure Letter (the "EMPLOYEE BENEFIT PLANS"). For each Employee Benefit Plan, the Company has provided true and correct copies of all plan documents, summary plan descriptions, determination letters, all material communications with any government entity or agency (including the Internal Revenue Service and the PBGC) given or received continuing with respect to any Employee Benefit Plan within covered by ERISA. No facts exist which will result in a material increase in the past five yearspremium costs of any Benefit Plan for which benefits are insured or a material increase in benefit costs of any Benefit Plan which provides self-insured benefits. No "prohibited transaction" (as defined in ERISA Section 406 or Code Section 4975) has occurred with respect to any Benefit Plan. None of the Benefit Plans has any current or projected liability in respect of post-employment or post-retirement health or medical or life insurance benefits for former or retired employees of the Dialysis Companies, except as required to avoid excise taxes under Code Section 4980B. All Benefit Plans subject to Code Section 4980B or Part 6 of Title I of ERISA have been maintained in compliance with the requirements of Code Section 4980B and Part 6 of Title I of ERISA. There is no contract, agreement, plan or arrangement covering any employee or former employee of the three most recent Forms 5500Dialysis Companies that could result in the payment of any amount that would not be deductible under Code Sections 162(m) or 280G. As of the Closing Date, including all financial or actuarial reports, if applicable, and all other attached schedulesthe Dialysis Companies have no Liability under any Benefit Plan.

Employee Benefit Matters. (a) Section 4.09(a3.16(a) of the Company Disclosure Letter lists Schedule sets forth an accurate and complete list of all Company Plans and identifies each such Company Plan that provides for the deferral of compensation and is subject to Section 409A of the Code. The Company has made available to the Purchaser an accurate and complete copy of (i) each writing that sets forth the terms of each Company Plan, including plan documents dating back to the date of plan inception, plan amendments, any related trusts, all summary plan descriptions and other summaries and descriptions furnished to participants and beneficiaries, (ii) all personnel, payroll and employment manuals and policies of the Company, (iii) a written description of any Company Plan that is not otherwise in writing, (iv) all registration statements filed with respect to any Company Plan, (v) all insurance policies purchased by or to provide benefits under any Company Plan, (vi) all reports submitted since January 1, 2007 by third-party administrators, actuaries, investment managers, trustees, consultants or other independent contractors with respect to any Company Plan and financial statements disclosing Liability for all obligations owed under any Company Plan that is not subject to the disclosure and reporting requirements of ERISA, (vii) the Form 5500 filed for the three (3) most recent plan years with respect to each Company Plan, including all schedules thereto, financial statements, the opinions of independent accountants and recommendations to management, (viii) all notices that were given by the Company, any ERISA Affiliate or any Company Plan to the IRS, the United States Department of Labor (the "DOL") or any participant or beneficiary, pursuant to statute, since January 1, 2007, (ix) all notices that were given by the IRS or the DOL to the Company, any ERISA Affiliate or any Company Plan since January 1, 2007, (x) with respect to any Company Plan that is a pension plan, as defined in Section 3(3) of ERISA (a "Pension Plan"), that meets or purports to meet the requirements of Section 401(a) of the Code (a "Qualified Plan"), the most recent determination or opinion letter issued by the IRS for each such Company Plan and (xi) copies of any written report of any analysis performed with respect to any Company Plan under Section 409A of the Code or, if no such written report exists, a written description of any such analysis that has been performed. Neither the Company nor any ERISA Affiliate has ever established, maintained or contributed to, or had an obligation to maintain or contribute to, any (i) multiemployer plan as defined in Section 3(37)(A) of ERISA (a "Multiemployer Plan"), (ii) Pension Plan subject to Title IV of ERISA (a "Title IV Plan"), (iii) voluntary employees' beneficiary association under Section 501(c)(9) of the Code, (iv) organization or trust described in Section 501(c)(17) or 501(c)(20) of the Code, (v) welfare benefit fund as defined in Section 419(e) of the Code, (vi) self-insured plan (including any plan pursuant to which a stop-loss policy or contract applies) or (vii) a Company Plan that is an employee welfare plan described in Section 3(1) of ERISA that has two or more contributing sponsors at least two of which are not under common control within the meaning of Section 3(40) of ERISA. Except as required by the continuation coverage requirements of Sections 601 et seq. of ERISA and Section 4980B of the Code ("COBRA") and similar foreign, state or local laws, the Company does not provide health or welfare benefits for any retired or former employee, or their beneficiaries or dependents, nor is the Company obligated to provide health or welfare benefits to any active employee following such employee's retirement or other termination of service. Each Company Plan, including without limitation the Company's 401(k) Plan, is and at all times has been maintained, funded, operated and administered, and the Company has performed all of its obligations under each Company Plan, in each case in accordance with the terms of such Company Plan and in compliance with all applicable Laws, including ERISA and the Code. The Company has complied in all respects with the provisions of COBRA, the Health Insurance Portability and Accountability Act of 1996 and the Family Xxxxxxx Xxxxx Xxx 0000. All contributions required to be made to any Company Plan by applicable Law and the terms of such Company Plan, and all premiums due or payable with respect to insurance policies funding any Company Plan, for any period through the Closing Date, have been timely made or paid in full or, to the extent not required to be made or paid on or before the Closing Date, have been fully reflected in line items on the Interim Balance Sheet. All returns, reports and filings required by any Governmental Authority or which must be furnished to any Person with respect to each Company Plan have been filed or furnished. No transaction prohibited by Section 406 of ERISA and no "prohibited transaction" under Section 4975 of the Code has occurred with respect to any Company Plan. Neither the Company nor any Stockholder, has any Liability to the IRS with respect to any Company Plan, including any Liability imposed by the excise Tax provisions of chapter 43 of the Code. All contributions and payments made or accrued with respect to all Company Plans are deductible under Sections 162 or 404 of the Code. There is no unfunded Liability under any Company Plan. No event has occurred or circumstance exists that may result (i) in a increase in premium costs of any Company Plan that is insured or (ii) a increase in the cost of any Company Plan that is self-insured. Other than routine claims for benefits submitted by participants or beneficiaries, no claim against, or Proceeding involving, any Company Plan or any fiduciary thereof is pending or, to the Company's Knowledge, is threatened, which could reasonably be expected to result in any material Liability, direct or indirect (by indemnification or otherwise) of the Company to the DOL, the IRS or any Person, and no event has occurred or circumstance exists that may give rise to any such Liability. No Proceeding has been concluded that resulted in any Liability of the Company or any ERISA Affiliate that has not been fully discharged. To the Company's Knowledge, no Contract with the IRS is being or has been negotiated with respect to any Company Plan, and no correction method or program permitted under the "Employee Plans Compliance Resolution System" for the purpose of correcting a qualification failure, as described in Revenue Procedure 2006-27 (and it progeny) has been applied to any Qualified Plan and no Company Plan has been submitted to the DOL under its voluntary fiduciary correction program. Each Qualified Plan of the Company has received a favorable determination or opinion letter from the IRS that it is qualified under Section 401(a) of the Code and that its related trust is exempt from federal income Tax under Section 501(a) of the Code, and each such Qualified Plan complies in form and in operation with the requirements of the Code and meets the requirements of a "qualified plan" under Section 401(a) of the Code. No event has occurred or circumstance exists that may give rise to disqualification or loss of Tax-exempt status of any such Qualified Plan or trust. The Company has the right to modify and terminate benefits (other than pensions) with respect to both retired and active employees without Liability. Each Company Plan sponsored by the Company permits assumption thereof by the Purchaser or its Subsidiaries upon the Closing without the consent of the participants or any other Person. Except in accordance with the terms of a Qualified Plan, the consummation of the transactions contemplated by this Agreement (either alone or in conjunction with any other event) will not cause accelerated vesting, payment or delivery of, or increase the amount or value of any payment or benefit under or in connection with any Company Plan or constitute a "deemed severance" or "deemed termination" under any Company Plan otherwise with respect to, any director, officer, employee, or former director, former officer or former employee of the Company. The Company has not made nor has it become obligated to make, and the Company will not as a result of the consummation of the transactions contemplated by this Agreement become obligated to make, any payments that could be nondeductible by reason of Section 280G of the Code (without regard to subsection (b)(4) thereof) or Section 162(m) of the Code (or any corresponding provision of foreign, state or local Law), nor will the Company be required to "gross up" or otherwise compensate any individual because of the imposition of any excise Tax on such a payment to the individual The Company has delivered to the Purchaser true and complete copies of all election statements under Section 83(b) of the Code that are in the Company's possession or subject to its control with respect to any unvested securities or other property issued by the Company or any ERISA Affiliate to any of their respective employees, non-employee directors, consultants and other service providers (collectively, "Unvested Assets"). Schedule 3.16(i) of the Company Disclosure Schedule identifies all Unvested Assets and the holder(s) or owner(s) thereof for which no election statements under Section 83(b) of the Code have been filed. Each Company Plan that has been established or maintained, or that is required to be maintained or contributed to by the law or applicable custom or rule of the relevant jurisdiction, outside of the United States (each such Company Plan, a "Foreign Plan") is listed in Schedule 3.16(j) of the Company Disclosure Schedule. As regards each Foreign Plan, (i) such Foreign Plan is in material compliance with the provisions of the Laws of each jurisdiction in which such Foreign Plan is maintained, to the extent those Laws are applicable to such Foreign Plan, (ii) all contributions to, and material payments from, such Foreign Plan which may have been required to be made in accordance with the terms of such Foreign Plan, and, when applicable, the Law of the jurisdiction in which such Foreign Plan is maintained, have been timely made or shall be made by the Closing Date, and all such contributions to such Foreign Plan, and all payments under such Foreign Plan, for any period ending before the Closing Date that are not yet, but will be, required to be made, are reflected as an accrued liability on the Closing Balance Sheet, (iii) the Company, each Company Subsidiary, and each ERISA Affiliate has materially complied with all applicable reporting and notice requirements, and such Foreign Plan has obtained from the Governmental Entity having jurisdiction with respect to such Foreign Plan any required determinations, if any, that such Foreign Plan is in compliance with the Laws of the relevant jurisdiction if such determinations are required in order to give effect to such Foreign Plan, (iv) such Foreign Plan has been administered in all material pensionrespects at all times in accordance with its terms and Applicable Law and regulations, retirement(v) to the knowledge of the Company, savingsthere are no pending investigations by any governmental body involving such Foreign Plan, disabilityand no pending claims (except for claims for benefits payable in the normal operation of such Foreign Plan), medicalsuits or proceedings against such Foreign Plan or asserting any rights or claims to benefits under such Foreign Plan, dental(vi) the consummation of the transactions contemplated by this Agreement will not by itself create or otherwise result in any liability with respect to such Foreign Plan other than the triggering of payment to participants, healthand (vii) except as required by Applicable Law, life (including all individual life insurance policies as to which no condition exists that would prevent the Company or any of its Subsidiaries is the owner, beneficiary or both), death benefit, group insurance, profit sharing, deferred compensation, stock option or other equity-based compensation, bonus, incentive, vacation pay, severance pay, Code Section 125 "cafeteria" or "flexible benefit" plan, or other employee benefit plan, trust, arrangement, contract, agreement, policy or commitment (including without limitation, all employee pension benefit plans as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and all employee welfare benefit plans as defined in Section 3(1) of ERISA), (A) under which current or former employees of the Company Subsidiaries from terminating or amending any of its Subsidiaries or their respective ERISA Affiliates (as defined below) are entitled to participate by Foreign Plan at any time for any reason of their employment in accordance with the Company or any terms of its Subsidiaries or their respective ERISA Affiliates, whether or not any of the foregoing is funded, whether insured or self-funded each such Foreign Plan (other than normal and whether written or oral and with respect to which the Company or any of its Subsidiaries or their respective ERISA Affiliates are reasonable expenses typically incurred in a party or a sponsor or a fiduciary thereof or by which the Company or any of its Subsidiaries or their respective ERISA Affiliates (or any of their rights, properties or assets) are bound or (B) with respect to which the Company or any of its Subsidiaries otherwise may have any material liability as described in Section 4.09(a) of the Disclosure Letter (the "EMPLOYEE BENEFIT PLANS"termination event). For each Employee Benefit Plan, the Company has provided true and correct copies of all plan documents, summary plan descriptions, determination letters, all material communications with any government entity or agency (including the Internal Revenue Service and the PBGC) given or received with respect to any Employee Benefit Plan within the past five years, and the three most recent Forms 5500, including all financial or actuarial reports, if applicable, and all other attached schedules.

