Common use of Employee Benefits Plans Clause in Contracts

Employee Benefits Plans. (a) Schedule 5.14(a) lists, by country, each “employee benefit plan” (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)), each bonus, stock option, stock purchase, incentive, deferred compensation, retirement, severance and other employee benefit plans, programs and arrangements, and each employment and compensation agreement (other than employment agreements that do not provide for severance, change in control or similar payments), which is maintained, contributed to, or required to be contributed to by the Company, any of its Subsidiaries or any ERISA Affiliates for the benefit of any current or former employee, director or consultant of the Company or any of its Subsidiaries (each an “Employee”), and with respect to which the Company or any of its Subsidiaries has or may have any liability or obligation (each, a “Company Benefit Plan”). The Company has made available to Purchaser correct and complete copies of (i) each Company Benefit Plan (or, in the case of any such Company Benefit Plan that is unwritten, descriptions thereof), and all material amendments thereto; (ii) each material consulting, relocation or repatriation agreement between the Company or any of its Subsidiaries and any Employee; (iii) the two most recent Form 5500 or similar tax returns (if any) for each Company Benefit Plan, if any; (iv) the most recent summary plan description for each Company Benefit Plan for which such summary plan description is required; (iv) each trust agreement and insurance or group annuity contract, if any, relating to any Company Benefit Plan; (v) the most recent IRS determination or similar letter, if any, from any Governmental Body relating to favorable tax treatment with respect to each Company Benefit Plan; (vi) all material correspondence to or from any governmental agency pertaining to a Company Benefit Plan, which was sent or received in the last two years; (vii) all discrimination tests, if any, for each Company Benefit Plan for the most recent two plan years and (viii) the last two annual actuarial valuations, if any, prepared for each Company Benefit Plan. Each Company Benefit Plan has been administered in all material respects in accordance with its terms. The Company and the Subsidiaries, with respect to the Company Benefit Plans, are in compliance in all material respects with the applicable provisions of ERISA, the Code and all other applicable Laws. Neither the Company nor, to the Knowledge of the Company, any fiduciary of any Company Benefit Plan has any material liability with respect to any transaction in violation of Sections 404 or 406 of ERISA or any “prohibited transaction,” as defined in Section 4975(c)(1) of the Code, for which no exemption exists under Section 408 of ERISA or Section 4975(c)(2) or (d) of the Code. The Company has not knowingly participated in a violation of Part 4 of Title I, Subtitle B of ERISA by any plan fiduciary of any Plan and does not have any unpaid civil penalty under Section 502(l) of ERISA which would result in a material liability.

Employee Benefits Plans. (a) Section 4.15 of the Disclosure Schedule 5.14(a) lists, by country, sets forth a true and complete list of each “employee benefit plan” (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ERISA (“whether or not subject to ERISA”)), each and any other plan, policy, program, practice, agreement, understanding or arrangement (whether written or oral) providing compensation or benefits to any current or former director, officer, employee or consultant (or to any dependent or beneficiary thereof) of any Company Entity or any ERISA Affiliate, which are now, or were within the past 6 years, maintained, sponsored or contributed to by any Company Entity or any ERISA Affiliate, or under which any Company Entity or any ERISA Affiliate has any obligation or Liability, whether actual or contingent, including, all incentive, bonus, retirement, deferred compensation, vacation, holiday, cafeteria, medical, disability, sick leave, life insurance, stock purchase, stock option, stock purchaseappreciation, incentivephantom stock, deferred compensationrestricted stock, retirement, severance and restricted stock unit or other employee benefit stock-based compensation plans, programs and arrangementschange-in-control, and each employment and compensation agreement (other than employment agreements that do not provide for severanceretention, change in control transaction or similar payments)severance policies, which is maintainedprograms, contributed to, practices or required to be contributed to by the Company, any of its Subsidiaries or any ERISA Affiliates for the benefit of any current or former employee, director or consultant of the Company or any of its Subsidiaries arrangements (each an “Employee”), and with respect to which the Company or any of its Subsidiaries has or may have any liability or obligation (each, a “Company Benefit Plan”). The With respect to each Company Plan, the Company has made available to Purchaser correct true and complete copies of (i) each Company Benefit Plan (or, in the case if not written, a written summary of any such Company Benefit Plan that is unwritten, descriptions thereofits material terms), including all plan documents, trust agreements, annuity contracts, insurance contracts or other funding vehicles and all material amendments thereto; , (ii) each all summaries and summary plan descriptions, including any summary of material consultingmodifications, relocation or repatriation agreement between the Company or any of its Subsidiaries and any Employee; (iii) the two three (3) most recent annual reports (Form 5500 or similar tax returns (if anyseries) for each filed with the IRS with respect to such Company Benefit Plan, if any; (iv) the most recent summary plan description for each actuarial report or other financial statement relating to such Company Benefit Plan for which such summary plan description is required; Plan, (ivv) each trust agreement and insurance the three (3) most recent determination or group annuity contractopinion letters, if any, relating issued by the IRS with respect to any Company Benefit Plan; Plan and any pending request for such a determination letter, (vvi) the three (3) most recent IRS determination nondiscrimination tests performed under the Code (including 401(k) and 401(m) tests) for each Company Plan, (vii) each contract or similar letter, if any, from any Governmental Body agreement relating to favorable tax treatment such Company Plan, (viii) all private letter rulings, requests, and letters issued with respect to each any Company Benefit Plan; (vi) all material correspondence to or from any governmental agency pertaining to a Company Benefit PlanPlan and filings, which was sent or received in the last two years; (vii) all discrimination tests, if any, for each Company Benefit Plan for the most recent two plan years and (viiiix) any summaries of self-corrections or applications made under the last two annual actuarial valuationsEmployee Plans Compliance Resolution System (as set forth in IRS Revenue Procedures 2003-44, if any2006-27, prepared for each Company Benefit Plan. Each Company Benefit Plan has been administered in all material respects in accordance with its terms. The Company and 2013-12, and/or any predecessor or successor thereto) or the SubsidiariesVoluntary Fiduciary Correction, Delinquent Filer Voluntary Compliance programs or Closing Agreement Programs with respect to the Company Benefit Plans, are in compliance in all material respects with the applicable provisions of ERISA, the Code and all other applicable Laws. Neither the Company nor, to the Knowledge of the Company, any fiduciary of any Company Benefit Plan has any material liability with respect to any transaction in violation of Sections 404 or 406 of ERISA or any “prohibited transaction,” as defined in Section 4975(c)(1) of the Code, for which no exemption exists under Section 408 of ERISA or Section 4975(c)(2) or (d) of the Code. The Company has not knowingly participated in a violation of Part 4 of Title I, Subtitle B of ERISA by any plan fiduciary of any Plan and does not have any unpaid civil penalty under Section 502(l) of ERISA which would result in a material liability.

