Common use of Employee Benefit Plans; Employment Agreements Clause in Contracts

Employee Benefit Plans; Employment Agreements. (a) Section 3.12(a) of the Company Disclosure Letter sets forth a true and complete list of all "employee benefit plans" within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and any other material bonus, profit sharing, compensation, pension, severance, deferred compensation, fringe benefit, insurance, welfare, post-retirement, health, life, stock option, stock purchase, restricted stock, tuition refund, service award, company car, scholarship, relocation, disability, accident, sick, vacation, holiday, termination, unemployment, individual employment, consulting, executive compensation, incentive, commission, retention, change in control, noncompetition and other plans, agreements, policies, trust funds or arrangements (whether written or unwritten, insured or self-insured, domestic or foreign) (1) established, maintained, sponsored or contributed to (or with respect to which any obligation to contribute has been undertaken) by the Company or any entity that would be deemed a "single employer" with the Company under Section 414(b), (c), (m) or (o) of the Code or Section 4001 of ERISA (a "Company ERISA Affiliate") on behalf of any employee, officer, director, consultant or stockholder of the Company or any of its subsidiaries (whether current, former or retired) or their beneficiaries or (2) with respect to which the Company or any Company ERISA Affiliate has or has had any obligation on behalf of any such employee, officer, director, consultant, stockholder or beneficiary (each a "Company Plan" and, collectively, the "Company Plans"). True and complete copies of each of the Company Plans and related documents have been delivered or made available to TCM.

Employee Benefit Plans; Employment Agreements. (a) Section 3.12(a3.11(a) of the Company Disclosure Letter Schedule sets forth a true and complete list of all "employee benefit plans" within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and any other material bonus, profit sharing, compensation, pension, severance, deferred compensation, fringe benefit, insurance, welfare, post-retirement, health, life, stock option, stock purchase, restricted stock, tuition refund, service award, company car, scholarship, relocation, disability, accident, sick, vacation, holiday, termination, unemployment, individual employment, consulting, executive compensation, incentive, commission, payroll practices, retention, change in control, noncompetition and other plans, agreements, policies, trust funds or arrangements (whether written or unwritten, insured or self-insured, domestic or foreign) (1) established, maintained, sponsored or contributed to (or with respect to which any obligation to contribute has been undertaken) by the Company or any entity that would be deemed a "single employer" with the Company under Section 414(b), (c), (m) or (o) of the Code or Section 4001 of ERISA (a an "Company ERISA Affiliate") on behalf of any employee, officer, director, consultant or stockholder of the Company or any of its subsidiaries (whether current, former or retired) or their beneficiaries or (2) with respect to which the Company or any Company ERISA Affiliate has or has had any obligation on behalf of any such employee, officer, director, consultant, stockholder or beneficiary (each a "Company Plan" and, collectively, the "Company Plans"). True and complete copies of each of the Company Plans and related documents have been delivered or made available or delivered to TCMAlcatel.

Employee Benefit Plans; Employment Agreements. (a) Section 3.12(a3.20(a) of the Company Disclosure Letter sets forth a true and complete list of Schedule lists all "employee benefit plans" within the meaning of plans (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")), and any regardless of whether ERISA is applicable thereto, all other material bonus, profit sharingstock option, compensationrestricted stock, pensionstock purchase, severanceincentive, deferred compensation, fringe benefitsupplemental retirement, severance or termination pay, medical or life insurance, welfare, post-retirement, health, life, stock option, stock purchase, restricted stock, tuition refund, service award, company car, scholarship, relocation, disability, accident, sick, vacation, holiday, termination, unemployment, individual employment, consulting, executive compensation, incentive, commission, retentionsupplemental unemployment benefits, change in control, noncompetition and other non-competition, profit-sharing, pension or retirement plans, programs, agreements or arrangements, including any employee plans or arrangements that is not subject to United States law, and any current or former employment, consulting or executive compensation or severance agreements, policieswritten or otherwise, trust funds for the benefit of, or arrangements relating to, any employee of the Company, any trade or business (whether written or unwrittennot incorporated) which is a member of the controlled group including the Company or which is under common control with Company (an "ERISA Affiliate") within the meaning of Section 414 of the Code, insured or self-insuredany Subsidiary, domestic to which the Company, an ERISA Affiliate, or foreign) (1) establishedany Subsidiary is a party, maintained, sponsored or contributed to (or with respect to which any obligation to contribute has been undertaken) by the Company or any entity that would be deemed a "single employer" with the Company under Section 414(b)Company, (c), (m) or (o) of the Code or Section 4001 of ERISA (a "Company an ERISA Affiliate") on behalf of , or 54 any employeeSubsidiary could have a material obligation, officer, director, consultant or stockholder of the Company or any of its subsidiaries (whether current, former or retired) or their beneficiaries or (2) as well as each plan with respect to which the Company or any Company an ERISA Affiliate could incur material liability if such plan has been or has had any obligation on behalf of any such employee, officer, director, consultant, stockholder or beneficiary were terminated (each a "Company Plan" and, collectivelytogether, the "Company Employee Plans"'). True , and complete copies a copy of each of the Company Plans such written Employee Plan and any related documents have trust or other funding arrangement, summary, plan description and actuarial report has been delivered or made available to TCMParent.