Employee Benefit Matters. (a) Section 4.09(a3.16(a) of the Disclosure Letter lists Schedule lists, as of the date hereof: (i) all material pension, retirement, savings, disability, medical, dental, health, life “employee benefit plans” (including all individual life insurance policies as to which within the Company or any meaning of its Subsidiaries is the owner, beneficiary or bothSection 3(3) of ERISA), death benefitseverance, group insurancetermination pay, profit sharingfacility closing, deferred compensationredundancy, stock option or other equitychange-based compensationin-control, bonus, incentive, vacation pension, savings, deferred compensation, supplemental pension, retirement, death benefit, health, life or disability insurance, dependent care, cafeteria, vacation, and all other compensation, benefit, fringe benefit and other plans, programs, arrangements and agreements, (A) to which a Company or a Company Subsidiary is a party; or (B) that are maintained, contributed to, required to be contributed to, or sponsored by a Company or a Company Subsidiary for the benefit of any current or former Employee, officer, director or consultant; (ii) all employee benefit plans for which a Company or Company Subsidiary could incur liability whether under Section 4069 of ERISA, Section 75 or 75A of the UK Pensions Xxx 0000, or otherwise in the event such plan has been or were to be terminated; (iii) all employee benefit plans for which a Company or Company Subsidiary could incur liability under Section 4212(c) of ERISA or any similar or equivalent provision in relation to those Employees located outside the United States (or under Section 75 or 75A of the UK Pensions Act 1995); and (iv) all contracts, terms and conditions of employment arrangements, agreements and understandings, and forms thereof, between any Company or Company Subsidiary and any Employee, officer, director or consultant (collectively, the “Company Plans”); provided, however, that employment agreements with Employees employed in the United Kingdom shall not be considered Company Plans. Section 3.16(a) of the Disclosure Schedule also separately lists, as of the date hereof: (w) all material “employee benefit plans” (within the meaning of Section 3(3) of ERISA), severance, termination pay, severance payfacility closing, Code Section 125 "redundancy, change-in-control, bonus, incentive, pension, savings, deferred compensation, supplemental pension, retirement, death benefit, health, life or disability insurance, dependent care, cafeteria" , vacation, and all other compensation, benefit, fringe benefit and other plans, programs, arrangements and agreements, (A) to which the Sellers or "flexible benefit" planany of their Affiliates (other than the Companies and the Company Subsidiaries) is a party; or (B) that are maintained, contributed to, required to be contributed to, or sponsored by the Sellers or any of their Affiliates (other than the Companies and the Company Subsidiaries) for the benefit of any current or former Employee, officer, director or consultant; (x) all employee benefit plans for which the Sellers or any of their Affiliates (other than the Companies and the Company Subsidiaries) could incur liability under Section 4069 of ERISA or otherwise in the event such plan has been or were to be terminated; (y) all employee benefit plans for which the Sellers or any of their Affiliates (other than the Companies and the Company Subsidiaries) could incur liability under Section 4212(c) of ERISA or any similar or equivalent provision in relation to those Employees located outside the United States; and (z) all contracts, terms and conditions of employment, arrangements, agreements and understandings, and forms thereof, between the Sellers or any of their Affiliates (other than the Companies and the Company Subsidiaries) and any Employee, officer, director or consultant (collectively, the “Seller Plans”, and together with the Company Plans, the “Plans”) provided, however, that employment agreements with Employees employed in the United Kingdom shall not be considered Seller Plans or Plans. No Company or Company Subsidiary has any express or implied commitment (i) to create, incur liability with respect to or cause to exist any other employee benefit plan, trust, program or arrangement, contract(ii) to enter into any other plan, agreement or arrangement to provide compensation or benefits to any individual or (iii) to modify, change or terminate any Company Plan, other than with respect to a modification, change or termination required by ERISA or the Code or applicable Law. Each Company Plan is in writing, and, except as set forth in Section 3.16(a), the Sellers have made available to the Purchaser, to the extent applicable: (1) a complete and accurate copy of each Company Plan; (2) any related trust agreement, insurance policy or commitment other funding instrument; (including without limitation, all employee pension benefit plans as defined in Section 3(23) the most recent determination letter of the Employee Retirement Income Security Act IRS or equivalent Governmental Authority in any non-U.S. jurisdiction; (4) any summary plan description and other written communications by the Companies or the Company Subsidiaries to its employees concerning the extent of 1974the benefits provided under a Company Plan; (5) for the two most recent years (A) the Form 5500 and attached schedules, as amended ("ERISA"B) audited financial statements (or if none, the latest cost summaries, including any Form 990 or 990T filings), and all employee welfare benefit plans as defined in Section 3(1(C) of ERISA), actuarial valuation reports; and (A6) under which current or former employees of the Company or any of its Subsidiaries or their respective ERISA Affiliates (as defined below) are entitled to participate by reason of their employment with the Company or any of its Subsidiaries or their respective ERISA Affiliates, whether or not any of the foregoing is funded, whether insured or self-funded and whether written or oral and with respect to which the Company or any of its Subsidiaries or their respective ERISA Affiliates are a party or a sponsor or a fiduciary thereof or by which the Company or any of its Subsidiaries or their respective ERISA Affiliates (or any of their rights, properties or assets) are bound or (B) with respect to which the Company or any of its Subsidiaries otherwise may have any material liability as described in Section 4.09(a) of the Disclosure Letter (the "EMPLOYEE BENEFIT PLANS"). For each Employee Benefit Plan, the Company has provided true and correct copies of all plan documents, summary plan descriptions, determination letters, all material communications with any government entity or agency (including the Internal Revenue Service and the PBGC) given or received with respect to any Employee Benefit Plan within the past five years, and the three most recent Forms 5500, including all financial or actuarial reports, if applicable, and all other attached schedulesnondiscrimination testing results.

