Common use of Employee Benefit Plans and Employee Matters Clause in Contracts

Employee Benefit Plans and Employee Matters. (a) Schedule 2.13(a) of the Company Disclosure Letter lists, with respect to the Company or its Subsidiaries and any trade or business (whether or not incorporated) which is treated as a single employer with the Company (an “ERISA Affiliate”) within the meaning of Section 414(b), (c), (m) or (o) of the Code, (i) all “employee benefit plans” within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), (ii) each loan to an employee, (iii) other than the Company Option Plans, all stock option, restricted stock unit, equity incentive, stock purchase, phantom stock, stock appreciation right, supplemental retirement, severance, sabbatical, medical, dental, vision care, disability, employee relocation, training, tuition assistance, cafeteria benefit (Section 125 of the Code), dependent care (Section 129 of the Code), life insurance or accident insurance plans, programs or arrangements, (iv) all bonus, pension, profit sharing, savings, severance, retirement, deferred compensation or incentive plans, programs or arrangements, (v) all other fringe or employee benefit plans, programs or arrangements that apply to senior management and that do not generally apply to all employees, and (vi) all employment or executive compensation or severance agreements, written or otherwise, as to which unsatisfied obligations of the Company or any of its Subsidiaries of greater than $1,000 remain for the benefit of, or relating to, any present or former employee, consultant or non-employee director of the Company or such Subsidiary (all of the foregoing described in clauses (i) through (vi), collectively, the “Company Employee Plans”). Correct and complete copies of all material documentation relating to the Company Employee Plans have been made available to Acquirer or Acquirer’s counsel prior to the Agreement Date.

Employee Benefit Plans and Employee Matters. (a) Schedule 2.13(a) of the Company Disclosure Letter lists, with respect to the Company or its Subsidiaries Parent and any trade or business (whether or not incorporated) which is treated as a single employer with the Company Parent (an “ERISA Affiliate”) within the meaning of Section 414(b), (c), (m) or (o) of the Code, (i) all “employee benefit plans” within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), in which the Company’s employees or consultants participate or which the Company’s employees or consultants benefit from, (ii) each loan to an employeeemployee of the Company, (iii) other than the Company Option Plans, all stock option, restricted stock unit, equity incentive, stock purchase, phantom stock, stock appreciation right, supplemental retirement, severance, sabbatical, medical, dental, vision care, disability, employee relocation, training, tuition assistance, cafeteria benefit (Section 125 of the Code), dependent care (Section 129 of the Code), life insurance or accident insurance plans, programs or arrangementsarrangements in which the Company’s employees or consultants participate or which the Company’s employees or consultants benefit from, (iv) all bonus, pension, profit sharing, savings, severance, retirement, deferred compensation or incentive plans, programs or arrangementsarrangements in which the Company’s employees or consultants participate or benefit from, (v) all other fringe or employee benefit plans, programs or arrangements that apply to the Company’s senior management and that do not generally apply to all employees, employees of the Company and (vi) all employment or executive compensation or severance agreements, written or otherwise, as to which unsatisfied obligations of the Company or any of its the Subsidiaries of greater than $1,000 remain for the benefit of, or relating to, any present or former employee, consultant or non-employee director of the Company or such Subsidiary (all of the foregoing described in clauses (i) through (vi), collectively, the “Company Employee Plans”). Correct and complete copies of all material documentation relating to the Company Employee Plans have been made available to Acquirer or Acquirer’s counsel prior to the Agreement Date.

Employee Benefit Plans and Employee Matters. (a) Schedule 2.13(a) of the Company Disclosure Letter listsSchedule lists as of the Agreement Date, with respect to the Company or its Subsidiaries Company, and any trade or business (whether or not incorporated) which that is treated as a single employer with the Company (an “ERISA Affiliate”) within the meaning of Section 414(b), (c), (m) or (o) of the Code, (i) all “employee benefit plans” within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) (whether or not subject to ERISA), (ii) each loan to an employee, (iii) other than the Company Option Plans, all stock option, restricted stock unit, equity incentive, stock purchase, phantom stock, stock appreciation right, supplemental retirement, severance, sabbatical, medical, dental, vision care, disability, employee relocation, training, tuition assistance, cafeteria benefit (Section 125 of the Code), dependent care (Section 129 of the Code), life insurance or accident insurance plans, programs or arrangements, (iv) all bonus, commission, pension, profit sharing, savings, severance, change of control, retirement, deferred compensation or incentive plans, programs or arrangements, (v) all other material fringe or employee benefit plans, programs or arrangements that apply to senior management and that do not generally apply to all employees, and (vi) all employment or employment, executive compensation or severance agreementsother service provider agreements that, written or otherwisein each case, as to which unsatisfied obligations of the Company or any of its Subsidiaries of greater than $1,000 remain for the benefit of, or relating to, any present or former employee, consultant or non-employee director of the Company (each, an “Employee”) or such Subsidiary under which the Company may incur any Liability (all each of the foregoing described in clauses (i) through (vi), whether written or otherwise, a “Company Employee Plan” and collectively, the “Company Employee Plans”). Correct , and complete copies including any plan, program, policy, practice, or Contract that is sponsored by a professional employer organization or co-employer organization (each, a “PEO”) under which any Employee may be eligible to receive benefits in connection with the Company’s engagement of all material documentation relating to the a PEO (each, a “PEO Company Employee Plans have been made available to Acquirer or Acquirer’s counsel prior to the Agreement DatePlan”).

