Common use of Employee Benefits and Labor Matters Clause in Contracts

Employee Benefits and Labor Matters. (a) Schedule 3.11(a) of the Company Disclosure Schedule lists each material “Company Plan,” defined for purposes of this Agreement as any “employee benefit plan” (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)) and any other employee benefit plan, policy or agreement, whether or not covered by ERISA, and any incentive compensation, severance, employment, fringe benefit, bonus, gross-up, retention or deferred compensation plan, policy or arrangement, whether formal or informal, domestic or foreign (i) entered into, sponsored by or maintained by the Company or any of its Subsidiaries with respect to their current or former employees, officers, directors or consultants, or (ii) under which the Company or any of its Subsidiaries has had or has any present or future liability (actual or contingent). Except with respect to any foreign statutory or governmental plan, the Company has made available to Parent correct and complete copies of (i) each Company Plan or, in the case of Company Plans that are individual award agreements under the Company Stock Plans, a representative form of award agreement together with a list of persons covered by such representative form and the number of shares covered thereby, (ii) the most recent annual reports on Form 5500 required to be filed with the Internal Revenue Service (the “IRS”) with respect to each Company Plan (if such report was required, (iii) the most recent summary plan description for each Company Plan for which summary plan description is required and (iv) each trust agreement and insurance or group annuity contract relating to any Company Plan. Each Company Plan has been administered in compliance with its terms and in compliance with the applicable provisions of ERISA, the Code and all other applicable Laws, except for any instances of noncompliance that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as set forth on Schedule 3.7 of the Company Disclosure Schedule, there are no pending or, to the Knowledge of the Company, threatened claims (other than claims for benefits in the ordinary course), audits or proceedings with respect to any Company Plans that would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. All Company Plans that are “employee pension plans” (as defined in Section 3(2) of ERISA) that are intended to be tax qualified under Section 401(a) of the Code (each, a “Company Pension Plan”) have received a favorable determination letter from the IRS or have filed a timely application therefor and, to the Knowledge of the Company, no event has occurred since the date of the most recent determination letter or application therefor relating to any such Company Pension Plan that would adversely affect the qualification of such Company Pension Plan. The Company has made available to Parent a correct and complete copy of the most recent determination letter received with respect to each Company Pension Plan, as well as a correct and complete copy of each pending application for a determination letter, if any. No Company Pension Plan is subject to Title IV of ERISA (or similar provision under non-U.S. law), and neither the Company nor any of its Subsidiaries has incurred any current or projected liability in respect of post-employment or post-retirement health, medical or life insurance benefits for current, former or retired employees of Company or any of its Subsidiaries, except as required to avoid an excise tax under Section 4980B of the Code or otherwise except as may be required pursuant to any other applicable Law. Each Company Plan that is a “non-qualified deferred compensation plan” (as defined under Section 409A(d)(1) of the Code) has been operated and administered in good faith compliance with Section 409A of the Code and guidance promulgated thereunder by the Internal Revenue Service or Department of Treasury, and no Company Plan provides or provided any compensation or benefits which could subject, or have subjected, a covered service provider to gross income inclusion or tax pursuant to Section 409A(a)(1) of the Code, except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except for those matters that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, in respect of employees outside the United States, the Company and its Subsidiaries have complied with all their obligations in respect of all arrangements (whether or not tax registered, funded or closed) for the provision of pension and other benefits on or in anticipation of retirement or death (each a “Retirement Benefits Scheme”), including all local law requirements and the governing documentation of all such Retirement Benefits Schemes. The Company and its Subsidiaries do not have any material liability or exposure to any Retirement Benefits Scheme (or section thereof) pursuant to which there is an entitlement of participants therein to the payment of defined benefits.

