Common use of Employee Plans Clause in Contracts

Employee Plans. (a) Section 4.18(a) of the Company Disclosure Letter sets forth a complete and accurate list of each material Employee Plan. For purposes of this Agreement, “Employee Plan” means each (i) “employee benefit plan” (as defined in Section 3(3) of ERISA), whether or not subject to ERISA and (ii) other employment, bonus, stock option, stock purchase or other equity-based, benefit, incentive compensation, profit sharing, savings, retirement (including early retirement and supplemental retirement), disability, insurance, vacation, incentive, deferred compensation, supplemental retirement (including termination indemnities and seniority payments), severance, termination, retention, change of control and other similar fringe, welfare or other employee benefit plan, program, agreement, contract, policy or binding arrangement (whether or not in writing) maintained or contributed to for the benefit of or relating to any current or former employee or director of the Company, any of its Subsidiaries or any other trade or business (whether or not incorporated) which would be treated as a single employer with the Company or any of its Subsidiaries under Section 414 of the Code (an “ERISA Affiliate”), or with respect to which the Company or any of its Subsidiaries has any current material Liability. With respect to each Employee Plan, other than an Employee Plan that is maintained in any non-U.S. jurisdiction primarily for the benefit of persons substantially all of whom are non-resident aliens (the “International Employee Plans”), to the extent applicable the Company has made available to Parent complete and accurate copies of (A) the most recent annual report on Form 5500 required to have been filed with the IRS for each Employee Plan, including all schedules thereto; (B) the most recent determination letter, if any, from the IRS for any Employee Plan that is intended to qualify under Section 401(a) of the Code; (C) the current plan documents and summary plan descriptions, or a written description of the terms of any material Employee Plan that is not in writing; (D) any related trust agreements, insurance contracts, insurance policies or other documents of any funding arrangements; and (E) any notices to or from the IRS or any office or representative of the DOL or any similar Governmental Authority relating to any compliance issues in respect of any such Employee Plan. With respect to each material International Employee Plan, to the extent applicable, the Company has made available to Parent (x) the most recent annual report or similar compliance documents required to be filed with any Governmental Authority with respect to such plan (y) the plan documents or a written description of the terms of any International Employee Plan that is not in writing and (z) any document comparable to the determination letter reference under clause (B) of the prior sentence issued by a Governmental Authority relating to the satisfaction of Law necessary to obtain the most favorable tax treatment.

Employee Plans. (a) Section 4.18(a4.11(a) of the Company Disclosure Letter sets forth a an accurate and complete and accurate list of each material all Company Employee Plan. For purposes of this Agreement, “Employee Plan” means each (i) “employee benefit plan” (as defined in Section 3(3) of ERISA), whether or not Benefit Plans that are subject to ERISA and (ii) other employmentERISA, bonus, stock option, stock purchase or other equity-based, benefit, incentive compensation, profit sharing, savings, retirement (including early retirement and supplemental retirement), disability, insurance, vacation, incentive, deferred compensation, supplemental retirement (including termination indemnities and seniority payments), that provide for severance, terminationchange of control, retention, change of control and other termination or similar fringepay, welfare compensation, bonus or other employee benefit plan, program, agreement, contract, policy or binding arrangement (whether or not in writing) maintained or contributed to for the benefit of or relating to any current or former employee or director of the Company, any of its Subsidiaries or any other trade or business (whether or not incorporated) which would be treated as a single employer with the Company or any of its Subsidiaries under Section 414 of the Code (an “ERISA Affiliate”)benefits, or with respect that are otherwise material (in each case prior to which giving effect to the Company or any of its Subsidiaries has any current material Liability. Spin-Off). (b) With respect to each Company Employee PlanBenefit Plan set forth in Section 4.11(a) of the Company Disclosure Letter, other than an Employee Plan that is maintained in any non-U.S. jurisdiction primarily for the benefit of persons substantially all of whom are non-resident aliens (the “International Employee Plans”), to the extent applicable the Company has made available to Parent an accurate and complete copy of: (i) the most recent plan document, including all amendments thereto (or, in either case, with respect to any unwritten material Company Employee Benefit Plan, a written description of the terms thereof), and accurate copies any related trusts, (ii) the current summary plan description, including any summaries of material modifications, (Aiii) the most recent determination letter (or if applicable, advisory or opinion letter) from the Internal Revenue Service, if any, and any pending applications for a determination or opinion letter, (iv) the most recent annual report on Form 5500 required to have been be filed with the IRS for each Employee PlanInternal Revenue Service with respect thereto (if any), including all schedules and attachments thereto; , (Bv) the most recent determination letter, recently prepared coverage and non-discrimination testing results (if any), and (vi) all material non-routine notices or other written correspondence regarding such Company Employee Benefit Plan from the IRS for any Internal Revenue Service, Department of Labor, Pension Benefit Guarantee Corporation, or other Governmental Authority received by the Company within the last three years. (c) Each Company Employee Benefit Plan that is intended to qualify under be “qualified” within the meaning of Section 401(a) of the Code; (C) Code has been the current plan documents subject of a favorable and summary plan descriptionsup-to-date determination, advisory or opinion letter from the Internal Revenue Service on which the Company is entitled to rely, and no event has occurred, and no conditions, facts, or circumstances exist, that would reasonably be expected to cause the loss of such qualification or the imposition of liability, penalty or Tax under ERISA, the Code or other applicable Law related to such qualification. All assets of the Company Employee Benefit Plans consist of cash or actively traded securities. (d) Each Company Employee Benefit Plan has been operated, established, maintained and administered in all material respects in accordance with its terms and with all provisions of ERISA, the Code and other applicable Laws. (e) Neither the Company nor any Company Subsidiary has engaged in any non-exempt prohibited transaction, within the meaning of Section 4975 of the Code or Section 406 of ERISA, and, to the knowledge of the Company, no such prohibited transaction has occurred with respect to any Company Employee Benefit Plan. No fiduciary, within the meaning of Section 3(21) of ERISA, has breached their fiduciary duty with respect to a written description Company Employee Benefit Plan. (f) No Company Employee Benefit Plan is (i) subject to Title IV of ERISA or Section 412 of the Code, (ii) a “multiemployer plan” within the meaning of Section 3(37) of ERISA, (iii) a “multiple employer plan” within the meaning of Section 4063 or 4064 of ERISA, (iv) a “multiple employer welfare arrangement” (as defined in Section 3(40) of ERISA), or (v) any health or other welfare arrangement that is self-insured, and none of the Company, any Company Subsidiary or any ERISA Affiliate of the Company or any Company Subsidiary has in the past six years sponsored, maintained, contributed to, been required to contribute to, or had any obligations or incurred any liability under any plan described in the foregoing clauses (i) through (v) of this Section 4.11(f). No Company Employee Benefit Plan is funded by a “voluntary employees’ beneficiary association” within the meaning of Section 501(c)(9) of the Code or other funding arrangement for the provision of welfare benefits. (g) Neither the Company nor any Company Subsidiary provides, or has any liability or obligation to provide life insurance, health or medical benefits to any individual, or to the dependent of any individual, extending beyond the termination of the individual’s employment, except to the extent required by the Consolidated Omnibus Budget Reconciliation Act of 1985 or similar provisions of state Law for which the individual pays for the full cost of coverage. (h) Neither the execution and delivery of this Agreement or the Spin-Off Agreements nor the consummation of the Transactions, alone or in combination with any other event (such as a termination of employment), will (i) result in any payment becoming due, or increase the amount of any compensation due, to any current or former employee or other service provider of the Company or any Company Subsidiary under any Company Employee Benefit Plan, (ii) increase any benefits otherwise payable under any Company Employee Benefit Plan, (iii) except as provided in Section 3.4, result in the acceleration of the time of payment or vesting of any compensation or benefits, (iv) result in the payment of any amount that would, individually or in combination with any other such payment, reasonably be expected to constitute an “excess parachute payment,” as defined in Section 280G(b)(1) of the Code, or (v) result in the triggering or imposition of any restrictions or limitations on the rights of the Company or any Company Subsidiary to amend or terminate any Company Employee Benefit Plan. Neither the Company nor any of the Company Subsidiaries has any obligation to pay any “gross up” or other reimbursement payment for any income or other Taxes, including under Section 409A or Section 4999 of the Code. (i) All Company Equity Awards and all other equity or equity-based awards granted under any Stock Plan have been granted in accordance with the terms of any material Employee the applicable Stock Plan and have been administered in accordance with the terms of the applicable award agreement. Each Company Stock Option has an exercise price that is not in writing; (D) any related trust agreements, insurance contracts, insurance policies or other documents of any funding arrangements; and (E) any notices to or from no less than the IRS or any office or representative fair market value of the DOL or any similar Governmental Authority relating underlying Company Common Stock on the date of grant, as determined in accordance with Section 409A of the Code, and is otherwise exempt from Section 409A of the Code. Each Company Stock Option intended to any compliance issues in respect qualify as an “incentive stock option” under Section 422 of any such Employee Planthe Code so qualifies. With respect to each material International Employee Plan, to the extent applicable, the The Company has made available to Parent accurate and complete copies of (xi) each Stock Plan, (ii) the most recent annual report or similar compliance documents required to be filed with forms of standard award agreement under the Stock Plans, and (iii) copies of any Governmental Authority with respect to award agreements that materially deviate from such plan (y) forms. The treatment of the plan documents or a written description of Company Equity Awards under this Agreement and the Spin-Off Agreements does not violate the terms of the Stock Plans or any International Employee Plan that is Contract governing the terms of such awards and will not in writing and (z) any document comparable to the determination letter reference cause adverse tax consequences under clause (B) Section 409A of the prior sentence issued Code. (j) At all times, the ESPP has qualified as an “employee stock purchase plan” under Section 423 of the Code, and has been administered in accordance with its terms and all applicable Laws. All options to purchase shares under the ESPP (now outstanding or previously exercised or forfeited) have satisfied applicable Law, including the requirements of Section 423 of the Code. The treatment of the ESPP and purchase rights thereunder under this Agreement and the Spin-Off Agreements does not violate the terms of the ESPP. (k) Each Company Employee Benefit Plan or other arrangement that constitutes a “nonqualified deferred compensation plan” subject to Section 409A of the Code has been written, executed and operated in compliance with Section 409A of the Code. (l) No Company Employee Benefit Plan is subject to any Laws other than those of the United States or any state, county, or municipality in the United States, nor is any Company Employee Benefit Plan maintained outside of the United States or for the benefit of employees, directors, consultants or other independent contractors located outside of the United States, and neither the Company nor any Company Subsidiary contributes to or has any obligation to contribute to any scheme, plan or arrangement mandated by a Governmental Authority relating other than the United States federal government. (m) Other than routine claims for benefits, no Proceedings with respect to any Company Employee Benefit Plan are pending or, to the satisfaction knowledge of Law necessary the Company, threatened, and there are no facts that reasonably would be expected to obtain give rise to any such Proceedings, with respect to any Company Employee Benefit Plan or the assets of a Company Employee Benefit Plan. (n) There has been no amendment to, or written interpretation of or announcement by the Company or any of its Affiliates relating to, or change in employee participation or coverage under, any Company Employee Benefit Plan that would materially increase the expense of maintaining such Company Employee Benefit Plan above the level of expense incurred in respect thereof for the most favorable tax treatmentrecent fiscal year ending prior to the Closing Date. (o) For each Company Employee Benefit Plan, all contributions, premiums and payments that have become due have been made within the time periods prescribed by the terms of such plan and applicable Law (or, to the extent not required to be made or paid on or before the date hereof, have been properly reflected on the financial statements of the Company in accordance with GAAP).

Employee Plans. (a) Section 4.18(a) of the Company Disclosure Letter sets forth a complete and accurate list of each material Employee Plan. For purposes of this AgreementAs used herein, “Employee PlanCompany Group Plans” means each (i) collectively refers to all “employee benefit planplans” (as defined in within the meaning of Section 3(3) of ERISA), whether or not subject to ERISA ERISA, and (ii) all other employmentbonus, bonusprofit sharing, compensation, pension, provident fund or retirement benefit, severance, savings, deferred compensation, fringe benefit, insurance, welfare, post-retirement health or welfare benefit, health, life, stock option, stock purchase or other equity-basedpurchase, benefitrestricted stock, incentive compensationphantom stock, profit sharingtuition refund, savingsservice award, retirement (including early retirement and supplemental retirement)company car, scholarship, relocation, disability, insuranceaccident, sick pay, sick leave, accrued leave, vacation, holiday, termination, unemployment, individual employment, consulting, executive compensation, incentive, deferred compensation, supplemental retirement (including termination indemnities and seniority payments), severance, terminationcommission, retention, change in control, non-competition, or other benefit plans, agreements, policies, trust funds, or other arrangements (whether written or unwritten, insured or self-insured) established, maintained, sponsored, or contributed to (or with respect to which any obligation to contribute has been undertaken) by any member of control the Company Group on behalf of any employee, officer, director, or consultant of any member of the Company Group (whether current, former or retired) or any of their dependents, spouses, or beneficiaries or under which any member of the Company Group has or would reasonably be expected to incur any liability, contingent or otherwise. Schedule 5.18(a) sets forth an accurate and complete list of all material Company Group Plans. True and complete copies of each Company Group Plan (or written descriptions of all material terms of any unwritten Company Group Plan) have been made available to the Buyer prior to the date hereof. With respect to each Company Group Plan, the Seller Representative has also made available to the Buyer, as applicable: (i) a copy of each trust or other similar fringefunding arrangement, welfare (ii) each summary plan description and summary of material modifications, (iii) the two (2) most recently filed IRS Form 5500s, (iv) the most recently received IRS determination letter for each such Company Group Plan, and (v) the most recently prepared actuarial report and financial statements in connection with each such Company Group Plan. No member of the Company Group has any express or implied commitment (A) to create, incur liability with respect to or cause to exist any other employee benefit plan, programprogram or arrangement, agreement, contract, policy (B) to enter into any contract to provide compensation or binding arrangement (whether or not in writing) maintained or contributed to for the benefit of or relating benefits to any current individual or former employee (C) to modify, change or director of the Company, terminate any of its Subsidiaries or any other trade or business (whether or not incorporated) which would be treated as a single employer with the Company or any of its Subsidiaries under Section 414 of the Code (an “ERISA Affiliate”), or with respect to which the Company or any of its Subsidiaries has any current material Liability. With respect to each Employee Group Plan, other than an Employee Plan that is maintained in any non-U.S. jurisdiction primarily for the benefit of persons substantially all of whom are non-resident aliens (the “International Employee Plans”), to the extent applicable the Company has made available to Parent complete and accurate copies of (A) the most recent annual report on Form 5500 required to have been filed with the IRS for each Employee Plan, including all schedules thereto; (B) the most recent determination letter, if any, from the IRS for any Employee Plan that is intended to qualify under Section 401(a) of the Code; (C) the current plan documents and summary plan descriptions, or a written description of the terms of any material Employee Plan that is not in writing; (D) any related trust agreements, insurance contracts, insurance policies or other documents of any funding arrangements; and (E) any notices to or from the IRS or any office or representative of the DOL or any similar Governmental Authority relating to any compliance issues in respect of any such Employee Plan. With respect to each material International Employee Plan, to the extent applicable, the Company has made available to Parent (x) the most recent annual report or similar compliance documents required to be filed with any Governmental Authority with respect to such plan (y) a modification, change or termination required by ERISA or the plan documents or a written description of the terms of any International Employee Plan that is not in writing and (z) any document comparable to the determination letter reference under clause (B) of the prior sentence issued by a Governmental Authority relating to the satisfaction of Law necessary to obtain the most favorable tax treatmentCode.

Employee Plans. (a) Section 4.18(a3.17(a) of the Company Disclosure Letter sets forth a complete and accurate list of each material Employee Plan. For purposes of this Agreement, “Employee Plan” means each (i) “employee benefit plan” (as defined in Section 3(3) of ERISA), whether or not subject to ERISA ERISA, and (ii) other material employment, bonus, stock option, stock purchase or other equity-based, benefit, incentive compensation, profit sharing, savings, retirement (including early retirement and supplemental retirement), disability, insurance, vacation, incentive, deferred compensation, supplemental retirement (including termination indemnities and seniority payments)consulting, severance, termination, retention, change of control and other similar fringe, welfare or other employee benefit plan, program, agreement, contract, policy or binding arrangement (whether or not in writingwriting and whether or not covering a single individual or group of individuals) maintained sponsored, maintained, contributed to, or required to be contributed to for the benefit of or relating to any current or former employee, non-employee service provider or director of the Company, any of its Subsidiaries or any other trade or business (whether or not incorporated) which would be treated as a single employer with the Company or any of its Subsidiaries under Section 414 of the Code or Section 4001 of ERISA (each, an “ERISA Affiliate”), or any of their dependents or beneficiaries, or with respect to which the Company or any of its Subsidiaries has any current material Liabilityliability (including contingent liability (clauses (i) and (ii), collectively, the “Employee Plans”). With respect to each Employee Plan, Plan other than an Employee Plan that is maintained in any non-U.S. jurisdiction primarily for the benefit of persons substantially all of whom are non-resident aliens (together, the “International Employee Plans”), to the extent applicable the Company has made available to Parent complete and accurate copies of (A) the most recent annual report on Form 5500 required to have been filed with the IRS for each Employee Plan, including all schedules thereto; (B) the most recent determination letter, if any, from the IRS for any Employee Plan that is intended to qualify under Section 401(a) of the Code; (C) the current plan documents and summary plan descriptions, or a written description of the terms of any material Employee Plan that is not in writing; (D) any related trust agreements, insurance contracts, insurance policies or other documents of any funding arrangements; and (E) any notices to or from the IRS or any office or representative of the DOL or any similar Governmental Authority relating to any material compliance issues in respect of any such Employee Plan. With respect to each material International Employee Plan, to the extent applicable, the Company has made available to Parent complete and accurate copies of (x) the most recent annual report or similar compliance documents required to be filed with any Governmental Authority with respect to such plan and (y) the plan documents or a written description of the terms of any International Employee Plan that is not in writing and (z) any document comparable to the determination letter reference referenced under clause (B) of the prior sentence above issued by a Governmental Authority relating to the satisfaction of Law necessary to obtain the most favorable tax treatment. (b) No Employee Plan is, and none of the Company, any of its Subsidiaries, any ERISA Affiliate, or any of their respective predecessor has contributed to, contributes to, has been required to contribute to, or has otherwise participated in or has any liability, direct or indirect, with respect to (1) a “defined benefit plan” (as defined in Section 414 of the Code), (2) a “multiemployer plan” (as defined in Section 3(37) of ERISA), (3) a “multiple employer plan” (as defined in Section 4063 or 4064 of ERISA), (4) a plan subject to Section 302 of ERISA, Section 412, 430 or 4971 of the Code or Title IV of ERISA, (5) a “multiple employer welfare arrangement” (as defined in Section 3(40) of ERISA) or (6) a plan maintained in connection with any trust described in Section 501(c)(9) of the Code. No event has occurred and, to the Knowledge of the Company, no condition exists that would subject the Company or any of its Subsidiaries by reason of its affiliation with any current or former ERISA Affiliate to any material (i) Tax, penalty, fine, (ii) lien or (iii) other liability imposed by applicable Law, including ERISA and the Code. (c) Each Employee Plan has been established, maintained, operated and administered, in all material respects, in compliance with its terms and with all applicable Law, including the applicable provisions of ERISA and the Code. (d) Each Employee Plan that is subject to Section 409A of the Code has been operated and administered, in all material respects, in compliance with Section 409A of the Code. (e) There are no Legal Proceedings pending or, to the Knowledge of the Company, threatened on behalf of or against any Employee Plan, the assets of any trust under any Employee Plan, or the plan sponsor, plan administrator or any fiduciary or any Employee Plan with respect to the administration or operation of such plans, other than routine claims for benefits. (f) None of the Company, any of its Subsidiaries, or, to the Knowledge of the Company, any of their respective directors, officers, employees or agents has, with respect to any Employee Plan, engaged in or been a party to any non-exempt “prohibited transaction,” as such term is defined in Section 4975 of the Code or Section 406 of ERISA, which could reasonably be expected to result in the imposition of a material penalty assessed pursuant to Section 502(i) of ERISA or a material tax imposed by Section 4975 of the Code, in each case applicable to the Company, any of its Subsidiaries or any Employee Plan or for which the Company or any of its Subsidiaries has any indemnification obligation. (g) No Employee Plan that is a “welfare benefit plan” within the meaning of Section 3(1) of ERISA provides benefits to former employees of the Company or its ERISA Affiliates, other than pursuant to Section 4980B of the Code or any similar Law. (h) Each Employee Plan that is intended to be “qualified” under Section 401 of the Code may rely on a prototype opinion letter or has received a favorable determination letter from the IRS (or there remains sufficient time for the Company to file an application for such determination letter from the IRS) and nothing has occurred since the date of the letter that could reasonably be expected to adversely affect the qualified status of such Employee Plan. (i) Except as could not, individually or in the aggregate, result in a material liability to the Company and its Subsidiaries, each International Employee Plan (1) that is intended to qualify for special tax treatment, has met all requirements for such tax treatment, (2) does not have unfunded liabilities or liabilities that could reasonably be imposed upon the assets of the Company or any Subsidiary by reason of such International Employee Plan, (3) is in compliance with all applicable Laws, and (4) if intended or required to be qualified, approved or registered with a Governmental Authority, is and has been so qualified, approved or registered and nothing has occurred that could reasonably be expected to result in the loss of such qualification, approval or registration, as applicable. (j) Except as could not result in a material liability to the Company and its Subsidiaries, all contributions, premiums and other material payments required to be made with respect to any Employee Plan have been timely made, accrued or reserved for. (k) Neither the execution or delivery of this Agreement nor the consummation of the transactions contemplated by this Agreement will, either alone or in connection with any termination of employment (whether voluntary, involuntary, with or without good reason, or with or without cause, as a result of disability, death, retirement, or otherwise) or any other employment-related event (1) result in any severance or payment or benefit becoming due or payable, or required to be provided, to any current or former director, officer, employee or independent contractor of the Company or any of its Subsidiaries, (2) increase the amount or value of any benefit or compensation otherwise payable or required to be provided to any such current or former director, officer, employee or independent contractor, or (3) result in the acceleration of the time of payment, vesting or funding (through a grantor trust or otherwise) of any such benefit or compensation, or (4) limit or restrict the right of the Company or any Subsidiary to merge, amend or terminate any Employee Plan. (l) Except as required by applicable Law or the terms of any Employee Plans as in effect on the date hereof, neither the Company nor any of its Subsidiaries has any plan or commitment to amend in any material respect or establish any new Employee Plan or to continue or materially increase any benefits under any Employee Plan. (m) No amount paid or payable by the Company or any Subsidiary of the Company in connection with the transactions contemplated hereby will be an “excess parachute payment” within the meaning of Section 280G of the Code. No person is entitled to receive any additional payment (including any tax gross-up payment) from the Company or any of its Subsidiaries as a result of the imposition of additional taxes under Sections 409A or 4999 of the Code.

Employee Plans. (a) Section 4.18(a2.11(a) of the Company Disclosure Letter sets forth a complete and accurate list of each material Employee Plan. For purposes of this Agreement, “Employee Plan” means each (i) “Schedule lists all "employee benefit plan” (plans," as defined in Section 3(3) of ERISA), whether or not subject to ERISA and (ii) all other employment, bonus, stock option, stock purchase employee benefit plans or other equity-basedbenefit arrangements, including executive compensation, directors' benefit, bonus or other incentive compensation, profit sharing, savings, retirement (including early retirement severance and supplemental retirement), disability, insurance, vacation, incentive, deferred compensation, supplemental retirement (including termination indemnities compensation plans and seniority payments), severance, termination, retention, change of control and other similar fringe, welfare or other employee benefit plan, program, agreement, contract, policy or binding arrangement (whether or not in writing) maintained or contributed to for the benefit of or relating to any current or former employee or director of the Company, any of its Subsidiaries or any other trade or business (whether or not incorporated) which would be treated as a single employer with the Company or any of its Subsidiaries under Section 414 of the Code (an “ERISA Affiliate”), or with respect to practices which the Company or any of its Subsidiaries subsidiaries maintains, contributes to or has any current material Liability. With respect obligation to or liability for (each an "Employee Benefit Plan" and collectively, the "Employee Benefit Plans"). (b) True, correct and complete copies or descriptions of each Employee PlanBenefit Plan (and, other than an Employee Plan that is maintained in any non-U.S. jurisdiction primarily for where applicable, the benefit of persons substantially all of whom are non-resident aliens (the “International Employee Plans”)most recent summary plan description, to the extent applicable the Company has actuarial report, determination letter, most recent Form 5500 and trust agreement) have been delivered or made available to Parent complete and accurate copies for review prior to the date hereof. (c) As of the date hereof, except as disclosed on Section 2.11(c) of the Company Disclosure Schedule, (Ai) all material payments required to be made by or under any Employee Benefit Plan or any related trusts have been made; (ii) the most recent annual report on Form 5500 Company and its subsidiaries have performed all material obligations required to be performed by them under any Employee Benefit Plan; (iii) the Employee Benefit Plans, have been filed administered in material compliance with their terms and the IRS for each Employee Planrequirements of ERISA, including all schedules theretothe Code and other applicable laws; (Biv) there are no material actions, suits, arbitrations or claims (other than routine claims for benefit) pending or threatened with respect to any Employee Benefit Plan; and (v) the most recent determination letter, if any, from Company and its subsidiaries have no material liability as a result of any "prohibited transaction" (as defined in Section 406 of ERISA and Section 4975 of the IRS Code) for any excise tax or civil penalty. (d) Except as disclosed on Section 2.11(d) of the Company Disclosure, none of the Employee Plan that Benefit Plans is subject to Title IV of ERISA. (e) Except as set forth on Section 2.11(e) of the Company Disclosure Schedule, the Company and its subsidiaries have not incurred any unsatisfied withdrawal liability with respect to any Multiemployer Plan. (f) Except as set forth on Section 2.11(f) of the Company Disclosure Schedule, each of the Employee Benefit Plans which is intended to qualify under be "qualified" within the meaning of Section 401(a) of the Code; (C) Code has been determined by the current plan documents Internal Revenue Service to be so "qualified" and summary plan descriptions, or a written description the Company knows of no fact which would adversely affect the terms of any material Employee Plan that is not in writing; (D) any related trust agreements, insurance contracts, insurance policies or other documents of any funding arrangements; and (E) any notices to or from the IRS or any office or representative of the DOL or any similar Governmental Authority relating to any compliance issues in respect qualified status of any such Employee Benefit Plan. With respect to each material International Employee Plan, to the extent applicable, the Company has made available to Parent . (xg) the most recent annual report or similar compliance documents required to be filed with any Governmental Authority with respect to such plan (y) the plan documents or a written description of the terms of any International Employee Plan that is not in writing and (z) any document comparable to the determination letter reference under clause (BExcept as set forth on Section 2.11(g) of the prior sentence issued by a Governmental Authority relating Company Disclosure Schedule, neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (i) result in any material payment becoming due, or materially increase the amount of compensation due, to any current or former employee of the satisfaction Company or any of Law necessary to obtain its subsidiaries; (ii) materially increase any benefits otherwise payable under any Employee Benefit Plan; or (iii) result in the most favorable tax treatmentacceleration of the time of payment or vesting of any such material benefits.

Employee Plans. (a) Section 4.18(a3.10(a) of the Company Venus Disclosure Letter sets forth contains a correct and complete and accurate list list, as of each material Employee Plan. For purposes the date of this Agreement, “Employee of each material Venus Benefit Plan” means each (i) “employee benefit plan” (as defined in Section 3(3) of ERISA), whether or not subject to ERISA and (ii) other employment, bonus, stock option, stock purchase or other equity-based, benefit, incentive compensation, profit sharing, savings, retirement (including early retirement and supplemental retirement), disability, insurance, vacation, incentive, deferred compensation, supplemental retirement (including termination indemnities and seniority payments), severance, termination, retention, change of control and other similar fringe, welfare or other employee benefit plan, program, agreement, contract, policy or binding arrangement (whether or not in writing) maintained or contributed to for the benefit of or relating to any current or former employee or director of the Company, any of its Subsidiaries or any other trade or business (whether or not incorporated) which would be treated as a single employer with the Company or any of its Subsidiaries under Section 414 of the Code (an “ERISA Affiliate”), or with respect to which the Company or any of its Subsidiaries has any current material Liability. With respect to each Employee Plan, other than an Employee Plan that is maintained in any non-U.S. jurisdiction primarily for the benefit of persons substantially all of whom are non-resident aliens (the “International Employee Plans”), Notwithstanding anything to the extent applicable contrary in this Agreement, disclosures made in the Company Venus SEC Documents prior to the date of this Agreement shall not constitute exceptions to the representations in this Section 3.10. (b) Venus has made available to Parent Comet with respect to each material Venus Benefit Plan a true and complete and accurate copies copy (to the extent applicable) of (Ai) all plan documents, if any, including related trust agreements, funding arrangements and insurance contracts, and all amendments thereto, or written summaries of the material terms thereof, (ii) the most recent summary plan description for each material Venus Benefit Plan for which such summary plan description is required by applicable Law and (iii) the most recent annual report on Form 5500 required to have been be filed with the IRS for each Employee with respect thereto, audited financial statements and actuarial valuation reports, if any. (c) None of Venus or any of its ERISA Affiliates maintains or contributes to, or is obligated to maintain or contribute to (i) any plan that is subject to Title IV or Section 302 of ERISA or Section 412 of the Code, (ii) a “multiemployer plan” as defined in Section 3(37) of ERISA (a “Multiemployer Plan”) or (iii) a plan that has two or more contributing sponsors at least two of whom are not under common control, within the meaning of Section 4063 of ERISA. With respect to any Multiemployer Plan, including all schedules thereto; (A) neither Venus nor any of its ERISA Affiliates has incurred any withdrawal liability under Title IV of ERISA which remains unsatisfied or (B) to the most recent determination letterKnowledge of Venus, if anyas of the date hereof, no fact exists that would reasonably be expected to give rise to a partial withdrawal by Venus or any of its Subsidiaries from the IRS for any Employee Multiemployer Plan, in each case, except as would not have a Venus Material Adverse Effect. (d) With respect to each Venus Benefit Plan that is intended to qualify under Section 401(a) of the Code; (C, such plan has received a favorable determination letter as to its qualification and that its related trust is exempt from Tax under Section 501(a) the current plan documents and summary plan descriptions, or a written description of the terms Code, and, to the Knowledge of Venus, nothing has occurred with respect to the operation of any such plan which would reasonably be expected to cause the loss of such qualification or exemption or the imposition of any material Employee Plan that is not in writing; liability, penalty or Tax under ERISA or the Code. (De) any related trust agreementsThere are no pending or, insurance contractsto the Knowledge of Venus, insurance policies threatened actions, claims or other documents of any funding arrangements; and (E) any notices to lawsuits against or from the IRS or any office or representative of the DOL or any similar Governmental Authority relating to any compliance issues in respect of any such Employee Plan. With Venus Benefit Plan or trusts related thereto with respect to each material International Employee Planthe operation of such plan (other than routine benefits claims), except where such claims would not have a Venus Material Adverse Effect. (f) Each Venus Benefit Plan has been established and administered in accordance with its terms, and in compliance with the applicable provisions of ERISA, the Code and other applicable Laws, all contributions required to have been made under any Venus Benefit Plan to any funds or trusts established thereunder or in connection therewith have been made or have been accrued and reported on Venus’s financial statements and there are no actions, liens, lawsuits, claims or complaints (other than routine claims for benefits) pending or, to the extent applicableKnowledge of Venus, the Company has made available to Parent threatened against any Venus Benefit Plan, in each case, except as would not have a Venus Material Adverse Effect. (xg) the most recent annual report or similar compliance documents required to be filed with any Governmental Authority with respect to such plan (y) the plan documents or a written description None of the terms Venus Benefit Plans provide retiree health or life insurance benefits except as may be required by Section 4980B of the Code and Section 601 of ERISA or any International Employee Plan that is not in writing and (z) any document comparable to other applicable Law or at the determination letter reference under clause (Bexpense of the participant or the participant’s beneficiary. Any plan disclosed on Section 3.10(g) of the prior sentence issued by Venus Disclosure Letter may be amended in any manner or terminated without liability to Venus or any of its Subsidiaries. (h) Except as provided in this Agreement, neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby or thereby will (either alone or in combination with another event) (i) result in any payment becoming due to any current or former director, employee or consultant of Venus or any of its Subsidiaries, (ii) accelerate the time of payment or vesting or result in any payment or funding (through a Governmental Authority relating grantor trust or otherwise) of material compensation or benefits under, or materially increase the amount payable or result in any other material obligation pursuant to, any of the Venus Benefit Plans or (iii) limit or restrict the right of Venus or, after the consummation of the transactions contemplated hereby, the Surviving Corporation to merge, amend or terminate any Venus Benefit Plan. (i) No material Venus Benefit Plan provides for the gross-up or reimbursement of Taxes, including under Section 409A or 4999 of the Code or other similar Laws. (j) Except as would not have a Venus Material Adverse Effect, all Venus Benefit Plans subject to the satisfaction Laws of Law necessary any jurisdiction outside of the United States (i) have been maintained in accordance with all applicable requirements, (ii) that are intended to obtain qualify for special Tax treatment, meet all requirements for such treatment, and (iii) that are intended to be funded and/or book-reserved, are fully funded and/or book-reserved, as appropriate, based upon reasonable actuarial assumptions. (k) Except as would not have a Venus Material Adverse Effect, no condition exists that is reasonably likely to subject Venus or any of its Subsidiaries to any liability under Title IV of ERISA or to a civil penalty under Section 502(i) or 502(l) of ERISA or liability under Section 4069 of ERISA or Section 4975, 4976, 4980B, 4980D or 4980H of the most favorable tax treatmentCode.