Employee Benefit Plans and Employee Matters. (a) Schedule 2.13(a) of the Company Disclosure Letter lists, with respect to the Company or its Subsidiaries and any trade or business (whether or not incorporated) which is treated as a single employer with the Company (an “ERISA Affiliate”) within the meaning of Section 414(b), (c), (m) or (o) of the Code, (i) all “employee benefit plans” within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), (ii) each loan to an employee, (iii) other than the Company Option PlansPlan, all stock option, restricted stock unit, equity incentive, stock purchase, phantom stock, stock appreciation right, supplemental retirement, severance, sabbatical, medical, dental, vision care, disability, employee relocation, training, tuition assistance, cafeteria benefit (Section 125 of the Code), dependent care (Section 129 of the Code), life insurance or accident insurance plans, programs or arrangements, (iv) all bonus, pension, profit sharing, savings, severance, retirement, deferred compensation or incentive plans, programs or arrangements, (v) all other fringe or employee benefit plans, programs or arrangements that apply to senior management and that do not generally apply to all employees, and (vi) all employment or executive compensation or severance agreements, written or otherwise, as to which unsatisfied obligations of the Company or any of its Subsidiaries of greater than $1,000 remain for the benefit of, or relating to, any present or former employee, consultant or non-employee director of the Company or such Subsidiary (all of the foregoing described in clauses (i) through (vi), collectively, the “Company Employee Plans”). Correct and complete copies of all material documentation relating to the Company Employee Plans have been made available provided to Acquirer or Acquirer’s counsel prior to the Agreement Date.

Employee Benefit Plans and Employee Matters. (a) Schedule 2.13(a) of the Company Disclosure Letter lists, with respect to the Company or its Subsidiaries and any trade or business (whether or not incorporated) which is treated as a single employer with the Company (an “ERISA Affiliate”) within the meaning of Section 414(b), (c), (m) or (o) of the Code, (i) all “employee benefit plans” within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), (ii) each loan to an employee, (iii) other than the Company Option PlansPlan, all stock option, restricted stock unit, equity incentive, stock purchase, phantom stock, stock appreciation right, supplemental retirement, severance, sabbatical, medical, dental, vision care, disability, employee relocation, training, tuition assistance, cafeteria benefit (Section 125 of the Code), dependent care (Section 129 of the Code), life insurance or accident insurance plans, programs or arrangements, (iv) all bonus, pension, profit sharing, savings, severance, retirement, deferred compensation or incentive plans, programs or arrangements, (v) all other fringe or employee benefit plans, programs or arrangements that apply to senior management and that do not generally apply to all employees, and (vi) all employment or executive compensation or severance agreements, written or otherwise, as to which unsatisfied obligations of the Company or any of its Subsidiaries of greater than $1,000 remain for the benefit of, or relating to, any present or former employee, consultant or non-employee director of the Company or such Subsidiary (all of the foregoing described in clauses (i) through (vi), collectively, the “Company Employee Plans”). Correct and complete copies of all material documentation relating to the Company Employee Plans have been made available to Acquirer or Acquirer’s counsel prior to the Agreement Date.