Employee Benefits Plans. (a) Schedule 5.14(a6.13(a) lists, by country, lists each “employee benefit plan” (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”))) and any other material employee benefit, each bonusbonus or other incentive compensation, stock option, stock purchase, incentiveoption or other equity-based award, deferred compensation, retirementprofit-sharing, retirement or supplemental unemployment benefit, vacation or severance and other employee benefit plansplan, programs and arrangements, and each employment and compensation policy or agreement (other than employment agreements that do not provide for severance, change in control maintained or similar payments), which is maintained, contributed to, or required to be contributed to by the Company, any of its Subsidiaries or any ERISA Affiliates for the benefit of any current or former employee, director or consultant of the Company or any of its Subsidiaries (each an “Employee”)the Subsidiaries, and or with respect to which the Company or any of its the Subsidiaries has or may have any liability (contingent or obligation otherwise) (eacheach plan, a policy or agreement required to be so listed, an “Company Employee Benefit Plan”). The Company Seller has made available to Purchaser correct and complete copies of (i) each Company Employee Benefit Plan (or, in the case of any such Company Employee Benefit Plan that is unwritten, descriptions thereof), and all material amendments thereto; (ii) the most recent annual reports on Form 5500 (including all schedules and attachments thereto) required to be filed with the IRS with respect to each material consultingEmployee Benefit Plan (if any such report was required), relocation or repatriation agreement between the Company or any of its Subsidiaries and any Employee; (iii) the two most recent Form 5500 or similar tax returns (if any) for each Company Benefit Plan, if any; (iv) the most recent summary plan description for each Company Employee Benefit Plan for which such summary plan description is required; required (including any summaries of material modifications thereto), (iv) each trust agreement and insurance or group annuity contract, if any, contract relating to any Company Employee Benefit Plan; , (v) the most recent IRS determination or similar letter, if any, from any Governmental Body relating to favorable tax treatment with respect to each Company Benefit Plan; (vi) all material correspondence to or from any governmental agency pertaining to a Company Benefit Plan, which was sent or received in the last two years; (vii) all discrimination tests, if any, for each Company Benefit Plan for the most recent two plan years and (viii) the last two annual actuarial valuations, if any, prepared for each Company Employee Benefit Plan, and (vi) the most recent IRS determination letter, if any, for each Employee Benefit Plan. Each Company Employee Benefit Plan has been administered in all material respects in accordance with its terms. The Company Company, the Subsidiaries and all of the Subsidiaries, with respect to the Company Employee Benefit Plans, Plans are in compliance in all material respects with the applicable provisions of ERISA, the Code and all other applicable Laws. Neither the Company nor, except for any noncompliance that would not reasonably be expected to the Knowledge of the Company, any fiduciary of any Company Benefit Plan has any material liability with respect to any transaction in violation of Sections 404 or 406 of ERISA or any “prohibited transaction,” as defined in Section 4975(c)(1) of the Code, for which no exemption exists under Section 408 of ERISA or Section 4975(c)(2) or (d) of the Code. The Company has not knowingly participated in have a violation of Part 4 of Title I, Subtitle B of ERISA by any plan fiduciary of any Plan and does not have any unpaid civil penalty under Section 502(l) of ERISA which would result in a material liabilityMaterial Adverse Effect.

Employee Benefits Plans. (a) Schedule 5.14(a4.15(a) lists, by country, lists each “employee benefit plan” (as defined in within the meaning Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), whether or not subject to ERISA), each bonusstock option plan, stock optionpurchase plan, stock purchasebonus or incentive award plan, incentiveseverance pay plan, program or arrangement, deferred compensationcompensation arrangement or agreement, retirementemployment agreement, severance and other employee benefit plansexecutive compensation plan, programs and arrangementsprogram, and each employment and compensation agreement (other than employment agreements that do not provide for severanceor arrangement, change in control plan, program or similar payments)arrangement, which supplemental income arrangement, vacation plan, and any other material plan or arrangement providing compensation or benefits to any employee, non-employee director, consultant or independent contractor, whether written, unwritten or otherwise, funded or unfunded, that is or has been maintained, contributed to, or required to be contributed to to, by the Company, any of its Subsidiaries or any ERISA Affiliates for the benefit of any current or former employee, director or consultant of the Company or its Subsidiaries, under which any employee (of its Subsidiaries (each an “Employee”)any dependent thereof) is eligible to receive benefit or otherwise participate, and and/or with respect to which the Company or any of its Subsidiaries has or may have any actual or contingent liability or obligation (each, a “Company Benefit Plan”). The Company has made available to Purchaser correct and complete copies of (i) each Company Benefit Plan (or, in the case of any such Company Benefit Plan that is unwritten, descriptions thereof), and all material including amendments thereto; , (ii) each material consulting, relocation or repatriation agreement between the Company or any of its Subsidiaries and any Employee; (iii) the two most recent annual reports on Form 5500 or similar tax returns (if any) for required to be filed with the IRS with respect to each Company Benefit PlanPlan (if any such report was required), if any; (iviii) the most recent summary plan description for each Company Benefit Plan for which such summary plan description is required; , including all summaries of material modifications with respect thereto, (iv) each accurate and complete copies of any trust agreement instruments and insurance or group annuity contract, if any, relating to contracts forming a part of any Company Benefit Plan; (v) the most recent IRS determination or similar letterall material non-routine correspondence, if any, to or from any Governmental Body relating to favorable tax treatment with respect to each any Company Benefit Plan; Plan within the six most recent plan years, and (vi) all material correspondence to or from any governmental agency pertaining to a if such Company Benefit PlanPlan is intended to be qualified under Section 401(a) of the Code, which was sent or received in the last two years; (viiA) all discrimination tests, if any, required under the Code for each such Company Benefit Plan for the three most recent two plan years and (viiiB) the last two annual actuarial valuationsmost recent IRS determination letter (or opinion letter, if any, prepared for each applicable) received with respect to such Company Benefit Plan. Each Company Benefit Plan has been administered in all material respects in accordance with its termsterms and in compliance with all applicable Laws. The Company and the Subsidiaries, with respect to the Company Benefit Plans, are is in compliance in all material respects with the applicable provisions of ERISA, the Code and all other applicable Laws. Neither the Company nor, to the Knowledge of the Company, any fiduciary of any Company Benefit Plan has any material liability with respect to any transaction in violation of Sections 404 or 406 of ERISA or any “prohibited transaction,” as defined in Section 4975(c)(1) of the Code, for which no exemption exists under Section 408 of ERISA or Section 4975(c)(2) or (d) of the Code. The Company has not knowingly participated in a violation of Part 4 of Title I, Subtitle B of ERISA by any plan fiduciary of any Plan and does not have any unpaid civil penalty under Section 502(l) of ERISA which would result in a material liability.