Employee Plans. (a) Section 4.18(a3.18(a) of the Company Disclosure Letter sets forth a true, correct and complete and accurate list of each material Employee Plan. For purposes of this Agreement, “Employee Plan” means each all (i) “employee benefit planplans” (as defined in Section 3(3) of ERISA), whether or not subject to ERISA ERISA); and (ii) other material employment, consulting, bonus, stock option, phantom stock, stock appreciation, stock purchase or other equity-based, benefit, incentive compensation, commission, profit sharing, savings, retirement (including early retirement and supplemental retirement), disability, insurance, vacation, incentivepaid time off, deferred compensation, supplemental retirement (including termination indemnities and seniority payments), severance, termination, post-employment, retention, change of in control compensation and other similar material fringe, welfare or other employee compensation or benefit planplans, programprograms, agreement, contractcontracts, policy policies or binding arrangement arrangements (whether or not in writing) sponsored, maintained or contributed to for (or required to be contributed) by the benefit of or relating to any current or former employee or director of the Company, any of its Subsidiaries Company Group or any other trade or business (whether or not incorporated) which that would be treated as a single employer with the any Company or any of its Subsidiaries under Group Member pursuant to Section 414 of the Code (an “ERISA Affiliate”), ) to which any Company Group Member is a party or with respect to which the any Company or any of its Subsidiaries Group Member has any current material Liabilityliability, contingent or otherwise (collectively, the “Employee Plans”). With respect to each material Employee Plan, other than an Employee Plan that is maintained in any non-U.S. jurisdiction primarily for the benefit of persons substantially all of whom are non-resident aliens (the “International Employee Plans”), to the extent applicable applicable, the Company has made available to Parent true, correct and complete and accurate copies of (A) the most recent annual report on Form 5500 required to have been filed with under ERISA or the IRS Code, if any, for each Employee Plan, including all schedules thereto; (B) the most recent determination or opinion letter, if any, from the IRS for any Employee Plan that is intended to qualify under pursuant to Section 401(a) of the Code; (C) the current plan documents and summary plan descriptions, or a written description of the terms of any material Employee Plan that is not in writing; (D) any related trust agreements, insurance contracts, insurance policies or other documents Contracts of any funding arrangements; and (E) any notices to or from the IRS or any office or representative of the DOL United States Department of Labor or any similar Governmental Authority relating to any material compliance issues in respect of any such Employee Plan. With Plan since January 1, 2017; and (F) with respect to each material Employee Plan that is maintained in any non-United States jurisdiction primarily for the benefit of any employee or individual service provider of any Company Group Member whose principal work location is outside of the United States (the “International Employee PlanPlans”), to the extent applicable, the Company has made available to Parent (x1) the most recent annual report or similar compliance documents required to be filed with any Governmental Authority with respect to such plan (y) the plan documents or a written description of the terms of any International Employee Plan that is not in writing plan; and (z2) any document comparable to the determination letter reference under referenced pursuant to clause (B) of the prior sentence above issued by a Governmental Authority relating to the satisfaction of Law necessary to obtain the most favorable tax Tax treatment.

Employee Plans. (a) Section 4.18(a3.18(a) of the Company Disclosure Letter sets forth a true, correct and complete and accurate list of each all material Employee PlanPlans. For purposes of this Agreement, “Employee PlanPlans” means each (i) “employee benefit planplans” (as defined in Section 3(3) of ERISA), whether or not subject to ERISA ERISA); and (ii) other employment, consulting, bonus, stock option, phantom stock, stock appreciation, stock purchase or other equity-based, benefit, incentive compensation, commission, profit sharing, savings, retirement (including early retirement and supplemental retirement), disability, insurance, vacation, incentivepaid time off, deferred compensation, supplemental retirement (including termination indemnities and seniority payments), severance, termination, post-employment, retention, change of in control compensation and other similar fringe, welfare or other employee compensation or benefit planplans, programprograms, agreement, contractcontracts, policy policies or binding arrangement arrangements (whether or not in writing) sponsored, maintained or contributed to for (or required to be contributed) by the benefit of or relating to any current or former employee or director of the Company, any of its Subsidiaries Company Group or any other trade or business (whether or not incorporated) which that would be treated as a single employer with the any Company or any of its Subsidiaries under Group Member pursuant to Section 414 of the Code (an “ERISA Affiliate”), to which any Company Group Member is a party, or with respect to which any Company Group Member has or would reasonably expect to have any liability or obligation, contingent or otherwise, in each case, other than any such plans, policies or arrangements if and to the Company extent required to be provided, maintained or any of its Subsidiaries has any current material Liabilitycontributed to under applicable Law. With respect to each material Employee Plan, other than an Employee Plan that is maintained in any non-U.S. jurisdiction primarily for the benefit of persons substantially all of whom are non-resident aliens (the “International Employee Plans”), to the extent applicable applicable, the Company has made available to Parent true, correct and complete and accurate copies of (A) the most recent annual report on Form 5500 required to have been filed with under ERISA or the IRS Code, if any, for each Employee Plan, including all schedules thereto; (B) the most recent determination or opinion letter, if any, from the IRS for any Employee Plan that is intended to qualify under pursuant to Section 401(a) of the Code; (C) the current plan documents and summary plan descriptions, or a written description of the terms of any material Employee Plan that is not in writing; (D) any related trust agreements, insurance contracts, insurance policies or other documents Contracts of any funding arrangements; and (E) any notices to or from the IRS or any office or representative of the DOL United States Department of Labor or any similar Governmental Authority relating to any material compliance issues in respect of any such Employee Plan. With Plan since January 1, 2019; and (F) with respect to each material Employee Plan that is maintained in any non-United States jurisdiction primarily for the benefit of any employee or individual service provider of any Company Group Member whose principal work location is outside of the United States (collectively, without regard to materiality, the “International Employee PlanPlans”), to the extent applicable, the Company has made available to Parent (x1) the most recent annual report or similar compliance documents required to be filed with any Governmental Authority with respect to such plan (y) the plan documents or a written description of the terms of any International Employee Plan that is not in writing plan; and (z2) any document comparable to the determination letter reference under referenced pursuant to clause (B) of the prior sentence above issued by a Governmental Authority relating to the satisfaction of Law necessary to obtain the most favorable tax Tax treatment.

Employee Plans. (a) Section 4.18(aSchedule 3.9(a) of the Company Disclosure Letter Schedules sets forth a forth, as of the date hereof, to the extent permitted under applicable Privacy Obligations, an accurate and complete and accurate list of each material Employee Plan. For Business Employee, including for each such Business Employee, their name (redacted to the extent required by applicable Law), employing legal entity, job title (and if different from such job title, position), status as exempt/non-exempt from applicable wage and hour Laws and full or part-time status, base salary and bonus opportunities (which, for purposes of this Agreement, “shall include commissions) payable to such Business Employee in Seller’s fiscal year 2021, the Business Employee’s date of hire, visa/work permit type and status (as applicable), the primary geographic location of their employment (including work country and state in which the employee provides services), and as of the date hereof, broken down into the following categories: (A) active, and (B) on an approved leave of absence, the type of leave and the anticipated date of return, and (ii) individual who is performing services for any Seller Party in relation to the Business who is classified as an independent contractor, including the respective compensation of each such Person, and primary country, state and county in which each such Person provides services, where applicable, with the Seller Parties. (b) Schedule 3.9(b) of the Disclosure Schedules sets forth an accurate and complete list of all material Employee Plans. Section 3.9(b) of the Disclosure Schedules also separately designates which Employee Plans are subject to the Laws of any jurisdiction outside of the United States and separately lists such jurisdiction. With respect to each such Employee Plan” means each , Seller has provided or made available to Buyer an accurate and complete copy of (i) each Employee Plan and all amendments thereto, and a written description of any unwritten Employee Plan; and (ii) to the extent applicable, (1) the most recent annual financial and actuarial reports and any accompanying schedules, (2) the current summary plan description and any summaries of material modifications, and (3) the most recent IRS determination or opinion letter regarding the tax-qualified status of such Employee Plan. (c) Schedule 3.9(c) of the Disclosure Schedules sets forth an accurate and complete list of each equity or equity-based award held by a Business Employee, which schedule includes for each such equity or equity-based award: (i) the name of the award holder, (ii) the date of grant, (iii) the number of shares subject to, or otherwise underlying such award and the type of award (with such number determined at “employee benefit plantarget” and at “maximum” in the case of performance-based awards), (iv) the per share grant date fair value, exercise price, or threshold value, as applicable and (v) the applicable vesting schedule (and the terms of any acceleration rights thereof). (d) With respect to the Employee Plans: (i) no event has occurred and there exists no condition or set of circumstances in connection with which Seller or any of its Affiliates could be subject to any material Liability under the terms of such Employee Plan, ERISA or the Code, or other applicable Law in respect of any Business Employees, (ii) each of the Employee Plans has been established, operated, administered and funded in all material respects in accordance with its terms and applicable Law and (iii) each Employee Plan intending to be “qualified” within the meaning of Section 401(a) of the Code has received a favorable determination or opinion letter as to such qualification from the IRS and no event has occurred, either by reason of any action or failure to act, which would reasonably be expected to cause the loss of any such qualification or the imposition of any material Liability, penalty or Tax under ERISA, the Code or other applicable Law. (e) None of the Employee Plans is, and none of the Seller Parties or any entity, trade or business that is, or was at the relevant time, an ERISA Affiliate, has ever sponsored, established, maintained, contributed to, or been required to contribute to or in any way has any Liability (whether on account of an ERISA Affiliate or otherwise), directly or indirectly, with respect to any plan that is, (i) subject to Title IV or Section 302 of ERISA or Section 412, 430 or 4971 of the Code or a “defined benefit” plan within the meaning of Section 414(i) of the Code or Section 3(35) of ERISA (whether or not subject thereto), (ii) a multiemployer plan (within the meaning of Section 3(37) or 4001(a)(3) of ERISA), (iii) a plan that has two or more contributing sponsors at least two of whom are not under common control, within the meaning of Section 4063 of ERISA, (iv) a “multiple employer welfare arrangement” (as defined in Section 3(33(40) of ERISA), whether ) or not subject to ERISA and (iiv) other employment, bonus, stock option, stock purchase or other equity-based, benefit, incentive compensation, profit sharing, savings, retirement (including early retirement and supplemental retirement), disability, insurance, vacation, incentive, deferred compensation, supplemental retirement (including termination indemnities and seniority payments), severance, termination, retention, change of control and other similar fringe, welfare or other employee benefit plan, program, agreement, contract, policy or binding arrangement (whether or not in writing) maintained or contributed to for the benefit of or relating to any current or former employee or director of the Company, any of its Subsidiaries or any other trade or business (whether or not incorporated) which would be treated as a single employer with the Company or any of its Subsidiaries under Section 414 of the Code (an “ERISA Affiliate”), or with respect to which the Company or any of its Subsidiaries has any current material Liability. With respect to each Employee Plan, other than an Employee Plan that is plan maintained in connection with any non-U.S. jurisdiction primarily for the benefit of persons substantially all of whom are non-resident aliens (the “International Employee Plans”), to the extent applicable the Company has made available to Parent complete and accurate copies of (A) the most recent annual report on Form 5500 required to have been filed with the IRS for each Employee Plan, including all schedules thereto; (B) the most recent determination letter, if any, from the IRS for any Employee Plan that is intended to qualify under trust described in Section 401(a501(c)(9) of the Code; . (Cf) Except where required by Law, neither the current plan documents execution and summary plan descriptionsdelivery of this Agreement nor the consummation of the transactions contemplated hereby, either alone or in conjunction with any other event, will (i) result in any payment becoming due, or a written description of increase the terms amount of any material Employee Plan that is not in writing; (D) any related trust agreementscompensation or benefits due, insurance contracts, insurance policies or other documents of any funding arrangements; and (E) any notices to or from the IRS or any office or representative of the DOL or any similar Governmental Authority relating to any compliance issues in respect of Business Employee, (ii) increase any such Employee Plan. With respect to each material International benefits otherwise payable under any Employee Plan, to the extent applicable, the Company has made available to Parent (xiii) the most recent annual report or similar compliance documents required to be filed with result in any Governmental Authority with respect to such plan (y) the plan documents or a written description acceleration of the terms time of payment, vesting or funding of any International payment or benefit, or the forgiveness of indebtedness of any Business Employee Plan that is not or (iv) result in writing and (z) the forfeiture or loss of any document comparable to the determination letter reference under clause (Bpayment or benefit by any Business Employee, except as set forth on Schedule 3.9(f) of the prior sentence issued Disclosure Schedules. No payments or benefits payable pursuant to this Section 3.9(f) will be subject to an excise Tax or non-deductible Tax under Section 4999 or 280G, respectively, of the Code. No Business Employee is entitled to receive any additional payment (including any tax gross-up or other payment) as a result of the imposition of any excise Taxes required by Section 4999 of the Code or any Taxes required by Section 409A of the Code. (g) As of the date of this Agreement, no Employee Plan is under audit or examination (nor has written notice been received of a potential audit or examination) by any Governmental Authority relating to Authority. (h) None of the satisfaction Employee Plans provide medical, health, life, or other welfare benefits for present employees after retirement, except as may be required by Section 4980B of Law necessary to obtain the most favorable tax treatmentCode and Section 601 of ERISA, any other applicable Law, or at the sole expense of the participant or the participant’s beneficiary.

Employee Plans. (a) Schedule 3.11(a) lists all material Employee Benefit Plans and, to the Knowledge of the Company, all Employee Benefit Plans. Except for the Seller Incentive Plans, to the Knowledge of the Company, no Key Employee or current executive officer of the Group Companies participates in or receives (or is eligible to receive) any material compensation or material benefits from any plan, program, arrangement or agreement maintained, adopted, entered into or contributed to by Seller or any Affiliate of Seller other than the Company or its Subsidiaries. (b) The Group Companies have made available to Buyer a true and complete copy, as applicable, of (i) each Employee Benefit Plan (including any amendments thereto) set forth on Schedule 3.11(a) and descriptions of all material terms of any such plan that is not in writing, (ii) the most recent annual reports with accompanying schedules and attachments, filed with respect to each Employee Benefit Plan required to make such a filing, (iii) the most recent summary plan description for each Employee Benefit Plan for which a summary plan description is required by applicable Law and any other notice or description provided to employees (as well as any modifications or amendments thereto), (iv) the most recently received determination letter, if any, issued by the Internal Revenue Service and each currently pending application for a determination letter or opinion letter with respect to any Employee Benefit Plan that is intended to qualify under Section 4.18(a401(a) of the Company Disclosure Letter sets forth a complete Code, (v) all material records, notices and accurate list filings concerning Internal Revenue Service or U.S. Department of each material Labor audits or investigations relating to any Employee Benefit Plan for the previous three plan years, and (vi) the most recently prepared actuarial reports, financial statements and trustee reports, if any, relating to the Employee Benefit Plan. For purposes of Except as set forth in the documents made available to Buyer in accordance with this AgreementSection 3.11(b) or on Schedule 3.11(b), “no Group Company has any plan or commitment to adopt or enter into any additional Employee Benefit Plan or to amend or terminate any existing Employee Benefit Plan” means each . (c) No Employee Benefit Plan is, and no Group Company contributes to, has at any time contributed to or has any liability or obligation, whether fixed or contingent, with respect to (i) a Multiemployer Plan, (ii) a single employer plan or other pension plan that is subject to Title IV of ERISA or Section 302 of ERISA or Section 412 of the Code, (iii) a “multiple employer plan” (within the meaning of Section 413(c) of the Code), (iv) a multiple employer welfare arrangement (within the meaning of Section 3(40) of ERISA) or (v) a voluntary employee benefit association under Section 501(a)(9) of the Code. Except as provided in any employment agreement or severance plan or agreement set forth in Schedule 3.11(a), no Group Company has any obligation to provide (whether under an Employee Benefit Plan or otherwise) health, welfare or life insurance benefits to any current or former employees or directors of any Group Company (or any spouse, beneficiary or dependent of the foregoing) beyond the termination of employment or other service of such employee or director, other than health continuation coverage pursuant to COBRA. No Group Company has incurred or may incur any liability or obligation, with respect to any “employee benefit plan” (as defined in Section 3(3) of ERISA), whether or ) that is not subject to ERISA and (ii) other employment, bonus, stock option, stock purchase or other equity-based, benefit, incentive compensation, profit sharing, savings, retirement (including early retirement and supplemental retirement), disability, insurance, vacation, incentive, deferred compensation, supplemental retirement (including termination indemnities and seniority payments), severance, termination, retention, change sponsored by such Group Company by reason of control and other similar fringe, welfare or other employee benefit plan, program, agreement, contract, policy or binding arrangement (whether or not in writing) maintained or contributed to for the benefit of or relating to any current or former employee or director of the Company, any of its Subsidiaries or any other trade or business (whether or not incorporated) which would be being treated as a single employer with the Company or any of its Subsidiaries under Section 414 of the Code with any trade, business or entity other than any Group Company, including without limitation, under Title IV of ERISA or COBRA. (an “ERISA Affiliate”d) Except as set forth on Schedule 3.11(d), each Employee Benefit Plan has been maintained, operated and administered in compliance in all material respects with its terms and the applicable requirements of ERISA, the Code and any other applicable Laws. All material payments, benefits, contributions (including all employer contributions and employee salary reduction contributions) and premiums related to each Employee Benefit Plan, including all bonuses, benefits and other compensation due to or on behalf of any employees or other service providers, have been timely paid or made in accordance with respect the requirements of applicable Law or, to which the Company extent not yet due, properly accrued on the Latest Balance Sheet in accordance with GAAP. Except as set forth on Schedule 3.11(d), no material Proceeding is pending or, to the Company’s Knowledge, threatened against, by or on behalf of any Employee Benefit Plan or the assets, fiduciaries or administrators thereof (other than claims for benefits in the ordinary course of its Subsidiaries has any current material Liabilitybusiness). With respect to each Employee Benefit Plan, (i) to the Company’s Knowledge, no breaches of fiduciary duty or other than an failures to act or comply in connection with the administration or investment of the assets of such Employee Benefit Plan have occurred, and (ii) no Lien has been imposed under the Code, ERISA or any other applicable Law. There has not been any prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the Code) with respect to any Employee Benefit Plan that is maintained could reasonably be expected to result in material liability to any non-U.S. jurisdiction primarily for the benefit of persons substantially all of whom are non-resident aliens Group Company. (the “International e) Each Employee Plans”), to the extent applicable the Company has made available to Parent complete and accurate copies of (A) the most recent annual report on Form 5500 required to have been filed with the IRS for each Employee Plan, including all schedules thereto; (B) the most recent determination letter, if any, from the IRS for any Employee Benefit Plan that is intended to qualify be qualified under Section 401(a) of the Code; (C) Code has received a favorable determination letter from the current plan documents and summary plan descriptionsInternal Revenue Service or is the subject of a favorable opinion letter from the Internal Revenue Service on the form of such Employee Benefit Plan and, to the Company’s Knowledge, there are no facts or a written description circumstances that would be reasonably likely to result in the loss of the terms qualified status of any material such Employee Benefit Plan. Each trust established in connection with any Employee Benefit Plan which is intended to be exempt from federal income taxation under Section 501(a) of the Code is so exempt, and, to the Company’s Knowledge, no fact or event has occurred that would reasonably be expected to adversely affect the exempt status of any such trust. To the Company’s Knowledge, (i) each of the Employee Benefit Plans that provides medical, dental and/or prescription benefits is insured by bona fide third-party insurers and (ii) no Employee Benefit Plan is maintained through a human resources and benefits outsourcing entity or professional employer organization. (f) To the Company’s Knowledge, no Group Company has engaged in any transaction with respect to any Employee Benefit Plan that is not in writing; would be reasonably likely to subject any Group Company to any material Tax or penalty (Dcivil or otherwise) any related trust agreementsimposed by ERISA, insurance contracts, insurance policies the Code or other documents of applicable Law (including, without limitation, any funding arrangements; and (E) any notices to or from the IRS or any office or representative excise tax under Chapter 43 of the DOL or Code). Except as set forth on Schedule 3.11(f), no Group Company has made any similar Governmental Authority relating to any compliance issues filing in respect of any Employee Benefit Plan under the Employee Plans Compliance Resolution System or the Department of Labor Delinquent Filer Program. (g) Except as set forth on Schedule 3.11(g), no Employee Benefit Plan, and neither any Group Company nor any Employee Benefit Plan fiduciary with respect to any Employee Benefit Plan, in any case, is the subject of an audit or investigation by the Internal Revenue Service, the Department of Labor, the Pension Benefit Guaranty Corporation or any other Governmental Entity, nor is any such audit or investigation pending or, to the Company’s Knowledge, threatened. (h) Except as set forth on Schedule 3.11(h), neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated hereby (where such event alone would not have such effect) will (i) entitle any current or former employee, consultant or director of any Group Company to any payment; (ii) increase the amount of compensation or benefits due to any such employee, consultant or director; or (iii) accelerate the vesting, funding or time of payment of any compensation, equity award or other benefit. (i) Each material Employee Benefit Plan that is governed by the Laws of any jurisdiction other than the United States or provides compensation (other than base compensation or base wages) or benefits to any employee or former employee of any Group Company (or any dependent thereof) who resides outside of the United States (each a “Foreign Benefit Plan”) is identified as such on Section 3.11(i). With respect to each Foreign Benefit Plan, (i) such Foreign Benefit Plan has been maintained, funded and administered in material International Employee compliance with applicable Laws and the requirements of such Foreign Benefit Plan’s governing documents and any applicable collective bargaining agreements, (ii) all material contributions to such Foreign Benefit Plan have been timely paid or made in accordance with the requirements of applicable Law or, to the extent applicablenot yet due, properly accrued on the Company Latest Balance Sheet in accordance with GAAP, (iii) such Foreign Benefit Plan has made available to Parent (x) obtained from the most recent annual report or similar compliance documents required to be filed with any Governmental Authority Entity having jurisdiction with respect to such plan (y) Foreign Benefit Plan any required determinations, if any, that such Foreign Benefit Plan is in compliance in all material respects with the plan documents or a written description applicable Laws and regulations of the terms of any International Employee Plan that is not relevant jurisdiction if such determinations are required in writing order to give effect to such Foreign Benefit Plan, and (ziv) any document comparable there are no pending or, to the determination letter reference under clause Company’s Knowledge, threatened investigations by any Governmental Entity, Proceedings or claims (Bexcept for claims for benefits in the ordinary course of business) against such Foreign Benefit Plan. No Foreign Benefit Plan has any unfunded or underfunded liabilities not accurately accrued in accordance with GAAP. (j) Neither the execution and delivery of this Agreement, nor the consummation of the prior sentence issued by transactions contemplated hereby, either alone or in combination with another event (whether contingent or otherwise) will result in any “parachute payment” under Section 280G of the Code (or any corresponding provision of state, local, or foreign Tax Law). (k) Except as set forth on Schedule 3.11(k), there is no Contract, agreement, plan or arrangement to which any Group Company is a Governmental Authority relating party which requires any Group Company to pay a Tax gross-up or reimbursement payment to any Person, including without limitation, with respect to any Tax-related payments under Section 409A of the Code or Section 280G of the Code. (l) The Company’s Employee Benefit Plans are and have at all relevant times been maintained in operational and documentary compliance with the requirements of Section 409A of the Code and the regulations thereunder or an applicable exception thereto, and the Company has not reported, nor to the satisfaction Company’s Knowledge, will the Company be required to report, any violations of Law necessary Section 409A of the Code with respect to obtain the most favorable tax treatmentcompensation paid to its employees, directors or consultants.

Employee Plans. (a) Section 4.18(a4.19(a) of the Company Disclosure Letter sets forth a complete and accurate list of each material Employee Plan. For purposes of this Agreement, “Employee Plan” means each (i) “employee benefit plan” (as defined in Section 3(3) of ERISA), whether or not subject to ERISA and (ii) other employment, consulting, bonus, stock option, stock purchase or other equity-based, benefit, incentive compensation, profit sharing, savings, retirement (including early retirement and supplemental retirement), disability, insurance, vacation, incentive, deferred compensation, supplemental retirement (including termination indemnities and seniority payments), severance, termination, retention, change of control and other similar fringe, welfare or other employee benefit plan, program, agreement, contract, policy or binding arrangement (whether or not in writing, but, if not in writing, only if material) maintained or contributed to by the Company or its Subsidiaries for the benefit of of, or relating to to, any current or former employee or director of the Company, any of its Subsidiaries or any other trade or business (whether or not incorporated) which would be treated as a single employer with the Company or any of its Subsidiaries under Section 414 of the Code (any such other trade or business to be referred to as an “ERISA Affiliate”), or with respect to which the Company or any of its Subsidiaries has any current material Liability. With respect to each Employee Plan, other than an Employee Plan that is maintained in any non-U.S. jurisdiction primarily for the benefit of persons substantially all of whom are non-resident aliens (the “International Employee Plans”), to the extent applicable applicable, the Company has made available to Parent complete and accurate copies of (A) the most recent annual report on Form 5500 required to have been filed with the IRS for each Employee Plan, including all schedules thereto; , (B) the most recent determination letter, if any, from the IRS for any Employee Plan that is intended to qualify under Section 401(a) of the Code; , (C) the current plan documents and summary plan descriptions, or a written description of the terms of any material Employee Plan that is not in writing; , (D) any related trust agreements, insurance contracts, insurance policies or other documents of any funding arrangements; , and (E) any notices to or from the IRS or any office or representative of the DOL or any similar Governmental Authority relating to any pending compliance issues in respect of any such Employee Plan. With respect to each material International Employee Plan, to the extent applicable, the Company has made available to Parent (x) the most recent annual report or similar compliance documents required to be filed with any Governmental Authority with respect to such plan (y) the plan documents or a written description of the terms of any International Employee Plan that is not in writing and (z) any document comparable to the determination letter reference under clause (B) of the prior sentence issued by a Governmental Authority relating to the satisfaction of Law necessary to obtain the most favorable tax treatment.

Employee Plans. (a) Section 4.18(a5.17(a) of the Company Disclosure Letter sets forth a true, correct and complete and accurate list list, as of each the date of this Agreement, of all material Employee PlanPlans. For purposes of this Agreement, “Employee Plan” means each shall mean (collectively) (i) all “employee benefit planplans” (as defined in Section 3(3) of ERISA), whether or not subject to ERISA ERISA; and (ii) all other employment, individual natural person consultant or other service, bonus, stock option, stock purchase or other equity-based, post-employment or retiree welfare benefit, incentive compensation, profit sharing, savings, retirement (including early retirement and supplemental retirement), disability, insurance, vacation, incentivelife insurance, deferred compensation, supplemental retirement (including termination indemnities and seniority payments), severance, termination, leave, salary continuation, retention, change of in control and other similar compensation, fringe, medical, welfare or other employee benefit planor compensation plans, programprograms, agreementagreements, contractcontracts, policy policies or binding arrangement arrangements (whether or not in writing), (x) in each case that are sponsored, maintained or contributed to for the benefit of (or relating required to be contributed to) by any current or former employee or director member of the CompanyCompany Group; or (y) otherwise, any of its Subsidiaries or any other trade or business (whether or not incorporated) which would be treated as a single employer with the Company or any of its Subsidiaries under Section 414 of the Code (an “ERISA Affiliate”), or with respect to which the Company Group has or any of its Subsidiaries has would reasonably be expected to have any current material Liabilityor contingent obligation or liability. With respect to each material Employee Plan, other than an Employee Plan that is maintained in any non-U.S. jurisdiction primarily for the benefit of persons substantially all of whom are non-resident aliens (the “International Employee Plans”), to the extent applicable applicable, the Company has made available to Parent true, correct and complete and accurate copies of of: (A) the most recent annual report on Form 5500 required to have been filed with the IRS for each Employee Plan5500, including all schedules thereto; (B) the most recent determination or opinion letter, if any, from the IRS for any Employee Plan that is intended to qualify under pursuant to Section 401(a) of the Code; (C) the current plan and trust documents (and all amendments thereto) and the most recent summary plan descriptions, or a written description descriptions (and all summaries of the terms of any material Employee Plan that is not in writingmodifications); and (D) any related trust agreements, insurance contracts, insurance policies or other documents of any funding arrangements; and (E) any notices to or from the IRS or any office or representative of the DOL or any similar Governmental Authority relating to any compliance issues in respect of any such Employee Plan. With respect to each all material International Employee Plan, to the extent applicable, the Company has made available to Parent (x) the most recent annual report or similar compliance documents required to be filed non-routine correspondence with any Governmental Authority with respect to such plan dated within the past three (y3) the plan documents or a written description of the terms of any International Employee Plan that is not in writing and (z) any document comparable to the determination letter reference under clause (B) of the prior sentence issued by a Governmental Authority relating to the satisfaction of Law necessary to obtain the most favorable tax treatmentyears.

Employee Plans. (a) Section 4.18(a3.10(a) of the Company Disclosure Letter sets forth a complete and accurate list of each all Company Employee Benefit Plans. There are no Company Employee Benefit Plans established, maintained, adopted, participated in, sponsored, contributed or required to be contributed to, provided, promised to provide, terminated by, or resulting in any material Employee Plan. For purposes of this Agreement, “Employee Plan” means each (i) “employee benefit plan” (as defined in Section 3(3) of ERISA), whether or not subject liability to ERISA and (ii) other employment, bonus, stock option, stock purchase or other equity-based, benefit, incentive compensation, profit sharing, savings, retirement (including early retirement and supplemental retirement), disability, insurance, vacation, incentive, deferred compensation, supplemental retirement (including termination indemnities and seniority payments), severance, termination, retention, change of control and other similar fringe, welfare or other employee benefit plan, program, agreement, contract, policy or binding arrangement (whether or not in writing) maintained or contributed to for the benefit of or relating to any current or former employee or director of the Company, any of its Subsidiaries or any other trade or business (whether or not incorporated) which would be treated as a single employer with the Company or any of its Subsidiaries under Company Subsidiary other than the Company Employee Benefit Plans set forth on Section 414 3.10(a) of the Code Company Disclosure Letter. (an “ERISA Affiliate”), or with respect to which the Company or any of its Subsidiaries has any current material Liability. b) With respect to each Company Employee Benefit Plan, other than an Employee Plan that is maintained in any non-U.S. jurisdiction primarily for the benefit of persons substantially all of whom are non-resident aliens (the “International Employee Plans”), to the extent applicable the Company has made available to Parent complete and accurate copies of (A) the most recent annual report on Form 5500 required to have been filed with the IRS for each Employee Plan, including all schedules thereto; (B) the most recent determination letter, if any, from the IRS for any Employee Plan that is intended to qualify under Section 401(a) of the Code; (C) the current plan documents and summary plan descriptions, or a written description of the terms of any material Employee Plan that is not in writing; (D) any related trust agreements, insurance contracts, insurance policies or other documents of any funding arrangements; and (E) any notices to or from the IRS or any office or representative of the DOL or any similar Governmental Authority relating to any compliance issues in respect of any such Employee Plan. With respect to each material International Employee Plan, to the extent applicable, the Company has made available to Parent Buyer a true, correct and complete copy of: (xi) each writing constituting a part of such Company Employee Benefit Plan (including, but not limited to, the plan document(s), adoption agreement, prototype or volume submitter documents, trust agreement, annuity contract, third party administrative contracts, and insurance contracts) and all amendments thereto; (ii) the three most recent Annual Reports (Form 5500 Series) including all applicable schedules, if required; (iii) the current summary plan description and any material modifications thereto, if required to be furnished under ERISA, or any written summary provided to participants with respect to any plan for which no summary plan description exists; (iv) the most recent annual report determination letter (or similar compliance documents if applicable, advisory or opinion letter) from the Internal Revenue Service, if any, or if an application for a determination letter is pending, the application with all attachments; and (v) all notices given to such Company Employee Benefit Plan, the Company, or any Company Subsidiary by the Internal Revenue Service, Department of Labor, Pension Benefit Guarantee Corporation, or other governmental agency relating to such Company Employee Benefit Plan. (c) Each Company Employee Benefit Plan that is intended to be “qualified” within the meaning of Section 401(a), 401(f), or 403(a) of the Code and, to the extent applicable, Section 401(k) of the Code (“Qualified Company Employee Benefit Plan”), has received a favorable determination letter or opinion from the Internal Revenue Service that has not been revoked and on which the Company is currently entitled to rely, and no event has occurred and no condition exists that would reasonably be expected to adversely affect the qualified status of any such Company Employee Benefit Plan. The trusts established under the Qualified Company Employee Benefit Plans are exempt from Tax under Section 501(a) of the Code. All assets of any Company Employee Benefit Plan consist of cash, actively traded securities or other assets reasonably acceptable to Buyer. (d) The Company has (i) filed or caused to be filed all returns and reports on the Company Employee Benefit Plans that it or any such plan are required to file and (ii) paid or made adequate provision for all fees, interest, penalties, assessments or deficiencies that have become due pursuant to those returns or reports or pursuant to any assessment or adjustment that has been made relating to those returns or reports. All other fees, interest, penalties and assessments that are payable by or for the Company have been timely reported, fully paid and discharged. There are no unpaid fees, penalties, interest or assessments due from the Company or from any other person or entity relative to any Company Employee Benefit Plan. The Company has collected or withheld all amounts that are required to be filed collected or withheld by it to discharge its obligations, and all of those amounts have been paid to the appropriate governmental authority or set aside in appropriate accounts for future payment when due. (e) No Company Employee Welfare Benefit Plan is funded. (f) Each Company Employee Benefit Plan has been operated and administered in all material respects in accordance with its terms. All contributions required to be made to any Governmental Authority Company Employee Benefit Plan (or to any person pursuant to the terms thereof) have been made or the amount of such payment or contribution obligation has been reflected in the Company Registration Statement which is publicly available prior to the date of this Agreement. All such contributions representing participant contributions have been made within the time required by Department of Labor regulation section 2510.3-102 or have been corrected in accordance with the Department of Labor’s Voluntary Fiduciary Correction Program. (g) The Company and the Company Subsidiaries have complied, and are now in compliance, in all material respects, with all provisions of ERISA, the Code and all laws and regulations applicable to the Company Employee Benefit Plans. Neither the Company nor any Company Subsidiary has engaged in any prohibited transaction, within the meaning of Section 4975 of the Code or Section 406 of ERISA, as a fiduciary or party in interest with respect to such plan any Company Employee Benefit Plan, and, to the knowledge of the Company or any Company Subsidiary, (x) no prohibited transaction has occurred with respect to any Company Employee Benefit Plan and (y) no fiduciary has any liability for breach of fiduciary duty or any other failure to act or comply in connection with the plan documents administration or investment of assets of any Company Employee Benefit Plan. (h) Neither the Company nor any entity with which the Company is considered a written description single employer under Section 414(b), (c) or (m) of the terms of Code has ever established, maintained, contributed to, or had an obligation to contribute to, any International Company Employee Benefit Plan that is not a “multiemployer plan,” as that term is defined in writing and Section 3(37) of ERISA, a multiple employer plan (z) any document comparable to within the determination letter reference under clause (Bmeaning of Section 413(c) of the prior sentence issued by Code) or a Governmental Authority relating multiple employer welfare arrangement (as defined in Section 3(40) of ERISA) or is subject to Title IV of ERISA or Section 412 of the Code. (i) The Company and the Company Subsidiaries have not offered to provide life, health or medical benefits or insurance coverage to any individual, or to the satisfaction family members of Law necessary any individual, for any period extending beyond the termination of the individual’s employment, except to obtain the most favorable tax treatmentextent required by the COBRA provisions in ERISA and the Code or any similar provisions of state law. (j) Except as described in Section 3.10(j) of the Company Disclosure Letter, the consummation of the transactions contemplated by this Agreement will not, either alone or in connection with termination of employment, (i) entitle any current or former employee, independent contractor, director, or officer of the Company or the Company Subsidiaries to severance pay, any change in control payment or any other material payment, except as expressly provided in this Agreement, (ii) accelerate the time of payment or vesting, change the form or method of payment, or increase the amount of compensation due, any such employee, independent contractor, director, or officer or (iii) entitle any such employee, independent contractor, director or officer to any gross-up or similar material payment in respect of the Tax described in Section 4999 of the Code. Neither the Company nor any Company Subsidiary has taken any action that would result in its incurring any obligation for any payments or benefits described in subsections (i), (ii) or (iii) of this Section 3.10(j) (without regard to whether the transactions contemplated by this Agreement are consummated), except to the extent required in a written plan, contract or agreement in existence as of the date of this Agreement. (k) There are no suits, actions, proceedings, investigations, claims or orders pending or, to the knowledge of the Company, threatened against the Company, any Company Subsidiary or any Company Employee Benefit Plan related to any Company Employee Benefit Plan (other than claims in the ordinary course of business). No Company Employee Benefit Plan is subject to any ongoing audit, investigation, or other administrative proceeding of any governmental entity, and no Company Employee Benefit Plan is the subject of any pending application for administrative relief under any voluntary compliance program or closing agreement program of the Internal Revenue Service or the Department of Labor. (l) The Company has the right to amend or terminate each Company Employee Benefit Plan at any time without incurring any liability other than with respect to benefits that have already accrued under a Company Employee Pension Benefit Plan. (m) Neither the Company nor any Company Subsidiary has a formal plan, commitment, or proposal, whether legally binding or not, nor has any of them made a commitment to employees, officers, directors, consultants or independent contractors to create any additional Company Employee Benefit Plan or modify, change or terminate any existing Company Employee Benefit Plan, and no such plan, commitment or proposal is under serious consideration. No events have occurred or are expected to occur with respect to any Company Employee Benefit Plan that would cause a material change in the cost of providing the benefits under such plan or would cause a material change in the cost of providing for other liabilities of such plan. (n) For purposes of this Section 3.10, any reference to the Company shall include Dynamic Offshore Holding GP, LLC.