Employee Benefit Matters. (a) Section 4.09(aSchedule 3.17(a) of the Disclosure Letter Schedules lists (i) all material pension, retirement, savings, disability, medical, dental, health, life (including all individual life insurance policies as to which the Company or any of its Subsidiaries is the owner, beneficiary or both), death benefit, group insurance, profit sharing, deferred compensation, stock option or other equity-based compensation, bonus, incentive, vacation pay, severance pay, Code Section 125 "cafeteria" or "flexible benefit" plan, or other employee benefit plan, trust, arrangement, contract, agreement, policy or commitment plans (including without limitation, all employee pension benefit plans as defined in Section 3(23(3) of the Employee Retirement Income Security Act of 1974, as amended ("“ERISA"”)), each “multi-employer plan” within the meaning of Section 3(37) or 4001(a)(3) of ERISA, and all bonus, stock option, stock purchase, restricted stock, incentive, deferred compensation, retiree medical or life insurance, supplemental retirement, expense reimbursement, tuition reimbursement, medical, hospital, disability, welfare or fringe benefit, change of control, severance or other benefit plans, programs or arrangements (including payroll practices), and all employee welfare benefit plans as defined in Section 3(1) of ERISA)employment, (A) under which current termination, severance or former employees of the Company other contracts or any of its Subsidiaries agreements providing for compensation or their respective ERISA Affiliates (as defined below) are entitled to participate by reason of their employment with the Company benefits, whether legally enforceable or any of its Subsidiaries or their respective ERISA Affiliatesnot, whether or not any of the foregoing is fundedreduced to writing, whether insured funded or selfunfunded, whether or not tax-funded qualified, and whether written or oral and not subject to ERISA, to which the Company is a party, with respect to which the Company has any obligation or which are maintained, contributed to or sponsored by the Company for the benefit of any current or former employee, officer, director, agent or service provider of the Company (collectively, the “Plans”). The Parent has been provided copies of each Plan and a copy of each document prepared in connection with each such Plan, including, to the extent applicable, a copy of (i) the governing plan document, including all amendments thereto, and all related trust documents or other funding arrangements; (ii) each summary plan description and summary of material modifications; (iii) the most recently filed IRS Form 5500 (and all schedules and financial statements attached thereto); (iv) the most recently received IRS determination or opinion or advisory letter with respect to each Plan; and (v) all notices the IRS, Department of Labor, or any of its Subsidiaries other Governmental Authority issued to the Company within the past three years. There are no other employee benefit plans, programs, arrangements or their respective ERISA Affiliates are a party agreements, whether formal or a sponsor informal, whether in writing or a fiduciary thereof or by not, to which the Company or any of its Subsidiaries or their respective ERISA Affiliates (or any of their rightsis a party, properties or assets) are bound or (B) with respect to which the Company has any obligation or which are maintained, contributed to or sponsored by the Company for the benefit of any of its Subsidiaries otherwise may have any material liability as described in Section 4.09(a) current or former employee, officer or director of the Disclosure Letter (the "EMPLOYEE BENEFIT PLANS")Company. For each Employee Benefit Plan, the Company has provided true and correct copies of all plan documents, summary plan descriptions, determination letters, all material communications with any government entity or agency (including the Internal Revenue Service and the PBGC) given or received with respect to any Employee Benefit Plan within the past five years, and the three most recent Forms 5500, including all financial or actuarial reports, if applicable, and all other attached schedules.37

Employee Benefit Matters. (a) Schedule 2.24(a) sets forth each “employee benefit plan,” as defined in Section 4.09(a3(3) of the Disclosure Letter lists all material pensionERISA, retirementeach employment, savingsconsulting, disabilityengagement, medicalretainer, dentalretention, healthseverance or similar agreement, life Contract, plan or policy and each other plan or arrangement (including all individual life insurance policies as to which the Company whether written or any of its Subsidiaries is the owneroral) providing for compensation, beneficiary or both)bonuses, death benefit, group insurance, profit profit-sharing, deferred compensation, stock option or other equity-based stock related rights or other forms of incentive or deferred compensation, bonusinsurance (including any self-insured arrangements), incentivehealth or medical benefits, vacation payemployee assistance program, disability or sick leave benefits, workers’ compensation, supplemental unemployment benefits, severance paybenefits and post-employment benefits (including compensation, Code Section 125 "cafeteria" pension, retirement, health, medical or "flexible benefit" life insurance benefits) or other form of benefits (including, but not limited to, tuition, company car, club dues, sick leave, maternity, paternity or family leave, health care reimbursement, dependent care assistance, cafeteria plan, or other employee benefit plan, trust, arrangement, contract, agreement, policy or commitment (including without limitation, all employee pension benefit plans as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"and regular in-kind gifts), and all employee welfare benefit plans as defined in Section 3(1) of ERISA)which is currently maintained, (A) under which current administered or former employees of contributed to by the Company or any of its Subsidiaries or their respective ERISA Affiliates (any entity that is treated as defined below) are entitled to participate by reason of their employment a single employer with the Company or any of its Subsidiaries under Code Section 414 (an “ERISA Affiliate”) and covers any employee, independent contractor, director or their respective ERISA Affiliatesformer employee, whether independent contractor or not director of the Company or any of the foregoing is fundedits Subsidiaries, whether insured or self-funded and whether written or oral and with respect to which the Company or any of its Subsidiaries has any liability (collectively referred herein as the “Plans” and each item thereunder a “Plan”). Schedule 2.24(a) separately identifies each Plan that is maintained, administered or their respective ERISA Affiliates are contributed to for the benefit of individuals residing or working outside the United States (each such Plan shall be referred to herein specifically as a party “Non-U.S. Benefit Plan”). True, correct and complete copies of each Plan (and, if applicable, related trusts, custodial arrangements or a sponsor funding agreements or a fiduciary thereof or by which insurance policies) and all amendments thereto have been furnished to Parent along with, to the Company or any of its Subsidiaries or their respective ERISA Affiliates (or any of their rights, properties or assets) are bound or (B) extent applicable with respect to which the Company or any of its Subsidiaries otherwise may have any material liability as described in Section 4.09(a) of the Disclosure Letter (the "EMPLOYEE BENEFIT PLANS"). For each Employee Benefit a Plan, the Company has provided true and correct copies of all plan documents, a current summary plan descriptionsdescription (including any summaries of material modification), determination lettersthe most recent annual reports (Form 5500 including, without limitation, all material communications schedules thereto, the most recent financial statements with attached opinions of independent accountants, and all actuarial reports), tax returns (Form 990) prepared in connection with any government entity such Plan or agency (including the Internal Revenue Service underlying trust, IRS determination letters and the PBGC) given any outstanding requests for a determination letter, all administrative services agreements, HIPAA policies and procedures and HIPAA notices of privacy practices and any policies and/or procedures used in Plan administration. Other than amendments provided to Parent, no amendments have been made to or received promised with respect to any Employee Benefit Plan within Plans. There are no negotiations, demands or proposals which are pending or threatened or which have been made since the past five yearsCompany’s inception or any such Subsidiary’s inception which concern matters now covered, and or that would be covered, by the three most recent Forms 5500, including all financial or actuarial reports, if applicable, and all other attached schedulesforegoing Plans.