Employee Benefit Plans; Employment Agreements. (a) Section 3.12(a3.11(a) of the Company Disclosure Letter Schedule sets forth a true and complete list of all "employee benefit plans" within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and any other material bonus, profit sharing, compensation, pension, severance, deferred compensation, fringe benefit, insurance, welfare, post-retirement, health, life, stock option, stock purchase, restricted stock, tuition refund, service award, company car, scholarship, relocation, disability, accident, sick, vacation, holiday, termination, unemployment, individual employment, consulting, executive compensation, incentive, commission, payroll practices, retention, change in control, noncompetition non-competition and other plans, agreements, policies, trust funds or arrangements (whether written or unwritten, insured or self-insured, domestic or foreign) (1) established, maintained, sponsored or contributed to (or with respect to which there is any obligation to contribute has been undertakencontribute) by the Company or any entity that would be deemed a "single employer" with the Company under Section 414(b), (c), (m) or (o) of the Code or Section 4001 of ERISA (a an "Company ERISA Affiliate") or on behalf of any employee, officer, director, consultant or stockholder of the Company or any of its subsidiaries (whether current, former or retired) or their beneficiaries or (2) with respect to which the Company or any Company ERISA Affiliate has or has had any obligation on behalf of any such employee, officer, director, consultant, stockholder or beneficiary (each a "Company Plan" and, collectively, the "Company Plans"). True and complete copies of each of the Company Plans and related documents have been delivered or made available to TCM.

Employee Benefit Plans; Employment Agreements. (a) Section 3.12(a3.11(a) of the Company Disclosure Letter Schedule sets forth a true and complete list of all "“employee benefit plans" ” within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("“ERISA"”), and any other material bonus, profit sharing, compensation, pension, severance, deferred compensation, fringe benefit, insurance, welfare, post-retirement, health, life, stock option, stock purchase, restricted stock, tuition refund, service award, company car, scholarship, relocation, disability, accident, sick, vacation, holiday, termination, unemployment, individual employment, consulting, executive compensation, incentive, commission, payroll practices, retention, change in control, noncompetition non-competition and other plans, agreements, policies, trust funds or arrangements (whether written or unwritten, insured or self-insured, domestic or foreign) (1) established, maintained, sponsored or contributed to (or with respect to which there is any obligation to contribute has been undertakencontribute) by the Company or any entity that would be deemed a "“single employer" ” with the Company under Section 414(b), (c), (m) or (o) of the Code or Section 4001 of ERISA (a "Company an “ERISA Affiliate"”) or on behalf of any employee, officer, director, consultant or stockholder of the Company or any of its subsidiaries (whether current, former or retired) or their beneficiaries or (2) with respect to which the Company or any Company ERISA Affiliate has or has had any obligation on behalf of any such employee, officer, director, consultant, stockholder or beneficiary (each a "“Company Plan" ” and, collectively, the "“Company Plans"”). True and complete copies of each of the Company Plans and related documents have been delivered or made available to TCM.

Employee Benefit Plans; Employment Agreements. (a) Section 3.12(a) of the Company Disclosure Letter sets forth a true and complete list of all "“employee benefit plans" ” within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("“ERISA"”), and any other material bonus, profit sharing, compensation, pension, severance, deferred compensation, fringe benefit, insurance, welfare, post-retirement, health, life, stock option, stock purchase, restricted stock, tuition refund, service award, company car, scholarship, relocation, disability, accident, sick, vacation, holiday, termination, unemployment, individual employment, consulting, executive compensation, incentive, commission, retention, change in control, noncompetition and other plans, agreements, policies, trust funds or arrangements (whether written or unwritten, insured or self-insured, domestic or foreign) (1) established, maintained, sponsored or contributed to (or with respect to which any obligation to contribute has been undertaken) by the Company or any entity that would be deemed a "“single employer" ” with the Company under Section 414(b), (c), (m) or (o) of the Code or Section 4001 of ERISA (a "“Company ERISA Affiliate"”) on behalf of any employee, officer, director, consultant or stockholder of the Company or any of its subsidiaries (whether current, former or retired) or their beneficiaries or (2) with respect to which the Company or any Company ERISA Affiliate has or has had any obligation on behalf of any such employee, officer, director, consultant, stockholder or beneficiary (each a "“Company Plan" ” and, collectively, the "“Company Plans"”). True and complete copies of each of the Company Plans and related documents have been delivered or made available to TCM.