Employee Plans. (a) Section 4.18(a4.17(a) of the Company Disclosure Letter sets forth a complete and accurate list of each material Employee Plan. For purposes of this Agreement, “Employee Plan” means each (i) “employee benefit plan” (as defined in Section 3(3) of ERISA), whether or not subject to ERISA ERISA, (ii) standard employment, individual consulting or other compensation agreement and any employment, individual consulting or other compensation agreements that differ from such standard terms and (iiiii) other employment, bonus, stock option, stock purchase or other equity-based, based benefit, incentive compensation, commission, profit sharing, savings, retirement (including early retirement and supplemental retirement), disability, insurance, vacation, incentivesick leave, deferred compensation, supplemental retirement (including termination indemnities and seniority payments)severance, severancesalary continuation, termination, retention, change of control and other similar fringe, welfare or other employee benefit plan, program, agreement, contract, policy or binding arrangement (whether or not in writing) maintained maintained, entered into or contributed to for the benefit of or relating to any current or former employee or director of the Company, any of its Subsidiaries or any other trade or business (whether or not incorporated) which would be treated as a single employer with the Company or any of its Subsidiaries under Section 414 of the Code (an “ERISA Affiliate”), or with respect to which the Company or any of its Subsidiaries has or could have any current material LiabilityLiability (each, an “Employee Plan” and collectively, the “Employee Plans”). With respect to each Employee Plan, Plan other than an Employee Plan that is maintained in any non-U.S. jurisdiction primarily for the benefit of persons substantially all of whom are non-resident aliens (together, the “International Employee Plans”), to the extent applicable the Company has made available to Parent complete and accurate copies of (A) the most recent annual report on Form 5500 required to have been filed with the IRS for each Employee Plan, including all schedules thereto; , (B) the most recent determination letter, if any, from the IRS for any Employee Plan that is intended to qualify under Section 401(a) of the Code; , (C) the current plan documents and summary plan descriptions, or a written description of the terms of any material Employee Plan that is not in writing; , (D) any related trust agreements, insurance contracts, insurance policies or other documents of any funding arrangements; and , (E) any notices to or from the IRS or any office or representative of the DOL or any similar Governmental Authority relating to any compliance issues in respect of any such Employee Plan. With , and (F) with respect to each material International Employee Plan, to the extent applicable, the Company has made available to Parent (x) the most recent annual report or similar compliance documents required to be filed with any Governmental Authority with respect to such plan and (y) the plan documents or a written description of the terms of any International Employee Plan that is not in writing and (z) any document comparable to the determination letter reference referenced under clause (B) of the prior sentence above issued by a Governmental Authority relating to the satisfaction of Law necessary to obtain the most favorable tax treatment. (b) No Employee Plan is (i) a “multiemployer plan” (as defined in Section 3(37) of ERISA), (ii) a “multiple employer plan” (as defined in Section 4063 or 4064 of ERISA) or (iii) subject to Section 302 of ERISA, Section 412 of the Code or Title IV of ERISA. (c) Each Employee Plan has been maintained, operated and administered in compliance with its terms and in all material respects with applicable Law, including the applicable provisions of ERISA and the Code. (d) Each Employee Plan that is subject to Section 409A of the Code has at all times been established, operated and administered in compliance with Section 409A of the Code. (e) As of the date hereof, there are no Legal Proceedings pending or, to the Knowledge of the Company, threatened on behalf of or against any Employee Plan, the assets of any trust under any Employee Plan, or the plan sponsor, plan administrator or any fiduciary or any Employee Plan with respect to the administration or operation of such plans, other than routine claims for benefits that have been or are being handled through an administrative claims procedure. (f) None of the Company, any of its Subsidiaries, or, to the Knowledge of the Company, any of their respective directors, officers, employees or agents has, with respect to any Employee Plan, engaged in or been a party to any non-exempt “prohibited transaction,” as such term is defined in Section 4975 of the Code or Section 406 of ERISA, which could reasonably be expected to result in the imposition of a penalty assessed pursuant to Section 502(i) of ERISA or a tax imposed by Section 4975 of the Code, in each case applicable to the Company, any of its Subsidiaries or any Employee Plan or for which the Company or any of its Subsidiaries has any indemnification obligation. (g) No Employee Plan that is a “welfare benefit plan” within the meaning of Section 3(1) of ERISA provides benefits to former employees of the Company or its ERISA Affiliates, other than pursuant to Section 4980B of the Code or any similar Law. (h) Each Employee Plan that is intended to be “qualified” under Section 401 of the Code may rely on a prototype opinion letter or has received a favorable determination letter from the IRS to such effect, and any trusts intended to be exempt from federal income taxation under the Code are so exempt and no facts or circumstances have occurred that are reasonably likely to cause the loss of such qualification or exemption, or the imposition of any liability, penalty or Tax under ERISA or the Code. (i) To the extent applicable, each International Employee Plan has been approved by the relevant taxation and other Governmental Authorities so as to enable: (A) the Company or any of its Subsidiaries and the participants and beneficiaries under the relevant International Employee Plan and (B) in the case of any International Employee Plan under which resources are set aside in advance of the benefits being paid, the assets held for the purposes of such International Employee Plan, to enjoy the most favorable taxation status possible. (j) Neither the execution or delivery of this Agreement nor the consummation of the transactions contemplated by this Agreement (whether alone or together with any other event of circumstance) will (i) result in any payment or benefit becoming due or payable, or required to be provided, to any director, employee or independent contractor of the Company or any of its Subsidiaries, (ii) increase the amount or value of any benefit or compensation otherwise payable or required to be provided to any such director, employee or independent contractor, (iii) result in the acceleration of the time of payment, vesting or funding of any such benefit or compensation, or (iv) require any contributions or payments to fund any obligations under any Employee Plan. (k) All contributions, premiums and other payments required to be made with respect to any Employee Plan have been timely made, accrued or reserved for. (l) Except as required by applicable Law or the terms of any Employee Plans as in effect on the date hereof, neither the Company nor any of its Subsidiaries has any plan or commitment to amend in any material respect or establish any new Employee Plan or to continue or materially increase any benefits under any Employee Plan. (m) No amount paid or payable by the Company or any Subsidiary of the Company in connection with the transactions contemplated hereby will be an “excess parachute payment” within the meaning of Section 280G of the Code. No person is entitled to receive any additional payment (including any tax gross-up payment) from the Company or any of its Subsidiaries as a result of the imposition of additional taxes under Section 4999 of the Code. (n) The parties acknowledge that certain payments have been made or are to be made and certain benefits have been granted or are to be granted according to employment compensation, severance and other employee benefit plans of the Company, including the Employee Plans (collectively, the “Arrangements”), to certain Company Stockholders and holders of other Company Securities (collectively, the “Covered Securityholders”). The Compensation Committee of the Company Board (the “Company Compensation Committee”) (i) at a meeting to be held prior to the Acceptance Time, will duly adopt resolutions approving as an “employment compensation, severance or other employee benefit arrangement” within the meaning of Rule 14d-10(d)(1) under the Exchange Act (an “Employment Compensation Arrangement”) (A) each Arrangement presented to the Company Compensation Committee on or prior to the date hereof, (B) the treatment of the Company Options in accordance with the terms set forth in this Agreement, and (C) the terms of Section 7.10 and Section 7.11, and (ii) will take all other actions necessary to satisfy the requirements of the non-exclusive safe harbor under Rule 14d-10(d)(2) under the Exchange Act with respect to the foregoing arrangements. Each member of the Company Compensation Committee is an “independent director” in accordance with the requirements of Rule 14d-10(d)(2) under the Exchange Act.

Employee Plans. (a) Section 4.18(a3.11(a) of the Company Disclosure Letter Schedules sets forth a true and complete and accurate list of all material Employee Benefit Plans (including, for each such Employee Benefit Plan, its jurisdiction). With respect to each material Employee Benefit Plan. For purposes , the Group Companies have provided ARYA with true and complete copies of this Agreementthe material documents pursuant to which the plan is maintained, “Employee Plan” means each funded and administered. (b) No Group Company has any Liability with respect to or under: (i) a Multiemployer Plan; (ii) a “employee defined benefit plan” (as defined in Section 3(33(35) of ERISA), whether or not subject to ERISA) or a plan that is or was subject to Title IV of ERISA and or Section 412 of the Code; (iiiii) other employment, bonus, stock option, stock purchase a “multiple employer plan” within the meaning of Section of 413(c) of the Code or Section 210 of ERISA; or (iv) a “multiple employer welfare arrangement” as defined in Section 3(40) of ERISA. No Group Company has any material Liabilities to provide any retiree or post-termination health or life insurance or other equitywelfare-based, benefit, incentive compensation, profit sharing, savings, retirement (including early retirement and supplemental retirement), disability, insurance, vacation, incentive, deferred compensation, supplemental retirement (including termination indemnities and seniority payments), severance, termination, retention, change of control and other similar fringe, welfare or other employee benefit plan, program, agreement, contract, policy or binding arrangement (whether or not in writing) maintained or contributed to for the benefit of or relating type benefits to any current Person other than health continuation coverage pursuant to COBRA or former employee or director similar Law and for which the recipient pays the full cost of the Company, coverage. No Group Company has any material Liabilities by reason of its Subsidiaries or at any other trade or business (whether or not incorporated) which would be treated as time being considered a single employer with the Company or any of its Subsidiaries under Section 414 of the Code with any other Person. (an “ERISA Affiliate”)c) Each Employee Benefit Plan that is intended to be qualified under Section 401(a) of the Code is so qualified and has timely received a favorable determination or opinion or advisory letter from the Internal Revenue Service. None of the Group Companies has incurred (whether or not assessed) any material penalty or Tax under Section 4980H, 4980B, 4980D, 6721 or 6722 of the Code. (d) As of the date of this Agreement, there are no pending or, to the Company’s knowledge, threatened in writing claims or Proceedings with respect to which any Employee Benefit Plan (other than routine claims for benefits). There have been no non-exempt “prohibited transactions” within the Company meaning of Section 4975 of the Code or Sections 406 or 407 of ERISA and no breaches of fiduciary duty (as determined under ERISA) with respect to any of its Subsidiaries has any current Employee Benefit Plan, except as is not and would not reasonably be expected to be, individually or in the aggregate, material Liabilityto the Group Companies, taken as a whole. With respect to each Employee Benefit Plan, all contributions, distributions, reimbursements and premium payments that are due have been timely made, except as is not and would not reasonably be expected to be, individually or in the aggregate, material to the Group Companies, taken as a whole. (e) The execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement will not materially (alone or in combination with any other than an Employee Plan that is maintained event) (i) result in any non-U.S. jurisdiction primarily for payment or benefit becoming due to or result in the benefit forgiveness of persons substantially all any indebtedness of whom are non-resident aliens any current or former director, manager, officer, employee, individual independent contractor or other service providers of any of the Group Companies, (ii) increase the amount or value of any compensation or benefits payable to any current or former director, manager, officer, employee, individual independent contractor or other service providers of any of the Group Companies or (iii) result in the acceleration of the time of payment or vesting, or trigger any payment or funding of any compensation or benefits to any current or former director, manager, officer, employee, individual independent contractor or other service providers of any of the Group Companies. (f) No amount that could be received (whether in cash or property or the vesting of property) by any “International Employee Plans”), to disqualified individual” of any of the extent applicable the Company has made available to Parent complete and accurate copies of (A) the most recent annual report on Form 5500 required to have been filed with the IRS for each Employee Plan, including all schedules thereto; (B) the most recent determination letter, if any, from the IRS for Group Companies under any Employee Benefit Plan that is intended to qualify or otherwise as a result of the consummation of the transactions contemplated by this Agreement could, separately or in the aggregate, be nondeductible under Section 401(a) 280G of the Code or subjected to an excise tax under Section 4999 of the Code; . (Cg) the current plan documents and summary plan descriptions, The Group Companies have no material obligation to make a “gross-up” or a written description of the terms of any material Employee Plan that is not in writing; (D) any related trust agreements, insurance contracts, insurance policies or other documents of any funding arrangements; and (E) any notices to or from the IRS or any office or representative of the DOL or any similar Governmental Authority relating to any compliance issues payment in respect of any such Employee Plan. With respect taxes that may become payable under Section 4999 or 409A of the Code. (h) Each Foreign Benefit Plan that is required to each material International Employee Planbe registered or intended to be tax exempt has been registered (and, where applicable, accepted for registration) and is tax exempt and has been maintained in good standing, to the extent applicable, the Company with each Governmental Entity. No Foreign Benefit Plan is a “defined benefit plan” (as defined in ERISA, whether or not subject to ERISA) or has made available to Parent (x) the most recent annual report any material unfunded or similar compliance documents underfunded Liabilities. All material contributions required to be filed with any Governmental Authority have been made by or on behalf of the Group Companies with respect to such plan plans or arrangements maintained or sponsored a Governmental Entity (y) the plan documents including severance, termination indemnities or a written description other similar benefits maintained for employees outside of the terms of any International Employee Plan that is not in writing and (zU.S.) any document comparable to the determination letter reference under clause (B) of the prior sentence issued by a Governmental Authority relating to the satisfaction of Law necessary to obtain the most favorable tax treatmenthave been timely made or fully accrued.

Employee Plans. (a) Section 4.18(a3.12(a) of the Company Disclosure Letter Schedule sets forth a complete and accurate list of each all material Employee Plan. For purposes of this Agreement, “Employee Plan” means each (i) “"employee benefit plan” (plans," as defined in Section 3(3) of the Employment Retirement Income Security Act of 1974, as amended ("ERISA"), whether and all other employee benefit plans or not subject to ERISA and (ii) other employmentbenefit arrangements or payroll practices including bonus plans, bonusexecutive compensation, consulting or other compensation agreements, change in control agreements, incentive, equity or equity-based compensation, or deferred compensation arrangements, stock optionpurchase, stock purchase severance pay, sick leave, vacation pay, salary continuation for disability, hospitalization, medical insurance, life insurance, scholarship programs, directors' benefit, bonus or other equity-based, benefit, incentive compensation, profit sharingwhich the Company or any of its subsidiaries sponsors, savingsmaintains, retirement contributes to or has any obligation to contribute to (including early retirement each a "COMPANY EMPLOYEE BENEFIT PLAN" and supplemental retirementcollectively, the "COMPANY EMPLOYEE BENEFIT PLANS"). None of the Company Employee Benefit Plans is subject to Title IV of ERISA, disabilityor is or has been subject to Sections 4063 or 4064 of ERISA, insurance, vacation, incentive, deferred compensation, supplemental retirement (including termination indemnities and seniority payments), severance, termination, retention, change of control and other similar fringe, welfare or other employee benefit plan, program, agreement, contract, policy or binding arrangement (whether or not in writing) maintained or contributed to for the benefit of or relating to any current or former employee or director of nor has the Company, any of its Subsidiaries subsidiaries or any other trade or business (whether or not incorporated) which would be is or has ever been under common control, or which is or has ever been treated as a single employer, with the Company or any subsidiary under Section 414(b), (c), (m) or (o) of the Code ("ERISA AFFILIATE") ever been obligated to contribute to a multiemployer plan, as defined in Section 3(37) of ERISA (a "MULTIEMPLOYER PLAN"). Neither the Company nor any ERISA Affiliate has incurred any material present or contingent liability under Title IV of ERISA, nor does any condition exist which could reasonably be likely to result in any such liability. (b) Correct and complete copies of the following documents, with respect to each of the Company Employee Benefit Plans (other than a Multiemployer Plan) have been made available to Parent by the Company: (i) any plans and related trust documents, and amendments thereto; (ii) the three most recent Forms 5500 and schedules thereto, if applicable; (iii) the most recent Internal Revenue Service ("IRS") determination letter, if applicable; (iv) the three most recent financial statements and actuarial valuations, if applicable; and (v) summary plan descriptions, if applicable. (c) Except as disclosed in Section 3.12(c) of the Company Disclosure Schedule, (i) the Company and its subsidiaries have performed all material obligations required to be performed by them under any Company Employee Benefit Plan; (ii) the Company Employee Benefit Plans, have been administered in material compliance with their terms and the requirements of ERISA, the Code and other applicable Laws; (iii) all contributions (including all employer contributions and employee salary reduction contributions) required to have been made under any of the Company Employee Benefit Plans to any funds or trusts established thereunder or in connection therewith have been made by the due date thereof and all contributions for any period ending on or before the Effective Time which are not yet due will have been paid or accrued prior to the Effective Time and (iv) there are no material actions, suits, arbitrations or claims (other than routine claims for benefit) filed, or to the Company's knowledge, threatened in writing with respect to any Company Employee Benefit Plan; and (v) the Company and its subsidiaries have no material liability as a result of any "prohibited transaction" (as defined in Section 406 of ERISA and Section 4975 of the Code) for any excise Tax or civil penalty. (d) Neither the Company nor any of its ERISA Affiliates is subject to any unsatisfied withdrawal liability with respect to any Multiemployer Plan. (e) Each of the Company Employee Benefit Plans which is intended to be "qualified" within the meaning of Section 401(a) of the Code has received a determination letter from the IRS to the effect that such plan is "qualified" and that the trusts maintained pursuant thereto are exempt from federal income taxation under Section 501 of the Code. The Company knows of no fact which would adversely affect the qualified status of any such Company Employee Benefit Plan or the exemption of such trust. (f) None of the Employee Benefit Plans provide for continuing post-employment health or life insurance coverage for any participant or any beneficiary of a participant except as may be required under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA"). (g) Except as set forth in Section 3.12(g) of the Company Disclosure Schedule, no stock or other security issued by the Company forms or has formed a material part of the assets of any Company Employee Benefit Plan. (h) Except as specifically identified and quantified in Section 3.12(h) of the Company Disclosure Schedule, neither the execution and delivery of this Agreement nor the consummation of the Merger will (i) result in any material payment becoming due, or materially increase the amount of compensation due, to any current or former employee of the Company or any of its Subsidiaries subsidiaries; (ii) materially increase any benefits otherwise payable under any Company Employee Benefit Plan; (iii) result in the acceleration of the time of payment or vesting of any such material benefits; or (iv) result in any payment that will not be deductible for federal tax purposes under Section 414 280G or Section 162(m) of the Code Code. (an “ERISA Affiliate”), or with respect to which i) Except as identified in Section 3.12(i) of the Company or any Disclosure Schedule, no "leased employee" as that term is defined in Section 414(n) of its Subsidiaries has any current material Liabilitythe Code, performs services for the Company. With respect No leased employee is eligible to each Employee Plan, other than an Employee Plan that is maintained participate in any non-U.S. jurisdiction primarily for Company Employee Benefit Plan at the benefit exclusion of persons substantially all of whom are non-resident aliens (the “International Employee Plans”), any such person who does not cause any such plan to the extent applicable the Company has made available to Parent complete and accurate copies of (A) the most recent annual report on Form 5500 required to have been filed with the IRS for each Employee Plan, including all schedules thereto; (B) the most recent determination letter, if any, from the IRS for any Employee Plan that is intended to qualify lose qualification under Section 401(a) of the Code; (C) the current plan documents and summary plan descriptions, or a written description of nor does it violate the terms of any material company Employee Benefit Plan. (j) All awards and grants made under the Company's Long-Term Incentive Plan that is not in writing; (D) any related trust agreements, insurance contracts, insurance policies or other documents of any funding arrangements; and (E) any notices to or from the IRS or any office or representative of the DOL or any similar Governmental Authority relating to any compliance issues in respect of any such Employee Plan. With respect to each material International Employee Plan, to the extent applicable, the Company has made available to Parent (x) the most recent annual report or similar compliance documents required to be filed with any Governmental Authority with respect to such plan (y) the plan documents or a written description of the terms of any International Employee Plan that is not in writing and (z) any document comparable to the determination letter reference under clause (B) of the prior sentence issued by a Governmental Authority relating to the satisfaction of Law necessary to obtain the most favorable tax treatmenthave vested.

Employee Plans. (a) Section 4.18(a3.10 (a) of the Company Disclosure Letter sets forth a complete and accurate list of each all Company Employee Benefit Plans. There are no Company Employee Benefit Plans established, maintained, adopted, participated in, sponsored, contributed or required to be contributed to, provided, promised to provide, terminated by, or resulting in any material Employee Plan. For purposes of this Agreement, “Employee Plan” means each (i) “employee benefit plan” (as defined in Section 3(3) of ERISA), whether or not subject liability to ERISA and (ii) other employment, bonus, stock option, stock purchase or other equity-based, benefit, incentive compensation, profit sharing, savings, retirement (including early retirement and supplemental retirement), disability, insurance, vacation, incentive, deferred compensation, supplemental retirement (including termination indemnities and seniority payments), severance, termination, retention, change of control and other similar fringe, welfare or other employee benefit plan, program, agreement, contract, policy or binding arrangement (whether or not in writing) maintained or contributed to for the benefit of or relating to any current or former employee or director of the Company, any of its Subsidiaries or any other trade or business (whether or not incorporated) which would be treated as a single employer with the Company or any of its Subsidiaries entity with which the Company is considered a single employer under Section 414 414(b), (c) or (m) of the Code (an “Company ERISA AffiliateAffiliates”), or with respect to which the Company or any of its Subsidiaries has any current material Liability. . (b) With respect to each Company Employee Benefit Plan, other than an Employee Plan that is maintained in any non-U.S. jurisdiction primarily for the benefit of persons substantially all of whom are non-resident aliens (the “International Employee Plans”), to the extent applicable the Company has made available to Parent complete and accurate copies of (A) the most recent annual report on Form 5500 required to have been filed with the IRS for each Employee Plan, including all schedules thereto; (B) the most recent determination letter, if any, from the IRS for any Employee Plan that is intended to qualify under Section 401(a) of the Code; (C) the current plan documents and summary plan descriptions, or a written description of the terms of any material Employee Plan that is not in writing; (D) any related trust agreements, insurance contracts, insurance policies or other documents of any funding arrangements; and (E) any notices to or from the IRS or any office or representative of the DOL or any similar Governmental Authority relating to any compliance issues in respect of any such Employee Plan. With respect to each material International Employee Plan, to the extent applicable, the Company has made available to Parent a true, correct and complete copy of: (xi) each writing constituting a part of such Company Employee Benefit Plan (including, but not limited to, the plan document(s), adoption agreement, prototype or volume submitter documents, trust agreement, annuity contract, third party administrative contracts, and insurance contracts) and all amendments thereto; (ii) the three most recent Annual Reports (Form 5500 Series) including all applicable schedules, if required; (iii) the current summary plan description and any material modifications thereto, if required to be furnished under ERISA, or any written summary provided to participants with respect to any plan for which no summary plan description exists; (iv) the most recent annual report determination letter (or similar compliance documents if applicable, advisory or opinion letter) from the Internal Revenue Service, if any, or if an application for a determination letter is pending, the application with all attachments; and (v) all notices given to such Company Employee Benefit Plan, the Company, or any Company ERISA Affiliate by the Internal Revenue Service, Department of Labor, Pension Benefit Guarantee Corporation, or other governmental agency relating to such Company Employee Benefit Plan. (c) Each Company Employee Benefit Plan that is intended to be “qualified” within the meaning of Section 401(a), 401(f), or 403(a) of the Code and, to the extent applicable, Section 401(k) of the Code (“Qualified Company Employee Benefit Plan”), has received a favorable determination letter or opinion from the Internal Revenue Service that has not been revoked and on which the Company is currently entitled to rely, and no event has occurred and no condition exists that could reasonably be expected to adversely affect the qualified status of any such Company Employee Benefit Plan. The trusts established under the Qualified Company Employee Benefit Plans are exempt from federal income taxes under Section 501(a) of the Code. All assets of any Company Employee Benefit Plan consist of cash, actively traded securities or other assets reasonably acceptable to Parent. (d) The Company has (i) filed or caused to be filed all returns and reports on the Company Employee Benefit Plans that it and/or any such plan are required to file and (ii) paid or made adequate provision for all fees, interest, penalties, assessments or deficiencies that have become due pursuant to those returns or reports or pursuant to any assessment or adjustment that has been made relating to those returns or reports. All other fees, interest, penalties and assessments that are payable by or for the Company have been timely reported, fully paid and discharged. There are no unpaid fees, penalties, interest or assessments due from the Company or from any other person or entity relative to any Company Employee Benefit Plan. The Company has collected or withheld all amounts that are required to be filed collected or withheld by it to discharge its obligations, and all of those amounts have been paid to the appropriate governmental authority or set aside in appropriate accounts for future payment when due. (e) No Company Employee Welfare Benefit Plan is funded. (f) Each Company Employee Benefit Plan has been operated and administered in all material respects in accordance with its terms. All contributions required to be made to any Governmental Authority Company Employee Benefit Plan (or to any person pursuant to the terms thereof) have been made or the amount of such payment or contribution obligation has been reflected in the Company SEC Reports which are publicly available prior to the date of this Agreement. All such contributions representing participant contributions have been made within the time required by Department of Labor regulation section 2510.3-102. (g) The Company and the Company Subsidiaries have complied, and are now in compliance, in all material respects, with all provisions of ERISA, the Code and all laws and regulations applicable to the Company Employee Benefit Plans. Neither the Company nor any Company Subsidiary has engaged in any prohibited transaction, within the meaning of Section 4975 of the Code or Section 406 of ERISA, as a fiduciary or party in interest with respect to such plan any Company Employee Benefit Plan, and, to the knowledge of the Company or any Company Subsidiary, (x) no prohibited transaction has occurred with respect to any Company Employee Benefit Plan and (y) no fiduciary has any liability for breach of fiduciary duty or any other failure to act or comply in connection with the plan documents administration or a written description investment of the terms assets of any International Company Employee Benefit Plan. (h) Neither the Company nor any Company ERISA Affiliates has ever established, maintained, contributed to, or had an obligation to contribute to, any Company Employee Benefit Plan that is not a “multiemployer plan,” as that term is defined in writing and Section 3(37) of ERISA, a multiple employer plan (z) any document comparable to within the determination letter reference under clause (Bmeaning of Section 413(c) of the prior sentence issued by Code) or a Governmental Authority relating multiple employer welfare arrangement (as defined in Section 3(40) of ERISA) or is subject to Title IV of ERISA or Section 412 of the Code. (i) The Company and the Company Subsidiaries have not offered to provide life, health or medical benefits or insurance coverage to any individual, or to the satisfaction family members of Law necessary any individual, for any period extending beyond the termination of the individual’s employment, except to obtain the most favorable extent required by the COBRA provisions in ERISA and the Code or any similar provisions of state law. (j) Except as described in Section 3.10(j) of the Company Disclosure Letter, the consummation of the transactions contemplated by this Agreement will not, either alone or in connection with termination of employment, (i) entitle any current or former employee, independent contractor, director, or officer of the Company or the Company Subsidiaries to severance pay, any change in control payment or any other material payment, except as expressly provided in this Agreement, (ii) accelerate the time of payment or vesting, change the form or method of payment, or increase the amount of compensation due, any such employee, independent contractor, director, or officer or (iii) entitle any such employee, independent contractor, director or officer to any gross-up or similar material payment in respect of the excise tax treatmentdescribed in Section 4999 of the Code. Neither the Company nor any Company Subsidiary has taken any action that would result in its incurring any obligation for any payments or benefits described in subsections (i), (ii) or (iii) of this Section 3.10(j) (without regard to whether the transactions contemplated by this Agreement are consummated) except to the extent required in a written plan, contract or agreement in existence as of the date of this Agreement. (k) There are no suits, actions, proceedings, investigations, claims or orders pending or, to the knowledge of the Company, threatened against the Company, any Company Subsidiary or any Company Employee Benefit Plan related to any Company Employee Benefit Plan (other than claims in the ordinary course of business). No Company Employee Benefit Plan is subject to any ongoing audit, investigation, or other administrative proceeding of any governmental entity, and no Company Employee Benefit Plan is the subject of any pending application for administrative relief under any voluntary compliance program or closing agreement program of the Internal Revenue Service or the Department of Labor. (l) The Company has the right to amend or terminate each Company Employee Benefit Plan at any time without incurring any liability other than with respect to benefits that have already accrued under a Company Employee Pension Benefit Plan. (m) Neither the Company nor any Company ERISA Affiliate has a formal plan, commitment, or proposal, whether legally binding or not, nor has any of them made a commitment to employees, officers, directors, consultants or independent contractors to create any additional Company Employee Benefit Plan or modify, change or terminate any existing Company Employee Benefit Plan, and no such plan, commitment or proposal is under serious consideration. No events have occurred or are expected to occur with respect to any Company Employee Benefit Plan that would cause a material change in the cost of providing the benefits under such plan or would cause a material change in the cost of providing for other liabilities of such plan.

Employee Plans. (a) Section 4.18(a‎Section 3.17(a) of the Company Disclosure Letter sets forth a complete and accurate list of each material Employee Plan. For purposes of this Agreement, “Employee Plan” means (i) each (iA) “employee benefit plan” (as defined in Section 3(3) of ERISA), whether or not subject to ERISA and (iiB) other employment, material bonus, stock option, stock purchase or other equity-based, benefit, incentive compensation, profit sharing, savings, retirement (including early retirement and supplemental retirement), disability, insurancevacation (entitlement and accrual), vacation, incentivesick days (entitlement and accrual), deferred compensation, supplemental retirement (including termination indemnities and seniority payments), severance, termination, retention, change of control and other similar material fringe, welfare or other employee benefit plan, program, agreement, contract, written policy or binding arrangement (whether or not in writing) maintained or contributed to for the benefit of or relating to any current or former employee employee, officer or director of the Company, any of its Subsidiaries or any other trade or business Subsidiaries, and (whether or not incorporatedii) which would be treated as a single employer each employment agreement with each executive management employee of the Company or any of its Subsidiaries under Section 414 of ((i) and (ii) collectively the Code (an “ERISA Affiliate”)Material Employee Plans” and, or together with any other material employment agreement with respect to which the Company or any one of its Subsidiaries has any current material Liability. is a party, the “Employee Plans”), in each case, excluding plans, agreements or other arrangements required to be established or contributed to by statute or regulatory agency. (b) With respect to each Employee Plan, other than an Employee Plan that is maintained in any non-U.S. jurisdiction primarily for the benefit of persons substantially all of whom are non-resident aliens (the “International Employee Plans”), to the extent applicable applicable, the Company has made available to Parent complete and accurate copies of (A) each Material Employee Plan; (B) the two most recent annual report on Form 5500 required to have been filed with the IRS for each Employee Plan, including all schedules thereto; (B) the most recent determination letter, if any, from the IRS for any Employee Plan that is intended to qualify under Section 401(a) of the Code; (C) the current plan documents and summary plan descriptions, or a written description of the terms of any material Employee Plan that is not in writing; (D) any related trust agreements, insurance contracts, insurance policies or other documents of any funding arrangements; and (E) any notices to or from the IRS or any office or representative the United States Department of the DOL or any similar Governmental Authority Labor relating to any material compliance issues in respect of any such Employee Plan. With ; (F) with respect to each material International Employee PlanPlan that is maintained in any non-U.S. jurisdiction, to the extent applicable, the Company has made available to Parent (x) the most recent annual report or similar compliance documents required to be filed with any Governmental Authority with respect to such plan and (y) the plan documents or a written description of the terms of any International Employee Plan that is not in writing and (z) any document comparable to the determination letter reference under clause (BG) of the prior sentence below issued by a Governmental Authority relating to the satisfaction of Law necessary to obtain the most favorable tax treatment; (G) in the case of each Employee Plan intended to be qualified under Section 401(a) of the Code, the most recent IRS determination or opinion letter applicable to the Employee Plans; and (H) all related custodial agreements, insurance policies (including fiduciary liability insurance covering the fiduciaries of the Employee Plan), administrative services and similar agreements, and investment advisory or investment management agreements, if any. Each such Form 5500 and each such summary plan description (or similar document) was as of its date and is true, complete and correct in all material respects. (c) No Employee Plan is (1) a “defined benefit plan” (as defined in Section 414 of the Code), (2) a “multiemployer plan” (as defined in Section 3(37) of ERISA), (3) a “multiple employer plan” (as defined in Section 4063 or 4064 of ERISA) (in each case under clause (1), (2) or (3) whether or not subject to ERISA) or (4) subject to Section 302 of ERISA, Section 412 of the Code or Title IV of ERISA. None of the Company, any of its Subsidiaries, any officer of the Company or any of its Subsidiaries or any of the Employee Plans which are subject to ERISA, any trusts created thereunder or any trustee or administrator thereof, has engaged in a “prohibited transaction” (as such term is defined in Section 406 of ERISA or Section 4975 of the Code) or any other breach of fiduciary responsibility that would reasonably be expected to subject the Company, any of its Subsidiaries or any officer of the Company or any of its Subsidiaries to any material tax or penalty on prohibited transactions imposed by such Section 4975 of the Code or to any liability under Section 502(i) or 502(1) of ERISA. (d) Each Employee Plan has been maintained, operated and administered in compliance in all material respects with its terms and with all applicable Law including the applicable provisions of ERISA and the Code. (e) There are no Legal Proceedings pending or, to the Knowledge of the Company, threatened on behalf of or against any Employee Plan, the assets of any trust under any Employee Plan, or the plan sponsor, plan administrator or any fiduciary or any Employee Plan with respect to the administration or operation of such plans, other than (x) routine claims for benefits that have been or are being handled through an administrative claims procedure or (y) Legal Proceedings that have not resulted in and would not reasonably be expected to result in, individually or in the aggregate, material liabilities to the Company and its Subsidiaries (taken as a whole). (f) (i) no Employee Plan provides benefits to former employees of the Company, other than pursuant to Section 4980B of the Code or any similar Law; (ii) no Employee Plan is funded through a “welfare benefits fund” (as such term is defined in Section 419(e) of the Code), (iii) each Employee Plan that is a “group health plan” (as such term is defined in Section 5000(b)(1) of the Code), complies with the applicable requirements of Section 4980B(f) of the Code and (iv) each such Employee Plan (including any such Employee Plan covering retirees or other former employees) may be amended or terminated without material liability to the Company and the Company’s Subsidiaries on or at any time after the Effective Time.