Employee Benefits and Labor Matters. (a) Schedule 3.11(aSection 3.10(a) of the Company Disclosure Schedule Letter lists each material “Company Plan,” defined for purposes of this Agreement as any “employee benefit plan” (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974ERISA), as amended (“ERISA”)) and any other material employee benefit plan, policy plan or agreement, whether or not covered by ERISA, and any incentive compensation, severance, employment, fringe benefit, bonus, gross-up, retention or deferred compensation plan, policy or arrangement, whether formal or informal, domestic or foreign (i) entered into, sponsored by or agreement maintained by the Company or any of its Subsidiaries and with respect to their current or former employees, officers, directors or consultants, or (ii) under which the Company or would reasonably be expected to have any of its Subsidiaries has had or has any present or future material liability (actual or contingenteach, a “Company Plan”). Except with respect to any foreign statutory or governmental plan, the The Company has made available to Parent correct and complete copies of (i) each Company Plan (or, in the case of any such Company Plans Plan that are individual award agreements under is unwritten, descriptions of the Company Stock Plans, a representative form of award agreement together with a list of persons covered by such representative form and the number of shares covered therebymaterial terms thereof), (ii) the most recent annual reports report on Form 5500 required to be filed with the Internal Revenue Service (the “IRS”) IRS with respect to each Company Plan (if any such report was required), (iii) the most recent summary plan description for each Company Plan for which such summary plan description is required and (iv) each material trust agreement and insurance or group annuity contract Contract relating to any Company Plan. Each To the Company’s Knowledge, each Company Plan maintained, contributed to or required to be contributed to by the Company has been administered in compliance all material respects in accordance with its terms terms. To the Company’s Knowledge, the Company and all the Company Plans are all in material compliance with the applicable provisions of ERISA, the Code and all other applicable Laws, except for any instances of noncompliance that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as set forth on Schedule 3.7 of the Company Disclosure Schedule, there are no pending or, to the Knowledge of the Company, threatened claims (other than claims for benefits in the ordinary course), audits or proceedings with respect to any Company Plans that would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse EffectLegal Requirements. All Company Plans that are constitute “employee pension plans” (as defined in Section 3(23(3) of ERISA) that and are intended to be tax Tax qualified under Section 401(a) of the Code (each, a “Company Pension Plan”) have received a favorable an opinion or determination letter from the IRS or have filed a timely application therefor and, to the Knowledge and are expressly identified as such in Section 3.10(a) of the Company, no event has occurred since the date of the most recent determination letter or application therefor relating to any such Company Pension Plan that would adversely affect the qualification of such Company Pension PlanDisclosure Letter. The Company has made available to Parent a correct and complete copy of the most recent opinion or determination letter received with respect to each Company Pension PlanPlan maintained, contributed to or required to be contributed to by the Company, as well as a correct and complete copy of each pending application for an opinion or a determination letter, if any. No The Company Pension Plan is has not contributed or been obligated to contribute to an “employee benefit plan” subject to Title IV of ERISA (or similar provision under non-U.S. law)ERISA, and neither the Company nor any of its Subsidiaries has incurred any current or projected liability in respect of post-employment or post-retirement health, medical or life insurance benefits for current, former or retired employees of Company or any of its Subsidiaries, except as required to avoid an excise tax under Section 4980B of the Code or otherwise except as may be required pursuant to any other applicable Law. Each Company Plan that is a “non-qualified deferred compensation multiemployer plan,” as defined in Section 3(37) of ERISA, or an “employee benefit plan” (as defined under Section 409A(d)(1) subject to Sections 4063 or 4064 of the Code) has been operated and administered in good faith compliance with Section 409A of the Code and guidance promulgated thereunder by the Internal Revenue Service or Department of Treasury, and no Company Plan provides or provided any compensation or benefits which could subject, or have subjected, a covered service provider to gross income inclusion or tax pursuant to Section 409A(a)(1) of the Code, except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except for those matters that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, in respect of employees outside the United States, the Company and its Subsidiaries have complied with all their obligations in respect of all arrangements (whether or not tax registered, funded or closed) for the provision of pension and other benefits on or in anticipation of retirement or death (each a “Retirement Benefits Scheme”), including all local law requirements and the governing documentation of all such Retirement Benefits Schemes. The Company and its Subsidiaries do not have any material liability or exposure to any Retirement Benefits Scheme (or section thereof) pursuant to which there is an entitlement of participants therein to the payment of defined benefitsERISA.