Employee Benefit Matters. (a) Section 4.09(a5.13(a) of the Company Disclosure Letter lists each “employee benefit plan,” as defined in Section 3(3) of ERISA, and all other material employee benefit, employment, pension, retirementretention, savingsbonus, disabilityincentive, medicalequity incentive, dentaldeferred compensation, healthstock purchase, life stock option, severance, change in control, medical and other welfare and fringe benefit plans, agreements, contracts, schemes, programs, funds, commitments or arrangements, whether written or oral, qualified or nonqualified, funded or unfunded, which provide compensation or benefits to any current or former employee, director, officer, consultant, independent contractor, independent sales personnel or distributor of the Company or any of its Subsidiaries in the United States and (including all individual life insurance policies as i) which are maintained or contributed to or required to be maintained or contributed to by the Company or any of its Subsidiaries, (ii) to which the Company or any of its Subsidiaries is the owner, beneficiary a party or both), death benefit, group insurance, profit sharing, deferred compensation, stock option or other equity-based compensation, bonus, incentive, vacation pay, severance pay, Code Section 125 "cafeteria" or "flexible benefit" plan, or other employee benefit plan, trust, arrangement, contract, agreement, policy or commitment (including without limitation, all employee pension benefit plans as defined in Section 3(2iii) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and all employee welfare benefit plans as defined in Section 3(1) of ERISA), (A) under which current or former employees of the Company or any of its Subsidiaries or their respective ERISA Affiliates (as defined below) are entitled to participate by reason of their employment with the Company or any of its Subsidiaries or their respective ERISA Affiliates, whether or not any of the foregoing is funded, whether insured or self-funded and whether written or oral and with respect to which the Company or any of its Subsidiaries may otherwise have any liability (contingent or their respective ERISA Affiliates are a party or a sponsor or a fiduciary thereof or by which otherwise), in each case other than Non-U.S. Benefit Plans (collectively, the Company or any of its Subsidiaries or their respective ERISA Affiliates (or any of their rights, properties or assets) are bound or (B) with “Benefit Plans”). With respect to which the Company or any of its Subsidiaries otherwise may have any material liability as described in Section 4.09(a) of the Disclosure Letter (the "EMPLOYEE BENEFIT PLANS"). For each Employee Benefit Plan, the Company has provided made available to Parent a true and correct copies complete copy of all plan documentsthe following, to the extent applicable: (A) the most recent summary plan descriptionsdescription for each Benefit Plan for which a summary plan description is required; (B) such Benefit Plan, and each trust, annuity contract, insurance contract or other funding arrangement and administrative services agreement relating to such Benefit Plan; (C) the most recent annual report (Form 5500) for each Benefit Plan for which such report is required to be filed; (D) the most recent actuarial report for each Benefit Plan for which such a report is required under ERISA; (E) the most recent determination letters, all material communications with any government entity or agency (including letter issued by the Internal Revenue Service and the PBGC) given or received IRS with respect to any Employee each Benefit Plan within intended to qualify under Section 401(a) of the past five Code; (F) the most recent coverage and nondiscrimination test performed under the Code (including 401(k) and 401(m) tests); (G) all other filings made with any Governmental Authority during the prior three years, and including, but not limited to, any filings under the three most recent Forms 5500Voluntary Compliance Resolution or Closing Agreement Program, including all financial the Department of Labor Delinquent Filer Voluntary Compliance Program, or actuarial reports, if applicable, and all other attached schedulesthe Department of Labor Voluntary Fiduciary Correction Program.

Employee Benefit Matters. (a) Section 4.09(aPart 3.12(a)(i) of the Disclosure Letter lists contains a true and complete list, as of the date of this Agreement, of all U.S. employees of the Company and its Subsidiaries, including their position, duration of service and salary, and Part 3.12(a)(ii) of the Disclosure Letter contains a true and complete list, as of the date of this Agreement, of each “employee benefit plan” within the meaning of Section 3(3) of ERISA, whether or not subject to ERISA, all material pensionequity or equity-based (including the Company Stock Plans), change in control, bonus or other incentive compensation, disability, salary continuation, employment, consulting, indemnification, severance, retention, retirement, savings, disability, medical, dental, health, life (including all individual life insurance policies as to which the Company or any of its Subsidiaries is the owner, beneficiary or both), death benefit, group insurancepension, profit sharing, savings or thrift, deferred compensation, stock option health or life insurance, employee discount or free product, vacation, sick pay or paid time off plans, programs, policies, contracts, agreements, or arrangements (other equity-based compensationthan any immaterial fringe benefits), bonus, incentive, vacation pay, severance pay, Code Section 125 "cafeteria" and each other material benefit or "flexible benefit" compensation plan, or other employee benefit planprogram, trust, arrangementpolicy, contract, agreementagreement or arrangement (or, policy in the case of employee offer letters or commitment (including without limitationemployment agreements, all employee pension benefit plans as defined in Section 3(2) the Company’s and any Subsidiary’s forms of offer letter or employment agreement and any individual letter or agreement that materially deviates from the Employee Retirement Income Security Act of 1974, as amended ("ERISA"form for the applicable jurisdiction), and all employee welfare benefit plans as defined in Section 3(1each case, established, maintained, sponsored or contributed to (or with respect to which any obligation to contribute has been undertaken) of ERISA), (A) under which current or former employees of by the Company or any of its Subsidiaries or their respective ERISA Affiliates (as defined below) are entitled to participate by reason of their employment with the Company or any of its Subsidiaries or their respective ERISA Affiliates, whether or not any of the foregoing is funded, whether insured or self-funded and whether written or oral and with respect to which the Company or any of its Subsidiaries has, or their respective reasonably would be expected to have, any liability or obligation that is subject to the Laws of the United States or primarily for the benefit of individuals regularly employed in the United States (collectively, the “Company Benefit Plans”). Other than the Company’s Subsidiaries, there are no ERISA Affiliates are a party or a sponsor or a fiduciary thereof or by which of the Company. Neither the Company or nor any of its Subsidiaries or their respective ERISA Affiliates (or nor any of their rightscurrent or former ERISA Affiliates has ever maintained, properties contributed to, or assetssponsored (or had any obligation of any sort, contingent or otherwise, with respect to) are bound (1) a Multiemployer Plan or the local equivalent thereof under applicable Laws, (2) a plan described in Section 413 of the Code, (3) a plan subject to Title IV of ERISA, (4) a plan subject to the minimum funding standards of Section 412 of the Code or Section 302 of ERISA, or (B5) a plan maintained in connection with respect to which any trust described in Section 501(c)(9) of the Code. No Company Benefit Plan provides any post-retirement health or welfare benefits for any current or former employee of the Company or its Subsidiaries (or their dependents), other than as required under the Consolidated Omnibus Reconciliation Act of 1985, as amended (“COBRA”) or similar state law or for a limited period of time following a termination of employment pursuant to the terms of an existing employment, severance or similar agreement in effect as of the date hereof that has been made available to Parent and is set forth on Part 3.12(a)(ii) of the Disclosure Letter. Neither the Company nor any of its Subsidiaries otherwise may have has made any promises or commitments to create any additional Company Benefit Plan or to modify or change in any material liability as described in Section 4.09(a) of the Disclosure Letter (the "EMPLOYEE BENEFIT PLANS"). For each Employee Benefit Plan, the way any existing Company has provided true and correct copies of all plan documents, summary plan descriptions, determination letters, all material communications with any government entity or agency (including the Internal Revenue Service and the PBGC) given or received with respect to any Employee Benefit Plan within the past five years, and the three most recent Forms 5500, including all financial other than those amendments or actuarial reports, if applicable, and all other attached schedulesmodifications required by applicable Law.

Employee Benefit Matters. (a) Section 4.09(a4.9(a) of the Company Disclosure Letter lists all material pensionSchedule sets forth a true and complete list of each "employee benefit plan" as defined in Section 3(3) of ERISA and any other plan, retirementpolicy, savingsprogram, disabilitypractice, medicalagreement, dentalunderstanding or arrangement (whether written or oral) providing any present or future right to benefits to any current or former director, healthofficer, life employee or consultant (including all individual life insurance policies as or to any dependent or beneficiary thereof) of the Company, KMV Corporation or any ERISA Affiliate, which are now, or were within the past six years, maintained, sponsored or contributed to by KMV Corporation, the Company or any of its Subsidiaries is ERISA Affiliate, or under which KMV Corporation, the ownerCompany or any ERISA Affiliate has had or has any present or future obligation or liability, beneficiary whether actual or both)contingent, death benefitincluding, group insurancewithout limitation, profit sharingall incentive, bonus, deferred compensation, change-in-control, fringe benefit, vacation, holiday, cafeteria, medical, disability, stock option purchase, stock option, stock appreciation, phantom stock, restricted stock or other equitystock-based compensationcompensation plans, bonuspolicies, incentiveprograms, vacation pay, severance pay, Code Section 125 "cafeteria" practices or "flexible benefit" arrangements. Each such plan, or other employee benefit plan, trust, arrangement, contract, agreement, program, policy or commitment (including without limitation, all employee pension benefit plans and arrangement shall be referred to as defined a "Benefit Plan". Each Benefit Plan is further designated in Section 3(24.9(a) of the Employee Retirement Income Security Act of 1974Company Disclosure Schedule as either currently or formerly maintained, as amended sponsored or contributed to by the Company (a "ERISACompany Benefit Plan") by KMV Corporation (a "KMV Corporation Benefit Plan") or by any other entity (in which case such entity is set forth). Neither the Company, and all employee welfare benefit plans as defined in Section 3(1) of ERISA)KMV Corporation or any ERISA Affiliate, (A) under which current or former employees nor to the Knowledge of the Company Group, any other Person, has any express or any of its Subsidiaries or their respective ERISA Affiliates (as defined below) are entitled to participate by reason of their employment with the Company or any of its Subsidiaries or their respective ERISA Affiliatesimplied commitment, whether legally enforceable or not not, to modify, change or terminate any of the foregoing is fundedCompany Plan, whether insured or self-funded and whether written or oral and other than with respect to which a modification, change or termination required by ERISA or the Company or any of its Subsidiaries or their respective ERISA Affiliates are a party or a sponsor or a fiduciary thereof or by which the Company or any of its Subsidiaries or their respective ERISA Affiliates (or any of their rights, properties or assets) are bound or (B) with Code. With respect to which the Company or any of its Subsidiaries otherwise may have any material liability as described in Section 4.09(a) of the Disclosure Letter (the "EMPLOYEE BENEFIT PLANS"). For each Employee Benefit Plan, the Company has provided true delivered to Parent true, current, correct and correct complete copies of (A) each Benefit Plan (or, if not written, a written summary of its 37 material terms), including without limitation all plan documents, adoption agreements, trust agreements, insurance Contracts or other funding vehicles and all amendments thereto, (B) all summaries and summary plan descriptions, including any summary of material modifications or Form 5305-SEP distributed to Benefit Plan participants, (C) the most recent annual reports (Form 5500 series) filed with the IRS with respect to such Benefit Plan (and, if the most recent annual report is a Form 5500R, the most recent Form 5500C filed with respect to such Benefit Plan) and any attached schedules, (D) the most recent actuarial report or other financial statement relating to such Benefit Plan, as applicable, (E) the most recent determination lettersor opinion letter, all material communications with any government entity or agency (including if any, issued by the Internal Revenue Service and the PBGC) given or received IRS with respect to any Employee Benefit Plan within and any pending request for such a determination letter, (F) the past five yearsmost recent nondiscrimination tests performed under the Code (including 401(k) and 401(m) tests) for each Benefit Plan, (G) a description of any amendments to a Benefit Plan that are materially different from the terms of the Benefit Plan in existence at the time the determination or opinion letter was obtained, and the three most recent Forms 5500(H) all filings made with any Governmental Authorities, including all financial but not limited any filings under the Voluntary Compliance Resolution or actuarial reports, if applicable, and all other attached schedulesClosing Agreement Program or the Department of Labor Delinquent Filer Program.