Employee Plans. (a) Section 4.18(a) 4.11 of the Company Disclosure Letter sets forth a complete and accurate list of Schedules lists each material Employee Plan. For purposes of this Agreement, “Employee Plan” means each (i) “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 ERISA, and (ii) each other material employment, bonus, stock option, stock purchase or other equity-based, benefit, incentive compensation, profit sharing, savings, retirement (including early retirement and supplemental retirement), disability, insurance, vacation, incentive, deferred compensation, supplemental retirement (including termination indemnities and seniority payments), severance, termination, change in control, incentive, retention, change of control and deferred compensation, bonus or performance awards, stock option or other similar fringeequity-related, welfare fringe benefits, vacation, sick pay, health, disability or life insurance benefit, perquisites or other employee benefit benefit, remuneration or other compensatory plan, program, agreementpolicy, contract, policy agreement or binding arrangement that (whether or not in writingi) is maintained or contributed to for by the benefit Company or any ERISA Affiliate, or with respect to which the Company or any of or relating its ERISA Affiliates is obligated to contribute and (ii) either (A) covers any current or former employee, director or consultant, or any beneficiary or dependent of any of the foregoing or (B) with respect to which the Company or any Subsidiary thereof could reasonably be expected to have any liability (collectively, the “Employee Plans”). The Company has made available to Parent, with respect to each Employee Plan, to the extent applicable, a copy of the plan, related trust agreements or other funding arrangements or other related material contracts, summary plan descriptions, summaries of material modifications, material governmental filings and correspondence, including without limitation the annual report on Form 5500 for the two most recent plan years, the IRS favorable determination or opinion letter, actuarial reports or valuations and all amendments to all of the foregoing. (b) No Employee Plan is subject to either Section 412 of the Internal Revenue Code of 1986, as amended (the “Code”) or Title IV of ERISA and, since December 1, 2001, neither the Company nor any ERISA Affiliate has sponsored, maintained or contributed to, or had any obligation to sponsor, maintain or contribute to, any employee benefit plan subject to Title IV of ERISA. No Employee Plan is a “multiemployer plan” as that term is defined in Section 3(37) of ERISA and neither the Company nor any ERISA Affiliate has contributed to or director been obligated to contribute to a multiemployer plan. No Employee Plan covers solely or primarily employees of the Company or any entity that, together with the Company, any of its Subsidiaries or any other trade or business (whether or not incorporated) which would be treated as a single employer with the Company or any of its Subsidiaries under Section 414 of the Code (an “ERISA Affiliate”) who reside permanently outside the United States. (c) The Employee Plans are and have been administered and operated in all material respects in compliance with their terms and are and have been in compliance in all material respects with the applicable requirements of ERISA, the Code, and other applicable Laws. Each Employee Plan that is intended to be qualified under Section 401(a) of the Code is so qualified and no event has occurred since the date of the most recent determination or opinion letter relating to any such Employee Plan that would reasonably be expected to result in a revocation of the qualification of such Employee Plan. (d) There are no pending or, to the knowledge of the Company, threatened claims, governmental audits or investigations with respect to any Employee Plans, other than routine claims for benefits. All contributions, premium and benefit payments required to be made under or in connection with each Employee Plan through the date hereof have been timely made or properly accrued, except for those failures that would not reasonably be expected to have a material liability on the Company. (e) Except as contemplated by this Agreement, there are no agreements or arrangements pursuant to which, as a result of the consummation of the transactions contemplated by this Agreement (whether alone or in combination with a termination of employment or other event), any current or former director, officer or employee of the Company would be entitled to receive any bonus, retirement, severance, change in control, retention or similar benefit (including acceleration of vesting, exercise or timing of payment of an incentive award or any other form of compensation). (f) No amounts payable under any of the Employee Plans or any other contract, agreement or arrangement with respect to which the Company or any of its Subsidiaries has may have any current material Liability. With respect liability could fail to each Employee Plan, other than an Employee Plan that is maintained in any non-U.S. jurisdiction primarily be deductible for the benefit federal income tax purposes by virtue of persons substantially all of whom are non-resident aliens (the “International Employee Plans”), to the extent applicable the Company has made available to Parent complete and accurate copies of (A) the most recent annual report on Form 5500 required to have been filed with the IRS for each Employee Plan, including all schedules thereto; (B) the most recent determination letter, if any, from the IRS for any Employee Plan that is intended to qualify under Section 401(a280G or 162(m) of the Code; . (Cg) To the current plan documents and summary plan descriptions, or a written description knowledge of the terms of any material Employee Plan that is not in writing; (D) any related trust agreementsCompany, insurance contracts, insurance policies no compensation paid or other documents of any funding arrangements; and (E) any notices to or from the IRS or any office or representative of the DOL or any similar Governmental Authority relating to any compliance issues in respect of any such Employee Plan. With respect to each material International Employee Plan, to the extent applicable, the Company has made available to Parent (x) the most recent annual report or similar compliance documents required to be filed paid under any Employee Plan is or will be subject to additional tax under Section 409A(1)(B) of the Code. Since July 1, 2000, all equity compensation awards issued by the Company have been made, reported and disclosed in accordance with applicable law, accounting rules and stock exchange requirements. (h) Neither the Company nor any Governmental Authority of its ERISA Affiliates has used services or workers provided by third party contract labor suppliers, temporary employees, leased employees, or individuals who have provided services as independent contractors to an extent that would reasonably be expected to result in the disqualification of any Employee Plan or the imposition of penalties or excise taxes with respect to such plan (y) the plan documents or a written description of the terms of any International Employee Plan that is not in writing and (z) by the IRS, the Department of Labor or any document comparable to the determination letter reference under clause (B) of the prior sentence issued by a other Governmental Authority relating to the satisfaction of Law necessary to obtain the most favorable tax treatmentAuthority.

Employee Plans. (a) Section 4.18(a3.18(a) of the Company Disclosure Letter sets forth a true, correct and complete and accurate list list, as of each the date hereof, of all material Employee PlanPlans. For purposes of this Agreement, “Employee Plan” means each shall mean (collectively) (i) all “employee benefit planplans” (as defined in Section 3(3) of ERISA), whether or not subject to ERISA ERISA; and (ii) all other material employment, natural person consultant or other service, bonus, stock option, stock purchase or other equity-based, benefit, incentive compensation, profit sharing, savings, retirement (including early retirement and supplemental retirement), disability, insurance, vacation, incentive, deferred compensation, supplemental retirement (including termination indemnities and seniority payments), severance, termination, retention, change of in control compensation and other similar material fringe, welfare or other employee benefit planplans, programprograms, agreement, contractcontracts, policy policies or binding arrangement arrangements (whether or not in writing) (x) sponsored, maintained or contributed to for the benefit of (or relating required to be contributed to) by any current or former employee or director member of the Company, any of its Subsidiaries Company Group; or any other trade or business (whether or not incorporatedy) which would be treated as a single employer with the Company or any of its Subsidiaries under Section 414 of the Code (an “ERISA Affiliate”), or otherwise with respect to which the Company or any of its Subsidiaries Group has any current material Liabilityliability, contingent or otherwise. With respect to each material Employee Plan, other than an Employee Plan that is maintained in any non-U.S. jurisdiction primarily for the benefit of persons substantially all of whom are non-resident aliens (the “International Employee Plans”), to the extent applicable applicable, the Company has made available to Parent true, correct and complete and accurate copies of (A) the most recent annual report on Form 5500 required to have been filed with the IRS for each Employee Plan, including all schedules thereto; (B) the most recent determination or opinion letter, if any, from the IRS for any Employee Plan that is intended to qualify under pursuant to Section 401(a) of the Code; (C) the current plan documents and summary plan descriptions, or a written description of the terms of any material Employee Plan that is not in writing; (D) any related trust agreements, insurance contracts, insurance policies or other documents Contracts of any funding arrangements; and (E) any notices to or from the IRS or any office or representative of the DOL United States Department of Labor or any similar Governmental Authority relating to any material compliance issues in respect of any such Employee Plan. With Plan during the past three years; and (F) with respect to each material Employee Plan that is maintained in any non-United States jurisdiction primarily for the benefit of any employee of the Company Group whose principal work location is outside of the United States (the “International Employee PlanPlans”), to the extent applicable, the Company has made available to Parent (x1) the most recent annual report or similar compliance documents required to be filed with any Governmental Authority with respect to such plan (y) the plan documents or a written description of the terms of any International Employee Plan that is not in writing plan; and (z2) any document comparable to the determination letter reference under referenced pursuant to clause (B) of the prior sentence above issued by a Governmental Authority relating to the satisfaction of Law law necessary to obtain the most favorable tax Tax treatment.

Employee Plans. (a) Section 4.18(a3.12(a) of the Company Disclosure Letter sets forth a complete and accurate list of each Schedule lists all material Employee Plan. For purposes of this Agreement, “Employee Plan” means each (i) “"employee benefit plan” (plans," as defined in Section 3(3) of ERISA, including any "multiemployer plan," as defined in Section 3(37) of ERISA (a "Multiemployer Plan") and all other material employee benefit plans or other benefit arrangements, including, without regard to materiality, all executive compensation, directors' benefit, bonus or other incentive compensation, change in control, severance and deferred compensation plans which the Company or any of its subsidiaries maintains, contributes to or has any obligation to or liability for (each a "Company Employee Benefit Plan" and collectively, the "Company Employee Benefit Plans"). (b) True, whether correct and complete copies of each Company Employee Benefit Plan (and, where applicable, the most recent summary plan description, actuarial report, determination letter, most recent Form 5500 and trust agreement) have been made available to Parent for review prior to the date hereof. (c) As of the date hereof, (i) all payments required to be made by or not subject to ERISA and under any Company Employee Benefit Plan, any related trusts, or any collective bargaining agreement have been made; (ii) other employmentthe Company and its subsidiaries have performed all material obligations required to be performed by them under any Company Employee Benefit Plan; (ii) the Company Employee Benefit Plans have been administered in material compliance with their terms and the requirements of ERISA, bonus, stock option, stock purchase or other equity-based, benefit, incentive compensation, profit sharing, savings, retirement (including early retirement and supplemental retirement), disability, insurance, vacation, incentive, deferred compensation, supplemental retirement (including termination indemnities and seniority payments), severance, termination, retention, change of control the Code and other similar fringeapplicable Laws; (iv) there are no material actions, welfare suits, arbitrations or claims (other employee benefit plan, program, agreement, contract, policy than routine claims for benefit) pending or binding arrangement (whether or not in writing) maintained or contributed to for the benefit of or relating threatened with respect to any current or former employee or director Company Employee Benefit Plan; and (v) the Company and its subsidiaries have no material liability as a result of any "prohibited transaction" (as defined in Section 406 of ERISA and Section 4975 of the CompanyCode) for any excise tax or civil penalty. (d) None of the Company Employee Benefit Plans is subject to Title IV of ERISA (the "Company Title IV Plans") and, any as of its Subsidiaries the most recent plan valuation date, the "accumulated benefit obligations", and the "projected benefit obligations" of each Company Title IV Plan that is currently sponsored by the Company or any other trade trades or business businesses (whether or not incorporated) which would be are or have ever been under common control, or which are or have ever been treated as a single employer employer, with the Company under Section 414(b), (c), (m) or (o) of the Code (an "ERISA Affiliate") using the actuarial assumptions used by each such plan's actuary for FAS 87 purposes, does not exceed the fair market value of the assets of each such Plan. (e) The Company and its subsidiaries have not incurred any material withdrawal liability with respect to any Company Benefit Plan which is a Multiemployer Plan. (f) Each of the Company Benefit Plans which is intended to be "qualified" within the meaning of Section 401(a) of the Code has been determined by the Internal Revenue Service to be so "qualified" and the Company knows of no fact which would adversely affect the qualified status of any such plan. (g) Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (i) result in any material payment becoming due, or materially increase the amount of compensation due, to any current or former employee of the Company or any of its Subsidiaries subsidiaries; (ii) materially increase any benefits otherwise payable under Section 414 any Company Employee Benefit Plan; or (iii) result in the acceleration of the Code (an “ERISA Affiliate”), time of payment or with respect to which the Company or any of its Subsidiaries has any current material Liability. With respect to each Employee Plan, other than an Employee Plan that is maintained in any non-U.S. jurisdiction primarily for the benefit of persons substantially all of whom are non-resident aliens (the “International Employee Plans”), to the extent applicable the Company has made available to Parent complete and accurate copies of (A) the most recent annual report on Form 5500 required to have been filed with the IRS for each Employee Plan, including all schedules thereto; (B) the most recent determination letter, if any, from the IRS for any Employee Plan that is intended to qualify under Section 401(a) of the Code; (C) the current plan documents and summary plan descriptions, or a written description of the terms of any material Employee Plan that is not in writing; (D) any related trust agreements, insurance contracts, insurance policies or other documents of any funding arrangements; and (E) any notices to or from the IRS or any office or representative of the DOL or any similar Governmental Authority relating to any compliance issues in respect vesting of any such Employee Plan. With respect to each material International Employee Plan, to the extent applicable, the Company has made available to Parent (x) the most recent annual report or similar compliance documents required to be filed with any Governmental Authority with respect to such plan (y) the plan documents or a written description of the terms of any International Employee Plan that is not in writing and (z) any document comparable to the determination letter reference under clause (B) of the prior sentence issued by a Governmental Authority relating to the satisfaction of Law necessary to obtain the most favorable tax treatmentbenefits.

Employee Plans. (a) Section 4.18(aSections 3.18(a)(i) and 3.18(a)(ii) of the Company Disclosure Letter sets Letter, respectively, set forth a complete and accurate list of each material Employee Plan. For purposes of this Agreement, “Employee Plan” means each (i) all “employee benefit planplans” (as defined in Section 3(3) of ERISA), whether or not subject to ERISA and (ii) all other material employment, bonus, stock option, stock purchase or other equity-based, benefit, incentive compensation, profit sharing, savings, retirement (including early retirement and supplemental retirement), disability, insurance, vacation, incentive, deferred compensation, supplemental retirement (including termination indemnities and seniority payments), severance, termination, retention, change of control and other similar fringe, welfare or other employee benefit planplans, programprograms, agreement, contractcontracts, policy policies or binding arrangement arrangements (whether or not in writing) maintained or contributed to for the benefit of or relating to any current or former employee or director of the Company, any of its Subsidiaries or any other trade or business (whether or not incorporated) which would be treated as a single employer with the Company or any of its Subsidiaries under Section 414 of the Code (an “ERISA Affiliate”), or with respect to which the Company or any of its Subsidiaries has any current material Liabilityliability, contingent or otherwise (together the “Employee Plans”). With respect to each Employee Plan, other than an Employee Plan that is maintained in any non-U.S. jurisdiction primarily for the benefit of persons substantially all of whom are non-resident aliens (the “International Employee Plans”), to the extent applicable the Company has made available to Parent Newco complete and accurate copies of (A) the most recent annual report on Form 5500 required to have been filed with the IRS for each Employee Plan, including all schedules thereto; (B) the most recent determination letter, if any, from the IRS for any Employee Plan that is intended to qualify under Section 401(a) of the Code; (C) the current plan documents and summary plan descriptions, or a written description of the terms of any material Employee Plan that is not in writing; (D) any related trust agreements, insurance contracts, insurance policies or other documents of any funding arrangements; and (E) any notices to or from the IRS or any office or representative of the DOL or any similar Governmental Authority relating to any compliance issues in respect of any such Employee Plan. With ; and (F) with respect to each material Employee Plan that is maintained in any non-U.S. jurisdiction (the “International Employee PlanPlans”), to the extent applicable, the Company has made available to Parent (x) the most recent annual report or similar compliance documents required to be filed with any Governmental Authority with respect to such plan and (y) the plan documents or a written description of the terms of any International Employee Plan that is not in writing and (z) any document comparable to the determination letter reference under clause (B) of the prior sentence above issued by a Governmental Authority relating to the satisfaction of Law law necessary to obtain the most favorable tax treatment. All contributions, premiums and other payments required to be made with respect to any Employee Plan have been timely made, accrued or reserved for and no Employee Plan has any unfunded liability that has not been fully accrued. (b) No Employee Plan is, and neither the Company nor any of its ERISA Affiliates has any current or potential liability with respect to, (i) a “multiemployer plan” (as defined in Section 3(37) of ERISA), (ii) a “multiple employer plan” (as defined in Section 4063 or 4064 of ERISA) or (iii) subject to Section 302 of Title I of ERISA, Section 412 of the Code or Title IV of ERISA. (c) Each Employee Plan has been maintained, funded, operated and administered in all material respects in accordance with its terms and with all applicable law, including the applicable provisions of ERISA, the Code and any applicable regulatory guidance issued by any Governmental Authority. (d) No Employee Plan in existence prior to January 1, 2005 that is a “nonqualified deferred compensation plan” (as defined for purposes of Section 409A(d)(1) of the Code) and not subject to Section 409A of the Code has been materially modified (as defined under Section 409A of the Code) since October 3, 2004 and all Employee Plans subject to Section 409A of the Code have been operated and administered in good faith compliance with Section 409A of the Code from the period beginning December 31, 2004 through the date hereof. (e) As of the date hereof, there are no material Legal Proceedings pending or, to the Knowledge of the Company, threatened on behalf of or against any Employee Plan, the assets of any trust under any Employee Plan, or the plan sponsor, plan administrator or any fiduciary or any Employee Plan with respect to the administration or operation of such plans, other than routine claims for benefits that have been or are being handled through an administrative claims procedure. (f) None of the Company, any of its Subsidiaries, or, to the Knowledge of the Company, any of their respective directors, officers, employees or agents has, with respect to any Employee Plan, engaged in or been a party to any non-exempt “prohibited transaction,” as such term is defined in Section 4975 of the Code or Section 406 of ERISA, which could reasonably be expected to result in the imposition of a material penalty assessed pursuant to Section 502(i) of ERISA or a material tax imposed by Section 4975 of the Code, in each case applicable to the Company, any of its Subsidiaries or any Employee Plan or for which the Company or any of its Subsidiaries has any indemnification obligation. (g) No Employee Plan that is a “welfare benefit plan” within the meaning of Section 3(1) of ERISA provides post-termination or retiree life insurance, health or other welfare benefits to any person, except as may be required by Section 4980B of the Code or any similar law. (h) Each Employee Plan that is intended to be “qualified” under Section 401(a) of the Code has received a favorable determination letter from the IRS to such effect and, to the Knowledge of the Company, no fact, circumstance or event has occurred or exists that would reasonably be expected to materially and adversely affect the qualified status of any such Employee Plan.

Employee Plans. (a) Section 4.18(a) of Except as set forth in Schedule 2.18(a), neither the Company Disclosure Letter sets forth a complete nor any of its Subsidiaries sponsors or maintains or has any liability or obligation with respect to, and accurate list at any time during the past five years or, if longer, for any period for which an applicable statute of each material Employee Plan. For purposes of this Agreementlimitations has not expired, “Employee Plan” means each (i) “has not sponsored, maintained or had any liability or obligation with respect to, any "employee benefit plan” (," as defined in under Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), whether or not subject to ERISA and (ii) any other employmentbonus, bonuspension, stock option, stock purchase or other equity-basedpurchase, benefit, incentive compensationwelfare, profit profit-sharing, savings, retirement (including early retirement and supplemental retirement), disability, vacation, severance, hospitalization, insurance, vacation, incentive, deferred compensation, supplemental retirement (including termination indemnities and seniority payments), severance, termination, retention, change of control compensation and other similar fringe, welfare fringe or other employee benefit planplans, programfunds, agreementprograms or arrangements, contractwhether written or oral ("Employee Plans"), policy or binding arrangement (whether or not in writing) each of the foregoing cases which cover, are maintained or contributed to for the benefit of of, or relating relate to any or all current or former employee or director employees of the Company. Schedule 2.18(a) sets forth a true and complete list of all Employee Plans which cover, are maintained for the benefit of, or relate to any or all employees of the Seller or its affiliates who are assigned to or perform services primarily for the business of the Company or its Subsidiaries or any other trade or (the "Business Employees," and such Employee Plans hereinafter referred to as the "Seller Plans"). For purposes of determining Business Employees, a person shall be deemed to be performing services primarily for the business (whether or not incorporated) which would be treated as a single employer with of the Company or any of its Subsidiaries under Section 414 if such person spends at least 50% of their working time in the conduct of the Code (an “ERISA Affiliate”), or with respect to which business of operations of the Company or its Subsidiaries. (b) The Company and its Subsidiaries have no current or former employees. Schedule 2.18(b) sets forth a true and complete list showing the names of all Business Employees. Except as set forth on Schedule 2.18(b), there are no contracts, agreements, plans or arrangements covering any Business Employee with "change of control", severance or similar provisions that would be triggered as a result of the consummation of this Agreement or that could otherwise result in liability to the Company or its Subsidiaries. To the Seller's and the Company's knowledge, no Business Employee is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with the use of such employee's efforts to promote the interests of the Company or the Buyer or that would conflict with the Company's or its Subsidiaries' business as conducted or proposed to be conducted. (c) None of the employees who provide services to the Company or its Subsidiaries are covered by collective bargaining agreements and, to the Seller's knowledge, there are no union or labor organization efforts respecting such employees. (d) Neither the Company nor any of its Subsidiaries has will have any current material Liability. With respect to each Employee Plan, other than an Employee Plan that is maintained in any non-U.S. jurisdiction primarily for the benefit of persons substantially all of whom are non-resident aliens (the “International Employee Plans”), to the extent applicable the Company has made available to Parent complete and accurate copies of (A) the most recent annual report on Form 5500 required to have been filed with the IRS for each Employee Plan, including all schedules thereto; (B) the most recent determination letter, if any, from the IRS for any Employee Plan that is intended to qualify under Section 401(a) of the Code; (C) the current plan documents and summary plan descriptions, or a written description of the terms of any material Employee Plan that is not in writing; (D) any related trust agreements, insurance contracts, insurance policies or other documents of any funding arrangements; and (E) any notices to or from the IRS or any office or representative of the DOL or any similar Governmental Authority relating liability to any compliance issues in respect person for compensation pursuant to employment or termination of any such Employee Plan. With respect to each material International Employee Plan, to employment as a result of consummating the extent applicable, the Company has made available to Parent (x) the most recent annual report or similar compliance documents required to be filed with any Governmental Authority with respect to such plan (y) the plan documents or a written description of the terms of any International Employee Plan that is not in writing and (z) any document comparable to the determination letter reference under clause (B) of the prior sentence issued transactions contemplated by a Governmental Authority relating to the satisfaction of Law necessary to obtain the most favorable tax treatmentthis Agreement.

Employee Plans. (a) Section 4.18(a2.18(a)(i) and Section 2.18(a)(ii) of the Company Disclosure Letter sets Schedule, respectively, set forth a complete and accurate list of each material Employee Plan. For purposes of this Agreement, “Employee Plan” means each (i) all “employee benefit planplans” (as defined in Section 3(3) of ERISA), whether or not subject to ERISA and (ii) all other employment, bonus, stock option, stock purchase or other equity-based, benefit, incentive compensation, profit sharing, savings, retirement (including early retirement and supplemental retirement), disability, insurance, vacation, incentive, deferred compensation, supplemental retirement (including termination indemnities and seniority payments), severance, termination, retention, change of control and other similar fringe, welfare or other employee material benefit planor compensation plans, programprograms, agreement, contractcontracts, policy policies or binding arrangement arrangements (whether or not in writing) maintained maintained, sponsored or contributed to for the benefit of or relating required to any current or former employee or director of the Company, any of its Subsidiaries or any other trade or business (whether or not incorporated) which would be treated as a single employer with contributed to by the Company or any of its Subsidiaries under Section 414 of the Code (an “ERISA Affiliate”)Subsidiaries, or with respect to which the Company or any of its Subsidiaries has or could reasonably be expected to have any current material Liabilityliability or obligation (together the “Employee Plans”). With respect to each Employee Plan, other than an Employee Plan that is maintained in any non-U.S. jurisdiction primarily for the benefit of persons substantially all of whom are non-resident aliens (the “International Employee Plans”), to the extent applicable the Company has made available to Parent complete and accurate copies of (A) the most recent annual report on Form 5500 required to have been filed with the IRS for each Employee Plan, including all schedules thereto; (B) the most recent determination or opinion letter, if any, from the IRS for any Employee Plan that is intended to qualify under Section 401(a) of the Code; (C) the current plan documents and summary plan descriptions, or a written description of the terms of any material Employee Plan that is not in writing; (D) any related trust agreements, insurance contracts, insurance policies or other documents of any funding arrangements; and (E) any notices material correspondence to or from the IRS or any office or representative of the DOL or any similar Governmental Authority relating to any compliance issues in respect of any such Employee Plan. With the Pension Benefit Guaranty Corporation; and (F) with respect to each material International Employee PlanPlan that is maintained in any non-U.S. jurisdiction, to the extent applicable, the Company has made available to Parent (x) the most recent annual report or similar compliance documents required to be filed with any Governmental Authority with respect to such plan and (y) the plan documents or a written description of the terms of any International Employee Plan that is not in writing and (z) any document comparable to the determination letter reference under clause (B) of the prior sentence above issued by a Governmental Authority relating to the satisfaction of Law law necessary to obtain the most favorable tax treatment. (b) Except as set forth in Section 2.18(b) of the Company Disclosure Schedule, no Employee Plan is, and neither the Company nor any other trade or business (whether or not incorporated) which is or was at any relevant time treated as a single employer with the Company or any of its Subsidiaries under Section 414 of the Code (an “ERISA Affiliate”) maintains, is required to contribute to or has any current or potential liability or obligation under or with respect to, (i) a “multiemployer plan” (as defined in Section 3(37) of ERISA), (ii) a “multiple employer plan” (as defined in Section 4063 or 4064 of ERISA), (iii) any plan that is or was subject to Section 302 of ERISA, Section 412 of the Code or Title IV of ERISA, (iv) a “multiple employer welfare arrangement” (as defined in Section 3(40) of ERISA), or (v) a plan or arrangement that provides for post-retirement or post-termination medical, life insurance or other welfare-type benefits (other than as required by COBRA or under a similar state law). (c) Each Employee Plan has been maintained, operated, funded and administered in all material respects in compliance with its terms and with all applicable law, including the applicable provisions of ERISA and the Code. (d) Except as set forth in Section 2.18(d) of the Company Disclosure Schedule, there are no Legal Proceedings pending or, to the Knowledge of the Company, threatened on behalf of or against any Employee Plan, the assets of any trust under any Employee Plan, or the plan sponsor, plan administrator or any fiduciary or any Employee Plan, other than routine claims for benefits. (e) None of the Company, any of its Subsidiaries, or, to the Knowledge of the Company, any of their respective directors, officers, employees or agents has, with respect to any Employee Plan, engaged in or been a party to any non-exempt “prohibited transaction,” as such term is defined in Section 4975 of the Code or Section 406 of ERISA, which could reasonably be expected to result in the imposition of a material penalty assessed pursuant to Section 502(i) of ERISA or a material tax imposed by Section 4975 of the Code, in each case applicable to the Company, any of its Subsidiaries or any Employee Plan or for which the Company or any of its Subsidiaries has any indemnification obligation. (f) Except as set forth in Section 2.18(f) of the Company Disclosure Schedule: (i) each Employee Plan that is intended to be “qualified” under Section 401 of the Code has received a current favorable determination letter from the IRS to such effect and, to the Knowledge of the Company, no fact, circumstance or event has occurred or exists that would reasonably be expected to adversely affect the qualified status of such Employee Plan; (ii) all contributions, premiums and other payments with respect to any Employee Plan for any time period ending on or before the Effective Time have been properly made, accrued or reserved for; (iii) neither the Company nor any of its Subsidiaries has any current or contingent liability or obligation under any “employee benefit plan” (as defined in Section 3(3) of ERISA) on account of any ERISA Affiliate; and (iv) except as required by applicable law or this Agreement, no condition or term under any relevant Employee Plan exists which would prevent Parent or the Surviving Corporation or any of its Subsidiaries from terminating or amending any Employee Plan without material liability to Parent or the Surviving Corporation or any of its Subsidiaries. (g) Except as set forth in Section 2.18(g) of the Company Disclosure Schedule, neither the execution or delivery of this Agreement by the Company nor the consummation of the Merger, alone or in combination with any other event, will (i) result in any payment or benefit becoming due or payable, or required to be provided, to any current or former director, employee or independent contractor of the Company or any of its Subsidiaries; (ii) increase in any material respect the amount or value of any benefit or compensation otherwise payable or required to be provided to any such director, employee or independent contractor; (iii) result in the acceleration of the time of payment, vesting or funding of any such benefit or compensation; or (iv) obligate the Company to make any payment to any individual that would be a “parachute payment” to a “disqualified individual” (as defined in Section 280G of the Code). Neither the Company nor any of its Subsidiaries has any indemnity obligation on or after the Effective Time for any Taxes imposed under Section 4999 or 409A of the Code. All Employee Plans have been established and operated in a manner that will not subject any “service provider” to tax or penalty under Section 409A of the Code. No amounts previously deducted are subject to disallowance under Section 162(m) of the Code.

Employee Plans. (ai) Section 4.18(a3.1(gg)(i) of the Company Disclosure Letter sets forth a complete lists and accurate list of each describes all material Employee PlanPlans. For purposes The Purchased Companies have furnished to the Purchaser true, correct and complete copies of such Employee Plans, most recent summary plan descriptions, the most recent actuarial reports, most recent financial statements and asset statements, all material IRS determination or opinion letters (if applicable), and all material correspondence with any Governmental Entities or other relevant Persons (including in respect of any pending action, investigation, examination or claim relating to any Purchased Company) within the past three years. No changes or events have occurred or are reasonably expected to occur which would adversely affect the information contained in the actuarial reports, financial statements or asset statements required to be provided to the Purchaser pursuant to this Agreementprovision. (ii) The Purchased Companies do not maintain, “sponsor, or contribute to, are not required to contribute to, and do not have any liabilities under or with respect to, and no Employee Plan” means each Plan is: (i) a Multiemployer Plan, (ii) a “employee defined benefit plan” (as such term is defined in Section 3(33(35) of ERISA) or a plan that is or was subject to Title IV of ERISA or Section 412 of the Code, (iii) a “multiple employer plan” (within the meaning of Section 210 of ERISA or Section 413(c) of the Code), or (iv) a “multiple employer welfare arrangement” (as such term is defined in Section 3(40) of ERISA). Except as set forth on Section 3.1(gg)(ii) of the Disclosure Letter, whether or the Purchased Companies do not subject have and no Employee Plan provides any liabilities with respect to ERISA and (ii) other employment, bonus, stock option, stock purchase the provision of health or other equity-based, benefit, incentive compensation, profit sharing, savings, retirement (including early retirement and supplemental retirement), disability, insurance, vacation, incentive, deferred compensation, supplemental retirement (including termination indemnities and seniority payments), severance, termination, retention, change of control and other similar fringe, welfare benefits to former employees or other employee benefit planterminated service providers of any of the Purchased Companies or any other Person other than health continuation coverage pursuant to COBRA for which the recipient pays the full premium cost. The Purchased Companies have complied in all material respects, programand are in material compliance with, agreementthe requirements of COBRA. (iii) All Employee Plans have been established, contractadministered and operated, policy or binding arrangement (whether or not in writing) maintained or contributed to for all material respects, in accordance with all Laws. To the benefit knowledge of or relating to any current or former employee or director of the Sellers, neither the Company, nor any of its Subsidiaries agents or delegates, has breached any other trade or business (whether or not incorporated) which would be treated as a single employer with the Company or any of its Subsidiaries under Section 414 of the Code (an “ERISA Affiliate”), or fiduciary obligation with respect to which the Company administration or investment of any of its Subsidiaries has any current material Liability. With respect to each Employee Plan, other than an Employee Plan that is maintained in any non-U.S. jurisdiction primarily for the benefit of persons substantially all of whom are non-resident aliens (the “International Employee Plans”), to the extent applicable the Company has made available to Parent complete and accurate copies of (A) the most recent annual report on Form 5500 required to have been filed with the IRS for each Employee Plan, including all schedules thereto; (B) the most recent determination letter, if any, from the IRS for any . Each Employee Plan that is intended to qualify be qualified under Section 401(a) of the Code; (C) Code has received a favorable determination letter from the current plan documents and summary plan descriptionsInternal Revenue Service or is a pre-approved plan, or the sponsor of which was received a written description favorable opinion letter from the Internal Revenue Service on the form of the terms of any material such Employee Plan that such form of plan is not in writing; (D) any related trust agreementsso qualified and, insurance contracts, insurance policies or other documents of any funding arrangements; and (E) any notices to or from the IRS or any office or representative knowledge of the DOL Sellers, there are no facts or any similar Governmental Authority relating circumstances that are reasonably expected to any compliance issues in respect adversely affect the qualification of any such Employee Plan. With No Proceeding with respect to any Employee Plan (other than routine claims for benefits) is pending or, to the knowledge of the Sellers, threatened. (iv) Each Purchased Company with an Employee Plan has made all contributions and paid all premiums in respect of each material International Employee Plan in a timely fashion in accordance with the terms of each Employee Plan and applicable Laws. Each such Purchased Company has paid all contributions and premiums required to be made for the period up to the Closing Date or has properly accrued such amounts in the Books and Records. (v) None of the Employee Plans provide for retiree benefits or for benefits to retired employees or to the beneficiaries or dependents of retired employees except as may be required by COBRA or other applicable state Laws. (vi) Subject to the requirements of applicable Laws, no provision of any Employee Plan or of any agreement, and no act or omission of any Purchased Company, in any way limits, impairs, modifies or otherwise affects the right of such Purchased Company to unilaterally amend or terminate any Employee Plan, and no commitments to improve or otherwise amend any Employee Plan have been made. (vii) Except as set forth on Section 3.1(gg)(vii) of the extent applicableDisclosure Letter, the execution and delivery of, and performance by the Seller of, this Agreement and the consummation of the transactions contemplated by it will not (i) accelerate the time of payment or vesting under any Employee Plan, other than as required by Laws in connection with the termination of such Employee Plans as contemplated by this Agreement and the consummation of the transactions contemplated hereunder, (ii) result in an obligation to fund (through a trust or otherwise) any compensation or benefits under any Employee Plan, (iii) increase any amount payable under any Employee Plan or (iv) result in the acceleration of any other material obligation pursuant to any Employee Plan. (viii) Only current or former employees, directors or consultants (or any spouses, dependents, survivors or beneficiaries of any such current or former employees, directors or consultants) of a Purchased Company are entitled to participate in the Employee Plans and no entity other than such Purchased Company is a participating employer under any Employee Plan. (ix) None of the Purchased Companies is party to any agreement, contract, arrangement or plan that has made available resulted or could result, separately or in the aggregate, in the payment of any “excess parachute payment” within the meaning of Code Section 280G (or any corresponding provision of state, local or non-U.S. Tax law) in connection with the Agreement. None of the Purchased Companies has any obligation to Parent (x) the most recent annual report gross-up, indemnify or similar compliance documents required to be filed with otherwise reimburse any Governmental Authority individual with respect to such plan (y) the plan documents any Taxes, including those imposed under Sections 4999 or a written description 409A of the terms of any International Employee Plan that is not in writing and (z) any document comparable to the determination letter reference under clause (B) of the prior sentence issued by a Governmental Authority relating to the satisfaction of Law necessary to obtain the most favorable tax treatmentCode.