Employee Benefit Plans and Employee Matters. (a) Schedule 2.13(a2.20(a) to the Disclosure Letter contains an accurate and complete list of each of the following material company employee plans (collectively referred to as the “Company Disclosure Letter listsEmployee Plans,” and each individually referred to as a “Company Employee Plan”) which is sponsored, with respect maintained or contributed to by the Company, any Company or its Subsidiaries Subsidiary, and any entity, trade or business (whether or not incorporated) which is treated as a single employer with the Company (an “ERISA Affiliate”) or a Company Subsidiary within the meaning of Section 414(b), (c), (m) ), or (o) of the CodeCode (an “ERISA Affiliate”) or with respect to which the Company or any Company Subsidiary could have any direct or indirect Liability, or has been so sponsored, maintained or contributed to within the last six (6) years by the Company, any Company Subsidiary or any ERISA Affiliate: (i) all each “employee benefit plansplan” within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), (including employee benefit plans, such as foreign plans, which are not subject to the provisions of ERISA); (ii) each outstanding loan to an employee, employee (other than expense advances); (iii) other than the Company Option Plans, all stock each equity option, equity purchase, restricted stock unitequity, phantom equity, equity incentive, stock purchase, phantom stock, stock appreciation right, supplemental retirementor other equity or equity-based compensation, severance, redundancy, vacation, sabbatical, medical, dental, vision care, disability, employee relocation, training, tuition assistance, cafeteria benefit (Section 125 of the Code), dependent care (Section 129 of the Code), life insurance or accident insurance plans, programs or arrangements, (iv) all bonus, pension, profit sharing, savings, severance, change of control, retention, retirement, supplemental retirement, deferred compensation and incentive plan, program, policy or incentive plans, programs or arrangements, arrangement; (viv) all each other fringe or employee benefit plansplan, programs program, policy or arrangements arrangement that apply applies to senior management and that do does not generally apply to all employees; (v) each employment, worker, independent contractor, consulting or executive compensation agreement, written or otherwise; and (vi) each other employee benefit plan, agreement, arrangement, program, policy, practice or understanding which is not described in clauses (i) through (v), all employment or executive compensation or severance agreements, written or otherwise, as to of which unsatisfied obligations of the clauses (i)-(vi) list such Company or any of its Subsidiaries of greater than $1,000 remain Employee Plan for the benefit of, or relating to, any present or former employee, consultant contractor or non-employee director of the Company or such any Subsidiary (all only if any material unsatisfied obligations of the foregoing described in clauses (i) through (vi), collectively, the “Company Employee Plans”). Correct and complete copies of all material documentation relating to the or any Company Employee Plans have been made available to Acquirer or Acquirer’s counsel prior to the Agreement DateSubsidiary remain.

Employee Benefit Plans and Employee Matters. (a) Schedule 2.13(a3.13(a) lists, as of the Company Disclosure Letter listsAgreement Date, with respect to the Company or its Subsidiaries and any trade or business (whether or not incorporated) which that is treated as a single employer with the Company (an “ERISA Affiliate”) within the meaning of Section 414(b), (c), (m) or (o) of the Code, (i) all “employee benefit plans” plans (within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)), whether or not subject to ERISA and whether or not maintained or sponsored in a jurisdiction outside of the United States, (ii) each loan to an employeeemployee in excess of $10,000, (iii) other than the Company Option Plans, all stock option, restricted stock unit, equity incentive, stock purchase, phantom stock, stock appreciation right, supplemental retirement, severance, sabbatical, medical, dental, vision care, disability, employee relocation, training, tuition assistance, cafeteria benefit (Section 125 of the Code), dependent care (Section 129 of the Code), life insurance or accident insurance plans, programs or arrangements, or similar arrangements under Applicable Laws outside of the United States (iv) all bonus, pension, profit sharing, savings, severance, retirement, deferred compensation or incentive plans, programs or arrangements, (v) all other material fringe or employee benefit plans, programs or arrangements that apply to senior management and that do not generally apply to all employees, employees and (vi) all any employment or executive service agreements (except for offer letters providing for at-will employment that do not provide for severance or post-termination benefits) compensation agreements, change in control agreements or severance agreements, written or otherwise, as to which unsatisfied obligations of the Company or any of its Subsidiaries of greater than $1,000 remain for the benefit of, or relating to, any present or former employeedirector, officer, employee or consultant and (vii) any other written or non-oral arrangement for the benefit of any employee director of under which the Company or such Subsidiary any ERISA Affiliate has or may have material liability, contingent or otherwise (all of the foregoing described in clauses (i) through (vivii), collectively, the “Company Employee Plans”). Correct and complete copies of all material documentation relating to Each Company Employee Plan maintained or contributed by the Company Employee Plans have been made available or any Subsidiary under the Applicable Laws or applicable custom or rules of the relevant jurisdiction outside of the United States but not including any program maintained by a Governmental Entity to Acquirer or Acquirer’s counsel prior which the Company is required to the Agreement Datecontribute (each such plan, a “Foreign Plan”) is separately identified on Schedule 3.13(a).