Employee Benefit Matters. (a) All employee or director benefit plans, arrangements or agreements, whether or not written, including but not limited to any employee welfare benefit plan within the meaning of Section 4.09(a3(1) of the Disclosure Letter lists all ERISA, any employee pension benefit plan within the meaning of Section 3(2) of ERISA (whether or not such plan is subject to ERISA) and any other material pensionbonus, retirement, savings, disability, medical, dental, health, life (including all individual life insurance policies as to which the Company or any of its Subsidiaries is the owner, beneficiary or both), death benefit, group insurance, profit sharingincentive, deferred compensation, vacation, stock option purchase, stock option, severance, employment, change of control or other equity-based compensation, bonus, incentive, vacation pay, severance pay, Code Section 125 "cafeteria" or "flexible benefit" plan, or other employee fringe benefit plan, trustprogram or agreement sponsored, arrangementmaintained or contributed to by the Company, contract, agreement, policy or commitment (including without limitation, all employee pension benefit plans as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and all employee welfare benefit plans as defined in Section 3(1) of ERISA), (A) under which current or former employees of the Company or any of its Subsidiaries or their respective ERISA any of its Affiliates (as defined below) are entitled to participate by reason for the benefit of their employment with any current or former employee or director of the Company or Company, any of its Subsidiaries or their respective ERISA any of its Affiliates, whether or not any of the foregoing is funded, whether insured or self-funded and whether written or oral and with respect to which the Company or any of its Subsidiaries could have material liability are listed in SECTION 3.17(a) OF THE DISCLOSURE SCHEDULE (together with all non-material bonus, incentive, deferred compensation, vacation, stock purchase, stock option, severance, employment, change of control or their respective ERISA fringe benefit plans, programs or agreements sponsored, maintained or contributed to by the Company, any of its Subsidiaries or any of its Affiliates for the benefit of any current or former employee or director of the Company, any of its Subsidiaries or any of its Affiliates, the "COMPANY BENEFIT PLANS"). True and complete copies of (i) the Company Benefit Plans listed in SECTION 3.17(a) OF THE DISCLOSURE SCHEDULE (or, in the case of any unwritten Company Benefit Plan, a description thereof) and any amendment thereto, (ii) the most recent summary plan description (or similar document) for each Company Benefit Plan, if any, (iii) the three most recent Annual Reports (including but not limited to Form 5500 Series in the United States) and accompanying schedules, if any, and (iv) the most recent determination letter from the IRS (if applicable) for such Company Benefit Plans have been provided to the Major Investors. Except as specifically provided in the foregoing documents, there are a party no material amendments to any Company Benefit Plan listed in SECTION 3.17(a) OF THE DISCLOSURE SCHEDULE that have been adopted or a sponsor or a fiduciary thereof or by which approved nor has the Company or any of its Subsidiaries or their respective ERISA Affiliates (or undertaken to make any of their rights, properties or assets) are bound or (B) with respect to which the Company or any of its Subsidiaries otherwise may have any such material liability as described in Section 4.09(a) of the Disclosure Letter (the "EMPLOYEE BENEFIT PLANS"). For each Employee Benefit Plan, the Company has provided true and correct copies of all plan documents, summary plan descriptions, determination letters, all material communications with any government entity or agency (including the Internal Revenue Service and the PBGC) given or received with respect amendments to any Employee Company Benefit Plan within listed in SECTION 3.17(a) OF THE DISCLOSURE SCHEDULE or to adopt or approve any new plan, program or agreement that would be required to be included in SECTION 3.17(a) OF THE DISCLOSURE SCHEDULE had such plan, program or agreement been in effect on the past five years, and the three most recent Forms 5500, including all financial or actuarial reports, if applicable, and all other attached schedulesdate hereof.

Employee Benefit Matters. (a) Section 4.09(a3.9(a) of the Disclosure Letter lists all material pension, retirement, savings, disability, medical, dental, health, life (including all individual life insurance policies as to which the Company or any of its Subsidiaries is the owner, beneficiary or both), death benefit, group insurance, profit sharing, deferred compensation, stock option or other equity-based compensation, bonus, incentive, vacation pay, severance pay, Code Section 125 "cafeteria" or "flexible benefit" planplan under Section 125 of the Code, or other employee benefit plan, trust, arrangement, contract, agreement, policy or commitment (including without limitation, all employee pension benefit plans as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and all material employee welfare benefit plans as defined in Section 3(13(l) of ERISA), (A) under which current or former employees of the Company or any of its Subsidiaries or their respective ERISA Affiliates (as defined below) are entitled to participate by reason of their employment with the Company or any of its Subsidiaries or their respective ERISA Affiliates, whether or not any of the foregoing is funded, whether insured or self-funded and whether written or oral and with respect to which the Company or any of its Subsidiaries or their respective ERISA Affiliates are a party or a sponsor or a fiduciary thereof or by which the Company or any of its Subsidiaries or their respective ERISA Affiliates (or any of their rights, properties or assets) are bound or (B) with respect to which the Company or any of its Subsidiaries otherwise may have any material liability as described in Section 4.09(a) of the Disclosure Letter (collectively, the "EMPLOYEE BENEFIT PLANSEmployee Benefit Plans"). For each Employee Benefit Plan, the Company has provided made available true and correct copies of all plan documents, all employment agreements, summary plan descriptions, determination letters, all material communications with any government entity or agency (including the Internal Revenue Service and the PBGC) given or received with respect to any Employee Benefit Plan other than non-material communications received in the ordinary course within the past five (5) years, and the three (3) most recent Forms 5500, including all financial or actuarial reports, if applicable, and all other attached schedules.