Employee Plans. (a) Section 4.18(a3.18(a) of the Company Disclosure Letter sets forth a true, correct and complete and accurate list of each all material Employee PlanPlans. For purposes of this Agreement, the term “Employee PlanPlans” means each (i) all “employee benefit planplans” (as defined in within the meaning of Section 3(3) of ERISA), whether or not subject to ERISA ERISA, including multiemployer plans within the meaning of Section 3(37) of ERISA; and (ii) all other employment, bonus, stock option, stock purchase or other equity-based, benefit, incentive compensation, profit sharing, savings, retirement (including early retirement and supplemental retirement), disability, insurance, vacation, incentive, deferred compensation, supplemental retirement (including termination indemnities and seniority payments), severance, termination, retention, change of control control, employee loan, and other similar fringe, welfare or other compensation or employee benefit planplans, programprograms, agreementagreements, contractcontracts, policy policies or binding arrangement arrangements (whether or not in writingwriting)(A) that are sponsored, maintained or contributed to (or required to be contributed to) for the benefit of or relating to any current or former employee employee, director or director independent contractor of the Company, any of its Subsidiaries or any other trade or business (whether or not incorporated) which that would be treated as a single employer with the Company or any of its Subsidiaries under pursuant to Section 414 of the Code (an “ERISA Affiliate”), ; or (B) with respect to which the Company or any of its Subsidiaries has any current material Liabilityliability, contingent or otherwise. With respect to each Employee Plan, Plan set forth on Section 3.18(a) of the Company Disclosure Letter other than an Employee Plan that is maintained in any non-U.S. jurisdiction primarily for the benefit of persons substantially all of whom are non-resident aliens (the “International Employee Plans”)Plan, to the extent applicable applicable, the Company has made available to Parent true, correct and complete and accurate copies of (Aor, to the extent no such copy exists, an accurate description thereof, to the extent applicable) (1) the most recent annual report on Form 5500 required to have been filed with the IRS for each Employee Plan, including all schedules theretothereto and any audited financial statements and actuarial valuation reports; (B2) the most recent determination letter, if any, from the IRS for any Employee Plan that is intended to qualify under pursuant to Section 401(a) of the CodeCode or, if such Employee Plan is a prototype plan, the opinion or notification letter which covers each such Employee Plan, if applicable; (C3) the current plan documents documents, including all amendments thereto, and summary plan descriptions, or a written description descriptions and summaries of the terms of any material Employee Plan that is not in writingmodifications; (D4) any related trust agreements, insurance contracts, insurance policies or other documents of any funding arrangements; and (E5) any notices to or from the IRS or any office or representative of the DOL United States Department of Labor or any similar Governmental Authority relating to any material compliance issues in respect of any such Employee Plan. With respect to each material Employee Plan that is maintained in any non-United States jurisdiction or covers any employee residing or working outside the United States (each, an “International Employee Plan”), to the extent applicable, the Company has made available to Parent true, correct and complete copies of (xa) the most recent annual report or similar compliance documents required to be filed with any Governmental Authority with respect to such plan plan; (y) the plan documents or a written description of the terms of any International Employee Plan that is not in writing and (zb) any document comparable to the determination letter reference under referenced pursuant to clause (B2) of the prior sentence above issued by a Governmental Authority relating to the satisfaction of Law necessary to obtain the most favorable tax treatment, (c) the plan documents, including all amendments thereto, and any legally required summaries thereof; (d) any related trust agreements, insurance contracts, insurance policies or other documents of any funding arrangements; and (e) any notices to or from any Governmental Authority relating to any material compliance issues in respect of any such International Employee Plan.

Employee Plans. (a) No TriCo Plan is a “multiemployer plan” as defined in Section 4.18(a3(37) of ERISA or a “multiple employer plan,” within the Company Disclosure Letter sets forth a complete meaning of Section 210 of ERISA or Section 413 of the Code and accurate list neither TriCo nor any of each material Employee its Subsidiaries has contributed to, or had any obligation to contribute to, any such plan or arrangement in the previous seven years. (b) No TriCo Plan is an “employee pension benefit plan” as defined in Section 3(2) of ERISA that is or was at any time subject to Title IV of ERISA or Section 302 of ERISA or Section 412 of the Code, and neither Trico nor any of its Subsidiaries has contributed to, or had any obligation to contribute to, any such employee pension benefit plan in the previous seven years. (c) Other than routine claims for benefits, including those relating to qualified domestic relations orders, there are no pending or, to the Knowledge of TriCo, threatened lawsuits, governmental investigations or other claims against or involving any TriCo Plan. , or, to the Knowledge of TriCo, any fiduciary (within the meaning of Section 3(21)(A) of ERISA) or service provider of any Plan, nor, to the Knowledge of TriCo, is there any reasonable basis for any such lawsuit, investigation or claim. (d) For purposes of this AgreementSection 4.21, “Employee TriCo Plan” means shall mean each (i) “employee benefit plan” (as defined in Section 3(3) of ERISA)pension, whether or not subject to ERISA and (ii) other employmentretirement, bonusprofit-sharing, savings, deferred compensation, stock option, restricted stock purchase or other equity-basedbased compensation, benefitseverance, retention, change in control, termination, bonus, incentive compensation, profit sharingfringe benefit, savingsvacation, retirement (including early retirement and supplemental retirement)life insurance, disability, insurance, vacation, incentive, deferred compensationaccident, supplemental retirement (including termination indemnities and seniority payments)benefit, severancewelfare, terminationmedical, retentiondental, change of control and other similar fringevision, welfare education reimbursement, compensation or other employee benefit plan, program, policy, arrangement or agreement, contractincluding, policy or binding arrangement but not limited to, each “employee benefit plan” (within the meaning of Section 3(3) of ERISA, whether or not in writing) maintained or subject to ERISA), that is maintained, sponsored, contributed to for the benefit of or relating required to any current or former employee or director be contributed to as of the Company, any date of its Subsidiaries or any other trade or business (whether or not incorporated) which would be treated as a single employer with the Company or any of its Subsidiaries under Section 414 of the Code (an “ERISA Affiliate”), this Agreement or with respect to which the Company TriCo or any of its Subsidiaries has any current material Liability. With respect to each Employee Planliability or obligation, contingent or otherwise, including by reason of being or having been treated as a “single employer” with any other than an Employee Plan that is maintained in any non-U.S. jurisdiction primarily for trade or business within the benefit meaning of persons substantially all Section 4001 of whom are non-resident aliens (the “International Employee Plans”ERISA or Sections 414(b), to the extent applicable the Company has made available to Parent complete and accurate copies of (Ac), (m) the most recent annual report on Form 5500 required to have been filed with the IRS for each Employee Plan, including all schedules thereto; or (B) the most recent determination letter, if any, from the IRS for any Employee Plan that is intended to qualify under Section 401(ao) of the Code; (C) the current plan documents and summary plan descriptions, or a written description of the terms of any material Employee Plan that is not in writing; (D) any related trust agreements, insurance contracts, insurance policies or other documents of any funding arrangements; and (E) any notices to or from the IRS or any office or representative of the DOL or any similar Governmental Authority relating to any compliance issues in respect of any such Employee Plan. With respect to each material International Employee Plan, to the extent applicable, the Company has made available to Parent (x) the most recent annual report or similar compliance documents required to be filed with any Governmental Authority with respect to such plan (y) the plan documents or a written description of the terms of any International Employee Plan that is not in writing and (z) any document comparable to the determination letter reference under clause (B) of the prior sentence issued by a Governmental Authority relating to the satisfaction of Law necessary to obtain the most favorable tax treatment.

Employee Plans. (a) Section 4.18(a4.10(a) of the Company Parent Disclosure Letter sets forth a complete and accurate list of each all Parent Employee Benefit Plans. There are no Parent Employee Benefit Plans established, maintained, adopted, participated in, sponsored, contributed or required to be contributed to, provided, promised to provide, terminated by, or resulting in any material Employee Plan. For purposes of this Agreement, “Employee Plan” means each (i) “employee benefit plan” (as defined in Section 3(3) of ERISA), whether or not subject liability to ERISA and (ii) other employment, bonus, stock option, stock purchase or other equity-based, benefit, incentive compensation, profit sharing, savings, retirement (including early retirement and supplemental retirement), disability, insurance, vacation, incentive, deferred compensation, supplemental retirement (including termination indemnities and seniority payments), severance, termination, retention, change of control and other similar fringe, welfare or other employee benefit plan, program, agreement, contract, policy or binding arrangement (whether or not in writing) maintained or contributed to for the benefit of or relating to any current or former employee or director of the Company, any of its Subsidiaries Parent or any other trade or business (whether or not incorporated) entity with which would be treated as the Parent is considered a single employer with the Company or any of its Subsidiaries under Section 414 414(b), (c) or (m) of the Code (an “Parent ERISA AffiliateAffiliates”), or with respect to which the Company or any of its Subsidiaries has any current material Liability. . (b) With respect to each Parent Employee Benefit Plan, other than an Employee Plan that is maintained in any non-U.S. jurisdiction primarily for the benefit of persons substantially all of whom are non-resident aliens (the “International Employee Plans”), to the extent applicable the Company Parent has made available to the Company a true, correct and complete copy of: (i) each writing constituting a part of such Parent complete Employee Benefit Plan (including, but not limited to, the plan document(s), adoption agreement, prototype or volume submitter documents, trust agreement, annuity contract, third party administrative contracts, and accurate copies of (Ainsurance contracts) the most recent annual report on Form 5500 required to have been filed with the IRS for each Employee Plan, including and all schedules amendments thereto; (Bii) the three most recent Annual Reports (Form 5500 Series) including all applicable schedules, if required; (iii) the current summary plan description and any material modifications thereto, if required to be furnished under ERISA, or any written summary provided to participants with respect to any plan for which no summary plan description exists; (iv) the most recent determination letter (or if applicable, advisory or opinion letter) from the Internal Revenue Service, if any, from or if an application for a determination letter is pending, the IRS for application with all attachments; and (v) all notices given to such Parent Employee Benefit Plan, the Parent, or any Parent ERISA Affiliate by the Internal Revenue Service, Department of Labor, Pension Benefit Guarantee Corporation, or other governmental agency relating to such Parent Employee Benefit Plan. (c) Each Parent Employee Benefit Plan that is intended to qualify under be “qualified” within the meaning of Section 401(a), 401(f), or 403(a) of the Code; (C) the current plan documents and summary plan descriptions, or a written description of the terms of any material Employee Plan that is not in writing; (D) any related trust agreements, insurance contracts, insurance policies or other documents of any funding arrangements; and (E) any notices to or from the IRS or any office or representative of the DOL or any similar Governmental Authority relating to any compliance issues in respect of any such Employee Plan. With respect to each material International Employee PlanCode and, to the extent applicable, Section 401(k) of the Company Code (“Qualified Parent Employee Benefit Plan”), has received a favorable determination letter or opinion from the Internal Revenue Service that has not been revoked and on which Parent is currently entitled to rely, and no event has occurred and no condition exists that could reasonably be expected to adversely affect the qualified status of any such Parent Employee Benefit Plan. The trusts established under the Qualified Parent Employee Benefit Plans are exempt from federal income taxes under Section 501(a) of the Code. All assets of any Parent Employee Benefit Plan consist of cash, actively traded securities or other assets reasonably acceptable to the Company. (d) Parent has (i) filed or caused to be filed all returns and reports on the Parent Employee Benefit Plans that it and/or any such plan are required to file and (ii) paid or made adequate provision for all fees, interest, penalties, assessments or deficiencies that have become due pursuant to those returns or reports or pursuant to any assessment or adjustment that has been made relating to those returns or reports. All other fees, interest, penalties and assessments that are payable by or for Parent have been timely reported, fully paid and discharged. There are no unpaid fees, penalties, interest or assessments due from Parent or from any other person or entity relative to any Parent Employee Benefit Plan. Parent has collected or withheld all amounts that are required to be collected or withheld by it to discharge its obligations, and all of those amounts have been paid to the appropriate governmental authority or set aside in appropriate accounts for future payment when due. (e) No Parent Employee Welfare Benefit Plan is funded. (f) Each Parent Employee Benefit Plan has been operated and administered in all material respects in accordance with its terms. All contributions required to be made to any Parent Employee Benefit Plan (or to any person pursuant to the terms thereof) have been made or the amount of such payment or contribution obligation has been reflected in the Parent SEC Reports which are publicly available prior to the date of this Agreement. All such contributions representing participant contributions have been made within the time required by Department of Labor regulation section 2510.3-102. (g) Parent and the Parent Subsidiaries have complied, and are now in compliance, in all material respects, with all provisions of ERISA, the Code and all laws and regulations applicable to the Parent Employee Benefit Plans. Neither Parent nor any Parent Subsidiary has engaged in any prohibited transaction, within the meaning of Section 4975 of the Code or Section 406 of ERISA, as a fiduciary or party in interest with respect to any Parent Employee Benefit Plan, and, to the knowledge of Parent or any Parent Subsidiary, (x) the most recent annual report or similar compliance documents required to be filed with any Governmental Authority no prohibited transaction has occurred with respect to such plan any Parent Employee Benefit Plan and (y) no fiduciary has any liability for breach of fiduciary duty or any other failure to act or comply in connection with the plan documents administration or a written description investment of the terms assets of any International Parent Employee Benefit Plan. (h) Neither Parent nor any Parent ERISA Affiliate has ever established, maintained, contributed to, or had an obligation to contribute to, any Parent Employee Benefit Plan that is not a “multiemployer plan,” as that term is defined in writing and Section 3(37) of ERISA, a multiple employer plan (z) any document comparable to within the determination letter reference under clause (Bmeaning of Section 413(c) of the prior sentence issued by Code) or a Governmental Authority relating multiple employer welfare arrangement (as defined in Section 3(40) of ERISA) or is subject to Title IV of ERISA or Section 412 of the Code. (i) Parent and Parent Subsidiaries have not offered to provide life, health or medical benefits or insurance coverage to any individual, or to the satisfaction family members of Law necessary any individual, for any period extending beyond the termination of the individual’s employment, except to obtain the most favorable extent required by the COBRA provisions in ERISA and the Code or any similar provisions of state law. (j) The consummation of the transactions contemplated by this Agreement will not, either alone or in connection with termination of employment, (i) entitle any current or former employee, independent contractor, director, or officer of the Parent or the Parent Subsidiaries to severance pay, any change in control payment or any other material payment, except as expressly provided in this Agreement, (ii) accelerate the time of payment or vesting, change the form or method of payment, or increase the amount of compensation due, any such employee, independent contractor, director, or officer or (iii) entitle any such employee, independent contractor, director or officer to any gross-up or similar material payment in respect of the excise tax treatmentdescribed in Section 4999 of the Code. Neither Parent nor any Parent Subsidiary has taken any action that would result in its incurring any obligation for any payments or benefits described in subsections (i), (ii) or (iii) of this Section 4.10(j) (without regard to whether the transactions contemplated by this Agreement are consummated) except to the extent required in a written plan, contract or agreement in existence as of the date of this Agreement. (k) There are no suits, actions, proceedings, investigations, claims or orders pending or, to the knowledge of Parent, threatened against the Parent, any Parent Subsidiary or any Parent Employee Benefit Plan related to any Parent Employee Benefit Plan (other than claims in the ordinary course of business). No Parent Employee Benefit Plan is subject to any ongoing audit, investigation, or other administrative proceeding of any governmental entity, and no Parent Employee Benefit Plan is the subject of any pending application for administrative relief under any voluntary compliance program or closing agreement program of the Internal Revenue Service or the Department of Labor. (l) Parent has the right to amend or terminate each Parent Employee Benefit Plan at any time without incurring any liability other than with respect to benefits that have already accrued under a Parent Employee Pension Benefit Plan. (m) Neither Parent nor any Parent ERISA Affiliate has a formal plan, commitment, or proposal, whether legally binding or not, nor has any of them made a commitment to employees, officers, directors, consultants or independent contractors to create any additional Parent Employee Benefit Plan or modify, change or terminate any existing Parent Employee Benefit Plan, and no such plan, commitment or proposal is under serious consideration. No events have occurred or are expected to occur with respect to any Parent Employee Benefit Plan that would cause a material change in the cost of providing the benefits under such plan or would cause a material change in the cost of providing for other liabilities of such plan.

Employee Plans. (a) Section 4.18(a3.18(a) of the Company Disclosure Letter sets forth a true, correct and complete and accurate list of each all material Employee PlanPlans. For purposes of this Agreement, the term “Employee PlanPlans” means each (i) all “employee benefit planplans” (as defined in within the meaning of Section 3(3) of ERISA), whether or not subject to ERISA ERISA, including multiemployer plans within the meaning of Section 3(37) of ERISA; and (ii) all other employment, bonus, stock option, stock purchase or other equity-based, benefit, incentive compensation, profit sharing, savings, retirement (including early retirement and supplemental retirement), disability, insurance, vacation, incentive, deferred compensation, supplemental retirement (including termination indemnities and seniority payments), severance, termination, retention, change of control control, employee loan, and other similar fringe, welfare or other compensation or employee benefit planplans, programprograms, agreementagreements, contractcontracts, policy policies or binding arrangement arrangements (whether or not in writing) (A) that are sponsored, maintained or contributed to (or required to be contributed to) for the benefit of or relating to any current or former employee employee, director or director independent contractor of the Company, any of its Subsidiaries or any other trade or business (whether or not incorporated) which that would be treated as a single employer with the Company or any of its Subsidiaries under pursuant to Section 414 of the Code (an “ERISA Affiliate”), ; or (B) with respect to which the Company or any of its Subsidiaries has any current material Liabilityliability, contingent or otherwise, in each case, other than any plan, program or arrangement maintained by a Governmental Authority to which the Company or any of its Subsidiaries is required to contribute pursuant to applicable Law. With respect to each material Employee Plan, other than an Employee Plan that is maintained in any non-U.S. jurisdiction primarily for the benefit of persons substantially all of whom are non-resident aliens (the “a material International Employee Plans”)Plan, to the extent applicable applicable, the Company has made available to Parent true, correct and complete and accurate copies of (Aor, to the extent no such copy exists, an accurate description thereof, to the extent applicable) (1) the most recent annual report on Form 5500 required to have been filed with the IRS for each such Employee Plan, including all schedules theretothereto and any audited financial statements and actuarial valuation reports; (B2) the most recent determination letter, if any, from the IRS for any such Employee Plan that is intended to qualify under pursuant to Section 401(a) of the CodeCode or, if such Employee Plan is a prototype plan, the opinion or notification letter which covers each such Employee Plan, if applicable; (C3) the current plan documents documents, including all amendments thereto, and summary plan descriptions, or a written description descriptions and summaries of the terms of any material Employee Plan that is not in writingmodifications; (D4) any related trust agreements, insurance contracts, insurance policies or other documents of any funding arrangements; and (E5) any notices to or from the IRS or any office or representative of the DOL United States Department of Labor or any similar Governmental Authority relating to any material compliance issues in respect of any such Employee Plan; and (6) to the extent available, copies of any Code Section 280G calculations prepared (whether or not final) with respect to any employee, director or independent contractor of the Company or any of its Subsidiaries in connection with the transactions contemplated by this Agreement (together with the underlying documentation on which such calculations were based). With respect to each material Employee Plan that is maintained in any non-United States jurisdiction or covers any employee residing or working outside the United States (each, whether or not material, an “International Employee Plan”), to the extent applicable, the Company has made available to Parent true, correct and complete copies of (xa) the most recent annual report or similar compliance documents required to be filed with any Governmental Authority with respect to such plan plan; (y) the plan documents or a written description of the terms of any International Employee Plan that is not in writing and (zb) any document comparable to the determination letter reference under referenced pursuant to clause (B2) of the prior sentence above issued by a Governmental Authority relating to the satisfaction of Law necessary to obtain the most favorable tax treatment, (c) the plan documents, including all amendments thereto, and any legally required summaries thereof; (d) any related trust agreements, insurance contracts, insurance policies or other documents of any funding arrangements; and (e) any notices to or from any Governmental Authority relating to any material compliance issues in respect of any such International Employee Plan.

Employee Plans. (a) Section 4.18(a33(a) of the Company Disclosure Letter sets forth a complete lists all health, welfare, fringe benefit, dental, life insurance, supplemental unemployment benefit, bonus, profit sharing, option, insurance, incentive, incentive compensation, deferred compensation, share purchase, share compensation, disability, severance, termination, change of control, retirement, savings, pension or supplemental retirement plans and accurate list of other employee or director employment, compensation or benefit plans, policies, trusts, funds, arrangements, programs, practices, Contracts or other agreements, whether written or oral, including each material Employee Plan. For purposes of this Agreement, “Employee Plan” means each (i) “employee benefit plan” within the meaning of the U.S. Employee Retirement Income Security Act of 1974, as amended (as defined in Section 3(3) of “ERISA”), whether or not subject to ERISA and (iii) other employmentwhich are sponsored, bonus, stock option, stock purchase or other equity-based, benefit, incentive compensation, profit sharing, savings, retirement (including early retirement and supplemental retirement), disability, insurance, vacation, incentive, deferred compensation, supplemental retirement (including termination indemnities and seniority payments), severance, termination, retention, change of control and other similar fringe, welfare or other employee benefit plan, program, agreement, contract, policy or binding arrangement (whether or not in writing) maintained or contributed to for the benefit of by, or relating to any current or former employee or director of the Companybinding upon, any of its Subsidiaries or any other trade or business (whether or not incorporated) which would be treated as a single employer with the Company or any of its Subsidiaries under Section 414 for the benefit of directors or former directors of the Code (an “ERISA Affiliate”)Company or any of its Subsidiaries, Company Employees or former Company Employees, or with (ii) in respect to of which the Company or any of its Subsidiaries has any actual or potential liability (collectively, the “Employee Plans”), but excluding any statutory plans with which the Company is required to comply. (b) The Company has disclosed in the Data Room correct and complete copies of all the Employee Plans as amended, together with all related documentation including: (i) summary plan descriptions and summaries of material modifications; (ii) the most recent U.S. Internal Revenue Service (“IRS”) determination or opinion letter (if applicable); (iii) the most recent annual reports to any Governmental Entity and attached schedules (including on Form 5500); (iv) financial statements and asset statements (audited and unaudited); (v) funding and investment management agreements (including insurance policies), (vi) trust agreements; (vii) third party administrator contracts, (viii) material correspondence with any Governmental Entity or any other relevant Person, including the IRS, the U.S. Department of Labor (the “DOL”), the U.S. Pension Benefit Guaranty Corporation (the “PBGC”) and the U.S. Securities and Exchange Commission (the “SEC”); and (ix) all other written communications (or a description of all oral communications) by the Company or any of its Subsidiaries to current or former Company Employees or other Employee Plan beneficiaries concerning the extent of the benefits provided under any Employee Plan. No changes have occurred or are expected to occur which would materially affect the information contained in the financial statements or asset statements required to be provided to the Purchaser. (c) Each Employee Plan is and has been established, registered, qualified and, in all material Liabilityrespects, administered in accordance with Law (including, if applicable, ERISA and Section 401(a) of the Code) and in accordance with its terms, the terms of the material documents that support such Employee Plan and the terms of agreements between the Company and/or any of the Subsidiaries, as the case may be, and their respective employees and former employees who are members of, or beneficiaries under, the Employee Plan. No fact or circumstance exists which could adversely affect the registered status of any such Employee Plan. Each Employee Plan that is intended to be qualified within the meaning of Section 401(a) of the Code is so qualified and has received a favorable determination letter from the IRS to the effect that the Employee Plan satisfies the requirements of Section 401(a) of the Code and that its related trust is exempt from taxation under Section 501(a) of the Code, and there are no facts or circumstances that would reasonably be expected to cause the loss of such qualification. With respect to each Employee Plan, all reports, returns, notices and other than an Employee Plan that is maintained in any non-U.S. jurisdiction primarily for the benefit of persons substantially all of whom are non-resident aliens (the “International Employee Plans”), to the extent applicable the Company has made available to Parent complete and accurate copies of (A) the most recent annual report on Form 5500 documentation required to have been filed with or furnished to any Governmental Entity, including the IRS for each IRS, the DOL, the PBGC or the SEC, or to the participants or beneficiaries of such Employee Plan, have been filed or furnished on a timely basis. Each Employee Plan subject to Section 409A of the Code is in compliance in form and operation with Section 409A of the Code and the applicable guidance and regulations thereunder. Neither the Company, nor any of its agents or delegates, has breached any fiduciary obligation under ERISA with respect to the administration or investment of any Employee Plan. (d) All current obligations of the Company or any of its Subsidiaries regarding the Employee Plans have been satisfied. All contributions, (including all schedules thereto; (B) employer contributions and employee salary reduction contributions), premiums or taxes required to be made or paid by the most recent determination letterCompany or any of its Subsidiaries, as the case may be, under the terms of each Employee Plan or by Law in respect of the Employee Plans have been made in a timely fashion in accordance with Law in all respects and in accordance with the terms of the applicable Employee Plan, or if anynot required to have been paid as of the date of this Agreement, have been properly accrued on the financial statements in compliance with applicable accounting principles. No currently outstanding notice of underfunding, non-compliance or failure to be in good standing has been received by the Company or any of its Subsidiaries from the IRS for any applicable Governmental Entity in respect of any Employee Plan that is intended a pension or retirement plan. (e) With respect to qualify each Employee Plan, there are no pending investigations, audits, examinations or other proceedings, actions or claims initiated by any Governmental Entity (including any routine requests for information from the PBGC), or by any other party (other than routine claims for benefits) and there exists no state of facts which, after notice or lapse of time or both, would reasonably be expected to give rise to any such investigation, examination or other proceeding, action or claim or to affect the registration or qualification of any Employee Plan required to be registered or qualified. No written or oral communication has been received from the PBGC in respect of any Employee Plan concerning the funded status of any such plan or any transfer of assets and liabilities from any such plan in connection with the transactions contemplated herein. There are no audits or actions initiated pursuant to the U.S. Employee Plans Compliance Resolution System or similar proceedings pending with the IRS or DOL with respect to any Employee Plan, including with respect to any Employee Plan’s compliance with or exemption from Section 409A of the Code. (f) No Employee Plan is a “registered pension plan” as such term is defined in the Tax Act. (g) No non-exempt “prohibited transaction” within the meaning of Section 406 of ERISA or Section 4975 of the Code has occurred involving any Employee Plan. (h) None of the Employee Plans (other than pension plans, deferred profit sharing plans or group registered retirement plans) provide for retiree benefits or for benefits to retired employees or to the beneficiaries or dependants of retired employees, except as may be required under Law, including the U.S. Consolidate Omnibus Budget Reconciliation Act, and at the expense of the Company Employee or former Company Employee. (i) No provision of any Employee Plan, and no act or omission of the Company, in any way limits, impairs, modifies or otherwise affects the right of the Company to unilaterally amend or terminate any Employee Plan, and no commitments to improve or otherwise amend any Employee Plan have been made. (j) All employee data necessary to administer each Employee Plan in accordance with its terms and conditions and Law is in possession of the Company or its agents and such data is complete, correct, and in a form which is sufficient for the proper administration of each Employee Plan. (k) None of the Company, its Subsidiaries, or any of their respective ERISA Affiliates, sponsor, participate in or have any liability under, or have ever sponsored, participated in or had any liability under a defined benefit pension plan (including any such plan as defined in Section 401(a3(35) of the Code; ) or any plan subject to Section 412 of the Code or Section 302 of ERISA. For greater certainty, no Employee Plan contains a “defined benefit provision” as such term is defined in subsection 147.1(1) of the Tax Act. For purposes of this Agreement, an “ERISA Affiliate” is an entity that, together with the Company or any of its Subsidiaries, would be treated as a single employer under Section 4001 of ERISA or Section 414 of the Code. No Employee Plan is a “multiemployer plan” within the meaning of Section 4001(a)(3) of ERISA (C) a “Multiemployer Plan”), and none of the current plan documents and summary plan descriptionsCompany, its Subsidiaries or their ERISA Affiliates has at any time maintained or contributed to, or had any liability in respect of, any Multiemployer Plan. No event has occurred and no condition exists that would, by reason of the Company’s or any Subsidiary’s affiliation with any of their ERISA Affiliates, subject the Company or any of its Subsidiaries to any tax, fine, lien, penalty or other liability imposed by ERISA, the Code or other applicable Laws. (l) For each Employee Plan with respect to which a written description Form 5500 has been filed, no material change has occurred with respect to the matters covered by the most recent Form 5500 since the date of such Form 5500. Neither the Company nor any of its Subsidiaries has any plan or Contract, whether legally binding or not, or has announced (orally or in writing) an intention to create any additional employee benefit or compensation plans, policies or arrangements or, except as may be required by applicable Law, to modify, suspend or terminate any Employee Plan. (m) No Employee Plan is a “multiple employer welfare arrangement” as defined in Section 3(40) of ERISA. (n) All Company Options have an exercise price per Class A Share that may be purchased thereunder that was not less than the “fair market value” of such Class A Share on the date of grant, as determined in accordance with the terms of any material Employee Plan that is not in writing; (D) any related trust agreements, insurance contracts, insurance policies or other documents of any funding arrangements; and (E) any notices to or from the IRS or any office or representative of the DOL or any similar Governmental Authority relating to any compliance issues in respect of any such Employee Plan. With respect to each material International Employee Planapplicable granting instrument and, to the extent applicable, Sections 409A and 422 of the Code. All Company Options have been properly accounted for by the Company has made available or its Subsidiaries, as applicable, on their respective financial statements, and no change is expected in respect of any prior financial statement relating to Parent (x) the most recent annual report expenses for stock compensation. There is no pending audit or similar compliance documents required to be filed with action by any Governmental Authority Entity or by the Company or any of its Subsidiaries with respect to such plan (y) the plan documents Company’s or a written description any of its Subsidiaries’ stock option granting practices or other equity compensation practices. All Company Options are exempt stock rights under Section 409A of the terms of any International Employee Plan that is not in writing and (z) any document comparable to the determination letter reference under clause (B) of the prior sentence issued by a Governmental Authority relating to the satisfaction of Law necessary to obtain the most favorable tax treatmentCode.

Employee Plans. (a) Section 4.18(a3.12(a) of the Company Disclosure Letter sets forth a complete and accurate list lists, as of each material Employee Plan. For purposes the date of this Agreement, “each Business Employee Benefit Plan (other than any equity-based compensation, defined benefit pension or retiree medical benefit plan) in which any Employee of the Business is entitled to participate or to which any Employee of the Business is a party. (b) With respect to each Business Employee Benefit Plan listed on Section 3.12(a) of the Disclosure Letter, true and complete copies of all plan documents (including all amendments and modifications thereof) or a summary of material terms thereof have been made available in the Data Room as of the date of this Agreement. (c) Except as would not, individually or in the aggregate, reasonably be expected to be material to the Business, taken as a whole, each Business Employee Benefit Plan with respect to which Buyer (or any of its Affiliates) is assuming liability pursuant to applicable Law (and each related trust, insurance contract or fund) has been maintained, contributed to, funded, operated and administered in accordance with the terms of such Business Employee Benefit Plan and in accordance with applicable Law. (d) Except as would not, individually or in the aggregate, reasonably be expected to be material to the Business, taken as a whole, with respect to each Business Employee Benefit Plan” means each , (i) “employee benefit plan” (as defined if required to be registered or approved by a Governmental Entity or otherwise pursuant to applicable Law, such Business Employee Benefit Plan has been so registered or approved and has been maintained in Section 3(3) of ERISA)good standing with applicable Governmental Entities, whether or not subject to ERISA and (ii) other employmentif intended to qualify for special Tax treatment, bonussuch Business Employee Benefit Plan meets all requirements for such treatment. (e) Neither the execution or the delivery of this Agreement nor the consummation of the transactions contemplated by this Agreement will (i) subject to Buyer’s compliance with its obligation to make offers in accordance with Section 8.01(c), stock optionresult in any severance or material increase in severance pay upon any termination of employment after the date of this Agreement, stock purchase (ii) result in any material payment or other equity-basedbenefit becoming due or payable, benefitor required to be provided, incentive compensationto any Employee of the Business, profit sharing(iii) materially increase the amount or value of any benefit or compensation otherwise payable or required to be provided to any Employee of the Business, savings(iv) result in the acceleration of the time of payment, retirement vesting or funding of any such benefit or compensation or (v) result in any new material obligation pursuant to any of the Business Employee Benefit Plans, except, in each case, for (A) arrangements that will not result in any liability under this Agreement or otherwise to Buyer or its Affiliates (including early retirement any arrangements that will be paid solely by Seller and supplemental retirement), disability, insurance, vacation, incentive, deferred compensation, supplemental retirement will not affect Buyer) and (B) arrangements relating to the exercise by an Employee of the Business of any rights under applicable Law (including termination indemnities and seniority payments), severance, termination, retention, change any right to object to a mandatory transfer of control and other similar fringe, welfare or other employee benefit plan, program, agreement, contract, policy or binding arrangement (whether or not in writing) maintained or contributed employment to for the benefit of or relating to any current or former employee or director of the Company, any of its Subsidiaries or any other trade or business (whether or not incorporated) which would be treated as a single employer with the Company Buyer or any of its Subsidiaries under Section 414 Affiliates and any right to reject an offer of the Code (an “ERISA Affiliate”), or with respect to which the Company employment from Buyer or any of its Subsidiaries Affiliates). (f) Neither Seller nor any of its Affiliates has any current material Liability. With respect obligation to each Employee Plan, other than an Employee Plan that is maintained in any non-U.S. jurisdiction primarily for the benefit of persons substantially all of whom are non-resident aliens contribute to (the “International Employee Plans”), to the extent applicable the Company has made available to Parent complete and accurate copies of (A) the most recent annual report on Form 5500 required to have been filed with the IRS for each Employee Plan, including all schedules thereto; (B) the most recent determination letter, if any, from the IRS for any Employee Plan that is intended to qualify under Section 401(a) of the Code; (C) the current plan documents and summary plan descriptions, or a written description of the terms of any material Employee Plan that is not in writing; (D) any related trust agreements, insurance contracts, insurance policies or other documents of any funding arrangements; and (E) any notices to or from the IRS or any office or representative of the DOL or any similar Governmental Authority relating to any compliance issues in respect of any such Employee Plan. With respect to each material International Employee Plan, to the extent applicable, the Company has made available to Parent (x) the most recent annual report or similar compliance documents required to be filed with any Governmental Authority with respect to such the Business), or any outstanding withdrawal liability with respect to, any multiemployer plan (y) the plan documents or a written description of the terms of any International Employee Plan that as such term is not defined in writing and (z) any document comparable to the determination letter reference under clause (BSection 3(37) of the prior sentence issued by a Governmental Authority relating to the satisfaction of Law necessary to obtain the most favorable tax treatmentERISA.