Employee Benefit Plans and Employee Matters. (a) Schedule 2.13(a) of to the Company Disclosure Letter lists, with respect to the Company or Company, any of its Subsidiaries and any trade or business (whether or not incorporated) which is treated as a single employer with the Company (an “"ERISA Affiliate”") within the meaning of Section 414(b), (c), (m) or (o) of the Code, (i) all “material employee benefit plans” plans within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“"ERISA”"), (ii) each loan to an employeeemployee in excess of $10,000, (iii) other than the Company Option Plans, all stock option, restricted stock unit, equity incentive, stock purchase, phantom stock, stock appreciation right, supplemental retirement, severance, sabbatical, medical, dental, vision care, disability, employee relocation, training, tuition assistance, cafeteria benefit (Section 125 of the Code), dependent care (Section 129 of the Code), tuition assistance plans, programs or policies, life insurance or accident insurance plans, programs or arrangementsarrangements (including any Company Employee Plan that is an "employee welfare benefit plan" as defined in Section 3(1) of ERISA that includes a self-insured arrangement, and any stop-loss policies or Contracts issued in connection with such arrangement), (iv) all bonus, pension, profit sharing, savings, severance, retirement, deferred compensation or incentive plans, programs or arrangements, (v) all other fringe or employee benefit plans, programs or arrangements that apply to senior management and that do not generally apply to all employees, and (vi) all any employment or executive service agreements (except for offer letters providing for at-will employment which do not provide for severance, acceleration or post-termination benefits) compensation agreements, change in control agreements or severance agreements, written or otherwise, as to which unsatisfied obligations of the Company or any of its Subsidiaries of greater than $1,000 remain currently in effect for the benefit of, or relating to, any present or former director, officer, employee, or consultant or non-employee director (provided that, for former directors, officers, employees and consultants, such agreements need only be listed if unsatisfied obligations of the Company or such Subsidiary any ERISA Affiliate of greater than $10,000 remain thereunder), and (v) any other written or oral arrangement for the benefit of any employee under which the Company or any ERISA Affiliate has or may have material Liability (all of the foregoing described in clauses (i) through (viv), collectively, the “"Company Employee Plans”"). Correct and complete copies of all material documentation relating to Neither the Company Employee Plans have been nor any ERISA Affiliate has, since January 1, 2003, extended credit, arranged for the extension of credit, or renewed, modified or forgiven an extension of credit made available to Acquirer or Acquirer’s counsel prior to such date, in the Agreement Dateform of a personal loan to or for any officer or director of the Company.

Employee Benefit Plans and Employee Matters. (a) Schedule 2.13(a) of the Company Disclosure Letter lists, with respect to the Company or and its Subsidiaries and any trade or business (whether or not incorporated) which is treated as a single employer with the Company (an “ERISA Affiliate”) within the meaning of Section 414(b), (c), (m) or (o) of the CodeSubsidiaries, (i) all “"employee benefit plans” within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), ," (ii) each loan to an employee, (iii) other than the Company Option Plans, all stock option, restricted stock unit, equity incentive, stock purchase, phantom stock, stock appreciation right, supplemental retirement, severance, sabbatical, medical, dental, vision care, disability, employee relocation, training, tuition assistance, cafeteria benefit (Section 125 of the Code)benefit, dependent care (Section 129 of the Code)care, life insurance or accident insurance plans, programs or arrangements, (iv) all bonus, pension, profit sharing, savings, severance, retirement, deferred compensation or incentive plans, programs or arrangements, (v) all other fringe or employee benefit plans, programs or arrangements that apply to senior management and that do not generally apply to all employees, and (vi) all employment or executive compensation or severance agreements, written or otherwise, as to which unsatisfied obligations of the Company or any of its Subsidiaries of greater than $1,000 500 remain for the benefit of, or relating to, any present or former employee, consultant or non-employee director of the Company or such Subsidiary (all of the foregoing described in clauses (i) through (vi), collectively, the “"Company Employee Plans”"). Correct and complete copies of all material documentation relating to the Company Employee Plans have been made available provided to Acquirer or Acquirer’s counsel prior to the Agreement Date, including, without limitation, (i) the last three (3) Form 5500s prepared and filed for each Company Employee Plan established and maintained for TIG, Inc. (including all schedules and attachments, together with any applicable Form 5558 (Extension of Time to File)), and (ii) copies of all coverage and nondiscrimination tests applicable to each Company Employee Plan for the last three (3) plan years, as and if applicable. Each Company Employee Plan is in compliance with its terms and the provisions of the Legal Requirements (including without limitation the provisions of ERISA and the Code with respect to TIG, Inc.) of each jurisdiction in which such Company Employee Plan is maintained, to the extent those Legal Requirements are applicable to such Company Employee Plan, (i) there are no pending investigations by any governmental body involving such Company Employee Plan, and no pending claims (except for claims for benefits payable in the normal operation of such Company Employee Plan), suits or proceedings against such Company Employee Plan or asserting any rights or claims to benefits under such Company Employee Plan, (ii) the