Employee Benefits Plans. (a) Schedule 5.14(aSection 4.10(a) lists, by country, of the Company Disclosure Letter sets forth a true and complete list of each “employee benefit plan” (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)), each incentive, bonus, stock option, stock purchase, incentive, deferred compensation, retirementcafeteria, severance and other employee benefit plansmedical, programs and arrangementsdisability, and each employment and compensation agreement (other than employment agreements that do not provide for severancestock purchase or equity based compensation, change in control control, retention, severance, termination, employment, vacation, medical, employee benefits, fringe benefits, pension or similar payments)retirement plan, which is maintainedpolicy, contributed program, practice, agreement, understanding or arrangement, and any other material plan, policy, program, practice, agreement, understanding or arrangement providing compensation or other benefits to, or required to be contributed to by the Company, any of its Subsidiaries or any ERISA Affiliates otherwise for the benefit of of, any current or former director, officer, employee, director independent contractor or consultant other service provider (or any dependent or beneficiary thereof) of the Company or any of its Subsidiaries (each an “Employee”)Company Subsidiary, and with respect whether foreign or domestic, which are maintained, sponsored or contributed to by the Company or any Company Subsidiary, or which the Company or any Company Subsidiary is a party or under which the Company or any Company Subsidiary has any material obligation or liability, including by reason of its Subsidiaries has or may have any liability or obligation having an ERISA Affiliate (each, each a “Company Benefit Plan”). The Company has made available to Purchaser correct and complete copies of (i) each Company Benefit Plan (or, in the case of any such Company Benefit Plan that is unwritten, descriptions thereof), and all material amendments thereto; (ii) each material consulting, relocation or repatriation agreement between the Company or any of its Subsidiaries and any Employee; (iii) the two most recent Form 5500 or similar tax returns (if any) for each Company Benefit Plan, if any; (iv) the most recent summary plan description for each Company Benefit Plan for which such summary plan description is required; (iv) each trust agreement and insurance or group annuity contract, if any, relating to any Company Benefit Plan; (v) the most recent IRS determination or similar letter, if any, from any Governmental Body relating to favorable tax treatment with With respect to each Company Benefit Plan; , the Company has provided or made available to Parent and Sub complete and correct copies of (vii) all material correspondence to or from any governmental agency pertaining to a such Company Benefit Plan, which was sent including any related trust documents or received in other funding vehicles, and (ii) to the last two years; (vii) all discrimination tests, if any, for each extent applicable with respect to Company Benefit Plan for Plans sponsored or maintained by the Company, the most recent two plan years and (viii) actuarial valuation reports; the last two annual actuarial valuations, if any, prepared for each most recent Forms 5500 with all attachments required to have been filed with the IRS or the Department of Labor or any similar report filed with any comparable governmental authority in any non-U.S. jurisdiction having jurisdiction over any Company Benefit Plan. Each Company Benefit Plan has been administered in , and all schedules thereto; all current summary plan descriptions; all material respects in accordance with its terms. The Company and the Subsidiaries, with respect written communications received from or sent to the Company Benefit Plans, are in compliance in all material respects with the applicable provisions of ERISAIRS, the Code Pension Benefit Guaranty Corporation or the Department of Labor; and all other applicable Laws. Neither the Company nor, to the Knowledge of the Company, any fiduciary of any Company Benefit Plan has any material liability with respect amendments and modifications to any transaction in violation of Sections 404 or 406 of ERISA or any “prohibited transaction,” as defined in Section 4975(c)(1) of the Code, for which no exemption exists under Section 408 of ERISA or Section 4975(c)(2) or (d) of the Code. The Company has not knowingly participated in a violation of Part 4 of Title I, Subtitle B of ERISA by any plan fiduciary of any Plan and does not have any unpaid civil penalty under Section 502(l) of ERISA which would result in a material liabilitysuch document.

Employee Benefits Plans. (aSchedule 4.14(a) Schedule 5.14(a) lists, by country, lists each “"employee benefit plan” " (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“"ERISA”")), ) and each bonusdeferred compensation, stock option, stock purchase, incentivebonus, deferred compensationmedical, retirementwelfare, disability, severance and other employee benefit plansor termination pay, programs and arrangementsinsurance or incentive plan, and each employment and compensation other material employee benefit plan, program, agreement or arrangement, (other than employment agreements that do not provide for severancewhether funded or unfunded, change in control written or similar paymentsoral, qualified or nonqualified), which is maintainedsponsored, maintained or contributed to, to or required to be contributed to by the Company, Company or any of its Subsidiaries or any ERISA Affiliates for the benefit of any current or former employee, leased employee, director or consultant officer of the Company or any its Subsidiaries (an "Employee Plan") and separately identifies the Employee Plans sponsored by the Seller or any of it affiliates (other than the Company and its Subsidiaries) ("Parent Plans") and the Employee Plans sponsored by the Company or any of its Subsidiaries (each an “Employee”"Company Benefit Plans"). Except as set forth on Schedule 4.14(a), neither the Company nor any of its Subsidiaries participates or contributes currently or is required currently to contribute to or otherwise participate in any "multiemployer plan" (as defined in Section 3(37) of ERISA) (each, a "Multiemployer Plan"). To the Knowledge of the Seller and the Company, no event has occurred or circumstance exists that could result in any material liability to the Company or any of its Subsidiaries with respect to any Multiemployer Plan, other than ordinary contributions to such plans set forth in the applicable collective bargaining agreements. The Company or any of its Subsidiaries has not withdrawn within the last six (6) years from any Multiemployer Plan with respect to which there are any outstanding material liabilities. Neither the Company nor any of its Subsidiaries participates or contributes currently or is required currently to contribute to or otherwise participate in any "multiple employer plan" within the meaning of Section 210(a) of ERISA or Section 413(c) of the Code. No Company Benefit Plan (other than a Multiemployer Plan) is or at any time was a "defined benefit plan" as defined in Section 3(35) of ERISA or a pension plan subject to the funding standards of Section 302 of ERISA or Section 412 of the Code. With respect to each Company Benefit Plan (other than a Multiemployer Plan): (i) each has been administered in compliance with its terms and with all applicable laws including, without limitation, ERISA and the Code; (ii) no actions, suits, claims or disputes are pending or, to the Knowledge of the Company, threatened against any such plan, the trustee or fiduciary of any such plan, the Company or any assets of any such plan; (iii) no audits, proceedings, claims or demands are pending with any governmental authority including, without limitation, the IRS and the Department of Labor; and (iv) all reports, returns and similar documents required to be filed with any governmental authority or distributed to any such plan participant have been duly or timely filed or distributed. True and accurate copies of each Company Benefit Plan (other than a Multiemployer Plan), together with all current trust agreements, the most recent annual reports on Form 5500 and any auditor's reports, the three (3) most recent financial statements, the most recent actuarial reports, all currently effective agreements or contracts with any investment manager or investment advisor with respect to any Company Benefit Plan, (other than a Multiemployer Plan), the most recent IRS favorable determination letters, all current summary plan descriptions and summaries of material modifications for such plans have been furnished to Purchaser. In the case of any unwritten Company Benefit Plan (other than a Multiemployer Plan), a written description of such plan has been furnished to Purchaser. All amendments required to bring any Company Benefit Plan (other than a Multiemployer Plan) into conformity with any applicable provisions of ERISA and the Code have been duly adopted. With respect to each Company Benefit Plan (other than a Multiemployer Plan) intended to qualify under Code Section 401(a) or 403(a), (i) the IRS has issued a favorable determination letter, which has not been revoked, that any such plan is tax-qualified and each trust created thereunder has been determined by the Internal Revenue Service to be exempt from federal income tax under Code Section 501(a); and (ii) nothing has occurred or will occur through the Closing which would cause the loss of such qualification or exemption or the imposition of any penalty or tax liability. Except as disclosed on Schedule 4.14(g), no Company Benefit Plan (other than a Multiemployer Plan) obligates the Company to pay separation, severance, termination or similar benefits as a result of any transaction (either alone or in conjunction with other events) contemplated by this Agreement or solely as a result of a "change of control" (as defined in Section 280G of the Code) and no individual shall accrue or receive any additional benefits, service or accelerated rights to payments of benefits under any Company Benefit Plan as a result of the actions contemplated by this Agreement. No Company Benefit Plan provides for post-retirement medical or life insurance coverage beyond the last day of the month in which retirement occurs other than the rights that are provided by law. The Company and each Company Benefit Plan (other than a Multiemployer Plan) is in material compliance, to the extent applicable with (1) the notice and continuation of coverage requirements of Section 4980B of the Code, and the regulations thereunder ("COBRA"); (2) Part 6 of Title I of ERISA; (3) the Health Insurance Portability and Accountability Act of 1996 with respect to any group health plan within the meaning of Code Section 5000(b)(1); and (4) any applicable state statutes mandating health insurance continuation coverage for small employers. Each Foreign Pension Plan is in compliance in all material respects with all laws, regulations and rules for such Foreign Pension Plan and no actions or proceedings have been taken or instituted to terminate or wind-up a Foreign Pension Plan with respect to which the Company or any of its Subsidiaries has or may could reasonably be expected to have any liability or obligation (each, a “Company Benefit Plan”)liability. The Company has made available to Purchaser correct and complete copies obligations of (i) each Company Benefit Plan (or, in the case of any such Company Benefit Plan that is unwritten, descriptions thereof), and all material amendments thereto; (ii) each material consulting, relocation or repatriation agreement between the Company or and any of its Subsidiaries and any Employee; (iii) the two most recent Form 5500 or similar tax returns (if any) for each Company Benefit Plan, if any; (iv) the most recent summary plan description for each Company Benefit Plan for which such summary plan description is required; (iv) each trust agreement and insurance or group annuity contract, if any, relating to any Company Benefit Plan; (v) the most recent IRS determination or similar letter, if any, from any Governmental Body relating to favorable tax treatment with respect to each Company Benefit Plan; (vi) all material correspondence to or from any governmental agency pertaining to a Company Benefit Plan, which was sent or received in the last two years; (vii) all discrimination tests, if any, for each Company Benefit Plan for the most recent two plan years and (viii) the last two annual actuarial valuations, if any, prepared for each Company Benefit Plan. Each Company Benefit Plan has been administered in all material respects in accordance with its terms. The Company and the Subsidiaries, with respect to the Company Benefit Plans, are in compliance in all material respects with the applicable provisions of ERISA, the Code and all other applicable Laws. Neither the Company nor, to the Knowledge of the Company, any fiduciary of any Company Benefit Plan has any material liability with respect to any transaction in violation of Sections 404 Foreign Pension Plan are limited to fixed periodic contributions (which may be increased or 406 of ERISA decreased from time to time pursuant to applicable law). All such contributions due from the Company or any “prohibited transaction,” as defined in Section 4975(c)(1) of its Subsidiaries to the Code, for which no exemption exists under Section 408 of ERISA or Section 4975(c)(2) or (d) of the Code. The Company has not knowingly participated in a violation of Part 4 of Title I, Subtitle B of ERISA by any plan fiduciary of any Plan and does not Foreign Pension Plans have any unpaid civil penalty under Section 502(l) of ERISA which would result in a material liabilitybeen paid.