Employee Plans. (a) Section 4.18(a) of Except as set forth in Schedule 2.18(a), neither the Company Disclosure Letter sets forth a complete nor any of its Subsidiaries' sponsors or maintains or has any liability or obligation with respect to, and accurate list at any time during the past five years or, if longer, for any period for which an applicable statute of each material Employee Plan. For purposes of this Agreementlimitations has not expired, “Employee Plan” means each (i) “has not sponsored, maintained or had any liability or obligation with respect to, any "employee benefit plan” (," as defined in under Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), whether or not subject to ERISA and (ii) any other employmentbonus, bonuspension, stock option, stock purchase or other equity-basedpurchase, benefit, incentive compensationwelfare, profit profit-sharing, savings, retirement (including early retirement and supplemental retirement), disability, vacation, severance, hospitalization, insurance, vacation, incentive, deferred compensation, supplemental retirement (including termination indemnities and seniority payments), severance, termination, retention, change of control compensation and other similar fringe, welfare fringe or other employee benefit planplans, programfunds, agreementprograms or arrangements, contractwhether written or oral ("Employee Plans"), policy or binding arrangement (whether or not in writing) each of the foregoing cases which cover, are maintained or contributed to for the benefit of of, or relating relate to any or all current or former employee or director employees of the Company. Schedule 2.18(a) sets forth a true and complete list of all Employee Plans which cover, are maintained for the benefit of, or relate to any or all employees of the Seller or its affiliates who are assigned to or perform services primarily for the business of the Company or its Subsidiaries or any other trade or (including the business of operating the assets of Seminole) (whether or not incorporated) which would the "Business Employees," and such Employee Plans hereinafter referred to as the "Seller Plans"). For purposes of determining Business Employees, a person shall be treated as a single employer with deemed to be performing services primarily for the business of the Company or any of its Subsidiaries under Section 414 if such person spends at least 50% of their working time in the conduct of the Code (an “ERISA Affiliate”), or with respect to which business of operations of the Company or its Subsidiaries. (b) The Company and its Subsidiaries have no current or former employees. Schedule 2.18(b) sets forth a true and complete list showing the names of all Business Employees. Except as set forth on Schedule 2.18(b), there are no contracts, agreements, plans or arrangements covering any Business Employee with "change of control", severance or similar provisions that would be triggered as a result of the consummation of this Agreement or that could otherwise result in liability to the Company or its Subsidiaries. To the Seller's and the Company's knowledge, no Business Employee is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with the use of such employee's efforts to promote the interests of the Company or the Buyer or that would conflict with the Company's or its Subsidiaries' business as conducted or proposed to be conducted. (c) None of the employees who provide services to the Company or its Subsidiaries are covered by collective bargaining agreements and, to the Seller's knowledge, there are no union or labor organization efforts respecting such employees. (d) Neither the Company nor any of its Subsidiaries has will have any current material Liability. With respect to each Employee Plan, other than an Employee Plan that is maintained in any non-U.S. jurisdiction primarily for the benefit of persons substantially all of whom are non-resident aliens (the “International Employee Plans”), to the extent applicable the Company has made available to Parent complete and accurate copies of (A) the most recent annual report on Form 5500 required to have been filed with the IRS for each Employee Plan, including all schedules thereto; (B) the most recent determination letter, if any, from the IRS for any Employee Plan that is intended to qualify under Section 401(a) of the Code; (C) the current plan documents and summary plan descriptions, or a written description of the terms of any material Employee Plan that is not in writing; (D) any related trust agreements, insurance contracts, insurance policies or other documents of any funding arrangements; and (E) any notices to or from the IRS or any office or representative of the DOL or any similar Governmental Authority relating liability to any compliance issues in respect person for compensation pursuant to employment or termination of any such Employee Plan. With respect to each material International Employee Plan, to employment as a result of consummating the extent applicable, the Company has made available to Parent (x) the most recent annual report or similar compliance documents required to be filed with any Governmental Authority with respect to such plan (y) the plan documents or a written description of the terms of any International Employee Plan that is not in writing and (z) any document comparable to the determination letter reference under clause (B) of the prior sentence issued transactions contemplated by a Governmental Authority relating to the satisfaction of Law necessary to obtain the most favorable tax treatmentthis Agreement.

Employee Plans. (a) Section 4.18(a3.19(a) of the Company Disclosure Letter sets forth contains a complete and accurate list list, as of each material the date of this Agreement, of Employee PlanPlans. For purposes of this Agreement, “Employee Plan” means each shall mean (i) all “employee benefit planplans” (as defined in Section 3(3) of ERISA), whether or not subject to ERISA and whether written or unwritten; and (ii) all other employment, bonus, stock option, stock purchase or other equity-based, benefit, incentive compensation, profit sharing, savings, retirement (including early retirement and supplemental retirement), disability, insurance, vacation, incentive, deferred compensation, supplemental retirement (including termination indemnities and seniority payments), severance, termination, retention, change of control and other similar material fringe, welfare or other employee benefit planplans, programprograms, agreementContracts, contract, policy policies or binding arrangement (whether or not in writing) arrangements maintained or contributed to for by the benefit Company or any of or relating to its Subsidiaries, in which any current or former employee or director of the Company, any of its Subsidiaries or any other trade or business (whether or not incorporated) which would be treated as a single employer with the Company or any of its Subsidiaries under Section 414 of the Code (an “ERISA Affiliate”)participates, or with respect to which the Company or any of its Subsidiaries has any current material Liabilityliability, contingent or otherwise, including without limitation by contract, guaranty, indemnity or as the result of any ERISA Affiliate (as defined below) or any previously-terminated plan, (collectively, the “Employee Plans”). With respect to each Employee Plan, other than an Employee Plan that is maintained in any non-U.S. jurisdiction primarily for the benefit of persons substantially all of whom are non-resident aliens (the “International Employee Plans”), to the extent applicable applicable, the Company has made available to Parent complete and accurate copies a copy of (A) the most recent annual report on IRS Form 5500 required to have been filed with the IRS for each Employee PlanUnited States Department of Labor, including all schedules thereto; (B) the most recent determination letter or opinion letter, if any, from the IRS for any Employee Plan that is intended to qualify under pursuant to Section 401(a) of the Code; (C) the current plan documents and document (including all amendments thereto), the most recent summary plan descriptions, or a written description and any summary of the terms of any material Employee Plan that is not in writingmodifications; (D) any related trust agreements, insurance contracts, insurance policies agreement or other documents of any funding arrangementsarrangement currently in effect; and (E) any notices to or from the IRS or any office or representative of the DOL or any similar Governmental Authority within the past six (6) years relating to any compliance issues in respect of any such Employee Plan. With respect to each material International Employee Plan, to the extent applicable, the Company has made available to Parent (x) the most recent annual report or similar compliance documents required to be filed with any Governmental Authority with respect to such plan (y) the plan documents or a written description of the terms of any International Employee Plan that is not in writing and (z) any document comparable to the determination letter reference under clause (B) of the prior sentence issued by a Governmental Authority relating to the satisfaction of Law necessary to obtain the most favorable tax treatment.

Employee Plans. (a) Section 4.18(a3.20(a) of the Company Disclosure Letter sets forth contains a true and complete and accurate list of each all material Employee PlanPlans. For purposes of this Agreement, “Employee Plan” means each (i) “employee benefit plan” (as defined in Section 3(3) of ERISA), whether or not subject to ERISA ; and (ii) other each employment, individual independent contractor, bonus, commission, incentive, stock option, stock purchase purchase, restricted stock, stock appreciation, phantom equity, other equity or other equity-based, benefit, incentive compensation, profit sharing, savings, retirement (including early retirement and retirement, pension, supplemental retirement), profit sharing, employee loan, health, dental, vision, life insurance, disability, insurance, paid time off, vacation, incentivecafeteria, deferred compensation, supplemental retirement (including termination indemnities and seniority payments), severance, termination, retention, change of control and each other similar fringe, welfare or other employee benefit plan, program, agreement, contractContract, policy or binding arrangement (arrangement, in each case, whether or not in writing) maintained subject to ERISA and whether written or unwritten, that is maintained, sponsored, contributed to, or required to be contributed to for the benefit of or relating to any current or former employee employee, officer, director or director individual independent contractor of the Company, any of its Subsidiaries or any other trade or business (whether or not incorporated) which that would be treated as a single employer with the Company or any of its Subsidiaries under pursuant to Section 414 of the Code (an “ERISA Affiliate”)) or their dependents or beneficiaries, or with respect to which the Company or any of its Subsidiaries has any current material Liability. With respect liability, contingent or otherwise, or to each Employee Plan, other than an Employee Plan that is maintained in any non-U.S. jurisdiction primarily for the benefit of persons substantially all of whom are non-resident aliens (the “International Employee Plans”), to the extent applicable which the Company has made available to Parent complete and accurate copies of (A) the most recent annual report on Form 5500 required to have been filed with the IRS for each Employee Plan, including all schedules thereto; (B) the most recent determination letter, if any, from the IRS for any Employee Plan that is intended to qualify under Section 401(a) of the Code; (C) the current plan documents and summary plan descriptions, or a written description of the terms of any material Employee Plan that is not in writing; (D) any related trust agreements, insurance contracts, insurance policies or other documents of any funding arrangements; and (E) any notices to or from the IRS or any office or representative of the DOL or any similar Governmental Authority relating to any compliance issues in respect of any such Employee Planits Subsidiaries is a party. With respect to each material International Employee Plan, to the extent applicable, the Company has made available to Parent a copy of (xA) the current plan documents and all amendments thereto (or, if the plan has not been reduced to writing, a written summary of the material terms) and the most recent summary plan descriptions and material modifications thereto; (B) any related trust agreements, insurance Contracts, insurance policies or other documents of any funding arrangements; (C) the most recent annual report on Form 5500 (with schedules and attachments); (D) the most recent financial statements and actuarial report; (E) the most recent determination, opinion or similar compliance documents required advisory letter received from the IRS; (F) the most recent results of any discrimination testing; (G) the Forms 1094-C and a representative sample of Forms 1095-C for 2015 to be filed with 2021 for each employing entity during such period; and (H) any notices or other correspondence (other than routine non-material correspondence) to or from the IRS or any office or representative of the United States Department of Labor or any other Governmental Authority with respect to such plan within the past six (y6) the plan documents or a written description of the terms of any International Employee Plan that is not in writing and (z) any document comparable to the determination letter reference under clause (B) of the prior sentence issued by a Governmental Authority relating to the satisfaction of Law necessary to obtain the most favorable tax treatmentyears.

Employee Plans. (a) Section 4.18(a3.5(a) of the Company Disclosure Letter sets forth a complete and accurate list of Schedule identifies each material Employee Plan. For purposes Each Employee Plan has been maintained in compliance with its terms and with the requirements prescribed by all Legal Requirements. (b) Current and complete copies of this Agreementall written Employee Plans as amended to date or, “Employee Plan” means each (i) “employee benefit plan” (as defined in Section 3(3) of ERISA)where oral, whether or not subject to ERISA and (ii) other employment, bonus, stock option, stock purchase or other equity-based, benefit, incentive compensation, profit sharing, savings, retirement (including early retirement and supplemental retirement), disability, insurance, vacation, incentive, deferred compensation, supplemental retirement (including termination indemnities and seniority payments), severance, termination, retention, change of control and other similar fringe, welfare or other employee benefit plan, program, agreement, contract, policy or binding arrangement (whether or not in writing) maintained or contributed to for the benefit of or relating to any current or former employee or director written summaries of the Companyterms thereof, any of its Subsidiaries and all booklets and communications concerning the Employee Plans that have been provided to persons entitled to benefits under the Employee Plans have been delivered or any other trade or business (whether or not incorporated) which would be treated as a single employer with the Company or any of its Subsidiaries under Section 414 of the Code (an “ERISA Affiliate”), or with respect to which the Company or any of its Subsidiaries has any current material Liability. With respect to each Employee Plan, other than an Employee Plan that is maintained in any non-U.S. jurisdiction primarily for the benefit of persons substantially all of whom are non-resident aliens (the “International Employee Plans”), to the extent applicable the Company has made available to Parent Buyer together with current and complete and accurate copies of (A) all documents relating to the most recent annual report on Form 5500 required to have been filed with the IRS for each Employee PlanPlans, including including, as applicable, all schedules thereto; (B) the most recent determination letter, if any, from the IRS for any Employee Plan that is intended to qualify under Section 401(a) of the Code; (C) the current plan documents and summary plan descriptions, or a written description of the terms of any material Employee Plan that is not in writing; (D) any related trust agreements, funding agreements, insurance contracts and policies, investment management agreements, subscription and participation agreements, benefit administration contracts, insurance policies or other documents of and any funding arrangements; financial administration contracts. (c) All contributions to, and (E) any notices payments from, each Employee Plan which may have been required to or from be made in accordance with the IRS or any office or representative of the DOL or any similar Governmental Authority relating to any compliance issues in respect terms of any such Employee Plan. With respect to each material International , and, where applicable, the laws of the jurisdictions which govern such Employee Plan, have been made in a timely manner. (d) All material reports, returns and similar documents with respect to the extent applicable, the Company has made available to Parent (x) the most recent annual report or similar compliance documents any Employee Plan required to be filed with any Governmental Government Authority with respect or distributed to such plan (y) the plan documents or a written description of the terms of any International Employee Plan that is not participant have been duly filed in writing and a timely manner or distributed. (ze) any document comparable to the determination letter reference under clause (BExcept as disclosed in Section 3.5(e) of the prior sentence issued by Disclosure Schedule, Seller does not currently sponsor, nor has it ever sponsored a Governmental Authority relating defined benefit pension plan or defined contribution pension plan to which any of the Employees is entitled to or will become entitled to any benefits. (f) Except as disclosed in Section 3.5(f) of the Disclosure Schedule, none of the Employee Plans provide for benefits beyond retirement or other termination of service to Employees or former employees of the Purchased Business or to the satisfaction beneficiaries or dependants of Law necessary such Employees or former employees of the Purchased Business employees. (g) Seller does not participate in or contribute to obtain any Multi-Employer Plans. (h) Except as disclosed in Section 3.5(h) of the most favorable tax treatmentDisclosure Schedule, Seller has no formal plan and has made no promise or commitment, whether legally binding or not, to create any additional Employee Plan or to improve or change the benefits provided under any Employee Plan. (i) With respect to the Employees, since January 1, 2011, there have not been any material (i) work stoppages, labour disputes or other significant controversies between Seller and the Employees, (ii) labour union grievances or, to the Knowledge of Seller, organizational efforts, or (iii) unfair labour practices or labour arbitration proceedings pending or, to the Knowledge of Seller, threatened. (j) Neither the execution and delivery of this Agreement or any of the Ancillary Agreements nor the consummation of any or all of the transactions contemplated hereby or thereby will: (i) entitle any Transferred Employee to severance pay, unemployment compensation or any similar payment; (ii) accelerate the time of payment or vesting or increase the amount of any compensation due to any Transferred Employee; or (iii) result in any “golden parachute” payment made to or on behalf of any Transferred Employee under any Employee Plan.

Employee Plans. (a) Section 4.18(a3.18(a)(i) and Section 3.18(a)(ii) of the Company Disclosure Letter sets Letter, respectively, set forth a complete and accurate list of each material Employee Plan. For purposes of this Agreement, “Employee Plan” means each (i) all “employee benefit planplans” (as defined in Section 3(3) of ERISA), whether or not subject to ERISA and (ii) all other material employment, bonus, stock option, stock purchase or other equity-based, benefit, incentive compensation, profit sharing, savings, retirement (including early retirement and supplemental retirement), disability, insurance, vacation, incentive, deferred compensation, supplemental retirement (including termination indemnities and seniority payments), severance, termination, retention, change of control and other similar fringe, welfare or other employee benefit planplans, programprograms, agreement, contractcontracts, policy policies or binding arrangement arrangements (whether or not in writing) maintained or contributed to for the benefit of or relating to any current or former employee or director of the Company, any of its Subsidiaries or any other trade or business (whether or not incorporated) which would be treated as a single employer with the Company or any of its Subsidiaries under Section 414 of the Code (an “ERISA Affiliate”), or with respect to which the Company or any of its Subsidiaries has any current material Liabilityliability, contingent or otherwise (together the “Employee Plans”). With respect to each Employee Plan, other than an Employee Plan that is maintained in any non-U.S. jurisdiction primarily for the benefit of persons substantially all of whom are non-resident aliens (the “International Employee Plans”), to the extent applicable the Company has made available to Parent Newco complete and accurate copies of (A) the most recent annual report on Form 5500 required to have been filed with the IRS for each Employee Plan, including all schedules thereto; (B) the most recent determination letter, if any, from the IRS for any Employee Plan that is intended to qualify under Section 401(a) of the Code; (C) the current plan documents and summary plan descriptions, or a written description of the terms of any material Employee Plan that is not in writing; (D) any related trust agreements, insurance contracts, insurance policies or other documents of any funding arrangements; and (E) any notices to or from the IRS or any office or representative of the DOL or any similar Governmental Authority relating to any compliance issues in respect of any such Employee Plan. With ; and (F) with respect to each material Employee Plan that is maintained in any non-U.S. jurisdiction (the “International Employee PlanPlans”), to the extent applicable, the Company has made available to Parent (x) the most recent annual report or similar compliance documents required to be filed with any Governmental Authority with respect to such plan and (y) the plan documents or a written description of the terms of any International Employee Plan that is not in writing and (z) any document comparable to the determination letter reference under clause (B) of the prior sentence above issued by a Governmental Authority relating to the satisfaction of Law law necessary to obtain the most favorable tax treatment. All contributions, premiums and other payments required to be made with respect to any Employee Plan have been timely made, accrued or reserved for and no Employee Plan has any unfunded liability that has not been fully accrued. (b) No Employee Plan is, and neither the Company nor any of its ERISA Affiliates has any current or potential liability with respect to, (i) a “multiemployer plan” (as defined in Section 3(37) of ERISA), (ii) a “multiple employer plan” (as defined in Section 4063 or 4064 of ERISA) or (iii) subject to Section 302 of Title I of ERISA, Section 412 of the Code or Title IV of ERISA. (c) Each Employee Plan has been maintained, funded, operated and administered in all material respects in accordance with its terms and with all applicable law, including the applicable provisions of ERISA, the Code and any applicable regulatory guidance issued by any Governmental Authority. (d) No Employee Plan in existence prior to January 1, 2005 that is a “nonqualified deferred compensation plan” (as defined for purposes of Section 409A(d)(1) of the Code) and not subject to Section 409A of the Code has been materially modified (as defined under Section 409A of the Code) since October 3, 2004 and all Employee Plans subject to Section 409A of the Code have been operated and administered in good faith compliance with Section 409A of the Code from the period beginning December 31, 2004 through the date hereof. (e) As of the date hereof, there are no material Legal Proceedings pending or, to the Knowledge of the Company, threatened on behalf of or against any Employee Plan, the assets of any trust under any Employee Plan, or the plan sponsor, plan administrator or any fiduciary or any Employee Plan with respect to the administration or operation of such plans, other than routine claims for benefits that have been or are being handled through an administrative claims procedure. (f) None of the Company, any of its Subsidiaries, or, to the Knowledge of the Company, any of their respective directors, officers, employees or agents has, with respect to any Employee Plan, engaged in or been a party to any non-exempt “prohibited transaction,” as such term is defined in Section 4975 of the Code or Section 406 of ERISA, which could reasonably be expected to result in the imposition of a material penalty assessed pursuant to Section 502(i) of ERISA or a material tax imposed by Section 4975 of the Code, in each case applicable to the Company, any of its Subsidiaries or any Employee Plan or for which the Company or any of its Subsidiaries has any indemnification obligation. (g) No Employee Plan that is a “welfare benefit plan” within the meaning of Section 3(1) of ERISA provides post-termination or retiree life insurance, health or other welfare benefits to any person, except as may be required by Section 4980B of the Code or any similar law. (h) Each Employee Plan that is intended to be “qualified” under Section 401(a) of the Code has received a favorable determination letter from the IRS to such effect and, to the Knowledge of the Company, no fact, circumstance or event has occurred or exists that would reasonably be expected to materially and adversely affect the qualified status of any such Employee Plan.

Employee Plans. (a) Section 4.18(a) of the Company Disclosure Letter sets forth a complete and accurate list of each material Employee Plan. For purposes of this Agreement, “the term "Employee Plan” " means each (i) “employee benefit plan” (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 and (ii) each other employment, bonus, stock option, stock purchase or other equity-based, benefit, incentive compensation, profit sharing, savings, retirement (including early retirement and supplemental retirement), disability, insurance, vacation, incentive, deferred compensation, supplemental retirement (including termination indemnities and seniority payments), severance, termination, retention, change of control and other severance or similar fringe, welfare or other employee benefit plan, program, agreement, contract, policy or binding arrangement (whether payroll practice providing compensation or not in writing) employee benefits maintained by Seller on behalf of or contributed to for the benefit of the Gendex Division or relating to which Seller is a participating employer or is obligated to contribute or has any current or former legally enforceable liability and under which any person presently employed by Seller as an employee or director consultant of the CompanyGendex Division (an "Employee") or formerly employed by Seller or its predecessors as an employee or consultant of the Gendex Division (a "Former Employee") participates or has accrued any rights or under which Seller is liable in respect of an Employee or Former Employee. The terms "Employee" and "Former Employees, any will include, where applicable, the beneficiaries, spouses and dependents of an Employee or Former Employee. Schedule 5.11 lists or describes all Employee Plans of Seller or its Subsidiaries subsidiaries or any other trade or business affiliates regarding the Gendex Division. Each Employee Plan has been maintained in all respects in accordance with its terms and with applicable law. Except as set forth on Schedule 5.11, each Employee Plan (whether or not incorporatedincluding the related trust) which would be treated as a single employer with the Company or any of its Subsidiaries under Section 414 of the Code (an “ERISA Affiliate”), or with respect to which the Company or any of its Subsidiaries has any current material Liability. With respect to each Employee Plan, other than an Employee Plan that is maintained in any non-U.S. jurisdiction primarily for the benefit of persons substantially all of whom are non-resident aliens (the “International Employee Plans”), to the extent applicable the Company has made available to Parent complete and accurate copies of (A) the most recent annual report on Form 5500 required to have been filed with the IRS for each Employee Plan, including all schedules thereto; (B) the most recent determination letter, if any, from the IRS for any Employee Plan that is intended to qualify under Section 401(a) of the Internal Revenue Code of 1986, as amended (the "Code; (C) the current plan documents and summary plan descriptions"), or a written description of the terms of any material Employee Plan that comparable foreign law, does so qualify and is not in writing; (D) any related trust agreements, insurance contracts, insurance policies or other documents of any funding arrangements; and (E) any notices exempt from taxation pursuant to or from the IRS or any office or representative of the DOL or any similar Governmental Authority relating to any compliance issues in respect of any such Employee Plan. With respect to each material International Employee Plan, to the extent applicable, the Company has made available to Parent (x) the most recent annual report or similar compliance documents required to be filed with any Governmental Authority with respect to such plan (y) the plan documents or a written description of the terms of any International Employee Plan that is not in writing and (z) any document comparable to the determination letter reference under clause (BSection 501(a) of the prior sentence issued by a Governmental Authority relating to Code. None of the satisfaction Employee Plans listed on Schedule 5.11 are Multi-employer Plans (as defined within the meaning of Law necessary to obtain the most favorable tax treatmentSection 3(37) of ERISA) and Seller has no liability under or with respect to, and does not contribute to, any Multi-employer Plan.

Employee Plans. (a) Section 4.18(a) All accrued obligations of the Company, whether arising by operation of law, by contract or past custom, or otherwise, for payments by the Company to trusts or other funds or to any Governmental Entity, with respect to unemployment compensation benefits, social security benefits or any other benefits or obligations, with respect to employment of employees through the date hereof have been paid or adequate accruals therefor have been made in the Financial Statements, and adequate accruals for all such obligations will be made through the Closing Date. All reasonably anticipated obligations of the Company Disclosure Letter sets forth a complete and accurate list of each material Employee Plan. For purposes of this Agreement, “Employee Plan” means each (i) “employee benefit plan” (as defined in Section 3(3) of ERISA)with respect to employees, whether arising by operation of law, by contract, by past custom, or not subject otherwise, for salaries, vacation and holiday pay, sick pay, bonuses and other forms of compensation payable to ERISA employees in respect of the services rendered by any of them prior to the date hereof have been or will be paid by the Company prior to the Closing Date or adequate accruals therefor have been made in the Financial Statements, and adequate accruals for all such obligations will be made through the Closing Date. (iib) other employment, Schedule 2.11 lists all bonus, stock pension, option, stock purchase or other equity-basedsecurity purchase, benefit, incentive welfare, profit-sharing, deferred compensation, profit sharingretainer, savingsconsulting, retirement (including early retirement and supplemental retirement), welfare, disability, vacation, severance, hospitalization, insurance, vacation, incentive, deferred compensation, supplemental retirement (including termination indemnities and seniority payments), severance, termination, retention, change of control compensation and other similar fringe, welfare fringe or other employee benefit planplans, programfunds, agreementprograms or arrangements, contractwhether written or oral, policy or binding arrangement (whether or not in writing) each of the foregoing cases which cover, are maintained or contributed to for the benefit of of, or relating relate to any or all current or former employee employees, members, officers or director directors of the Company, any of its Subsidiaries or and any other trade or business entity (whether or not incorporated"ERISA AFFILIATE") which would be treated as a single employer with related to the Company or any of its Subsidiaries under Section 414 414(b), (c), (m) and (o) of the Internal Revenue Code of 1986, as amended (an “ERISA Affiliate”the "CODE") (the "EMPLOYEE PLANS"), or together with respect to which the Company or any of its Subsidiaries has any current material Liabilityall accrued liabilities under such Employee Plans. With respect to each Employee Plan, other than an Employee Plan that is maintained in any non-U.S. jurisdiction primarily for the benefit of persons substantially all of whom are non-resident aliens (the “International Employee Plans”), to the extent applicable the Company has made available to Parent complete and accurate copies of (A) the most recent annual report on Form 5500 required to have been filed with the IRS for each Employee Plan, including all schedules thereto; (B) the most recent determination letter, if any, from the IRS for any Employee Plan that is intended to qualify under Section 401(a) of the Code; (C) the current plan documents and summary plan descriptions, or a written description of the terms of any material Employee Plan that is not in writing; (D) any related trust agreements, insurance contracts, insurance policies or other documents of any funding arrangements; and (E) any notices to or from the IRS or any office or representative of the DOL or any similar Governmental Authority relating to any compliance issues in respect of any such Employee Plan. With respect to each material International Employee PlanBuyer, to the extent applicable, the Company has made available to Parent true and complete copies of (xi) all plan documents, (ii) the most recent annual report or similar compliance documents required to be determination letter received from the Internal Revenue Service (the "IRS"), (iii) the most recent application for determination filed with any Governmental Authority with respect to such plan the IRS, (yiv) the plan documents or a written description of the terms of any International Employee Plan that is not in writing and (z) any document comparable to the determination letter reference under clause (B) of the prior sentence issued by a Governmental Authority relating to the satisfaction of Law necessary to obtain the most favorable tax treatment.latest actuarial valuations,

Employee Plans. (a) Section 4.18(aSchedule 5.19(a) of the Company Disclosure Letter sets forth a complete and accurate list of each material Employee Plan. For purposes of this Agreement, “Employee Plan” means each (i) all “employee benefit planplans,” (as defined in Section 3(3) of ERISA), whether or not subject to ERISA and (ii) all other employmentplans, bonuspolicies and agreements providing severance pay, stock optionsick leave, stock purchase or other equity-basedvacation pay, benefit, incentive compensation, profit sharing, savingssalary continuation, retirement (including early retirement and supplemental retirement), disability, insurance, vacation, incentivebenefits, deferred compensation, supplemental retirement (including termination indemnities and seniority payments)bonus pay, severanceincentive pay, terminationstock options, retentionhospitalization insurance, change of control and other similar fringemedical insurance, welfare life insurance, cafeteria benefits, dependent care reimbursements, prepaid legal benefits, scholarships or other employee benefit plantuition reimbursements, program, agreement, contract, policy or binding arrangement (whether or not in writing) maintained or contributed to for the benefit of or relating to any current or former employee or director of the Company, any of its Subsidiaries or any other trade or business (whether or not incorporated) which would be treated as a single employer with by the Company or any of its the Retained Subsidiaries under Section 414 of the Code (an “ERISA Affiliate”), or with respect to which the Company or any of its the Retained Subsidiaries has any is obligated to contribute thereunder for current material Liability. With or former employees the Company and the Retained Subsidiaries (excluding the Transferred Benefit Plans, the “Employee Benefit Plans”). (b) True, correct and complete copies of the following documents, with respect to each of the Employee PlanBenefit Plans, other than an Employee Plan that is maintained in any non-U.S. jurisdiction primarily for have been delivered to the benefit of persons substantially all of whom are non-resident aliens (the “International Employee Plans”)Buyer, to the extent applicable applicable: (i) all plans and related trust documents, and amendments thereto; (ii) Forms 5500 filed for the Company has made available to Parent complete and accurate copies of three most recent plan years; (Aiii) the most recent annual report on Form 5500 required to have been filed with the IRS for each Employee Plan, including all schedules theretodetermination letter; and (Biv) the most recent determination lettersummary plan descriptions, if anyannual reports and material modifications. (c) None of the Employee Benefit Plans is a multiemployer plan, as defined in Section 3(37) of ERISA (“Multiemployer Plan”). Neither the Company nor any ERISA Affiliate has withdrawn in a complete or partial withdrawal, within the meaning of Section 4201 of ERISA, from any Multiemployer Plan, nor has any of them incurred any liability due to the IRS for any termination or reorganization of a Multiemployer Plan which has not been satisfied in full. (d) Each Employee Benefit Plan that is intended to qualify under Section 401(a) 401 of the Code and the trust maintained pursuant thereto is exempt from federal income taxation under Section 501 of the Code; (C) , and nothing has occurred with respect to the current plan documents and summary plan descriptions, or a written description of the terms of any material Employee Plan that is not in writing; (D) any related trust agreements, insurance contracts, insurance policies or other documents of any funding arrangements; and (E) any notices to or from the IRS or any office or representative of the DOL or any similar Governmental Authority relating to any compliance issues in respect operation of any such Employee PlanBenefit Plan that would reasonably be expected to cause the loss of such qualification or exemption or the imposition of any material liability, penalty or tax under ERISA or the Code. (e) All contributions (including all employer contributions and employee salary reduction contributions) and all premiums required to have been paid under any of the Employee Benefit Plans or by law (without regard to any waivers granted under Section 412 of the Code) to any funds or trusts established thereunder or in connection therewith have been made by the due date thereof (including any valid extension). With respect No accumulated funding deficiencies exist in any of the Employee Benefit Plans subject to each material International Section 412 of the Code. (f) Neither the Company nor any ERISA Affiliate has terminated any Employee PlanBenefit Plan subject to Title IV, or incurred any outstanding liability under Section 4062 of ERISA, to the extent applicablePBGC or to a trustee appointed under Section 4042 of ERISA. Neither the Company nor any ERISA Affiliate has engaged in any transaction described in Section 4069 of ERISA. (g) Except as set forth on Schedule 5.19(g) hereto, there are no pending material actions, claims or lawsuits which have been asserted or instituted against the Employee Benefit Plans, the Company has made available to Parent (x) assets of any of the most recent annual report trusts under such plans or similar compliance documents required to be filed with the plan sponsor or the plan administrator, or against any Governmental Authority fiduciary of the Employee Benefit Plans with respect to the operation or administration of such plans or the investment of plan assets (yother than routine benefit claims), nor does the Seller have Knowledge of facts which could form the basis for any such claim or lawsuit. Except as set forth on Schedule 5.19(g) hereto, no Employee Benefit Plan has been the plan documents subject of an audit, investigation or a written description examination by any Governmental Entity within the three preceding years. (h) Except as set forth on Schedule 5.19(h), the Employee Benefit Plans have been maintained, in all material respects, in accordance with their terms and with all provisions of ERISA, the Code and other applicable federal and state laws. None of the terms Company, the Retained Subsidiaries, or, to the Seller’s Knowledge, any “party in interest” or “disqualified person” with respect to the Employee Benefit Plans has engaged in a “prohibited transaction” within the meaning of Section 406 of ERISA or 4975 of the Code. Except as set forth on Schedule 5.19(h), no stock or other security issued by the Company or any Affiliate forms or has formed a part of the assets of any International Employee Plan that is not in writing Benefit Plan. (i) Except as set forth on Schedule 5.19(i) hereto, neither the execution and (z) any document comparable delivery of this Agreement nor the consummation of the transactions contemplated hereby will, either alone or as a prerequisite to the determination letter reference under clause occurrence of any subsequent event: (Bi) result in any payment becoming due to any employee (current, former or retired) of the prior sentence issued by Company or the Retained Subsidiaries; (ii) increase any benefits otherwise payable under any Employee Benefit Plan; (iii) result in the acceleration of the time of payment or vesting of any benefits under any Employee Benefit Plan; or (iv) constitute a Governmental Authority relating “change in control” or similar event under any Employee Benefit Plan. (j) Schedule 5.19(j) sets forth the names of the persons eligible to participate in the satisfaction OPEB Plans, their ages and years of Law necessary to obtain service credited under the most favorable tax treatmentOPEB Plans on the date hereof, date of retirement (if applicable), and whether they are union employees.