Employee Benefits and Labor Matters. (a) Schedule 3.11(aSection 3.10(a) of the Company Disclosure Schedule Letter lists each material “Company Plan,” defined for purposes of this Agreement as any “employee benefit plan” (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974ERISA), as amended (“ERISA”)) and any other material employee benefit plan, policy plan or agreement, whether or not covered by ERISA, and any incentive compensation, severance, employment, fringe benefit, bonus, gross-up, retention or deferred compensation plan, policy or arrangement, whether formal or informal, domestic or foreign (i) entered into, sponsored by or agreement maintained by the Company or any of its Subsidiaries Company Subsidiary and with respect to their current or former employees, officers, directors or consultants, or (ii) under which the Company or any of its Subsidiaries has had or has Company Subsidiary would reasonably be expected to have any present or future material liability (actual or contingenteach, a “Company Plan”). Except with respect to any foreign statutory or governmental plan, the The Company has made available to Parent correct and complete copies of (i) each Company Plan (or, in the case of any such Company Plans Plan that are individual award agreements under is unwritten, descriptions of the Company Stock Plans, a representative form of award agreement together with a list of persons covered by such representative form and the number of shares covered therebymaterial terms thereof), (ii) the most recent annual reports report on Form 5500 required to be filed with the Internal Revenue Service (the “IRS”) with respect to each Company Plan (if any such report was required), (iii) the most recent summary plan description for each Company Plan for which such summary plan description is required and (iv) each material trust agreement and insurance or group annuity contract Contract relating to any Company Plan. Each Company Plan maintained, contributed to or required to be contributed to by the Company or any Company Subsidiary has been administered in compliance all material respects in accordance with its terms terms. The Company, the Company Subsidiaries and all the Company Plans are all in material compliance with the applicable provisions of ERISA, the Code and all other applicable Laws, except for any instances of noncompliance that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as set forth on Schedule 3.7 of the Company Disclosure Schedule, there are no pending or, to the Knowledge of the Company, threatened claims (other than claims for benefits in the ordinary course), audits or proceedings with respect to any Company Plans that would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse EffectLegal Requirements. All Company Plans that are constitute “employee pension plans” (as defined in Section 3(23(3) of ERISA) that and are intended to be tax Tax qualified under Section 401(a) of the Code (each, a “Company Pension Plan”) have received a favorable an opinion or determination letter from the IRS or have filed a timely application therefor and, to the Knowledge and are expressly identified as such in Section 3.10(a) of the Company, no event has occurred since the date of the most recent determination letter or application therefor relating to any such Company Pension Plan that would adversely affect the qualification of such Company Pension PlanDisclosure Letter. The Company has made available to Parent a correct and complete copy of the most recent opinion or determination letter received with respect to each Company Pension PlanPlan maintained, contributed to or required to be contributed to by the Company or any Company Subsidiary, as well as a correct and complete copy of each pending application for an opinion or a determination letter, if any. No Neither the Company Pension Plan is nor any Company Subsidiary has contributed or has been obligated to contribute to an “employee benefit plan” subject to Title IV of ERISA (or similar provision under non-U.S. law)ERISA, and neither the Company nor any of its Subsidiaries has incurred any current or projected liability in respect of post-employment or post-retirement health, medical or life insurance benefits for current, former or retired employees of Company or any of its Subsidiaries, except as required to avoid an excise tax under Section 4980B of the Code or otherwise except as may be required pursuant to any other applicable Law. Each Company Plan that is a “non-qualified deferred compensation multiemployer plan,” as defined in Section 3(37) of ERISA, or an “employee benefit plan” (as defined under Section 409A(d)(1) subject to Sections 4063 or 4064 of the Code) has been operated and administered in good faith compliance with Section 409A of the Code and guidance promulgated thereunder by the Internal Revenue Service or Department of Treasury, and no Company Plan provides or provided any compensation or benefits which could subject, or have subjected, a covered service provider to gross income inclusion or tax pursuant to Section 409A(a)(1) of the Code, except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except for those matters that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, in respect of employees outside the United States, the Company and its Subsidiaries have complied with all their obligations in respect of all arrangements (whether or not tax registered, funded or closed) for the provision of pension and other benefits on or in anticipation of retirement or death (each a “Retirement Benefits Scheme”), including all local law requirements and the governing documentation of all such Retirement Benefits Schemes. The Company and its Subsidiaries do not have any material liability or exposure to any Retirement Benefits Scheme (or section thereof) pursuant to which there is an entitlement of participants therein to the payment of defined benefitsERISA.