consummation of the transactions contemplated by this Agreement will not by itself create or otherwise result in any Liability with respect to such Company Employee Plan, and (iii) except as required by applicable Legal Requirements, no condition exists that would prevent the Company from terminating or amending any Company Employee Plan at any time for any reason in accordance with the terms of each such Company Employee Plan without the payment of any fees, costs or expenses (other than the payment of benefits under such Company Employee Plans and any normal and reasonable expenses typically incurred in a termination event). All governmental agency filings required to be made on behalf of all Company Employee Plans have been timely executed and filed. With respect to any Company Employee Plan established, maintained or sponsored by or on behalf of TIG, Inc., (i) none of such Company Employee Plans promises or provides retiree medical or other retiree welfare benefits to any person other than as required under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA") or similar state law and TIG, Inc. has complied, and the Company has caused TIG, Inc. to comply, with the requirements of COBRA, (ii) there has been no "prohibited transaction" (within the meaning of Section 406 of ERISA and Section 4975 of the Code and not exempt under Section 408 of ERISA and regulatory guidance thereunder) with respect to any such Company Employee Plans, (iii) neither the Company nor current or former ERISA Affiliate currently maintains, sponsors, participates in or contributes to, or has ever maintained, established, sponsored, participated in, or contributed to, any pension plan (within the meaning of Section 3(2) of ERISA) which is subject to Part of Subtitle B of Title I of ERISA, Title IV of ERISA or Section 412 of the Code, and (iv) neither the Company nor any ERISA Affiliate is a party to, or has made any contribution to or otherwise incurred any obligation under, any "multiemployer plan" as such term is defined in Section 3(37) of ERISA or any "multiple employer plan" as such term is defined in Section 413(c) of the Code. Each of the Company and its Subsidiaries is in compliance in all material respects with all currently applicable Legal Requirements respecting employment, discrimination in employment, terms and conditions of employment, worker classification (including the proper classification of workers as independent contractors and consultants), wages, hours and occupational safety and health and employment practices and is not engaged in any unfair labor practice. The Company has withheld all amounts required by law or by agreement to be withheld from the wages, salaries, and other payments to employees; and is not liable for any arrears of wages, compensation, Taxes, penalties or other sums for failure to comply with any of the foregoing. Each of the Company and its Subsidiaries has maintained adequate up-to-date records regarding the service of its employees and has paid in full to all employees, independent contractors and consultants all wages, salaries, commissions, bonuses, benefits and other compensation due to or on behalf of such employees, independent contractors and consultants. Neither the Company nor any of its Subsidiaries is liable for any payment to any trust or other fund or to any Governmental Entity, with respect to unemployment compensation benefits, social security or other benefits or obligations for employees (other than routine payments to be made in the normal course of business and consistently with past practice). There is no litigation or controversies pending or, to the knowledge of the Selling Shareholders, threatened, between the Company or any of its Subsidiaries and any of its respective employees or any trade union or other organization formed for a similar purpose or any other employee representative(s), which controversies have or would reasonably be expected to result in an action, suit, proceeding, claim, arbitration or governmental investigation and, to the knowledge of the Selling Shareholders, there are no circumstances which are likely to give rise to such litigation or controversies. With respect to each Company Employee Plan, appropriate and adequate arrangements have been put in place to ensure that all requirements in relation to the deduction of income tax and social security contributions at source, including making such deductions as are required by law and duly accounting to the relevant Tax Authority for all such sums so deducted, are properly complied with in respect to any outstanding options or awards granted under such Company Employee Plan. There is no issue (including the expiry of any award, enterprise agreement or other instrument made or approved under law) which may lead to industrial action by employees or any industrial organization of employees which may reasonably be expected to disrupt the business of the Company or cause it to incur material financial expenditure. Schedule 2.13(g) of the Disclosure Letter sets forth a true, correct and complete list as of the Agreement Date of all severance Contracts and employment Contracts to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound. True, up-to-date and complete copies of a representative sample of the contracts of employment between the Company and its Subsidiaries and each category of its employees has been disclosed to the Acquirer and are set forth in Schedule 2.13(g), together with copies of all consultancy agreements, secondment agreements, agreements relating to contract or agency staff, or other similar agreements or arrangements currently in force to which the Company or any of its Subsidiaries is a party. Neither the Company nor any of its Subsidiaries has any obligation to pay any amount or provide any benefit to any former employee or officer, other than obligations (i) for which Company has established a reserve for such amount on the Company Balance Sheet, (ii) pursuant to Contracts entered into after the Company Balance Sheet Date and disclosed on Schedule 2.13(g) of the Disclosure Letter, or (iii) as required by applicable