Employee Benefit Matters. (a) Schedule 2.24(a) sets forth each “employee benefit plan,” as defined in Section 4.09(a3(3) of the Disclosure Letter lists all material pensionERISA, retirementeach employment, savingsconsulting, disabilityengagement, medicalretainer, dentalretention, healthseverance or similar agreement, life Contract, plan or policy and each other plan or arrangement (including all individual life insurance policies as to which the Company whether written or any of its Subsidiaries is the owneroral and whether or not considered legally binding) providing for compensation, beneficiary or both)bonuses, death benefit, group insurance, profit profit-sharing, deferred compensation, stock option or other equity-based stock related rights or other forms of incentive or deferred compensation, bonusinsurance (including any self-insured arrangements), incentivehealth or medical benefits, vacation payemployee assistance program, disability or sick leave benefits, workers’ compensation, supplemental unemployment benefits, severance paybenefits and post-employment benefits (including compensation, Code Section 125 "cafeteria" pension, retirement, health, medical or "flexible benefit" life insurance benefits) or other form of benefits (including, but not limited to, tuition, company car, club dues, sick leave, maternity, paternity or family leave, health care reimbursement, dependent care assistance, cafeteria plan, or other employee benefit plan, trust, arrangement, contract, agreement, policy or commitment (including without limitation, all employee pension benefit plans as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"and regular in-kind gifts), and all employee welfare benefit plans as defined in Section 3(1) of ERISA)which is currently maintained, (A) under which current administered or former employees of contributed to by the Company or any of its Subsidiaries or their respective ERISA Affiliates (entity that is treated as defined below) are entitled to participate by reason of their employment a single employer with the Company under Code Section 414 and covers any employee, independent contractor, director or any of its Subsidiaries former employee, independent contractor or their respective ERISA Affiliates, whether or not any director of the foregoing is fundedCompany, whether insured or self-funded and whether written or oral and with respect to which the Company has any liability (collectively referred herein as the “Plans” and each item thereunder a “Plan”). Schedule 2.24(a) separately identifies each Plan that is maintained, administered or any contributed to for the benefit of its Subsidiaries individuals residing or their respective ERISA Affiliates are a party working outside the United States. True, correct and complete copies of each Plan (and, if applicable, related trusts, custodial arrangements or a sponsor funding agreements or a fiduciary thereof or by which insurance policies) and all amendments thereto have been furnished to Parent along with, to the Company or any of its Subsidiaries or their respective ERISA Affiliates (or any of their rights, properties or assets) are bound or (B) extent applicable with respect to which the Company or any of its Subsidiaries otherwise may have any material liability as described in Section 4.09(a) of the Disclosure Letter (the "EMPLOYEE BENEFIT PLANS"). For each Employee Benefit a Plan, the Company has provided true and correct copies of all plan documents, a current summary plan descriptionsdescription (including any summaries of material modification), determination lettersthe three most recent annual reports (Form 5500 including without limitation, all material communications schedules thereto, all financial statements with attached opinions of independent accountants, and all actuarial reports), tax returns (Form 990) prepared in connection with any government entity such Plan or agency (including the Internal Revenue Service underlying trust, IRS determination letters and the PBGC) given any outstanding requests for a determination letter, and all administrative services agreements. Other than amendments provided to Parent, no amendments have been made to or received promised with respect to any Employee Benefit Plan within the past five years, and the three most recent Forms 5500, including all financial or actuarial reports, if applicable, and all other attached schedulesPlans.

Employee Benefit Matters. (a) Section 4.09(a3.12(a) of the Disclosure Letter lists all material Schedule contains a complete and accurate list, as of the date hereof, of (i) each employment, bonus, pension, retirement, savings, disability, medical, dental, health, life (including all individual life insurance policies as to which the Company or any of its Subsidiaries is the owner, beneficiary or both), death benefit, group insurance, profit sharing, deferred compensation, incentive compensation, stock option ownership, stock purchase, stock appreciation, restricted stock, stock option, “phantom” stock, performance, retirement, thrift, savings, stock bonus, paid time off, perquisite, fringe benefit, vacation, severance, disability, death benefit, hospitalization, medical, welfare benefit or other equity-based compensation, bonus, incentive, vacation pay, severance pay, Code Section 125 "cafeteria" or "flexible benefit" plan, or other employee benefit plan, trust, arrangement, contract, agreementprogram, policy or commitment contract maintained, contributed to or required to be maintained or contributed to by Guidant or any of the Asset Sellers or Transferred Subsidiaries or any other Person that, together with Guidant, is treated as a single employer under Section 414(b), (including without limitationc), all employee pension benefit plans as defined in Section 3(2(m) or (o) of the Employee Retirement Income Security Act Code (each, a “Commonly Controlled Entity”) (exclusive of 1974any such plan, as amended ("ERISA"program, policy or contract mandated by and maintained solely pursuant to applicable Law), and all employee welfare benefit plans as defined in Section 3(1) of ERISA), (A) under which each case providing benefits to any current or former employees U.S. Business Employee or Non-U.S. Business Employee (collectively, but exclusive of individual option and restricted award agreements issued under the Company or Stock Plans, the “Guidant Benefit Plans”) and (ii) each Guidant Benefit Agreement (exclusive of local offer letters mandated under applicable non-U.S. Law that do not impose any of its Subsidiaries or their respective ERISA Affiliates (as defined below) are entitled to participate by reason of their employment with the Company or severance obligations other than any of its Subsidiaries or their respective ERISA Affiliates, whether or not any of the foregoing is funded, whether insured or self-funded and whether written or oral and with respect to which the Company or any of its Subsidiaries or their respective ERISA Affiliates are a party or a sponsor or a fiduciary thereof or by which the Company or any of its Subsidiaries or their respective ERISA Affiliates (or any of their rights, properties or assets) are bound or (B) with respect to which the Company or any of its Subsidiaries otherwise may have any material liability as described in Section 4.09(a) of the Disclosure Letter (the "EMPLOYEE BENEFIT PLANS"mandatory statutory severance). For each Employee Benefit Plan, the Company Guidant has provided caused to be made available to Xxxxxx a true and correct copies complete copy of all plan documents(i) each Guidant Benefit Plan or, at Guidant’s option, in the case of Guidant Benefit Plans maintained primarily for Non-U.S. Business Employees, a summary plan descriptionsthereof (or, determination lettersin either case, all material communications with any government entity or agency (including the Internal Revenue Service and the PBGC) given or received with respect to any Employee unwritten Guidant Benefit Plans, descriptions thereof) and each Guidant Benefit Agreement (exclusive of local offer letters mandated under applicable foreign Law that do not impose any severance obligations other than mandatory severance), (ii) the two most recent annual reports on Form 5500 required to be filed with the IRS with respect to each Guidant Benefit Plan within (if any such report was required), (iii) the past five yearsmost recent summary plan description for each Guidant Benefit Plan for which such summary plan description is required, and the three most recent Forms 5500, including all financial (iv) each trust and insurance or actuarial reports, if applicable, and all other attached schedulesgroup annuity contract relating to any Guidant Benefit Plan.

Employee Benefit Matters. (a) Section 4.09(a3.19(a) of the Disclosure Letter lists all material Schedules contains a true and complete list of each pension, benefit, retirement, savingscompensation, disabilityemployment, medicalconsulting, dental, health, life (including all individual life insurance policies as to which the Company or any of its Subsidiaries is the owner, beneficiary or both), death benefit, group insurance, profit profit-sharing, deferred compensation, stock option or other equity-based compensationincentive, bonus, incentiveperformance award, vacation payphantom equity, severance paystock or stock-based, stock option, change in control, retention, severance, vacation, paid time off (PTO), medical, vision, dental, disability, welfare, Code Section 125 "cafeteria" or "flexible benefit" , fringe benefit and other similar agreement, plan, policy, program or other arrangement (and any amendments thereto), in each case whether or not reduced to writing and whether funded or unfunded, including each “employee benefit plan, trust, arrangement, contract, agreement, policy or commitment (including without limitation, all employee pension benefit plans as defined in ” within the meaning of Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and all employee welfare benefit plans as defined in Section 3(13(3) of ERISA), (A) under whether or not tax-qualified and whether or not subject to ERISA, which is maintained, sponsored, contributed to, or required to be contributed to by the Companies or their Subsidiaries for the benefit of any current or former employees employee, officer, director, retiree, independent contractor or consultant of the Company Companies or their Subsidiaries or any spouse or dependent of such individual, or under which the Companies or their Subsidiaries or any of their ERISA Affiliates has or may have any Liability, or with respect to which Buyer or any of its Subsidiaries or their respective ERISA Affiliates (as defined below) are entitled would reasonably be expected to participate by reason of their employment with the Company or any of its Subsidiaries or their respective ERISA Affiliates, whether or not any of the foregoing is funded, whether insured or self-funded and whether written or oral and with respect to which the Company or any of its Subsidiaries or their respective ERISA Affiliates are a party or a sponsor or a fiduciary thereof or by which the Company or any of its Subsidiaries or their respective ERISA Affiliates (or any of their rights, properties or assets) are bound or (B) with respect to which the Company or any of its Subsidiaries otherwise may have any material liability as described Liability, contingent or otherwise (each, a “Benefit Plan”). The Companies and their Subsidiaries have separately identified in Section 4.09(a3.19(a) of the Disclosure Letter Schedules (i) each Benefit Plan that contains a change in control provision and (ii) each Benefit Plan that is maintained, sponsored, contributed to, or required to be contributed to by the "EMPLOYEE BENEFIT PLANS"). For each Employee Companies or their Subsidiaries primarily for the benefit of employees outside of the United States (a “Non-U.S. Benefit Plan, the Company has provided true and correct copies of all plan documents, summary plan descriptions, determination letters, all material communications with any government entity or agency (including the Internal Revenue Service and the PBGC) given or received with respect to any Employee Benefit Plan within the past five years, and the three most recent Forms 5500, including all financial or actuarial reports, if applicable, and all other attached schedules”).