Employee Benefits Plans. (a) Schedule 5.14(a4.14(a) lists, by country, lists each “employee benefit plan” (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)), each bonus, stock option, stock purchase, incentive, deferred compensation, retirement, severance ) and any other material employee benefit plans, programs and arrangements, and each employment and compensation plan or agreement (other than employment agreements that do not provide for severance, change in control or similar payments), which is maintained, contributed to, or required to be contributed to maintained by the Company, any of its Subsidiaries Company or any ERISA Affiliates Subsidiaries for the benefit of any current or former employee, director retired employee or consultant terminated employee of the Company or any of its Subsidiaries (each an “Employee”), and with respect to which the Company or any of its Subsidiaries has or may have any liability or obligation Subsidiary (each, a “Company Benefit Plan”). Neither the Company, any Subsidiaries or any trade or business, whether or not incorporated that together with the Company or any Subsidiary would be deemed a “single employer” within the meaning of Section 4001 of ERISA has in the last three (3) years contributed to or has been obligated to contribute to any “employee pension plans,” as defined in Section 3(2) of ERISA, subject to Title IV of ERISA, including a “multiemployer plan,” as defined in Section 3(37) of ERISA. Neither the Company nor any Subsidiary has any written plan or commitment to create any additional Company Benefit Plan or modify or change any existing Company Benefit Plan or terminate any established employee benefit practice (except, in each case, as required by applicable Law) in a way that would materially affect any group of employees, retired employees or terminated employees of the Company or any of the Subsidiaries or reasonably be expected to result in a material liability to the Company, nor has any intention to do any of the foregoing been communicated in writing to any such group of employees, retired employees or terminated employees. The Company has made available to Purchaser Buyer, or will make available to Buyer as soon as reasonably practicable after the date hereof, correct and complete copies of of: (i) each Company Benefit Plan (or, in the case of any such Company Benefit Plan that is unwritten, descriptions thereof), and all material amendments thereto; (ii) the most recent annual reports on Form 5500 required to be filed with the IRS with respect to each material consulting, relocation or repatriation agreement between the Company or Benefit Plan (if any of its Subsidiaries and any Employeesuch report was required); (iii) the two most recent Form 5500 or similar tax returns (if any) for each Company Benefit Plan, if any; (iv) the most recent summary plan description for each Company Benefit Plan for which such summary plan description is required; (iv) the most recent determination or opinion letter received from the Internal Revenue Service with respect to each Company Benefit Plan, to the extent applicable; and (v) each trust agreement and insurance or group annuity contract, if any, contract relating to any Company Benefit Plan; (v) the most recent IRS determination or similar letter, if any, from any Governmental Body relating to favorable tax treatment with respect to each Company Benefit Plan; (vi) all material correspondence to or from any governmental agency pertaining to a Company Benefit Plan, which was sent or received in the last two years; (vii) all discrimination tests, if any, for each Company Benefit Plan for the most recent two plan years and (viii) the last two annual actuarial valuations, if any, prepared for each Company Benefit Plan. Each Company Benefit Plan has been administered in all material respects in accordance with its terms. The Company terms and the Subsidiariesapplicable Laws, with respect except as would not reasonably be expected to result in a material liability to the Company Benefit Plans, Company. There are in compliance in all material respects with the applicable provisions of ERISA, the Code and all other applicable Laws. Neither the Company norno pending or, to the Knowledge of the Company, any fiduciary threatened claims by or on behalf of any of the Company Benefit Plans, by any employee or beneficiary under any such Company Benefit Plan has any material liability with respect (other than routine claims for benefits), except as would not reasonably be expected to any transaction in violation of Sections 404 or 406 of ERISA or any “prohibited transaction,” as defined in Section 4975(c)(1) of the Code, for which no exemption exists under Section 408 of ERISA or Section 4975(c)(2) or (d) of the Code. The Company has not knowingly participated in a violation of Part 4 of Title I, Subtitle B of ERISA by any plan fiduciary of any Plan and does not have any unpaid civil penalty under Section 502(l) of ERISA which would result in a material liabilityliability to the Company.