law. Neither the Company nor any of its Subsidiaries is a party to or bound by any collective bargaining agreement or other labor union Contract or staff association agreement, no collective bargaining agreement is being negotiated by the Company or any of its Subsidiaries, and neither the Company nor any of its Subsidiaries has any duty to bargain with any labor organization. There is no pending demand for recognition or any other request or demand from a labor organization for representative status with respect to any Person employed by the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has knowledge of any activities or proceedings of any labor union or to organize their respective employees. There is no labor dispute, strike or work stoppage against the Company or any of its Subsidiaries pending or, to the knowledge of the Selling Shareholders, threatened which may interfere with the respective business activities of the Company or any of its Subsidiaries. Neither the Company, any Subsidiary of the Company, nor to the knowledge of the Selling Shareholders any of their respective representatives or employees has committed any unfair labor practice in connection with the operation of the Business. To the knowledge of the Selling Shareholders, no employee of the Company or any of its Subsidiaries is in violation of any term of any employment agreement, non-competition agreement, or any restrictive covenant to a former employer relating to the right of any such employee to be employed by the Company or any Subsidiary because of the nature of the Business or to the use of trade secrets or proprietary information of others. Except as set forth on Schedule 2.13(h) of the Disclosure Letter, no employee of the Company or any of its Subsidiaries has given notice to the Company or such Subsidiary or is under a notice of dismissal, nor does the Company or such Subsidiary otherwise have knowledge, that any such employee intends to terminate his or her employment with the Company or such Subsidiary. The employment of the employees of the Company or any of its Subsidiaries is "at will", except for those employees employed outside the U.S., and neither the Company nor any of its Subsidiaries has any obligation to provide any particular form or period of notice prior to terminating the employment of any of its employees, except as set forth on Schedule 2.13(h) of the Disclosure Letter or except as required under applicable Legal Requirements outside the U.S. As of the date hereof, other than the Offer Letters, neither the Company nor any of its Subsidiaries (i) entered into any Contract that obligates or purports to obligate Acquirer to make an offer of employment to any present or former employee or consultant of the Company or such Subsidiary and/or (ii) promised or otherwise provided any assurances (contingent or otherwise) to any present or former employee or consultant of the Company or any of its Subsidiaries of any terms or conditions of employment with Acquirer following the Closing Date. Schedule 2.13(h)(i) of the Disclosure Letter sets forth a true, correct and complete list of the names, positions, rates of compensation and pensions of all officers, directors, and employees of the Company and its Subsidiaries, showing each such person's name, name of employing company, date of birth, position, annual base salary, notice period (if any), date of commencement of employment and details of any other emoluments (in whatever form, including non-cash benefits) other than those created under Company Employee Plans or as otherwise required by applicable Legal Requirements. There are no employees who work in the business carried on by the Company than the employees set out in Schedule 2.13(h)(i) of the Disclosure Letter. Schedule 2.13(h)(ii) of the Disclosure Letter sets forth the names of all employees who have entered into employment arrangements that differ materially from the standard form of employment agreement or arrangement used by the Company and provided to Acquirer. Neither the Company nor any Subsidiary received any notices, prosecutions or fines in respect of any breach or alleged breach of occupational health and safety laws or standards within the three (3) years prior to the Agreement Date. Neither the execution or delivery of this Agreement nor the consummation of the transactions contemplated by this Agreement or any termination of employment or service or any other event in connection therewith or subsequent thereto will, individually or together or with the occurrence of some other event, (i) result in any material payment or benefit (including severance, unemployment compensation, bonus or otherwise) becoming due or payable, or required to be provided, to any current or former employee, director, independent contractor or consultant, (ii) materially increase the amount or value of any benefit or compensation otherwise payable or required to be provided to any current or former employee, director, independent contractor or consultant, (iii) result in the acceleration of the time of payment, vesting or funding of any such benefit or compensation, (iv) increase the amount of compensation due to any Person, or (v) result in the forgiveness in whole or in part of any outstanding loans made by the Company to any Person. All employees of the Company or any of its Subsidiaries whose employment is governed by an industrial award are paid not less than the relevant award terms. Within a period of one year prior to the date of this Agreement: (i) no change has been made in the terms of employment or engagement of any employee of the Company or any of its Subsidiaries other than in the ordinary course of business and no such change, and no negotiation or request for such changes is due or expected within twelve (12) months from the Agreement Date; and (ii) neither the Company nor any of its Subsidiaries had any arrangements planned or in progress for dismissing any of its employees by reason of redundancy or business reorganization or has started consultations with any trade union or other employee representatives in relation to any proposed redundancies.