Employee Benefits and Labor Matters. (a) Schedule Section 3.11(a) of the Company Disclosure Schedule lists contains a list of each material “Company Plan,” defined for purposes of this Agreement as any “employee bonus, incentive compensation, equity-based compensation, equity purchase, pension, severance, change in control, retention, tax gross up, vacation, benefit plan” (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)) and any other employee or fringe benefit plan, policy or agreement, whether or not covered by ERISA, and any incentive compensation, severance, employment, fringe benefit, bonus, gross-up, retention or deferred compensation planprogram, policy or arrangementagreement (including each employment or individual consulting for employee-type services agreement), whether formal or informalin each case, domestic or foreign (i) entered intomaintained, sponsored by or maintained contributed to, or required to be maintained, sponsored or contributed to, by the Company or any of its Subsidiaries with respect to their current or former employees, officers, directors or consultants, or (ii) under which the Company or any other person or entity that, together with the Company, is treated as a single employer under Section 414 of its Subsidiaries has had or has the Code (each, a “Commonly Controlled Entity”) for the benefit of any present or future liability Company Personnel (actual or contingenteach, without regard to materiality, a “Company Plan”). Except with respect to any foreign statutory or governmental plan, the The Company has made available to Parent correct and complete copies of (i) each Company Plan (or, in the case of any such Company Plans Plan that are individual award agreements under the Company Stock Plansis unwritten, a representative form of award agreement together with a list of persons covered by such representative form and the number of shares covered therebydescriptions thereof), (ii) the most recent annual reports on Form 5500 required to be filed with the Internal Revenue Service (the “IRS”) IRS with respect to each Company Plan (if any such report was required), (iii) the most recent summary plan description for each Company Plan for which such summary plan description is required required, (iv) the most recent audited financial statements and actuarial valuation reports prepared with respect to each Company Plan and (ivv) each trust agreement and insurance or group annuity contract relating to any Company Plan. Each Company Plan and each related trust or other funding vehicle has been administered in compliance all material respects in accordance with its terms and in compliance in all material respects with the applicable provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), the Code and all other Laws. Each of the Company and its Subsidiaries and each Commonly Controlled Entity is in compliance in all material respects with ERISA, the Code and all other applicable Laws, except for any instances of noncompliance that would not reasonably be expected to have, individually or Laws in the aggregate, a Company Material Adverse Effect. Except as set forth on Schedule 3.7 respect of the Company Disclosure Schedule, there are no pending or, to the Knowledge of the Company, threatened claims (other than claims for benefits in the ordinary course), audits or proceedings with respect to any Plans. Each Company Plans Plan that would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. All Company Plans that are “employee pension plans” (as defined in Section 3(2) of ERISA) that are is intended to be tax qualified under Section 401(a) of the Code (each, a “Company Pension Plan”) have received a favorable determination letter from that is maintained, contributed to or required to be contributed to by the IRS Company or have filed a timely application therefor and, to the Knowledge any of the Company, its Subsidiaries is so qualified and no event has occurred since the date of the most recent determination letter or application therefor relating to any such Company Pension Plan that would reasonably be expected to adversely affect the qualification of such Company Pension Plan. The Company has made available to Parent a correct and complete copy of the most recent determination letter received with respect to each Company Pension Plan, as well as a correct and complete copy of each pending application for a determination letter, if any. No Company Pension Plan is subject to Title IV of ERISA (or similar provision under non-U.S. law), and neither the Company nor any of its Subsidiaries has incurred any current or projected liability in respect of post-employment or post-retirement provides health, medical or life insurance benefits coverage after retirement or other termination of employment (other than for currentreimbursements of claims incurred prior to retirement or termination or continuation coverage required under Section 4980(B)(f) of the Code or analogous state Laws). All contributions, former premiums and benefit payments under or retired employees in connection with the Company Plans that are required to have been made no later than the date hereof in accordance with the terms of the Company Plans have been timely made or have been reflected on the most recent consolidated balance sheet filed or incorporated by reference into the Company SEC Documents in accordance with GAAP. There is no pending or, to the Knowledge of the Company, threatened legal or administrative investigation, proceeding, claim, suit or action (other than routine claims for benefits) involving any Company Plan or the Company or any of its Subsidiaries, except as required to avoid an excise tax under Section 4980B of the Code Subsidiaries or otherwise except as may be required pursuant any Commonly Controlled Entity with respect to any other applicable Law. Each Company Plan Plan, in each case that is a “non-qualified deferred compensation plan” (as defined under Section 409A(d)(1) of the Code) has been operated and administered in good faith compliance with Section 409A of the Code and guidance promulgated thereunder by the Internal Revenue Service or Department of Treasury, and no Company Plan provides or provided any compensation or benefits which could subject, or have subjected, a covered service provider to gross income inclusion or tax pursuant to Section 409A(a)(1) of the Code, except as would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect. Except for those matters that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, in respect of employees outside the United States, the Company and its Subsidiaries have complied with all their obligations in respect of all arrangements (whether or not tax registered, funded or closed) for the provision of pension and other benefits on or in anticipation of retirement or death (each a “Retirement Benefits Scheme”), including all local law requirements and the governing documentation of all such Retirement Benefits Schemes. The Company and its Subsidiaries do not have any material liability or exposure to any Retirement Benefits Scheme (or section thereof) pursuant to which there is an entitlement of participants therein to the payment of defined benefits.