Employee Benefits Plans. (a) Schedule 5.14(a4.17(a) lists, by country, each sets forth a correct and complete list of all “employee welfare benefit planplans” (as defined in Section 3(33(1) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)), each all “employee pension benefit plans” (as defined in Section 3(2) of ERISA) and all other employee benefit plans, programs, policies, agreements or arrangements including without limitation bonus, stock option, stock purchase, incentivestock award or other equity-based plan, change in control agreement, retention, severance, deferred compensation, retirementdependent care, severance sick leave, disability, death benefit, group insurance, hospitalization, dental, life, any fund, trust or arrangement providing health benefits and other employee fringe benefit plans, programs and arrangements, and each employment and compensation agreement (other than employment agreements that do not provide for severance, change in control or similar payments), which is plans maintained, sponsored or contributed to, or required to be contributed to by the Company, any of its Subsidiaries CSC or any ERISA Affiliates CSC Subsidiary for the benefit of any current or former officer, employee, director or consultant of the Company CSC or any CSC Subsidiary, or for a beneficiary or any such individual (individually and collectively, “Covered Individuals”) or previously maintained, sponsored or contributed to by CSC or any CSC Subsidiary for the benefit of its Subsidiaries (each an “Employee”), any Covered Individual and with respect to which which, as of the Company date of this Agreement, CSC or any of its Subsidiaries CSC Subsidiary has or may have any liability or obligation (each, a all the foregoing being herein called “Company Benefit PlanPlans”). The Company CSC has delivered or made available to Purchaser the Parent true, complete and correct and complete copies of (i) each Company Benefit Plan (or, in the case of any such Company unwritten Benefit Plan that is unwrittenPlans, descriptions thereof), ) and all material any amendments thereto; , (ii) each material consulting, relocation or repatriation agreement between the Company or any of its Subsidiaries and any Employee; (iii) the two most recent annual reports on Form 5500 or similar tax returns (including all schedules and attachments thereto) filed with the IRS with respect to each Benefit Plan (if any) for each Company Benefit Planany such report was required), if any; (iviii) the most recent summary plan description for each Company Benefit Plan for which such a summary plan description is required; , (iv) each trust agreement and insurance or agreement, group annuity contract, if any, contract or other funding and financing arrangement relating to any Company Benefit Plan; , (v) the most recent IRS determination or similar letterall contracts with third-party administrators, if anyactuaries, from investment managers, consultants and other independent contractors that relate to any Governmental Body relating to favorable tax treatment with respect to each Company Benefit Plan; Plan and (vi) for the last three years, all material correspondence with the IRS, United States Department of Labor and any other Governmental Authority regarding any Benefit Plan. No Person in the CSC Group has any binding commitment or understanding to establish any new Benefit Plan or from to modify any governmental agency pertaining to a Company Benefit Plan, which was sent or received in the last two years; (vii) all discrimination tests, if any, for each Company Benefit Plan for the most recent two plan years and (viii) the last two annual actuarial valuations, if any, prepared for each Company Benefit Plan. Each Company Benefit Plan has been administered in all material respects in accordance with its terms. The Company and the Subsidiaries, with respect except to the Company Benefit Plans, are in compliance in all material respects with the applicable provisions of ERISA, the Code and all other applicable Laws. Neither the Company nor, to the Knowledge of the Company, any fiduciary of any Company Benefit Plan has any material liability with respect to any transaction in violation of Sections 404 or 406 of ERISA or any “prohibited transaction,” as defined in Section 4975(c)(1) of the Code, for which no exemption exists under Section 408 of ERISA or Section 4975(c)(2) or (d) of the Code. The Company has not knowingly participated in a violation of Part 4 of Title I, Subtitle B of ERISA extent required by any plan fiduciary of any Plan and does not have any unpaid civil penalty under Section 502(l) of ERISA which would result in a material liabilityLaw.

Employee Benefits Plans. (a) Schedule 5.14(aSection 4.10(a) lists, by country, of the Company Disclosure Letter sets forth a true and complete list of each “"employee benefit plan” (" as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“"ERISA”)"), each incentive, bonus, stock option, stock purchase, incentive, deferred compensation, retirementcafeteria, severance and other employee benefit plansmedical, programs and arrangementsdisability, and each employment and compensation agreement (other than employment agreements that do not provide for severancestock purchase or equity based compensation, change in control control, retention, severance, termination, employment, vacation, medical, employee benefits, fringe benefits, pension or similar payments)retirement plan, which is maintainedpolicy, contributed program, practice, agreement, understanding or arrangement, and any other material plan, policy, program, practice, agreement, understanding or arrangement providing compensation or other benefits to, or required to be contributed to by the Company, any of its Subsidiaries or any ERISA Affiliates otherwise for the benefit of of, any current or former director, officer, employee, director independent contractor or consultant other service provider (or any dependent or beneficiary thereof) of the Company or any of its Subsidiaries (each an “Employee”)Company Subsidiary, and with respect whether foreign or domestic, which are maintained, sponsored or contributed to by the Company or any Company Subsidiary, or which the Company or any of its Subsidiaries has Company Subsidiary is a party or may have any liability or obligation (each, a “Company Benefit Plan”). The Company has made available to Purchaser correct and complete copies of (i) each Company Benefit Plan (or, in the case of any such Company Benefit Plan that is unwritten, descriptions thereof), and all material amendments thereto; (ii) each material consulting, relocation or repatriation agreement between under which the Company or any Company Subsidiary has any material obligation or liability, including by reason of its Subsidiaries and any Employee; having an ERISA Affiliate (iii) the two most recent Form 5500 or similar tax returns (if any) for each a "Company Benefit Plan, if any; (iv) the most recent summary plan description for each Company Benefit Plan for which such summary plan description is required; (iv) each trust agreement and insurance or group annuity contract, if any, relating to any Company Benefit Plan; (v) the most recent IRS determination or similar letter, if any, from any Governmental Body relating to favorable tax treatment with "). With respect to each Company Benefit Plan; , the Company has provided or made available to Parent and Sub complete and correct copies of (vii) all material correspondence to or from any governmental agency pertaining to a such Company Benefit Plan, which was sent including any related trust documents or received in other funding vehicles, and (ii) to the last two years; (vii) all discrimination tests, if any, for each extent applicable with respect to Company Benefit Plan for Plans sponsored or maintained by the Company, the most recent two plan years and (viii) actuarial valuation reports; the last two annual actuarial valuations, if any, prepared for each most recent Forms 5500 with all attachments required to have been filed with the IRS or the Department of Labor or any similar report filed with any comparable governmental authority in any non-U.S. jurisdiction having jurisdiction over any Company Benefit Plan. Each Company Benefit Plan has been administered in , and all schedules thereto; all current summary plan descriptions; all material respects in accordance with its terms. The Company and the Subsidiaries, with respect written communications received from or sent to the Company Benefit Plans, are in compliance in all material respects with the applicable provisions of ERISAIRS, the Code Pension Benefit Guaranty Corporation or the Department of Labor; and all other applicable Laws. Neither the Company nor, to the Knowledge of the Company, any fiduciary of any Company Benefit Plan has any material liability with respect amendments and modifications to any transaction in violation of Sections 404 or 406 of ERISA or any “prohibited transaction,” as defined in Section 4975(c)(1) of the Code, for which no exemption exists under Section 408 of ERISA or Section 4975(c)(2) or (d) of the Code. The Company has not knowingly participated in a violation of Part 4 of Title I, Subtitle B of ERISA by any plan fiduciary of any Plan and does not have any unpaid civil penalty under Section 502(l) of ERISA which would result in a material liabilitysuch document.