Employee Benefit Plans and Employee Matters. (a) Schedule 2.13(a2.12(a) of the Company Jiff Disclosure Letter lists, with respect to the Company or its Subsidiaries Jiff and any trade or business (whether or not incorporated) which that is treated as a single employer with the Company Jiff (an “ERISA Affiliate”) within the meaning of Section 414(b), (c), (m) or (o) of the Code, (i) all “employee benefit plans” within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), (ii) each loan to an employee, (iii) other than the Company Jiff Option PlansPlan, all stock option, restricted stock unit, equity incentive, stock purchase, phantom stock, stock appreciation right, restricted stock unit, supplemental retirement, severance, sabbatical, medical, dental, vision care, disability, employee relocation, training, tuition assistance, cafeteria benefit (Section 125 of the Code), dependent care (Section 129 of the Code), life insurance or accident insurance plans, programs or arrangements, (iv) all bonus, pension, profit sharing, savings, severance, retirement, deferred compensation or incentive plans (including cash incentive plans), programs or arrangements, (v) all other fringe or employee benefit plans, programs or arrangements that apply to senior management and that do not generally apply to all employees, and (vi) all employment employment, individual consulting, retention, change of control or executive compensation or severance agreements, written or otherwise, as to which any unsatisfied obligations of the Company or any of its Subsidiaries of greater than $1,000 Jiff remain for the benefit of, or relating to, any present or former employee, consultant or non-employee director of the Company or such Subsidiary Jiff (all of the foregoing described in clauses (i) through (vi), collectively, the “Company Jiff Employee Plans”). Correct and complete copies , provided that, solely for purposes of all material documentation relating to listing in the Company Jiff Disclosure Letter, at-will offer letters or consulting agreements which are terminable for convenience by Jiff without notice or Liability need not be listed, even if still constituting Jiff Employee Plans have been made available to Acquirer or Acquirer’s counsel prior to the Agreement DatePlans.

Employee Benefit Plans and Employee Matters. (a) Schedule 2.13(a) of to the Company Disclosure Letter lists, with respect to the Company or its Subsidiaries and any trade or business (whether or not incorporated) which is treated as a single employer with the Company (an “ERISA Affiliate”) within the meaning of Section 414(b), (c), (m) or (o) of the Code, (i) all “material employee benefit plans” plans within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), (ii) each non-401(k) plan loan to an employeeemployee in excess of $10,000, (iii) other than the Company Option Plans, all stock option, restricted stock unit, equity incentive, stock purchase, phantom stock, stock appreciation right, supplemental retirement, severance, sabbatical, medical, dental, vision care, disability, employee relocation, training, tuition assistance, cafeteria benefit (Section 125 of the Code), dependent care (Section 129 of the Code), life insurance or accident insurance plans, programs or arrangements, (iv) all bonus, pension, profit sharing, savings, severance, retirement, deferred compensation or incentive plans, programs or arrangements, (v) all other fringe or employee benefit plans, programs or arrangements that apply to senior management and that do not generally apply to all employees, and (vi) all any employment or executive service agreements (except for offer letters providing for at-will employment which do not provide for severance, acceleration or post-termination benefits) compensation agreements, change in control agreements or severance agreements, written or otherwise, as to which unsatisfied obligations of the Company or any of its Subsidiaries of greater than $1,000 remain for the benefit of, or relating to, any present or former employeedirector, consultant officer or non-employee director (provided that, for former directors, officers, and employees, such agreements need only be listed if unsatisfied obligations of the Company or such Subsidiary any ERISA Affiliate of greater than $300,000 remain thereunder, and provided, further, that there shall be excluded any plan, program or agreement established or maintained outside the United States of America primarily for the benefit of employees residing outside the United States of America) (all of the foregoing described in clauses (i) through (vi), collectively, the “Company Employee Plans”). Correct and complete copies of all material documentation relating to Neither the Company Employee Plans have been nor any ERISA Affiliate has, since July 30, 2002, extended credit, arranged for the extension of credit, or renewed, modified or forgiven an extension of credit made available to Acquirer or Acquirer’s counsel prior to such date, in the Agreement Dateform of a personal loan to or for any officer or director of the Company in violation of Section 402 of SOXA.

Employee Benefit Plans and Employee Matters. (a) Schedule 2.13(a2.15(a) of to the Company Disclosure Letter lists, with respect to the Company or its Subsidiaries and any trade or business (whether or not incorporated) which is treated as a single employer with the Company (an “ERISA Affiliate”) within the meaning of Section 414(b), (c), (m) or (o) of the Code, lists (i) all “employee benefit plans” within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), (ii) each outstanding loan to an employeeemployee or other service provider, (iii) other than the Company Option Plans, all stock option, restricted stock unitphantom equity, equity incentiveappreciation right and other equity-linked benefits or rights, stock purchase, phantom stock, stock appreciation right, supplemental retirement, severancevacation or paid-time-off, sabbatical, medical, dental, vision care, death, disability, employee relocation, training, tuition employee assistance, cafeteria benefit (Section 125 of the Code), dependent care (Section 129 of the Code), life insurance or accident insurance plans, policies, agreements, programs or arrangements, (iv) all bonus, commission, pension, profit sharing, savings, severance, salary continuation, retirement, termination, post-employment, retention, transaction, change in control, deferred compensation or incentive plans, policies, agreements, programs or arrangements, (v) all other fringe or employee benefit or employee compensation plans, policies, agreements, programs or arrangements that apply to senior management and that do not generally apply to all employeesarrangements, and (vi) all employment or employment, change in control, executive compensation or severance plans, policies, agreements, programs or arrangements, in each case, written or otherwise, which is maintained, administered or contributed to by the Company, or any trade or business (whether or not incorporated) which is treated as a single employer with the Company within the meaning of Section 414(b), (c), (m) or (o) of the Code (each, an “ERISA Affiliate”) and covers any current or former employee, consultant, independent contractor or director of the Company, with respect to which the Company has or may have any Liability (actual or contingent), or as to which unsatisfied obligations of the Company or any of its Subsidiaries of greater than $1,000 remain for the benefit of, or relating to, any present or former employee, consultant or non-employee director of the Company or such Subsidiary (all of the foregoing described in clauses (i) through (vi), collectively, the “Company Employee Plans”). Correct and complete copies of all material documentation relating to the Company Employee Plans have been made available to Acquirer or Acquirer’s counsel prior to the Agreement Date.