Employee Benefit Matters. (a) Section 4.09(a4.17(a) of the Company Disclosure Letter lists all Schedule contains a true, correct and complete list of each material pension, retirement, savings, disability, medical, dental, health, life employee benefit plan (including all individual life insurance policies any “employee benefit plan” as to which the Company or defined in Section 3(3) of ERISA) and any of its Subsidiaries is the owner, beneficiary or both), death benefit, group insurance, profit sharing, deferred compensationstock purchase, stock option or other equityoption, restricted stock and stock units, share appreciation rights, severance, employment, consulting, change-based compensationin-control, fringe benefit, bonus, incentive, vacation paydeferred compensation, severance payvacation, Code Section 125 "cafeteria" group or "flexible benefit" planindividual health, dental, medical, life insurance, survivor benefits, and any employment, deferred compensation, severance, consulting or similar contract or agreement (including any offer letter other than an offer letter terminable at-will, without the incurrence of any Liability other than COBRA) and all other material employee benefit plans, Contracts, agreements, programs, policies or other arrangements relating to employee benefits or entitlements, whether oral or written, whether or not subject to ERISA) maintained or contributed to by an Acquired Company for the benefit plan, trust, arrangement, contract, agreement, policy or commitment (including without limitation, all employee pension benefit plans as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and all employee welfare benefit plans as defined in Section 3(1) of ERISA), (A) under which any current or former employees and any individual independent contractors of the Company Acquired Companies or any of its Subsidiaries or their respective ERISA Affiliates (as defined below) are entitled to participate by reason of their employment with the Company or any of its Subsidiaries or their respective ERISA Affiliates, whether or not any of the foregoing is funded, whether insured or self-funded and whether written or oral and with respect to which the Company or any of its Subsidiaries or their respective ERISA Affiliates are a party or a sponsor or a fiduciary thereof or by which the Company or any of its Subsidiaries or their respective ERISA Affiliates (or any of their rights, properties or assets) are bound or (B) with respect to which the Company or any of its Subsidiaries otherwise may Acquired Companies have any material liability as described in Section 4.09(a) of Liability (each, a “Company Benefit Plan” and, collectively, the Disclosure Letter (the "EMPLOYEE BENEFIT PLANS"“Company Benefit Plans”). For each Employee Benefit PlanPrior to the date hereof, the Company has provided true to Parent and correct its agents and representatives, as applicable, copies of all plan documents(i) each Company Benefit Plan, including schedules and financial statements attached thereto, (ii) the most recent annual report (Form 5500) filed with the IRS with respect to each such applicable Company Benefit Plan, (iii) each trust agreement and any other material written agreement (including any material amendment) relating to each such Company Benefit Plan, (iv) the most recent summary plan descriptionsdescription for each such Company Benefit Plan for which a summary plan description is required, determination letters, all material communications together with any government entity summary of material modifications thereto, (v) the most recent determination or agency (including opinion letter issued by the Internal Revenue Service and the PBGC) given or received IRS with respect to any Employee such Company Benefit Plan within intended to be qualified under Section 401(a) of the past five yearsCode and (vi) for any oral plan, and the three most recent Forms 5500agreement, including all financial program or actuarial reportsarrangement, if applicable, and all other attached schedulesa written summary thereof.

Employee Benefit Matters. (a) Except as set forth in Section 4.09(a3.12(a) of the Company Disclosure Letter lists all material pensionSchedule, retirement, savings, disability, medical, dental, health, life (including all individual life insurance policies as to which none of the Company or the Company Subsidiaries maintains, contributes to or has any obligation with respect to, any material employee benefit plan within the meaning of its Subsidiaries is the owner, beneficiary or both§ 3(3) of ERISA (an “ERISA Plan”), death benefit, group insuranceor any other material retirement, profit sharing, stock option, stock bonus or deferred compensation, stock option severance, sick leave, employment, retention, compensation or other equity-based compensation, bonus, incentive, vacation pay, severance pay, Code Section 125 "cafeteria" or "flexible benefit" plan, or other material employee benefit plan, trust, arrangement, contract, agreement, policy program or commitment (including without limitation, all employee pension benefit plans as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and all employee welfare benefit plans as defined in Section 3(1) of ERISA), (A) under which arrangement providing benefits to current or former employees employees, officers or directors, in each case whether or not terminated, of the Company or any of its the Company Subsidiaries (a “Non-ERISA Plan”); provided, however, that Section 3.12(a) does not identify any International Plan (i) the existence of which is required by applicable Law, or their respective ERISA Affiliates (as defined belowii) are entitled to participate by reason which is an employment, retention, severance, consulting or similar agreement with any employee of their employment with the Company or any of its the Company Subsidiaries or their respective that provides for total annual compensation that is not in excess of $200,000. All ERISA AffiliatesPlans and Non-ERISA Plans (collectively, whether or not any “Benefit Plans”) are being maintained and operated in all material respects in accordance with all Laws applicable to such plans and the terms and conditions of the foregoing is funded, whether insured or self-funded and whether written or oral and respective plan documents. The Internal Revenue Service (the “IRS”) has issued a favorable determination letter with respect to which each ERISA Plan (or, in the Company or any case of its Subsidiaries or their respective an ERISA Affiliates are Plan that is based upon a party or a sponsor or a fiduciary thereof or by which the Company or any of its Subsidiaries or their respective ERISA Affiliates (or any of their rightsprototype plan, properties or assets) are bound or (B) an opinion letter with respect to which the Company or any underlying pre-approved plan) that is intended to be a “qualified plan” within the meaning of its Subsidiaries otherwise may have any material liability as described in Section 4.09(a§401(a) of the Disclosure Letter (Code and, to the "EMPLOYEE BENEFIT PLANS")Knowledge of the Company, nothing has occurred that could adversely affect the qualified status of such ERISA Plan. For each Employee Benefit Plan, No ERISA Plan is subject to Title IV or §302 of ERISA or §412 of the Code and the Company has provided true and correct copies of all plan documents, summary plan descriptions, determination letters, all material communications with any government entity or agency (including the Internal Revenue Service and the PBGC) given or received Company Subsidiaries have no liability with respect to any Employee such employee benefit plan or to the Pension Benefit Guaranty Corporation on behalf of any such employee benefit plan. None of the Company, any Company Subsidiary or any ERISA Affiliate maintains or contributes to any employee benefit plan that is subject to Title IV or §302 of XXXXX xx §000 of the Code. None of the Company, any Company Subsidiary or any ERISA Affiliate contributes, has an obligation to contribute to or has any liability with respect to any Multiemployer Plan or a plan that has two or more contributing sponsors at least two of whom are not under common control, within the meaning of §4063 of ERISA, other than with respect to an International Plan. Except as required by applicable non-U.S. law or as set forth in Section 3.12(a) of the Company Disclosure Schedule, and except for continuation coverage as required by §4980B of the Code, Section 601 et seq. of ERISA or by applicable state insurance or non-U.S. Laws (“COBRA”), no Benefit Plan within provides life, health, medical or other welfare benefits to current or former employees, officers or directors or beneficiaries or dependents thereof after termination of employment. The Company, the past five years, Company Subsidiaries and each ERISA Affiliate have complied in all material respects with the three most recent Forms 5500, including all financial or actuarial reports, if applicable, and all other attached schedulesrequirements of COBRA.