Employee Benefits Plans. (a) Schedule 5.14(aSection 3.13(a) lists, by country, of the Disclosure Schedules lists each “employee benefit plan” (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)), each bonuswhether or not subject to ERISA, stock option, stock purchase, incentive, deferred compensation, retirement, severance and any other employee benefit plansplan, programs and arrangementscontract, and each employment and compensation program, policy, fund, arrangement or agreement (other than employment agreements that do not provide for severancesponsored, change in control maintained or similar payments), which is maintained, contributed to, or required to be contributed to by the Company, any of its Subsidiaries Company or any ERISA Affiliates Subsidiary for the benefit of any current Business Employee or former employee, director or consultant employee of the Company or any of its Subsidiaries (each an “Employee”including their eligible dependents and beneficiaries), and or with respect to which the Company or any Subsidiary has any Liability, actual or contingent, including but not limited to by reason of its Subsidiaries has the Company or may have any liability Subsidiary being or obligation having been treated as a single employer with any ERISA Affiliate at any time (each, a “Company Benefit Plan”). The Company has made available to Purchaser correct and complete copies of (i) each Company Benefit Plan Plan, including amendments (or, in the case of any such Company Benefit Plan that is unwritten, descriptions thereof), and all material amendments thereto; (ii) each material consulting, relocation or repatriation agreement between the Company or any of its Subsidiaries and any Employee; (iii) the two three most recent annual reports on Form 5500 or similar tax returns (if any) for required to be filed with the IRS with respect to each Company Benefit PlanPlan (if any such report was required) and all schedules and financial statements attached thereto, if any; (iviii) the most recent summary plan description for each Company Benefit Plan for which such summary plan description is required; required and summaries of material modifications thereto, (iv) each trust agreement and insurance or group annuity contract, if any, contract relating to any Company Benefit Plan; , (v) the most recent IRS all determination or similar letter, if any, advisory letters from any Governmental Body relating to favorable tax treatment the IRS with respect to each Company Benefit Plan; (vi) all material correspondence to or from any governmental agency pertaining to a Company Benefit Plan, which was sent or received in the last two years; and (viivi) all discrimination tests, if any, for each Company Benefit Plan actuarial reports for the most recent two plan three preceding calendar years and (viii) the last two annual actuarial valuations, if any, prepared for with respect to each Company Benefit Plan. Each Company Benefit Plan has been maintained and administered in all material respects in accordance with its terms. The Company terms and the Subsidiaries, with respect to the Company Benefit Plans, are in compliance in all material respects with the applicable provisions of ERISA, the Code and all other applicable Laws. Neither Laws (whether as a matter of substantive law or as necessary to secure any intended favorable tax treatment), and the Company nor, to the Knowledge has performed and complied in all material respects with all of the Company, any fiduciary of any Company Benefit Plan has any material liability its obligations under or with respect to any transaction in violation of Sections 404 or 406 of ERISA or any “prohibited transaction,” as defined in Section 4975(c)(1) of the Code, for which no exemption exists under Section 408 of ERISA or Section 4975(c)(2) or (d) of the Code. The each Company has not knowingly participated in a violation of Part 4 of Title I, Subtitle B of ERISA by any plan fiduciary of any Plan and does not have any unpaid civil penalty under Section 502(l) of ERISA which would result in a material liabilityBenefit Plan.

Employee Benefits Plans. (a) Schedule 5.14(a3.14(a) lists, by country, lists each “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 plan, each bonusprogram, policy or agreement, stock purchase, stock option, stock purchaseseverance, employment, change-in-control, fringe benefit, collective bargaining, bonus, incentive, deferred compensation, retirement, severance employee loan and all other employee benefit plans, programs and agreements, programs, policies or other arrangements, and each employment and compensation agreement (other than employment agreements that do not provide for severancemaintained by, change in control sponsored or similar payments), which is maintained, contributed to, or required to be contributed to by any Acquired Company in the Company, any of its Subsidiaries or any ERISA Affiliates United States for the benefit of any current or former employee, director or consultant independent contractor of the Company or any of its Subsidiaries (each an the “EmployeeCompany Employees”), and with respect to which the Company or any of its Subsidiaries has or may have any liability or obligation ) (each, a an “Company Employee Benefit Plan”). The Company has delivered to Parent or made available to Purchaser Parent in the Data Room correct and complete copies of (i) each Company Employee Benefit Plan (or, in the case of any such Company Employee Benefit Plan that is unwritten, descriptions thereof), and all material amendments thereto; (ii) for the three most recent years (A) annual reports on Form 5500 and schedules required to be filed with the IRS with respect to each material consultingEmployee Benefit Plan (if any such report was required), relocation or repatriation agreement between the Company or any of its Subsidiaries (B) audited financial statements and any Employee; (C) actuarial valuation reports, (iii) the two most recent Form 5500 or similar tax returns (if any) for each Company Benefit Plan, if any; (iv) the most recent summary plan description for each Company Employee Benefit Plan for which such summary plan description is required; , (iv) each trust agreement and insurance or group annuity contract, if any, contract relating to any Company Employee Benefit Plan; Plan and (v) any written communications during the most recent IRS determination or similar letter, if any, from past three (3) years by any Governmental Body relating Acquired Company to favorable tax treatment with respect to each Company Benefit Plan; (vi) all material correspondence to or from any governmental agency pertaining to Employees as a Company Benefit Plan, which was sent or received in group concerning the last two years; (vii) all discrimination tests, if any, for each Company Benefit Plan for extent of the most recent two plan years and (viii) the last two annual actuarial valuations, if any, prepared for each Company benefits provided under an Employee Benefit Plan. Each Company Employee Benefit Plan maintained, contributed to or required to be contributed to by any Acquired Company has been established, operated and administered in all material respects in accordance with its terms. The Company terms and applicable Laws, and the Subsidiaries, with respect to Acquired Companies and all the Company Employee Benefit Plans, Plans are all in compliance in all material respects with the applicable provisions of ERISA, the Code and all other applicable Laws. Neither the Company nor, to the Knowledge of the Company, except for any fiduciary of any Company Benefit Plan has any material liability with respect to any transaction in violation of Sections 404 or 406 of ERISA or any “prohibited transaction,” as defined in Section 4975(c)(1) of the Code, for which no exemption exists under Section 408 of ERISA or Section 4975(c)(2) or (d) of the Code. The Company has noncompliance that would not knowingly participated in a violation of Part 4 of Title I, Subtitle B of ERISA by any plan fiduciary of any Plan and does not have any unpaid civil penalty under Section 502(l) of ERISA which would result in a material liabilityliability to any Acquired Company.