Employee Plans. (a) Section 4.18(a) of the Company Disclosure Letter sets forth a complete and accurate list of each material Employee Plan. For purposes of this AgreementSection 7.17 and Article 6, “the term "Employee Plan” means each (i) “" includes all pension, superannuation, retirement, disability, medical, dental or other health insurance plans, life insurance or other death benefit plans, profit sharing, deferred compensation, stock option, bonus or other incentive plans, vacation benefit plans or policies, severance or redundancy plans or other employee benefit plans or arrangements, including, without limitation, any "pension plan” " ("Pension Plan") as defined in Section 3(33(2) of ERISA), and any "welfare plan," as defined in Section 3(1) of ERISA, and including foreign plans not subject to ERISA, whether or not subject to ERISA and (ii) other employment, bonus, stock option, stock purchase or other equity-based, benefit, incentive compensation, profit sharing, savings, retirement (including early retirement and supplemental retirement), disability, insurance, vacation, incentive, deferred compensation, supplemental retirement (including termination indemnities and seniority payments), severance, termination, retention, change of control and other similar fringe, welfare or other employee benefit plan, program, agreement, contract, policy or binding arrangement (whether or not in writing) maintained or contributed to for the benefit of or relating to any current or former employee or director of the Companyforegoing is funded, (a) to which any of its Subsidiaries Acquired Company is a party or any other trade or business by which it is bound; (whether or not incorporatedb) which would be treated as a single employer with the Company or any of its Subsidiaries under Section 414 of the Code (an “ERISA Affiliate”), or with respect to which any Acquired Company has made any payments or contributions; (c) to which any Acquired Company may otherwise have any Liability; or (d) under which any Company Employee is eligible to participate or benefit. Notwithstanding the foregoing, an Australia Superannuation fund that is not nor has ever been administered by an Australia Acquired Company or any shall be considered an "Employee Plan" solely for purposes of its Subsidiaries has any current material LiabilitySections 7.17.11, 7.17.12, 7.17.20 and 7.17.21. With respect to True, correct and complete copies of each Employee Plan, other than along with related trusts, insurance and group annuity contracts, have been made available to Acquisition LP. The most recent Form 5500 for each Employee Plan for which such report is required to be filed, and summary plan descriptions have also been made available to Acquisition LP. As to each Pension Plan subject to Title IV of ERISA, the most recent actuarial report and valuation has been provided to Acquisition LP. "Employee Plan" shall not include any government-sponsored employee benefit arrangements. Each Employee Plan is set forth on Schedule 7.17(a); if an Employee Plan that is maintained in any non-U.S. jurisdiction primarily for oral or has been orally modified or amended, a summary of the benefit material features of persons substantially all of whom are non-resident aliens (the “International Employee Plans”), to the extent applicable the Company has made available to Parent complete and accurate copies of (A) the most recent annual report on Form 5500 required to have been filed with the IRS for each Employee Plan, including all schedules thereto; (B) the most recent determination letter, if any, from the IRS for any such Employee Plan that or amendment or modification is intended to qualify under Section 401(a) of the Code; (C) the current plan documents and summary plan descriptions, or a written description of the terms of any material Employee Plan that is not in writing; (D) any related trust agreements, insurance contracts, insurance policies or other documents of any funding arrangements; and (E) any notices to or from the IRS or any office or representative of the DOL or any similar Governmental Authority relating to any compliance issues in respect of any such Employee Planincluded on Schedule 7.17(a). With respect to each material International Employee Plan, to the extent applicable, the Company has made available to Parent (x) the most recent annual report or similar compliance documents required to be filed with any Governmental Authority with respect to such plan (y) the plan documents or a written description of the terms of any International Employee Plan that is not in writing and (z) any document comparable to the determination letter reference under clause (B) of the prior sentence issued by a Governmental Authority relating to the satisfaction of Law necessary to obtain the most favorable tax treatment.Except as set forth on Schedule 7.17(b):

Employee Plans. (a) Schedule 3.16(a)(i) sets forth a true and complete list, as of the date hereof, of each material Business Employee Benefit Plan (the “Listed Plans”). Schedule 3.16(a)(ii) sets forth a true and complete list, as of the date hereof, of each material Assumed Benefit Plan and separately identifies each material Non-U.S. Assumed Benefit Plan. (b) True and complete copies of each Listed Plan (including all amendments and modifications thereof), or a written description of such Listed Plan if such Listed Plan is not set forth in a written document, have been made available to Buyer as of the date hereof; provided that, in the case of any Listed Plan that is in a Contract to which an Employee of the Business is a party, Seller may instead make available a form or sample of such Contract accompanied by a listing of the Employees of the Business, to the extent permitted under applicable Law, who are parties to a Contract substantially similar to such form or sample Contract. In addition, with respect to each Assumed Benefit Plan, Seller has made available to Buyer, if applicable, (i) true and complete copies of each Assumed Benefit Plan (including all amendments and modifications thereof), or a written description of such Assumed Benefit Plan if such Assumed Benefit Plan is not set forth in a written document, in each case to the extent not already made available to Buyer pursuant to the preceding sentence; (ii) any related trust, insurance Contract or funding instrument; (iii) the most recent summary plan description together with the summary or summaries of all material modifications thereto; (iv) the most recent Internal Revenue Service (“IRS”) determination or opinion letter; (v) the most recent actuarial valuation report or audited financial statement; (vi) the most recently filed annual return or report; and (vii) all material correspondence to or from the IRS, the United States Department of Labor, the Pension Benefit Guaranty Corporation or any other Governmental Entity sent or received by Seller or any of its Affiliates since January 1, 2013 with respect to such Assumed Benefit Plan. (c) Except as would not, individually or in the aggregate, reasonably be expected to result in a material Liability to the Company, (i) each Business Employee Benefit Plan (and each related trust, insurance Contract or funding instrument) has been maintained, contributed to, funded, operated and administered in accordance with the terms of such Business Employee Benefit Plan and in accordance with applicable Law; (ii) no Action (other than any routine claim for benefits) is pending or, to the knowledge of Seller, threatened against, the Company, Seller, any of Seller’s Affiliates, any Business Employee Benefit Plan or any employees or former employees of any such Person, in each case, relating to any Business Employee Benefit Plan; and (iii) no Business Employee Benefit Plan is under audit or investigation by any Governmental Entity. (d) Each Business Employee Benefit Plan that is intended to be qualified under Section 4.18(a401(a) of the Code has received a favorable determination letter, or is entitled to rely on an opinion letter, from the IRS that such plan is so qualified, and, to the knowledge of Seller, no condition exists that would reasonably be expected to jeopardize the Tax-qualification of any such plan. (e) No Assumed Benefit Plan is or has since January 1, 2010 been subject to the minimum funding requirements of Section 412 of the Code, Title IV or ERISA. The Company Disclosure Letter sets forth has never maintained, established, participated in, contributed to, been obligated to contribute to or otherwise incurred any obligation or Liability under, any “multiemployer plan” (within the meaning of Section 3(37) or 4001(a)(3) of ERISA) (a complete and accurate list of each material Employee “Multiemployer Plan”). For purposes of this Agreement, No Assumed Benefit Plan is a “Employee Plan” means each (i) “employee benefit multiple employer plan” (as defined in Section 3(3413 of the Code), a plan sponsored by a human resources or benefits outsourcing entity, professional employer organization or similar vendor or provider, a “multiple employer welfare arrangement” (as defined in Section 3(40) of ERISA), whether or a plan maintained in connection with any trust described in Section 501(c)(9) of the Code. (f) There does not subject now exist, nor do any circumstances exist that could reasonably be expected to ERISA and (ii) other employmentresult in, bonus, stock option, stock purchase any Controlled Group Liability that could be a Liability of Buyer or other equity-based, benefit, incentive compensation, profit sharing, savings, retirement (including early retirement and supplemental retirement), disability, insurance, vacation, incentive, deferred compensation, supplemental retirement (including termination indemnities and seniority payments), severance, termination, retention, change any of control and other similar fringe, welfare or other its Affiliates following the Closing in respect of any employee benefit plan, program, agreement, contract, policy or binding arrangement (whether or not in writing) plan maintained or contributed to for the benefit of or relating to any current or former employee or director of the Company, any of its Subsidiaries or any other trade or business (whether or not incorporated) which would be treated as a single employer with the Company by Seller or any of its Subsidiaries under Affiliates. (g) None of the Assumed Benefit Plans provides retiree health or life insurance benefits except as may be required by Section 414 4980B of the Code (an “and Section 601 of ERISA Affiliate”), or with respect to which the Company or any other applicable Law or at the expense of its Subsidiaries has any current material Liability. the participant or the participant’s beneficiary. (h) With respect to each Employee Assumed Benefit Plan, other than an to the extent relating to the Employees of the Business, all material contributions, premiums or payments required to be made or paid have been made or paid on or before their due dates (including permissible extensions). (i) Each Business Employee Benefit Plan, to the extent relating to the Employees of the Business, that is a “nonqualified deferred compensation plan” (as such term is defined in Section 409A(d)(1) of the Code) has been administered in all material respects in compliance with its terms and the operational and documentary requirements of Section 409A of the Code and the regulations thereunder. The Company does not have any obligation to gross-up, indemnify or otherwise reimburse any individual for any excise Taxes, interest or penalties incurred pursuant to Section 409A of the Code. (j) Except as would not result in a material Liability to the Company, each Assumed Benefit Plan that is maintained in outside the jurisdiction of the United States or covers any nonemployees or other service providers of the Company or the Business who reside or work outside of the United States (each, a “Non-U.S. jurisdiction primarily for the benefit of persons substantially all of whom are non-resident aliens (the “International Employee PlansAssumed Benefit Plan”)) has, to the extent applicable intended or required to be qualified, approved or registered by or with a Governmental Entity, been so qualified, approved or registered by or with such Governmental Entity and, to the knowledge of Seller, no condition exists that would reasonably be expected to jeopardize such qualification, approval or registration, as applicable. To the extent required to be funded and/or book reserved, each Non-U.S. Assumed Benefit Plan is fully funded and/or book reserved, as appropriate, based upon reasonable actuarial assumptions and does not have material unfunded Liabilities or Liabilities that could reasonably be or expected to be imposed upon the assets of the Company has made available or Buyer or any of the Company’s or Buyer’s Affiliates by reason of such Non-U.S. Assumed Benefit Plan. (k) Except as disclosed on Schedule 3.16(k), neither the execution and delivery of this Agreement nor the consummation of the Transactions (alone or in conjunction with termination of employment) will, subject to Parent complete and accurate copies Buyer’s compliance with its obligations under Section 8.01, (i) entitle any Employee of (A) the most recent annual report on Form 5500 required Business to have been filed with the IRS for each severance pay or any material increase in severance pay under any Business Employee Benefit Plan, including all schedules thereto; (Bii) the most recent determination letter, if any, from the IRS for entitle any Employee Plan of the Business to any material compensation or benefit under any Business Employee Benefit Plan; (iii) accelerate the time of payment, vesting or funding, or materially increase the amount of, any compensation or benefit or trigger any other material obligation to any Employee of the Business under any Business Employee Benefit Plan; (iv) result in any payment of any amount to any Employee of the Business that is intended to qualify under could, individually or in combination with any other such payment, constitute an “excess parachute payment” as defined in Section 401(a280G(b)(1) of the Code; or (Cv) result in the current plan documents and summary plan descriptionsbreach or violation of or default under, or a written description limit Buyer’s right to amend, modify or terminate, any Assumed Benefit Plan except, in the case of the terms of any material Employee Plan that is not in writing; clauses (Di) any related trust agreementsthrough (iii), insurance contracts, insurance policies or other documents of any funding arrangements; and (E) any notices to or from the IRS or any office or representative of the DOL or any similar Governmental Authority relating to any compliance issues in respect of any such Employee Plan. With respect to each material International Employee Plan, to the extent applicable, the Company has made available to Parent (x) the most recent annual report or similar compliance documents required to be filed with any Governmental Authority with respect to such plan (y) the plan documents or a written description of the terms of any International Employee Plan that is not in writing and (z) any document comparable to the determination letter reference under clause (B) of the prior sentence issued by a Governmental Authority for arrangements relating to the satisfaction exercise by an Employee of Law necessary the Business of any rights under applicable Law. The Company does not have any obligation to obtain gross-up, indemnify or otherwise reimburse any individual for any excise Taxes, interest or penalties incurred pursuant to Section 4999 of the most favorable tax treatmentCode.

Employee Plans. (a) Section 4.18(a) of After the Company Disclosure Letter sets forth a complete and accurate list of each material Employee Plan. For purposes of this AgreementClosing, “Employee Plan” means each Seller warrants that Buyer shall not have any responsibility or liability under any: (i) “employee benefit plan” (, as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), whether maintained or not subject contributed to by Seller or any subsidiary for any of its employees, former employees or directors (or their respective beneficiaries), including without limitation any group insurance or self-insured health plan, severance pay plan, non-qualified deferred compensation plan or retirement plan intended to be qualified under Internal Revenue Code (the “Code”) Section 401(a) (collectively, the "ERISA and Plans"); (ii) trust fund maintained by Seller or any subsidiary in connection with any such ERISA Plan; (iii) cafeteria plan" ("125 Plan") maintained by Seller and governed by Code Section 125; or (iv) other employmentplan maintained by Seller providing compensation, benefits or perquisites to any employees, former employees or directors (or their respective beneficiaries) of Seller or any subsidiary, including without limitation any incentive, bonus, stock option, stock purchase restricted stock, vacation pay or other equity-based, benefit, incentive compensation, profit sharing, savings, retirement sick pay plan. (including early retirement b) Seller represents that Seller and supplemental retirement), disability, insurance, vacation, incentive, deferred compensation, supplemental retirement (including termination indemnities and seniority payments), severance, termination, retention, change of control and other similar fringe, welfare or other employee benefit plan, program, agreement, contract, policy or binding arrangement (whether or not in writing) maintained or contributed to for the benefit of or relating to any current or former employee or director of the Company, any its subsidiaries have timely complied with all of its Subsidiaries or any other trade or business (whether or not incorporated) which would be treated as a single employer with the Company or any of its Subsidiaries "COBRA" obligations under ERISA Section 414 of the 602, Code (an “ERISA Affiliate”)Section 4980B and applicable state insurance laws, or with respect to which any group life insurance and health benefit continuation coverage required to be provided by those of its ERISA Plans and any 125 Plan that provide such benefits for employees (and their respective beneficiaries) that are or have been employed in connection with the Company or Assets being acquired by Buyer hereunder; and Seller warrants that Seller and its subsidiaries will continue, after the Closing, to comply with such obligations with respect to any of its Subsidiaries has any current material Liability. With respect their employees, former employees or their respective beneficiaries who are or become entitled to each Employee Plan, other than an Employee Plan that is maintained in any non-U.S. jurisdiction primarily for the benefit of persons substantially all of whom are non-resident aliens (the “International Employee Plans”)such continuation coverage, to the extent required by applicable the Company has made available to Parent complete and accurate copies of (A) the most recent annual report on Form 5500 required to have been filed with the IRS for each Employee Plan, including all schedules thereto; (B) the most recent determination letter, if any, from the IRS for any Employee Plan that is intended to qualify under Section 401(a) of the Code; (C) the current plan documents and summary plan descriptions, or a written description of the terms of any material Employee Plan that is not in writing; (D) any related trust agreements, insurance contracts, insurance policies or other documents of any funding arrangements; and (E) any notices to or from the IRS or any office or representative of the DOL or any similar Governmental Authority relating to any compliance issues in respect of any such Employee Plan. With respect to each material International Employee Plan, to the extent applicable, the Company has made available to Parent (x) the most recent annual report or similar compliance documents required to be filed with any Governmental Authority with respect to such plan (y) the plan documents or a written description of the terms of any International Employee Plan that is not in writing and (z) any document comparable to the determination letter reference under clause (B) of the prior sentence issued by a Governmental Authority relating to the satisfaction of Law necessary to obtain the most favorable tax treatmentlaws.

Employee Plans. The Borrower will: (a) notify the Bank promptly of the establishment of any Plan, except that prior to the establishment of any “welfare plan” (as defined in Section 4.18(a3(1) of ERISA) covering any employee of the Company Disclosure Letter sets forth a complete and accurate list Borrower or any Subsidiary for any period after such employee’s termination of each material Employee Plan. For purposes employment other than such period required by the Consolidated Omnibus Budget Reconciliation Act of this Agreement, 1986 or “Employee Plan” means each (i) “employee defined benefit plan” (as defined in Section 3(33(35) of ERISA), whether it will obtain the Bank’s prior written approval of such establishment; (b) at all times make prompt payments or not subject contributions to ERISA and (ii) other employment, bonus, stock option, stock purchase or other equity-based, benefit, incentive compensation, profit sharing, savings, retirement (including early retirement and supplemental retirement), disability, insurance, vacation, incentive, deferred compensation, supplemental retirement (including termination indemnities and seniority payments), severance, termination, retention, change meet the minimum funding standards of control and other similar fringe, welfare or other employee benefit plan, program, agreement, contract, policy or binding arrangement (whether or not in writing) maintained or contributed to for the benefit of or relating to any current or former employee or director Section 412 of the CompanyInternal Revenue Code of 1986, any of its Subsidiaries or any other trade or business (whether or not incorporated) which would be treated as a single employer with the Company or any of its Subsidiaries under Section 414 of the Code (an “ERISA Affiliate”)amended, or with respect to which each Plan; (c) promptly after the Company or any of its Subsidiaries has any current material Liability. With respect to each Employee Planfiling thereof, other than an Employee Plan that is maintained in any non-U.S. jurisdiction primarily for the benefit of persons substantially all of whom are non-resident aliens (the “International Employee Plans”), furnish to the extent applicable the Company has made available to Parent complete and accurate copies of (A) the most recent annual report on Form 5500 required to have been filed with the IRS for each Employee Plan, including all schedules thereto; (B) the most recent determination letter, if any, from the IRS for any Employee Plan that is intended to qualify under Section 401(a) of the Code; (C) the current plan documents and summary plan descriptions, or Bank a written description of the terms copy of any material Employee Plan that is not in writing; (D) any related trust agreements, insurance contracts, insurance policies or other documents of any funding arrangements; and (E) any notices to or from the IRS or any office or representative of the DOL or any similar Governmental Authority relating to any compliance issues in respect of any such Employee Plan. With respect to each material International Employee Plan, to the extent applicable, the Company has made available to Parent (x) the most recent annual report or similar compliance documents required to be filed pursuant to Section 103 of ERISA in connection with each Plan for each Plan year, including but not limited to the Schedule B attached thereto, if applicable; (d) notify the Bank promptly of any “reportable event” (as defined in ERISA) or any circumstances arising in connection with any Governmental Authority with respect Plan which might constitute grounds for the termination thereof by the Pension Benefit Guaranty Corporation or for the appointment by the appropriate United States District Court of a trustee to such plan (y) administer the plan documents or a written description of Plan, the terms initiation of any International Employee audit or inquiry by the Internal Revenue Service or the Department of Labor of any Plan that is not or transaction(s) involving or related to any Plan, or any “prohibited transaction” as defined in writing and (z) any document comparable to the determination letter reference under clause (BSection 406 of ERISA or Section 4975(c) of the Internal Revenue Code of 1986, as amended; (e) notify the Bank prior sentence issued to any action that could result in the assertion of liability under Subtitle E of Title IV of ERISA caused by a Governmental Authority relating the complete or partial withdrawal from any multiemployer plan or to terminate any defined benefit plan sponsored by the satisfaction of Law necessary Borrower or any Subsidiary; and (f) promptly furnish such additional information concerning any Plan as the Bank may from time to obtain the most favorable tax treatmenttime request.

Employee Plans. (a) Section 4.18(aSchedule 3.15(a) of the Company Disclosure Letter sets forth contains a correct and complete and accurate list of identifying each material Employee Plan. For purposes of this Agreement, “Employee Plan” means each (i) “employee benefit plan” (”, as defined in Section 3(3) of ERISA), whether or not subject to ERISA and (ii) each other employment, bonus, stock option, stock purchase or other equity-based, benefit, incentive compensation, profit sharing, savings, retirement (including early retirement and supplemental retirement), disability, insurance, vacation, incentive, deferred compensation, supplemental retirement (including termination indemnities and seniority payments), severance, termination, retention, change of control and other similar fringe, welfare or other employee benefit written plan, program, agreementpolicy, contractor arrangement providing for bonuses, policy profit-sharing, stock option or binding arrangement other stock related rights or other forms of incentive or deferred compensation (whether or not in writingsuch plan, program, policy, or arrangement is qualified under Section 401(a) maintained of the Code), vacation benefits, insurance coverage (including any self-insured arrangements), health or medical benefits, employee assistance program, disability or sick leave benefits, workers’ compensation, supplemental unemployment benefits, fringe benefits, severance benefits and post-employment or retirement benefits (including pension, health, medical or life insurance benefits) which (A) is maintained, administered or contributed (or required to for the benefit of or relating be contributed to) to any current or former employee or director of the Company, any of its Subsidiaries or any other trade or business (whether or not incorporated) which would be treated as a single employer with by the Company or any of its Subsidiaries under Section 414 ERISA Affiliate and (B) covers any individual who is a current employee, former employee, consultant, or independent service provider of the Code (an “ERISA Affiliate”)Company, or with respect to which the Company or any of its Subsidiaries has any current material Liabilityactual or potential liability (such plans (excluding The Continental Retirement Plan), collectively the “Employee Plans”). With Current and complete copies of such Employee Plans (and, if applicable, related trust or funding agreements or insurance policies and the most recent summary plan description) and all amendments thereto have been made available to Buyer together with the three most recent annual reports (Form 5500 including, if applicable, Schedule B thereto) and Tax Returns (Form 990) prepared in connection with any such Employee Plan or trust. (b) Except with respect to The Continental Retirement Plan, neither the Company nor any ERISA Affiliate presently sponsors, maintains or contributes to, or has in the past ten years sponsored, maintained or contributed to, or agreed to sponsor, maintain or contribute to, any Pension Plan. (c) Except as set forth on Schedule 3.15(c), each Employee PlanPlan (and all related trusts, other than insurance contracts and funds in the case of an Employee Plan that is maintained funded): (i) has been maintained, funded and administered in accordance with its terms; and (ii) complies with all applicable provisions of ERISA, the Code, and all other statutes, orders, laws, rules and regulations, except for instances in which failure to meet the requirements of clauses (i) or (ii) of this Section 3.15(c) do not individually or in the aggregate have a Company Material Adverse Effect. No events have occurred with respect to any non-U.S. jurisdiction primarily for Employee Plan that could result in payment or assessment of any material excise taxes under the benefit Code or any material penalties or liability under Title I or Title IV of persons substantially all of whom are non-resident aliens (the “International Employee Plans”), to the extent applicable ERISA by the Company has made available to Parent complete and accurate copies of (A) the most recent annual report on Form 5500 required to have been filed with the IRS for each or any Employee Plan, including all schedules thereto; . (Bd) the most recent determination letter, if any, from the IRS for any Each such Employee Plan that is intended to qualify meet the requirements of a “qualified plan” under Code Section 401(a) is entitled to rely upon a currently effective determination, opinion or advisory letter from the Internal Revenue Service as to the tax-qualified form of the Code; (C) the current plan documents such Employee Plan, and summary plan descriptions, or a written description of the terms Seller is not aware of any material Employee Plan facts or circumstances that is not in writing; (D) any related trust agreements, insurance contracts, insurance policies or other documents of any funding arrangements; and (E) any notices would reasonably be expected to or from adversely affect the IRS or any office or representative of the DOL or any similar Governmental Authority relating to any compliance issues in respect tax-qualified status of any such Employee Plan. With respect to each material International Employee Plan, to the extent applicable, the Company Seller has made available to Parent (x) Buyer copies of the most recent annual report Internal Revenue Service determination, opinion or similar compliance documents required to be filed with any Governmental Authority advisory letters with respect to each such plan Employee Plan. (ye) Except as set forth on Schedule 3.15(e), the plan documents consummation of the transactions contemplated by this Agreement will not (either alone or together with any other event) entitle any employee, former employee or director of the Company to severance pay or accelerate the time of payment or vesting or trigger any payment or funding (through a written description grantor trust or otherwise) of compensation or benefits under, or increase the amount payable or trigger any other material obligation pursuant to, any Employee Plan. Except as set forth on Schedule 3.15(e) there is no contract, agreement, plan, program, policy or arrangement covering any employee or former employee of the Company that, individually or collectively, would give rise to the payment of any amount by the Company that would not be deductible pursuant to the terms of Sections 162(m) or 280G of the Code. The Company has no obligation to “gross up,” reimburse or indemnify any International Person for any Taxes under Code Sections 4999 or 409A. Seller represents that (i) the only currently outstanding incentive compensation awards that Seller or the Company have granted to employees of the Company have been granted pursuant to the Seller’s 2010 Long-Term Incentive Plan (the “2010 LTIP”) and include only stock options, restricted stock units, performance stock units and performance bonus awards, and (ii) a complete listing (including outstanding awards held by each such employee) of the outstanding awards granted pursuant to the 2010 LTIP to employees of the Company is set forth on Schedule 3.15(e). (f) Except as set forth on Schedule 3.15(f), the Company does not have any liability (accrued, absolute, contingent or otherwise) in respect of post-retirement health, medical or life insurance benefits or other welfare benefits for retired, former or current employees of the Company (or their spouses or dependents) except as required under Section 4980B of the Code and Sections 601 through 607 of ERISA or comparable state law. (g) Each Employee Plan may be modified or terminated, in whole or in part, by the applicable Company or the applicable ERISA Affiliate without liability to the Company or its ERISA Affiliate, subject only to claims filed or incurred prior to such modification or termination and the restrictions imposed by the Code, ERISA, the Collective Bargaining Agreements, the written employment agreements with Company executives set forth on Schedule 3.15(g) and other applicable Law. (h) There is no matter pending or threatened (other than routine qualification determination filings) with respect to any of the Employee Plans before any Governmental Authority. (i) Each Employee Plan that constitutes a “nonqualified deferred compensation plan” under Code Section 409A(d)(1) and that is not subject to Code Section 409A is in writing compliance with Code Section 409A, and all awards issued thereunder have been operated in compliance with the applicable Employee Plan’s terms and/or as required under Code Section 409A or other applicable Laws. (zj) any document comparable to The Company maintains no Employee Plan outside the determination letter reference under clause (B) jurisdiction of the prior sentence issued by a Governmental Authority relating United States (“Foreign Plans”) and the Company has no liability (accrued, absolute, contingent or otherwise) with respect to the satisfaction of Law necessary to obtain the most favorable tax treatmentany Foreign Plan.

Employee Plans. (a) Section 4.18(a3.16(a) of the Company Disclosure Letter sets forth a complete and accurate list of each material Employee Plan. For purposes of this Agreement, “Employee Plan” means (i) each (iA) “employee benefit plan” (as defined in Section 3(3) of ERISA), whether or not subject to ERISA and (iiB) other material terms of employment, including bonus, stock option, stock purchase or other equity-basedequity‑based, benefit, incentive compensation, profit sharing, savings, retirement (including early retirement and supplemental retirement), disability, insurancevacation (entitlement and accrual), vacation, incentivesick days (entitlement and accrual), deferred compensation, supplemental retirement (including termination indemnities and seniority payments), severance, termination, retention, change of control and other similar fringe, welfare or other employee benefit plan, program, agreement, contract, written policy or binding arrangement (whether or not in writing) maintained or contributed to or for the benefit of or relating to any current or former employee employee, officer or director of the Company, any of its Subsidiaries or any other trade or business (whether or not incorporated) which would be treated as a single employer with the Company or any of its Subsidiaries under Section 414 of the Code (an “ERISA Affiliate”), or with respect to which the Company or any of its Subsidiaries has any current Liability, and (ii) each employment agreement with each executive management employee of the Company or any of its Subsidiaries ((i) and (ii) collectively the “Material Employee Plans” and, together with any other material Liabilityemployment agreement with respect to which the Company or one of its Subsidiaries is a party, the “Employee Plans”), in each case, excluding plans, agreements or other arrangements required to be established or contributed to by statute or regulatory agency. The Company has provided to the Parent true and complete copies of all forms of employment agreements used for its and its Subsidiaries’ employees. (b) With respect to each Employee Plan, other than an Employee Plan that is maintained in any non-U.S. jurisdiction primarily for the benefit of persons substantially all of whom are non-resident aliens (the “International Employee Plans”), to the extent applicable applicable, the Company has made available to Parent complete and accurate copies of (A) each Material Employee Plan; (B) the two most recent annual report on Form 5500 required to have been filed with the IRS for each Employee Plan, including all schedules thereto; thereto; (BC) the most recent determination letter, if any, from the IRS for any Employee Plan that is intended to qualify under Section 401(a) of the Code; Code; (CD) the current plan documents and summary plan descriptions, or a written description of the terms of any material Employee Plan that is not in writing; writing; (DE) any related trust agreements, insurance contracts, insurance policies or other documents of any funding arrangements; and arrangements; (EF) any notices to or from the IRS or any office or representative the United States Department of the DOL or any similar Governmental Authority Labor relating to any material compliance issues in respect of any such Employee Plan. With Plan; (G) with respect to each material International Employee PlanPlan that is maintained in any non‑U.S. jurisdiction, to the extent applicable, the Company has made available to Parent (x) the most recent annual report or similar compliance documents required to be filed with any Governmental Authority with respect to such plan and (y) the plan documents or a written description of the terms of any International Employee Plan that is not in writing and (z) any document comparable to the determination letter reference under clause (BC) of the prior sentence above issued by a Governmental Authority relating to the satisfaction of Law necessary to obtain the most favorable tax treatmenttreatment; (H) in the case of each Employee Plan intended to be qualified under Section 401(a) of the Code, the most recent IRS determination or opinion letter applicable to the Company Benefit Plans; and (I) all related custodial agreements, insurance policies (including fiduciary liability insurance covering the fiduciaries of the Employee Plan), administrative services and similar agreements, and investment advisory or investment management agreements, if any. Each such Form 5500 and each such summary plan description (or similar document) was as of its date and is true, complete and correct in all material respects. (c) No Employee Plan is (1) a “defined benefit plan” (as defined in Section 414 of the Code), (2) a “multiemployer plan” (as defined in Section 3(37) of ERISA), (3) a “multiple employer plan” (as defined in Section 4063 or 4064 of ERISA) (in each case under clause (1), (2) or (3) whether or not subject to ERISA) or (4) subject to Section 302 of ERISA, Section 412 of the Code or Title IV of ERISA. None of the Company, any of its Subsidiaries, any officer of the Company or any of its Subsidiaries or any of the Employee Plans which are subject to ERISA, any trusts created thereunder or any trustee or administrator thereof, has engaged in a “prohibited transaction” (as such term is defined in Section 406 of ERISA or Section 4975 of the Code) or any other breach of fiduciary responsibility that would reasonably be expected to subject the Company, any of its Subsidiaries or any officer of the Company or any of its Subsidiaries to any material tax or penalty on prohibited transactions imposed by such Section 4975 of the Code or to any liability under Section 502(i) or 502(1) of ERISA. (d) Each Employee Plan has been entered into, maintained, operated and administered in compliance in all material respects with its terms and with all applicable Law including the applicable provisions of ERISA and the Code. (e) There are no Legal Proceedings pending or, to the Knowledge of the Company, threatened on behalf of or against any Employee Plan, the assets of any trust under any Employee Plan, or the plan sponsor, plan administrator or any fiduciary or any Employee Plan with respect to the administration or operation of such plans, other than (x) routine claims for benefits that have been or are being handled through an administrative claims procedure or (y) Legal Proceedings that have not resulted in and would not reasonably be expected to result in, individually or in the aggregate, material liabilities to the Company and its Subsidiaries (taken as a whole). (f) With respect to each Employee Plan that is a “welfare benefit plan” within the meaning of Section 3(1) of ERISA (i) no such Employee Plan provides benefits to former employees of the Company or its ERISA Affiliates, other than pursuant to Section 4980B of the Code or any similar Law; (ii) no such Employee Plan is unfunded or funded through a “welfare benefits fund” (as such term is defined in Section 419(e) of the Code), (iii) each such Employee Plan that is a “group health plan” (as such term is defined in Section 5000(b)(1) of the Code), complies with the applicable requirements of Section 4980B(f) of the Code and (iv) each such Employee Plan (including any such Employee Plan covering retirees or other former employees) may be amended or terminated without material liability to the Company and the Company’s Subsidiaries on or at any time after the Effective Time. (g) Each Employee Plan that is intended to be “qualified” under Section 401 of the Code may rely on a prototype opinion letter or has received a favorable determination letter from the IRS to such effect (or there remains sufficient time for the Company of its Subsidiaries to file an application for such determination letter from the IRS) and no such determination letter opinion has been revoked nor, to the Knowledge of the Company, no fact, development or event has occurred or exists since the date of such determination or opinion letter that has materially and adversely affected the qualified status of any such Employee Plan nor has any such Employee Plan been amended since the date of its most recent determination opinion letter or application therefor in any respect that would materially and adversely affect its qualification or materially increase its costs.