Employee Benefit Matters. (a) Section 4.09(a4.18(a) of the Disclosure Letter lists all material Schedules contains a true and complete list of each pension, benefit, retirement, savingscompensation, disabilityemployment, medicalconsulting, dental, health, life (including all individual life insurance policies as to which the Company or any of its Subsidiaries is the owner, beneficiary or both), death benefit, group insurance, profit profit-sharing, deferred compensation, stock option or other equity-based compensationincentive, bonus, incentiveperformance award, vacation payphantom equity, severance paystock or stock- based, Code Section 125 "cafeteria" or "flexible benefit" change in control, retention, severance, vacation, paid time off, welfare, fringe-benefit and other similar agreement, plan, policy, program or other arrangement (and any amendments thereto), in each case whether or not reduced to writing and whether funded or unfunded, including each “employee benefit plan, trust, arrangement, contract, agreement, policy or commitment (including without limitation, all employee pension benefit plans as defined in ” within the meaning of Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and all employee welfare benefit plans as defined in Section 3(13(3) of ERISA), (A) under whether or not tax- qualified and whether or not subject to ERISA, which is maintained, sponsored, contributed to, or required to be contributed to by either Seller for the benefit of any current or former employees employee, officer, director, manager, retiree, independent contractor or consultant of the Company Business or any spouse or dependent of such individual, or under which either Seller or any of its Subsidiaries or their respective ERISA Affiliates (as defined below) are entitled has or may have any material Liability, or with respect to participate by reason of their employment with the Company which Buyer or any of its Subsidiaries or their respective ERISA Affiliates, whether or not any of the foregoing is funded, whether insured or self-funded and whether written or oral and with respect Affiliates would reasonably be expected to which the Company or any of its Subsidiaries or their respective ERISA Affiliates are a party or a sponsor or a fiduciary thereof or by which the Company or any of its Subsidiaries or their respective ERISA Affiliates (or any of their rights, properties or assets) are bound or (B) with respect to which the Company or any of its Subsidiaries otherwise may have any material liability Liability, contingent or otherwise (as described in listed on Section 4.09(a4.18(a) of the Disclosure Letter (the "EMPLOYEE BENEFIT PLANS"Schedules, each, a “Benefit Plan”). For (b) With respect to each Employee Benefit Plan, the Company has provided true Sellers have made available to Buyer accurate, current and correct complete copies of each of the following: (i) where the Benefit Plan has been reduced to writing, the plan document together with all amendments; (ii) where the Benefit Plan has not been reduced to writing, a written summary of all material plan documentsterms; (iii) where applicable, copies of any trust agreements or other funding arrangements, custodial agreements, insurance policies and contracts, administration agreements and similar agreements, and investment management or investment advisory agreements, now in effect; (iv) copies of any summary plan descriptions, determination letterssummaries of material modifications, employee handbooks and any other written communications (or a description of any oral communications) relating to any Benefit Plan; (v) in the case of any Benefit Plan that is intended to be qualified under Section 401(a) of the Code, a copy of the most recent determination, opinion or advisory letter from the Internal Revenue Service; and (vi) copies of material notices, letters or other correspondence from the Internal Revenue Service, Department of Labor, Pension Benefit Guaranty Corporation or other Governmental Authority relating to the Benefit Plan received by either Seller. (c) Except as set forth in Section 4.18(c) of the Disclosure Schedules, each Benefit Plan and related trust (other than any multiemployer plan within the meaning of Section 3(37) of ERISA (each a “Multiemployer Plan”)) has been established, administered and maintained in all material communications respects in accordance with any government entity or agency its terms and in material compliance with all applicable Laws (including ERISA and the Code). Each Benefit Plan that is intended to be qualified under Section 401(a) of the Code (a “Qualified Benefit Plan”) is so qualified and has received a favorable and current determination letter from the Internal Revenue Service, or with respect to a prototype plan, can rely on an opinion letter from the Internal Revenue Service to the prototype plan sponsor, to the effect that such Qualified Benefit Plan is so qualified and that the plan and the PBGCtrust related thereto are exempt from federal income taxes under Sections 401(a) given or received with respect to any Employee Benefit Plan within the past five years, and the three most recent Forms 5500, including all financial or actuarial reports, if applicable, and all other attached schedules.501(a),

Employee Benefit Matters. (a) Section 4.09(a3.17(a) of the Disclosure Letter lists all material pension, retirement, savings, disability, medical, dental, health, life Schedule contains a true and complete list of each “employee benefit plan” (including all individual life insurance policies as to which within the Company or any meaning of its Subsidiaries is the owner, beneficiary or bothSection 3(3) of ERISA), death benefit, group insurance, profit sharing, deferred and all equity compensation, stock option or other equitypurchase, stock option, severance, employment, change-based compensationin-control, fringe benefit, collective bargaining, bonus, incentive, vacation paydeferred compensation, severance paysupplemental retirement, Code Section 125 "pension, profit sharing, retirement, thrift, savings, cafeteria" or "flexible benefit" plan, vacation, termination, retention, medical or other welfare benefit and all other material employee benefit planplans, trustagreements, arrangementprograms, contractpolicies or other arrangements, agreement, policy whether or commitment not subject to ERISA (including without limitation, all employee pension benefit plans any funding mechanism therefor now in effect or required in the future as defined in Section 3(2) a result of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"transaction contemplated by this Agreement or otherwise), and all employee welfare benefit plans as defined in Section 3(1) of ERISA)whether formal or informal, (A) oral or written, legally binding or not, under which (x) any current or former employees employee, officer, contractor, consultant or director of either of the Companies or any of the Company Subsidiaries (the “Company Employees”) has any present or future right to benefits which are contributed to, sponsored by or maintained by the Seller, any of its Affiliates, either of the Companies or any of the Company Subsidiaries or (y) either of the Companies or any of the Company Subsidiaries has any present or future liability and all equity awards, including stock options, restricted stock, restricted stock units, phantom stock and stock appreciation rights, granted by the Seller, any of its Affiliates, either of the Companies or any of the Company Subsidiaries in securities of the Seller or any of its Subsidiaries Affiliates to any Company Employees. All such plans, agreements, programs, policies, awards and arrangements shall be collectively referred to as “Employee Plans.” Each Employee Plan that is sponsored or their respective ERISA Affiliates (as defined below) are entitled to participate maintained by reason either of their employment with the Companies or any of the Company Subsidiaries (rather than by the Seller or any of its Subsidiaries or their respective ERISA Affiliates, whether or not any of Affiliates (other than the foregoing is funded, whether insured or self-funded Companies and whether written or oral and with respect to which the Company or any of its Subsidiaries or their respective ERISA Affiliates are a party or a sponsor or a fiduciary thereof or by which the Company or any of its Subsidiaries or their respective ERISA Affiliates Subsidiaries)) is designated with an asterisk (or any of their rights, properties or assets*) are bound or (B) with respect to which the Company or any of its Subsidiaries otherwise may have any material liability as described in on Section 4.09(a3.17(a) of the Disclosure Letter Schedule (the "EMPLOYEE BENEFIT PLANS"each such Employee Plan, a “Company Sponsored Plan”). For each Employee Each of the Company Sponsored Plans is either a Bonus Plan or a Foreign Benefit Plan, the Company has provided true and correct copies of all plan documents, summary plan descriptions, determination letters, all material communications with any government entity or agency (including the Internal Revenue Service and the PBGC) given or received with respect to any Employee Benefit Plan within the past five years, and the three most recent Forms 5500, including all financial or actuarial reports, if applicable, and all other attached schedules.

Employee Benefit Matters. (a) Section 4.09(a4.15(a) of the Disclosure Letter lists Schedules contains a true and complete list of all material “employee benefit plans” (within the meaning of Section 3(3) of ERISA, whether or not subject to ERISA) and all pension, retirement, savings, disability, medical, dental, health, life (including all individual life insurance policies as to which the Company or any of its Subsidiaries is the owner, beneficiary or both), death defined benefit, group insurancedefined contribution, profit profit-sharing, deferred compensation, equity, stock option appreciation right, stock option, phantom equity, profits interest, employee stock ownership, health and welfare, post-retirement health and welfare (including any retiree medical or other equityretiree life benefits), employment, consulting, termination, retention, change-based compensationin-control, bonuscollective bargaining, incentive, vacation payemployee loan, severance pay, Code Section 125 "cafeteria" vacation, bonus, commission, incentive or "flexible benefit" plan, or any other employee benefit plan, agreement, program, policy, trust, Contract or arrangement, contract, agreement, policy or commitment (including without limitation, all employee pension benefit plans as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and all employee welfare benefit plans as defined in Section 3(1) of ERISA), (A) under which current or former employees of the Company or any of its Subsidiaries or their respective ERISA Affiliates (as defined below) are entitled to participate by reason of their employment with the Company or any of its Subsidiaries or their respective ERISA Affiliates, whether or not subject to ERISA, in each case sponsored, maintained or contributed to, or required to be contributed to, by any Company and in which (i) any current, former or retired employee, director or consultant of the foregoing is funded, whether insured or self-funded and whether written or oral and with respect to which Companies (the “Company or any of its Subsidiaries or their respective ERISA Affiliates are a party or a sponsor or a fiduciary thereof or by which the Company or any of its Subsidiaries or their respective ERISA Affiliates Employees”) (or any of their rightsdependent or beneficiary thereof), properties has any present or assets) are bound future right to benefits or (Bii) with any Company has any present or future Liability (all such plans, agreements, programs, policies, trust and arrangements, collectively, the “Benefit Plans”). With respect to which the Company or any of its Subsidiaries otherwise may have any material liability as described in Section 4.09(a) of the Disclosure Letter (the "EMPLOYEE BENEFIT PLANS"). For each Employee Benefit Plan, the Company Target has provided made available to Parent and Purchaser in the Data Room each of the following documents, as applicable: (i) a true and correct copies complete copy of all each Benefit Plan document (or, if no Benefit Plan document exist, a written description thereof) and any amendments thereto; (ii) any related administrative services agreement, trust agreement or other funding instrument; (iii) the most recent determination letter or opinion letter; (iv) any summary plan documentsdescription, summary plan descriptionsof material modifications and other written communications (or a description of any oral communications) by the Companies to any of the Company Employees concerning the extent of the benefits provided under a Benefit Plan; and (v) for the three (3) most recent years (A) the Form 5500 and attached schedules, determination letters(B) audited financial statements, all (C) actuarial valuation reports, (D) nondiscrimination testing reports and (E) any material written communications with any government entity or agency (including the Internal Revenue Service and the PBGC) given or received with respect to any Employee Benefit Plan Governmental Authority within the past five three (3) years, and the three most recent Forms 5500, including all financial or actuarial reports, if applicable, and all other attached schedules.