Employee Benefits Plans. (a) Schedule 5.14(aSection 4.10(a) lists, by country, of the Company Disclosure Letter sets forth a true and complete list of each “employee benefit plan” (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)), each incentive, bonus, stock option, stock purchase, incentive, deferred compensation, retirementcafeteria, severance and other employee benefit plansmedical, programs and arrangementsdisability, and each employment and compensation agreement (other than employment agreements that do not provide for severancestock purchase or equity based compensation, change in control control, retention, severance, termination, employment, vacation, medical, employee benefits, fringe benefits, pension or similar payments)retirement plan, which is maintainedpolicy, contributed program, practice, agreement, understanding or arrangement, and any other material plan, policy, program, practice, agreement, understanding or arrangement providing compensation or other benefits to, or required to be contributed to by the Company, any of its Subsidiaries or any ERISA Affiliates otherwise for the benefit of of, any current or former director, officer, employee, director independent contractor or consultant other service provider (or any dependent or beneficiary thereof) of the Company or any of its Subsidiaries (each an “Employee”)Company Subsidiary, and with respect which are maintained, sponsored or contributed to by the Company or any Company Subsidiary, or which the Company or any Company Subsidiary is a party or under which the Company or any Company Subsidiary has any material obligation or liability, including by reason of its Subsidiaries has or may have any liability or obligation having an ERISA Affiliate (each, each a “Company Benefit Plan”). The Company has made available to Purchaser correct and complete copies of (i) each Company Benefit Plan (or, in the case of any such Company Benefit Plan that is unwritten, descriptions thereof), and all material amendments thereto; (ii) each material consulting, relocation or repatriation agreement between the Company or any of its Subsidiaries and any Employee; (iii) the two most recent Form 5500 or similar tax returns (if any) for each Company Benefit Plan, if any; (iv) the most recent summary plan description for each Company Benefit Plan for which such summary plan description is required; (iv) each trust agreement and insurance or group annuity contract, if any, relating to any Company Benefit Plan; (v) the most recent IRS determination or similar letter, if any, from any Governmental Body relating to favorable tax treatment with With respect to each Company Benefit Plan; , the Company has provided or made available to Parent and Sub complete and correct copies of (vii) all material correspondence to or from any governmental agency pertaining to a such Company Benefit Plan, which was sent including any related trust documents or received in other funding vehicles, and (ii) to the last two years; (vii) all discrimination tests, if any, for each extent applicable with respect to Company Benefit Plan for Plans sponsored or maintained by the Company, the most recent two actuarial valuation reports; the most recent Forms 5500 with all attachments required to have been filed with the IRS or the Department of Labor, and all schedules thereto; all current summary plan years and (viii) the last two annual actuarial valuations, if any, prepared for each Company Benefit Plan. Each Company Benefit Plan has been administered in descriptions; all material respects in accordance with its terms. The Company and the Subsidiaries, with respect written communications received from or sent to the Company Benefit Plans, are in compliance in all material respects with the applicable provisions of ERISAIRS, the Code Pension Benefit Guaranty Corporation or the Department of Labor regarding the qualification or compliance of such plans; and all other applicable Laws. Neither the Company nor, to the Knowledge of the Company, any fiduciary of any Company Benefit Plan has any material liability with respect amendments and modifications to any transaction in violation of Sections 404 or 406 of ERISA or any “prohibited transaction,” as defined in Section 4975(c)(1) of the Code, for which no exemption exists under Section 408 of ERISA or Section 4975(c)(2) or (d) of the Code. The Company has not knowingly participated in a violation of Part 4 of Title I, Subtitle B of ERISA by any plan fiduciary of any Plan and does not have any unpaid civil penalty under Section 502(l) of ERISA which would result in a material liabilitysuch document.

Employee Benefits Plans. (a) Schedule 5.14(a4.17(a) lists, by country, each “sets forth a correct and complete list of (i) all employee welfare benefit plan” plans (as defined in Section 3(33(1) of the Employee Retirement Income Security Act ERISA, (ii) all employee pension benefit plans (as defined in Section 3(2) of 1974, as amended ERISA) and (“ERISA”)), each bonus, stock option, stock purchase, incentive, deferred compensation, retirement, severance and iii) all other employee benefit plans, programs and programs, policies, agreements or arrangements, and each employment and including any deferred compensation agreement (plan, incentive plan, bonus plan or arrangement, stock option plan, stock purchase plan, stock award plan or other than employment agreements that do not provide for severanceequity-based plan, change in control agreement, retention, severance pay plan, dependent care plan, sick leave, disability, death benefit, group insurance, hospitalization, dental, life, any fund, trust or similar payments)arrangement providing health benefits including a multiemployer welfare arrangement, which is maintaineda multiple employer welfare fund or arrangement, contributed tocafeteria plan, employee assistance program, scholarship program, employment contract, retention incentive agreement, termination agreement, severance agreement, noncompetition agreement, consulting agreement, confidentiality agreement, vacation policy, employee loan, or required to be other similar plan, agreement or arrangement, whether written or oral, funded or unfunded, or actual or contingent that (A) is maintained or contributed to by the Company, PCT or any of its Subsidiaries or any ERISA Affiliates for the benefit of any current or former employeeemployees, director consultants or consultant managers of the PCT or any of its Subsidiaries, or their beneficiaries (collectively, “Company Employees”), (B) has been approved by PCT or any of its Subsidiaries but is not yet effective for the benefit of Company Employees, or (each an “Employee”), C) was previously maintained by PCT or any of its Subsidiaries for the benefit of the Company Employees and with respect to which the Company PCT or any of its Subsidiaries has or may have any liability or obligation (each, each a “Company Benefit Plan”). The Company PCT has made available delivered to Purchaser Parent a correct and complete copies copy (where applicable) of (i1) each Company Benefit Plan (or, in the case where a Company Benefit Plan has not been reduced to writing, a summary of any all material terms of such Company Benefit Plan that is unwritten, descriptions thereofPlan), and all material amendments thereto; (ii2) each material consulting, relocation current trust or repatriation agreement between the Company or any of its Subsidiaries and any Employee; (iii) the two most recent Form 5500 or similar tax returns (if any) for funding arrangement relating to each Company Benefit Plan, if any; (iv3) the three most recent summary plan description for each Company Benefit Plan for which such summary plan description is required; recently filed annual reports on Internal Revenue Service (iv“IRS”) each trust agreement and insurance Form 5500 or group annuity contract, if any, relating to any Company Benefit Plan; (v) the most recent IRS determination or similar letter, if any, from any Governmental Body relating to favorable tax treatment other annual report required by applicable Law with respect to each Company Benefit Plan; , (vi4) all material correspondence to or from any governmental agency pertaining to a Company Benefit Plan, which was sent or received in the last two years; (vii) all discrimination tests, if any, for each Company Benefit Plan for the most recent two plan years and (viii) the last two annual actuarial valuations, if any, prepared recently received IRS determination letter for each Company Benefit Plan. Each , (5) the most recently prepared actuarial report and financial statement in connection with each Company Benefit Plan, (6) the most recent summary plan description, any summaries of material modification, any employee handbooks and any material written communications (or a description of any material oral communications) by PCT or any of its Subsidiaries to any Company Employee concerning the extent of the benefits provided under any Plan, (7) for the last three years, all material correspondence with the IRS, United States Department of Labor (“DOL”) and any other Governmental Authority regarding an audit or examination any Company Benefit Plan, (8) all contracts with third-party administrators, actuaries, investment managers, consultants and other independent contractors that relate to any Company Benefit Plan has been administered and (9) any other documents in all material respects in accordance with its terms. The Company and the Subsidiaries, with respect to the Company Benefit Plans, are in compliance in all material respects with the applicable provisions of ERISA, the Code and all other applicable Laws. Neither the Company nor, to the Knowledge of the Company, any fiduciary of any Company Benefit Plan reasonably requested by Parent. Neither PCT nor any of its Subsidiaries has any material liability with respect plan or commitment to establish any transaction in violation of Sections 404 new Company Benefit Plan or 406 of ERISA or to modify any “prohibited transaction,” as defined in Section 4975(c)(1) of Company Benefit Plan, except to the Code, for which no exemption exists under Section 408 of ERISA or Section 4975(c)(2) or (d) of the Code. The Company has not knowingly participated in a violation of Part 4 of Title I, Subtitle B of ERISA extent required by any plan fiduciary of any Plan and does not have any unpaid civil penalty under Section 502(l) of ERISA which would result in a material liabilityLaw.