Employee Benefit Plans and Employee Matters. (a) Schedule 2.13(a) of the Company Disclosure Letter lists, with respect to the Company Company, Holdco or its Subsidiaries and any trade or business (whether or not incorporated) which is treated as a single employer with the Company or Holdco (an “ERISA Affiliate”) within the meaning of Section 414(b), (c), (m) or (o) of the Code, (i) all “employee benefit plans” within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), (ii) each loan to an employeeemployee (other than any loan under a Company Employee Plan intended to be qualified under Section 401(a) of the Code), (iii) other than the Company Option PlansPlan, all stock option, restricted stock unit, equity incentive, stock purchase, phantom stock, stock appreciation right, supplemental retirement, severance, sabbatical, medical, dental, vision care, disability, employee relocation, training, tuition assistance, cafeteria benefit (Section 125 of the Code), dependent care (Section 129 of the Code), life insurance or accident insurance plans, programs or arrangements, (iv) all bonus, pension, profit sharing, savings, severance, retirement, deferred compensation or incentive plans, programs or arrangements, (v) all other fringe or employee benefit plans, programs or arrangements that apply to senior management and that do not generally apply to all employees, and (vi) all employment or executive compensation or severance agreements, written or otherwise, as to which unsatisfied obligations of the Company or any of its Subsidiaries of greater than $1,000 remain for the benefit of, or relating to, any present or former employee, consultant or non-employee director of the Company or such Subsidiary (all of the foregoing described in clauses (i) through (vi), collectively, the “Company Employee Plans”). Correct and complete copies of all material documentation relating to the Company Employee Plans for which the Company may have liability thereunder have been made available provided to Acquirer or Acquirer’s counsel prior to the Agreement Date.

Employee Benefit Plans and Employee Matters. (a) Schedule 2.13(a) The Company has provided to Parent a true, correct and complete copy as of the Company Disclosure Letter listsAgreement Date of each of, with respect to the Company or its Subsidiaries Company, any Subsidiary and any trade or business (whether or not incorporated) which is treated as a single employer with the Company (an “ERISA Affiliate”) within the meaning of Section 414(b), (c), (m) or (o) of the Code, (i) all “material employee benefit plans” plans within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), (ii) each loan to an employeeemployee in excess of $10,000, (iii) other than the Company Option Plans, all stock option, restricted stock unit, equity incentive, stock purchase, phantom stock, stock appreciation right, supplemental retirement, severance, sabbatical, medical, dental, vision care, disability, employee relocation, training, tuition assistance, cafeteria benefit (Section 125 of the Code), dependent care (Section 129 of the Code), life insurance or accident insurance plans, programs or arrangements, (iv) all material bonus, pension, profit sharing, savings, severance, severance retirement, deferred compensation or incentive plans, programs or arrangements, (v) all other material fringe or employee benefit plans, programs or arrangements that apply to senior management and that do not generally apply to all employees, and (vi) all any employment or executive service agreements (except for offer letters providing for at-will employment which do not provide for severance, acceleration or post-termination benefits) compensation agreements, change in control agreements or severance agreements, written or otherwise, as to which unsatisfied obligations of the Company or any of its Subsidiaries of greater than $1,000 remain for the benefit of, or relating to, any present or former director, officer, employee, or consultant or non-employee director (excluding any such agreement for former directors, officers, employees and consultants under which unsatisfied obligations of the Company or such Subsidiary any ERISA Affiliate thereof is $10,000 or less) and (vii) any other written or oral compensation arrangement for the benefit of any employee under which the Company or any ERISA Affiliate has or may have material liability, contingent or otherwise (all of the foregoing described in clauses (i) through (vivii), collectively, the “Company Employee Plans”). Correct and complete copies of all material documentation relating to Neither the Company Employee Plans have been nor any ERISA Affiliate has, since December 31, 2005, extended credit, arranged for the extension of credit, or renewed, modified or forgiven an extension of credit made available to Acquirer or Acquirer’s counsel prior to such date, in the Agreement Dateform of a personal loan to or for any officer or director of the Company, in each case in violation of SOXA.