Employee Benefits Plans. (a) Section 4.15 of the Disclosure Schedule 5.14(a) lists, by country, sets forth a true and complete list of each “employee benefit plan” (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ERISA (“whether or not subject to ERISA”)), each and any other plan, policy, program, practice, agreement, understanding or arrangement (whether written or oral) providing compensation or benefits to any current or former director, officer, employee or consultant (or to any dependent or beneficiary thereof) of the Company or any ERISA Affiliate, which are now, or were within the past 6 years, maintained, sponsored or contributed to by the Company or any ERISA Affiliate, or under which the Company or any ERISA Affiliate has any obligation or Liability, whether actual or contingent, including, all incentive, bonus, retirement, deferred compensation, vacation, holiday, cafeteria, medical, disability, sick leave, life insurance, stock purchase, stock option, stock purchaseappreciation, incentivephantom stock, deferred compensationrestricted stock, retirement, severance and restricted stock unit or other employee benefit stock-based compensation plans, programs and arrangementschange-in-control, and each employment and compensation agreement (other than employment agreements that do not provide for severanceretention, change in control transaction or similar payments)severance policies, which is maintainedprograms, contributed to, practices or required to be contributed to by the Company, any of its Subsidiaries or any ERISA Affiliates for the benefit of any current or former employee, director or consultant of the Company or any of its Subsidiaries arrangements (each an “Employee”), and with respect to which the Company or any of its Subsidiaries has or may have any liability or obligation (each, a “Company Benefit Plan”). The With respect to each Company Plan, the Company has made available to Purchaser correct Parent true and complete copies of (i) each Company Benefit Plan (or, in the case if not written, a written summary of any such Company Benefit Plan that is unwritten, descriptions thereofits material terms), including all plan documents, trust agreements, annuity contracts, insurance contracts or other funding vehicles and all material amendments thereto; , (ii) each all summaries and summary plan descriptions, including any summary of material consultingmodifications, relocation or repatriation agreement between the Company or any of its Subsidiaries and any Employee; (iii) the two three (3) most recent annual reports (Form 5500 or similar tax returns (if anyseries) for each filed with the IRS with respect to such Company Benefit Plan, if any; (iv) the most recent summary plan description for each actuarial report or other financial statement relating to such Company Benefit Plan for which such summary plan description is required; Plan, (ivv) each trust agreement and insurance the three (3) most recent determination or group annuity contractopinion letters, if any, relating issued by the IRS with respect to any Company Benefit Plan; Plan and any pending request for such a determination letter, (vvi) the three (3) most recent IRS determination nondiscrimination tests performed under the Code (including 401(k) and 401(m) tests) for each Company Plan, (vii) each contract or similar letter, if any, from any Governmental Body agreement relating to favorable tax treatment such Company Plan, (viii) all private letter rulings, requests, and letters issued with respect to each any Company Benefit Plan; (vi) all material correspondence to or from any governmental agency pertaining to a Company Benefit PlanPlan and filings, which was sent or received in the last two years; (vii) all discrimination tests, if any, for each Company Benefit Plan for the most recent two plan years and (viiiix) any summaries of self-corrections or applications made under the last two annual actuarial valuationsEmployee Plans Compliance Resolution System (as set forth in IRS Revenue Procedures 2003-44, if any2006-27, prepared for each Company Benefit Plan. Each Company Benefit Plan has been administered in all material respects in accordance with its terms. The Company and 2013-12, and/or any predecessor or successor thereto) or the SubsidiariesVoluntary Fiduciary Correction, Delinquent Filer Voluntary Compliance programs or Closing Agreement Programs with respect to the Company Benefit Plans, are in compliance in all material respects with the applicable provisions of ERISA, the Code and all other applicable Laws. Neither the Company nor, to the Knowledge of the Company, any fiduciary of any Company Benefit Plan has any material liability with respect to any transaction in violation of Sections 404 or 406 of ERISA or any “prohibited transaction,” as defined in Section 4975(c)(1) of the Code, for which no exemption exists under Section 408 of ERISA or Section 4975(c)(2) or (d) of the Code. The Company has not knowingly participated in a violation of Part 4 of Title I, Subtitle B of ERISA by any plan fiduciary of any Plan and does not have any unpaid civil penalty under Section 502(l) of ERISA which would result in a material liability.

Employee Benefits Plans. (a) Schedule 5.14(a3.15(a) lists, by country, lists each “employee benefit plan” (as defined in within the meaning Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), whether or not subject to ERISA), each bonusstock option plan, stock optionpurchase plan, stock purchasebonus or incentive award plan, incentiveseverance pay plan, program or arrangement, deferred compensationcompensation arrangement or agreement, retirementemployment agreement, severance and other employee benefit plansexecutive compensation plan, programs and arrangementsprogram, and each employment and compensation agreement (other than employment agreements that do not provide for severanceor arrangement, change in control plan, program or similar payments)arrangement, which supplemental income arrangement, sick, PTO or vacation plan, and any other material plan or arrangement providing compensation or benefits to any employee, non-employee director, consultant or independent contractor, whether written, unwritten or otherwise, funded or unfunded, that is or has been maintained, contributed to, or required to be contributed to to, by the Company, any of its Subsidiaries or any ERISA Affiliates for the benefit of any current or former employee, director or consultant of the Company or any of its Subsidiaries (each an “Employee”)ERISA Affiliate, and under which any individual is eligible to receive benefits or otherwise participate, and/or with respect to which the Company or any of its Subsidiaries ERISA Affiliate has or may have any actual or contingent liability or obligation (each, a “Company Benefit Plan”). The Company Seller has made available provided to Purchaser correct and complete copies of (i) each Company Benefit Plan (or, in the case of any such Company Benefit Plan that is unwritten, descriptions thereof), and all material including amendments thereto; , (ii) each material consulting, relocation or repatriation agreement between the Company or any of its Subsidiaries and any Employee; (iii) the two most recent annual reports on Form 5500 or similar tax returns (if any) for required to be filed with the IRS with respect to each Company Benefit PlanPlan (if any such report was required), if any; (iviii) the most recent summary plan description for each Company Benefit Plan for which such summary plan description is required; , including all summaries of material modifications with respect thereto, and (iv) each trust agreement accurate and insurance complete copies of all Contracts relating to such Company Benefit Plan; (v) all written materials provided to employees or group annuity contractparticipants relating to such Company Benefit Plan to the extent that such materials relate to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events that would result in any liability to the Company or any ERISA Affiliate; (vi) all material correspondence, if any, to or from any Governmental Authority relating to any Company Benefit Plan; (v) the most recent IRS determination or similar letter, if any, from any Governmental Body relating to favorable tax treatment with respect to each Company Benefit Plan; (vi) all material correspondence to or from any governmental agency pertaining to a Company Benefit Plan, which was sent or received in the last two years; and (vii) all discrimination tests, if any, required under the Code for each such Company Benefit Plan for the three most recent two plan years and the most recent IRS determination letter (viii) the last two annual actuarial valuationsor opinion letter, if any, prepared for each applicable) received with respect to any such qualified Company Benefit Plan. Each Company Benefit Plan has been administered in all material respects in accordance with its termsterms and in compliance with all applicable Laws, and the Company and each ERISA Affiliate has performed all obligations required to be performed by it under, is not in default under or in violation of any Company Benefit Plan. The Company and the Subsidiaries, with respect to the each Company Benefit Plans, are Plan is in compliance in all material respects with the applicable provisions of ERISA, the Code and all other applicable Laws. Neither the Company nor, to the Knowledge of the Company, any fiduciary of any Company Benefit Plan has any material liability with respect to any transaction in violation of Sections 404 or 406 of ERISA or any “prohibited transaction,” as defined in Section 4975(c)(1) of the Code, for which no exemption exists under Section 408 of ERISA or Section 4975(c)(2) or (d) of the Code. The Company has not knowingly participated in a violation of Part 4 of Title I, Subtitle B of ERISA by any plan fiduciary of any Plan and does not have any unpaid civil penalty under Section 502(l) of ERISA which would result in a material liability.