Employee Plans. (a) Section 4.18(a) All accrued obligations of the Company, whether arising by operation of law, by contract or past custom, or otherwise, for payments by the Company to trusts or other funds or to any Governmental Entity, with respect to unemployment compensation benefits, social security benefits or any other benefits or obligations, with respect to employment of employees through the date hereof have been paid or adequate accruals therefor have been made in the Financial Statements, and adequate accruals for all such obligations will be made through the Closing Date. All reasonably anticipated obligations of the Company Disclosure Letter sets forth a complete and accurate list of each material Employee Plan. For purposes of this Agreement, “Employee Plan” means each (i) “employee benefit plan” (as defined in Section 3(3) of ERISA)with respect to employees, whether arising by operation of law, by contract, by past custom, or not subject otherwise, for salaries, vacation and holiday pay, sick pay, bonuses and other forms of compensation payable to ERISA employees in respect of the services rendered by any of them prior to the date hereof have been or will be paid by the Company prior to the Closing Date or adequate accruals therefor have been made in the Financial Statements, and adequate accruals for all such obligations will be made through the Closing Date. (iib) other employment, Schedule 2.11 lists all bonus, stock pension, option, stock purchase or other equity-basedsecurity purchase, benefit, incentive welfare, profit-sharing, deferred compensation, profit sharingretainer, savingsconsulting, retirement (including early retirement and supplemental retirement), welfare, disability, vacation, severance, hospitalization, insurance, vacation, incentive, deferred compensation, supplemental retirement (including termination indemnities and seniority payments), severance, termination, retention, change of control compensation and other similar fringe, welfare fringe or other employee benefit planplans, programfunds, agreementprograms or arrangements, contractwhether written or oral, policy or binding arrangement (whether or not in writing) each of the foregoing cases which cover, are maintained or contributed to for the benefit of of, or relating relate to any or all current or former employee employees, members, officers or director directors of the Company, any of its Subsidiaries or and any other trade or business entity (whether or not incorporated"ERISA AFFILIATE") which would be treated as a single employer with related to the Company or any of its Subsidiaries under Section 414 414(b), (c), (m) and (o) of the Internal Revenue Code of 1986, as amended (an “ERISA Affiliate”the "CODE") (the "EMPLOYEE PLANS"), or together with respect to which the Company or any of its Subsidiaries has any current material Liabilityall accrued liabilities under such Employee Plans. With respect to each Employee Plan, other than an Employee Plan that is maintained in any non-U.S. jurisdiction primarily for the benefit of persons substantially all of whom are non-resident aliens (the “International Employee Plans”), to the extent applicable the Company has made available to Parent complete and accurate copies of (A) the most recent annual report on Form 5500 required to have been filed with the IRS for each Employee Plan, including all schedules thereto; (B) the most recent determination letter, if any, from the IRS for any Employee Plan that is intended to qualify under Section 401(a) of the Code; (C) the current plan documents and summary plan descriptions, or a written description of the terms of any material Employee Plan that is not in writing; (D) any related trust agreements, insurance contracts, insurance policies or other documents of any funding arrangements; and (E) any notices to or from the IRS or any office or representative of the DOL or any similar Governmental Authority relating to any compliance issues in respect of any such Employee Plan. With respect to each material International Employee PlanBuyer, to the extent applicable, the Company has made available to Parent true and complete copies of (xi) all plan documents, (ii) the most recent annual report or similar compliance documents required to be determination letter received from the Internal Revenue Service (the "IRS"), (iii) the most recent application for determination filed with any Governmental Authority with respect to such plan the IRS, (yiv) the plan documents or a written description of latest actuarial valuations, (v) the terms of any International Employee Plan that is not in writing and latest financial statements, (zvi) any document comparable to the determination letter reference under clause three (B3) of the prior sentence issued by a Governmental Authority relating to the satisfaction of Law necessary to obtain the most favorable tax treatment.recent Form 5500 Annual Reports,

Employee Plans. (a) Section 4.18(a) of the Company Disclosure Letter The attached Schedule 3.16 sets forth a complete and accurate list of each material Employee Plan. For purposes of this Agreement, “Employee Plan” means each the following: (i) all “employee welfare benefit planplans,” (as defined in Section 3(33(1) of ERISA, sponsored or maintained by the Company or to which contributions are made by the Company on behalf of current employees of the Company (such employees are collectively referred to as the “Business Employees”) or with respect to which the Company or any ERISA Affiliate has any Liability or potential Liability (the “Welfare Plans”), whether or not subject to ERISA and ; (ii) other employmentall “employee pension benefit plans,” as defined in Section 3(2) of ERISA, bonus, stock option, stock purchase sponsored or other equity-based, benefit, incentive compensation, profit sharing, savings, retirement (including early retirement and supplemental retirement), disability, insurance, vacation, incentive, deferred compensation, supplemental retirement (including termination indemnities and seniority payments), severance, termination, retention, change of control and other similar fringe, welfare or other employee benefit plan, program, agreement, contract, policy or binding arrangement (whether or not in writing) maintained or contributed to for by the benefit of or relating to any current or former employee or director of the Company, any of its Subsidiaries Company or any other trade or business (whether or not incorporated) which would be is or has ever been under control or treated as a single employer with the Company or any of its Subsidiaries under Section 414 414(b), (c), (m) or (o) of the Code (an “ERISA Affiliate”), ) or to which the Company or any ERISA Affiliate has contributed on behalf of the Business Employees or any former employee of the Company or with respect to which the Company or any of its Subsidiaries ERISA Affiliate has any current material Liability. Liability or potential Liability (the “Pension Plans”); and (iii) all other employee benefit arrangements, programs, policies or payroll practices, including without limitation all severance pay, sick leave, vacation pay, salary continuation for disability, retirement, deferred compensation, bonus, hospitalization, medical insurance, cafeteria, life insurance, tuition reimbursement and scholarship programs sponsored or maintained by the Company or to which contributions are made by the Company on behalf of Business Employees or with respect to which the Company or any ERISA Affiliate has any Liability or potential Liability (collectively, such programs, policies and practices, together with the Welfare Plans and Pension Plans, are referred to as the “Benefit Plans”). (b) The Company does not sponsor, maintain or contribute to or in any way directly or indirectly (including, without limitation, indirect liability as a member of a controlled group that includes an ERISA Affiliate that has any such responsibility)(whether contingent or otherwise) with respect to any plan to which the funding requirements of Section 412 of the Code apply or to any “multiemployer plan” as defined in Section 3(37) or 4001(a)(3) of ERISA and has not had any direct or indirect responsibility within the three years preceding the date of the signing of this Agreement. (c) With respect to each Employee Plan, other than an Employee Plan that is maintained in any non-U.S. jurisdiction primarily for the benefit of persons substantially all of whom are non-resident aliens (the “International Employee Plans”), to the extent applicable the Company has made available to Parent complete and accurate copies of (A) the most recent annual report on Form 5500 required to have been filed with the IRS for each Employee Plan, including all schedules thereto; (B) the most recent determination letter, if any, from the IRS for any Employee Pension Plan that is intended to qualify under Code Section 401(a), such Pension Plan and its related trust has received or has an application pending for obtaining a determination letter from the IRS that it is so qualified and that its trust is exempt from Tax under Section 501(a) of the Code; Code and no facts or set of circumstances exist that could reasonably be expected to cause such plan and related trust to be disqualified or to be so non-exempt from Tax. Each Pension Plan has been administered in accordance with its terms and all applicable legal requirements. There have been no prohibited transactions within the meaning of Code Section 4975 or breach of fiduciary duty under ERISA and no investigations by any governmental agency or other actions or written claims against or directly involving any Benefit Plan (C) except claims for benefits payable in the current plan documents and summary plan descriptions, or a written description normal operation of the terms of any material Employee Plan that is not in writing; (D) any related trust agreements, insurance contracts, insurance policies or other documents of any funding arrangements; and (E) any notices to or from the IRS or any office or representative of the DOL or any similar Governmental Authority relating to any compliance issues in respect of any such Employee PlanBenefit Plans). With respect to each material International Employee Benefit Plan, to the extent applicable, the Company has made available to Parent all required reports and descriptions (xincluding without limitation Forms 5500 and summary plan descriptions) the most recent annual report have been timely filed or similar compliance documents distributed in accordance with applicable Law. (d) All contributions (including all employer contributions and employee salary reduction contributions) required to be filed with any Governmental Authority made to or with respect to such plan (y) each Benefit Plan with respect to the plan documents service of Business Employees or a written description former employees of the terms of any International Employee Plan that is not in writing and (z) any document comparable to the determination letter reference under clause (B) Company as of the prior sentence issued by Effective Date and all contributions for any period ending on or before the Effective Date that are not yet due have been made or have been accrued for in the books and records of the Company. (e) The Company has complied with the health care continuation requirements of Part 6 of Title I of ERISA and all similar state laws. (f) The Company does not maintain, contribute to or have an obligation to contribute to, nor has any liability with respect to, any employee welfare benefit plan providing health or life insurance or other welfare type benefits beyond termination of employment or retirement other than in accordance with COBRA. (g) None of the Benefit Plans is a Governmental Authority relating to deferred compensation plan within the satisfaction meaning of Law necessary to obtain the most favorable tax treatment.Code Section 409A.

Employee Plans. (a) Section 4.18(a) All accrued obligations of the Company, whether arising by operation of law, by contract or past custom, or otherwise, for payments by the Company to trusts or other funds or to any Governmental Entity, with respect to unemployment compensation benefits, social security benefits or any other benefits or obligations, with respect to employment of employees through the date hereof have been paid or adequate accruals therefor have been made in the Financial Statements, and adequate accruals for all such obligations will be made through the Closing Date. All reasonably anticipated obligations of the Company Disclosure Letter sets forth a complete and accurate list of each material Employee Plan. For purposes of this Agreement, “Employee Plan” means each (i) “employee benefit plan” (as defined in Section 3(3) of ERISA)with respect to employees, whether arising by operation of law, by contract, by past custom, or not subject otherwise, for salaries, vacation and holiday pay, sick pay, bonuses and other forms of compensation payable to ERISA employees in respect of the services rendered by any of them prior to the date hereof have been or will be paid by the Company prior to the Closing Date or adequate accruals therefor have been made in the Financial Statements, and adequate accruals for all such obligations will be made through the Closing Date. (iib) other employment, Schedule 2.11 lists all bonus, stock pension, option, stock purchase or other equity-basedsecurity purchase, benefit, incentive welfare, profit-sharing, deferred compensation, profit sharingretainer, savingsconsulting, retirement (including early retirement and supplemental retirement), welfare, disability, vacation, severance, hospitalization, insurance, vacation, incentive, deferred compensation, supplemental retirement (including termination indemnities and seniority payments), severance, termination, retention, change of control compensation and other similar fringe, welfare fringe or other employee benefit planplans, programfunds, agreementprograms or arrangements, contractwhether written or oral, policy or binding arrangement (whether or not in writing) each of the foregoing cases which cover, are maintained or contributed to for the benefit of of, or relating relate to any or all current or former employee employees, members, officers or director directors of the Company, any of its Subsidiaries or and any other trade or business entity (whether or not incorporated"ERISA AFFILIATE") which would be treated as a single employer with related to the Company or any of its Subsidiaries under Section 414 414(b), (c), (m) and (o) of the Internal Revenue Code of 1986, as amended (an “ERISA Affiliate”the "CODE") (the "EMPLOYEE PLANS"), or together with respect to which the Company or any of its Subsidiaries has any current material Liabilityall accrued liabilities under such Employee Plans. With respect to each Employee Plan, other than an Employee Plan that is maintained in any non-U.S. jurisdiction primarily for the benefit of persons substantially all of whom are non-resident aliens (the “International Employee Plans”), to the extent applicable the Company has made available to Parent complete and accurate copies of (A) the most recent annual report on Form 5500 required to have been filed with the IRS for each Employee Plan, including all schedules thereto; (B) the most recent determination letter, if any, from the IRS for any Employee Plan that is intended to qualify under Section 401(a) of the Code; (C) the current plan documents and summary plan descriptions, or a written description of the terms of any material Employee Plan that is not in writing; (D) any related trust agreements, insurance contracts, insurance policies or other documents of any funding arrangements; and (E) any notices to or from the IRS or any office or representative of the DOL or any similar Governmental Authority relating to any compliance issues in respect of any such Employee Plan. With respect to each material International Employee PlanBuyer, to the extent applicable, the Company has made available to Parent true and complete copies of (xi) all plan documents, (ii) the most recent annual report or similar compliance documents required to be determination letter received from the Internal Revenue Service (the "IRS"), (iii) the most recent application for determination filed with the IRS, (iv) the latest actuarial valuations, (v) the latest financial statements, (vi) the three (3) most recent Form 5500 Annual Reports, including Schedule A and Schedule B thereto, (vii) all related trust agreements, insurance contracts or other funding arrangements which implement any Governmental Authority of such Employee Plans, (viii) all Summary Plan Descriptions and summaries of material modifications and all modifications thereto communicated to employees, and (ix) in the case of stock options or stock appreciation rights issued under any Employee Plan, a list of holders, dates of grant, number of shares, exercise price per share and dates exercisable. Neither the Company nor any ERISA Affiliate of the Company has any liability or contingent liability with respect to such plan (y) the plan documents or a written description of the terms of any International Employee Plan that is not in writing and (z) any document comparable to the determination letter reference under clause (B) of the prior sentence issued by a Governmental Authority relating to the satisfaction of Law necessary to obtain the most favorable tax treatment.to

Employee Plans. (a) Section 4.18(aSchedule 3.20(a) of the Company Disclosure Letter sets forth a true and complete and accurate list of each material Employee Plan. For purposes of this Agreement, “Employee Plan” means each (i) “all employee benefit plan” plans (as defined in within the meaning of Section 3(3) of ERISA), whether or not subject to ERISA every “registered pension plan” as defined in s. 248(1) of the Canadian Income Tax Act, and (ii) other employment, all bonus, stock option, stock purchase or other equity-basedpurchase, benefit, incentive compensation, profit sharing, savings, retirement (including early retirement and supplemental retirement), disability, insurance, vacationrestricted stock, incentive, deferred compensation, executive compensation, retiree medical or life insurance, retirement, supplemental retirement (including termination indemnities and seniority payments)retirement, severance, termination, retention, change of control and other similar fringe, welfare severance or other employee benefit planplans, programprograms or arrangements in which employees of USP or Renown participate, agreementwith respect to which either USP or Renown has any obligation or which are maintained, contract, policy or binding arrangement (whether or not in writing) maintained or contributed to or sponsored by USP, Renown or any of their Affiliates for the benefit of or relating to any current or former employee employee, officer or director of the CompanyUSP, any of its Subsidiaries Renown or any other trade former employee of USP or business Renown regardless of whether such plans, programs or arrangements are being assumed by the Purchaser (whether hereinafter the “Employee Plans”). Except as set forth in Schedule 3.20(a), USP has not contributed to or been obligated to contribute to any “multiemployer plan” within the meaning of Section 3(37) of ERISA. Except as set forth in Schedule 3.20(a), Renown has not incorporatedcontributed to or been obligated to contribute to any “multi-employer pension plan” as defined in s.1(1) which would be treated as a single employer with of the Company Pension Benefits Act (Ontario) or any of its Subsidiaries under Section 414 of the Code (an “ERISA Affiliate”similar Canadian pensions benefits statute. Except as otherwise disclosed in Schedule 3.20(a), neither USP nor Renown has made an express or implied commitment to modify, change or terminate any Employee Plan other than a modification, change or termination required by Law. (b) To Seller’s knowledge, with respect to which the Company or any of its Subsidiaries has any current material Liability. With respect to each Employee Plan, other than an Employee Plan that is maintained in any non-U.S. jurisdiction primarily for complete and correct copies of the benefit of persons substantially all of whom are non-resident aliens following documents, where applicable, have been delivered to the Purchaser: (i) the “International Employee Plans”annual reports (Form 5500 series), to the extent applicable the Company has made available to Parent complete and accurate copies of (A) the most recent annual report on Form 5500 required to have been together with schedules, as required, filed with the IRS or Department of Labor (the “DOL”), as applicable, and any financial statements and opinions required by Section 103(a)(3) of ERISA for each Employee Planthe two most recent plan years, including all schedules thereto; (Bii) the most recent determination letterletter or opinion letter issued by the IRS, if any(iii) the most recent summary plan description and all modifications, from as well as all other descriptions distributed to employees or set forth in any manuals or other documents, including written descriptions of all non written Employee Plans, (iv) the IRS for text of the Employee Plan and of any trust, insurance or annuity contracts maintained in connection therewith, (v) any actuarial reports relating to any Employee Plan that for the two most recent plan years; (vi) any annual reports prepared by third party administrators for each Employee Plan for the two most recent plan years, including, but not limited to, any nondiscrimination testing with respect to any qualified plan, and (vii) any services agreement with third parties providing services to any Employee Plan. (c) Each Employee Plan which is intended to qualify be qualified under Section 401(a) of the Code; (C) the current plan documents and summary plan descriptions, or Code has received a written description of the terms of any material Employee Plan that is not in writing; (D) any related trust agreements, insurance contracts, insurance policies or other documents of any funding arrangements; and (E) any notices to or favorable determination letter from the IRS or any office or representative that it is so qualified, and each related trust which is intended to be exempt from federal income Tax pursuant to Section 501(a) of the DOL Code has received a determination letter from the IRS that it is so exempt, and no fact or any similar Governmental Authority relating to any compliance issues in respect event has occurred since the date of any such Employee Plan. determination letter that would adversely affect such qualification, tax-preferred or tax exempt status, as the case may be. (d) With respect to each material International Employee Plan in which employees of USP participate, USP is not currently liable for any Tax arising under Section 4971, 4972, 4975, 4976, 4978, 4979, 4980 or 4980B of the Code, and no fact or event exists which would give rise to any such liability. USP has not incurred any liability under or arising out of ERISA, the Health Insurance Portability and Accountability Act of 1996 and the Family Medical Leave Act of 1993 and, to the knowledge of Seller, no fact or event exists that would result in such a liability. None of the assets of USP are the subject of any lien arising under Section 302(f) of ERISA or Section 412(n) of the Code and USP has not been required to post any security under Section 307 of ERISA or Section 401(a)(29) of the Code with respect to any Employee Plan, and no fact or event exists which would give rise to any such lien or requirement to post any such security. Except as set forth on Schedule 3.20(d), each Employee Plan is fully funded to the extent required by applicable Law. (e) Except as disclosed on Schedule 3.20(e), neither USP nor Renown has any obligation to provide medical or life insurance coverage (whether or not insured) under any Employee Plan or collective bargaining agreement to any current, retired or former employee, director or consultant, or their beneficiaries or dependents, after retirement or other termination of employment, except as may be required by the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) or applicable state medical benefits continuation Law. (f) Each Employee Plan is and at all times has, in all material respects, been maintained, funded, registered, qualified, operated and administered, and each USP and Renown have performed all of its obligations under each Employee Plan, in each case in accordance with the terms of such Employee Plan and in compliance with all applicable Laws, including ERISA and the Code and any similar laws of Canada and Ontario. USP has complied in all material respects with the provisions of COBRA, the Health Insurance Portability and Accountability Act of 1996 and the Family Medical Leave ▇▇▇ ▇▇▇▇. All Employee Plans that are “nonqualified deferred compensation plans” (within the meaning of Section 409A of the Code) have, in all material respects, been maintained and administered since January 1, 2005 in compliance with the requirements of Section 409A of the Code and the regulations and other guidance issued thereunder. All contributions required to be made to any Employee Plan by Applicable Law or the terms of such Employee Plan or any agreement relating thereto, and all premiums due or payable with respect to insurance policies funding any Employee Plan, for any period through the Effective Time, have been timely made or paid in full (without regard to any waivers granted with respect thereto) to any funds or trusts established thereunder or, to the extent applicablenot required to be made or paid on or before the Effective Time, have been properly accrued and fully reflected in the Company has made available to Parent (x) the most recent annual report or similar compliance documents Financial Statements, except as set forth on Schedule 3.20(f). All returns, reports and filings required to be filed with the DOL, the IRS, the Pension Benefit Guaranty Corporation (including any successor thereto, the “PBGC”) or any other Governmental Authority or which must be furnished to any plan participant or beneficiary with respect to each Employee Plan have been timely and accurately filed or furnished. (g) No Employee Plan, nor any related trust, is subject to any pending or threatened investigation, examination or other legal proceeding, initiated by any Governmental Authority or by any other Person (other than routine claims for benefits), and there exists no state of facts which after notice or lapse of time or both could reasonably be expected to give rise to any such investigation, examination or other legal proceeding or to affect the registration or authorization of any Employee Plan required to be registered. Further, should any matter arise which could affect the registration or authorization of any Employee Plan, Seller, USP or Renown, as the case may be, shall, in a timely fashion, take all steps required to ensure the registration or authorization is not affected. No event has occurred respecting any Employee Plan which would entitle any Person to cause the wind-up or termination of such Employee Plan in whole or in part. There have been no withdrawals, applications or transfers of assets from any Employee Plan or the trusts or other funding media relating thereto except in accordance with respect to such plan (y) the plan documents or a written description of the terms of such Employee Plan, Applicable Law and all applicable agreements. (h) Neither the execution of this Agreement nor the consummation of the transactions contemplated hereby (either alone or in conjunction with any International other event) will (i) entitle any Employee Plan to severance pay or any increase in severance pay upon termination of employment after the date of this Agreement, (ii) result in any payment from USP or Renown becoming due to any current or former officer, director or employee of USP or Renown; (iii) increase any benefits otherwise payable under any Employee Plan; or (iv) except as set forth in Schedule 3.20(h) attached hereto, accelerate the time of payment or vesting of compensation or benefits (including stock options) under any Employee Plan. Neither USP nor Renown has made or become obligated to make, and neither USP or Renown will, as a result of the consummation of the transactions contemplated by this Agreement, become obligated to make any payments that is not in writing and could be nondeductible by reason of Section 280G of the Code (zwithout regard to Subsection (b)(4) any document comparable to the determination letter reference under clause (Bthereof) or Section 162(m) of the prior sentence issued by Code (or any corresponding provision of foreign, state or local Law), nor will USP nor Renown be required to “gross up” or otherwise compensate any individual because of the imposition of any excise Tax on such a Governmental Authority relating payment to the satisfaction of Law necessary to obtain the most favorable tax treatmentindividual.

Employee Plans. (a) Section 4.18(a‎3.18(a) of the Company Disclosure Letter sets forth a true, correct and complete and accurate list as of each the date hereof of all material Employee PlanPlans. For purposes of this Agreementagreement, “Employee PlanPlans” means each means: (i) all “employee benefit planplans” (as defined in Section 3(3) of ERISA), whether or not subject to ERISA ERISA; and (ii) all other employment, bonus, phantom stock, restricted stock, restricted stock unit, Company Restricted Stock Unit, Company Option, Company Restricted Stock, stock appreciation right, stock option, stock purchase or other equity-based, benefit, incentive compensation, profit sharing, savings, retirement (including early retirement and supplemental retirement), disability, insurance, vacation, incentive, deferred compensation, supplemental retirement (including termination indemnities and seniority payments), severance, termination, retention, change of control and other similar control, fringe, welfare or other employee material benefit planor compensation plans, programprograms, agreementagreements, contractContracts, policy policies or binding arrangement arrangements (whether or not in writing) maintained maintained, sponsored or contributed to for the benefit of or relating required to any current or former employee or director of the Company, any of its Subsidiaries or any other trade or business (whether or not incorporated) which would be treated as a single employer with contributed to by the Company or any of its Subsidiaries or under Section 414 of the Code (an “ERISA Affiliate”), or with respect to which the Company or any of its Subsidiaries has any current material Liabilityliability, contingent or otherwise. With respect to each material Employee Plan, other than an Employee Plan that is maintained in any non-U.S. jurisdiction primarily for the benefit of persons substantially all of whom are non-resident aliens (the “International Employee Plans”), to the extent applicable applicable, the Company has made available to Parent true, correct and complete and accurate copies of (A1) the most recent annual report on Form 5500 required to have been filed with the IRS for each Employee Plan, including all schedules thereto; (B2) the most recent determination or opinion letter, if any, from the IRS for any Employee Plan that is intended to qualify under pursuant to Section 401(a) of the Code; (C3) the current plan documents (including all amendments thereto) and summary plan descriptions, or a written description of the terms of any material Employee Plan that is not in writing; (D4) any related trust agreements, insurance contracts, insurance policies or other documents of any funding arrangements; and (E5) any notices from the last three years to or from the IRS or any office or representative of the DOL United States Department of Labor or any similar Governmental Authority relating to any material compliance issues in respect of any such Employee Plan. With ; and (6) with respect to each material International Employee PlanPlan that is maintained in any non-United States jurisdiction, to the extent applicable, the Company has made available to Parent (xA) the most recent annual report or similar compliance documents required to be filed with any Governmental Authority with respect to such plan (y) the plan documents or a written description of the terms of any International Employee Plan that is not in writing plan; and (zB) any document comparable to the determination letter reference under referenced pursuant to clause (B2) of the prior sentence above issued by a Governmental Authority relating to the satisfaction of Law necessary to obtain the most favorable tax Tax treatment.

Employee Plans. (a) Section 4.18(a3.16(a) of the Company Disclosure Letter sets forth a complete and accurate list of each material Employee Plan. For purposes of this Agreement, “Employee Plan” means (i) each (iA) “employee benefit plan” (as defined in Section 3(3) of ERISA), whether or not subject to ERISA ERISA, and (iiB) other terms of employment, including bonus, commissions, stock option, restricted stock unit, stock purchase or other equity-based, benefit, incentive compensation, profit sharing, savings, retirement (including early retirement and supplemental pension, retirement), disability, insurancevacation (entitlement and accrual), vacation, incentivesick days (entitlement and accrual), deferred compensation, supplemental retirement (including termination indemnities and seniority payments), severance, termination, retention, change of control control, golden parachute, vacation, meal subsidies, dependent care, medical care, employee assistance program, education or tuition assistance, welfare, or post-employment welfare plan, program, agreement, contract, policy or arrangement and each other material and other similar fringe, welfare or other employee benefit plan, program, agreement, contract, written and unwritten policy or binding arrangement (whether or not in writing) maintained or contributed to by the Company or any of its Subsidiaries or otherwise for the benefit of or relating to any current or former employee employee, officer or director of the Company, any of its Subsidiaries or any former employee, officer or director with respect to whom the Company has any current obligations with respect to any of the foregoing, or any other trade or business (whether or not incorporated) which would be treated as a single employer with the Company or any of its Subsidiaries under Section 414 of the Code (an “ERISA Affiliate”), or with respect to which the Company or any of its Subsidiaries has any current Liability, and (ii) each employment agreement with each executive management employee of the Company or any of its Subsidiaries ((i) and (ii) collectively the “Material Employee Plans” and, together with any other material Liabilityemployment agreement with respect to which the Company or one of its Subsidiaries is a party, the “Employee Plans”), in each case, excluding plans, agreements or other arrangements required to be established or contributed to by statute or regulatory agency. The Company has provided to the Parent true and complete copies of all forms of employment agreements used for its and its Subsidiaries’ employees. (b) With respect to each Employee Plan, other than an Employee Plan that is maintained in any non-U.S. jurisdiction primarily for the benefit of persons substantially all of whom are non-resident aliens (the “International Employee Plans”), to the extent applicable applicable, the Company has made available to Parent complete and accurate copies of (A) each Material Employee Plan; (B) the two most recent annual report on Form 5500 required to have been filed with the IRS for each Employee Plan, including all schedules thereto; (BC) the most recent determination letter, if any, from the IRS for any Employee Plan that is intended to qualify under Section 401(a) of the Code; (CD) the current plan documents and summary plan descriptions, or a written description of the terms of any material Employee Plan that is not in writing; (DE) all material communications provided to Employee Plan participants; (F) any related trust agreements, insurance contracts, insurance policies or other documents of any funding arrangements; and (EG) any notices notices, letters or other correspondence to or from the IRS IRS, the United States Department of Labor, Department of Health and Human Services or any office or representative of the DOL or any similar Governmental other Government Authority relating to any material compliance issues in respect of any such Employee Plan. With ; (H) with respect to each material International Employee PlanPlan that is maintained in any non-U.S. jurisdiction, to the extent applicable, the Company has made available to Parent (x) the most recent annual report or similar compliance documents required to be filed with any Governmental Authority with respect to such plan and (y) the plan documents or a written description of the terms of any International Employee Plan that is not in writing and (z) any document comparable to the determination letter reference under clause (BC) of the prior sentence above issued by a Governmental Authority relating to the satisfaction of Law necessary to obtain the most favorable tax treatment; (I) in the case of each Employee Plan intended to be qualified under Section 401(a) of the Code, the most recent IRS determination or opinion letter applicable to the Company Benefit Plans; (J) all related custodial agreements, insurance policies (including fiduciary liability insurance covering the fiduciaries of the Employee Plan), administrative services and similar agreements, and investment advisory or investment management agreements, if any; and (K) the most recent nondiscrimination tests performed under the Code. Each such Form 5500 and each such summary plan description (or similar document) was as of its date and is true, complete and correct in all material respects. All contributions, premiums or other payments that are due have been paid on a timely basis with respect to each Employee Plan. (c) No Employee Plan is currently and neither Company nor an ERISA Affiliate has ever maintained, sponsored, contributed to or been required to contribute to (1) a “defined benefit plan” (as defined in Section 414 of the Code), (2) a “multiemployer plan” (as defined in Section 3(37) of ERISA), (3) a “multiple employer plan” (as defined in Section 4063 or 4064 of ERISA) (in each case under clause (1), (2) or (3) whether or not subject to ERISA) or (4) subject to Section 302 of ERISA, Section 412 of the Code or Title IV of ERISA. None of the Company, any of its Subsidiaries, any officer of the Company or any of its Subsidiaries or any of the Employee Plans which are subject to ERISA, any trusts created thereunder or any trustee or administrator thereof, has engaged in a “prohibited transaction” (as such term is defined in Section 406 of ERISA or Section 4975 of the Code) or any other breach of fiduciary responsibility that would reasonably be expected to subject the Company, any of its Subsidiaries or any officer of the Company or any of its Subsidiaries to any material tax or penalty on prohibited transactions imposed by such Section 4975 of the Code or to any liability under Section 502(i) or 502(1) of ERISA. (d) Each Employee Plan has been entered into, maintained, operated and administered in compliance in all material respects with its terms and with all applicable Law, and with respect to the Exalenz Bioscience, Inc. 401(k) Plan, the applicable provisions of ERISA and the Code. (e) There are no Legal Proceedings pending or, to the Knowledge of the Company, threatened on behalf of or against any Employee Plan, the assets of any trust under any Employee Plan, or the plan sponsor, plan administrator or any fiduciary or any Employee Plan with respect to the administration or operation of such plans, other than (x) routine claims for benefits that have been or are being handled through an administrative claims procedure or (y) Legal Proceedings that have not resulted in and would not reasonably be expected to result in, individually or in the aggregate, material liabilities to the Company and its Subsidiaries (taken as a whole). (f) With respect to each Employee Plan that is a “welfare benefit plan” within the meaning of Section 3(1) of ERISA (i) no such Employee Plan provides (or could require the Company or any of the Company’s Subsidiaries to provide) post-employment welfare benefits to former employees of the Company or its ERISA Affiliates, other than pursuant to Section 4980B of the Code or any similar Law; (ii) no such Employee Plan is unfunded or funded through a “welfare benefits fund” (as such term is defined in Section 419(e) of the Code), (iii) each such Employee Plan that is a “group health plan” (as such term is defined in Section 5000(b)(1) of the Code), complies with the applicable requirements of Section 4980B(f) of the Code and (iv) each such Employee Plan (including any such Employee Plan covering retirees or other former employees) may be amended or terminated without material liability to the Company and the Company’s Subsidiaries on or at any time after the Effective Time. (g) Each Employee Plan that is intended to be “qualified” under Section 401 of the Code may rely on a prototype opinion letter or has received a favorable determination letter from the IRS to such effect (or there remains sufficient time for the Company of its Subsidiaries to file an application for such determination letter from the IRS) and no such determination letter opinion has been revoked nor, to the Knowledge of the Company, no fact, development or event has occurred or exists since the date of such determination or opinion letter that would reasonably be expected to adversely affect the qualified status of any such Employee Plan nor has any such Employee Plan been amended since the date of its most recent determination opinion letter or application therefor in any respect that would adversely affect its qualification or materially increase its costs. (h) Other than payments that may be made to the Persons listed in Section 3.16(h) of the Company Disclosure Letter (the “Primary Company Executives”), any amount that could be received (whether in cash or property or the vesting of property) as a result of the Merger or any other transaction contemplated hereby (alone or in conjunction with any other event, including any termination of employment) by any current or former employee, officer or director of the Company or any of its Affiliates who is a “disqualified individual” (as such term is defined in proposed Treasury Regulation Section 1.280G-1) under any employment, severance or termination agreement, other compensation arrangement or Employee Plan currently in effect would not be characterized as an “excess parachute payment” (as defined in Section 280G(b)(1) of the Code) and would not result in the imposition of an excise Tax under Section 4999 of the Code (or similar provisions of Law relating to Taxes). The Company is not a party to, nor is it otherwise obligated under, any contract, agreement, plan or arrangement that provides for the gross-up of the excise Tax imposed by Section 4999 of the Code (or similar provision of Law relating to Taxes). (i) To the extent applicable, each International Employee Plan has been approved by the relevant taxation and other Governmental Authorities so as to enable: (i) the Company or any of its Subsidiaries and the participants and beneficiaries under the relevant International Employee Plan and (ii) in the case of any International Employee Plan under which resources are set aside in advance of the benefits being paid (a “Funded International Employee Plan”), the assets held for the purposes of the Funded International Employee Plans, to enjoy the most favorable taxation status possible and the Company is not aware of any ground on which such approval may cease to apply. Each Employee Plan that is intended to qualify as a capital gains with a trustee route plan under Section 102 of the Ordinance (“Section 102 Plan”) has received a favorable determination or approval letter or is otherwise approved by the ITA as such. All Company Options granted and Company Shares issued under any Section 102 Plan have been granted or issued, as applicable, in compliance with all material respects applicable requirements of Section 102 (including the relevant sub-section of Section 102 relevant to the capital gains with a trustee route) and the written requirements and guidance of the ITA, including, without limitation, the adoption of the applicable board and shareholders resolutions, the timely filing of the necessary documents with the ITA, the submission of the application to the ITA to approve a Section 102 Plan, the appointment of an authorized trustee to hold the Company Options, and, if applicable, Company Shares issued upon exercise of Company Options, the execution by each holder of Company 102 Securities of an undertaking to comply with the provisions of Section 102 of the Ordinance, and the timely deposit of such securities or related documents with such trustee, pursuant to the terms of Section 102 and including without limitation the guidance of the ITA published by the ITA on July 24, 2012 and clarification dated November 6, 2012. (j) Except as set forth on Section 3.16(j) of the Company Disclosure Letter, neither the execution or delivery by the Company of this Agreement and the Ancillary Agreements to which it is a party nor the consummation by the Company of the transactions contemplated by this Agreement and the Ancillary Agreements to which it is a party will (A) result in any payment or benefit becoming due or payable, or required to be provided, to any director, employee or independent contractor of the Company or any of its Subsidiaries, (B) increase the amount or value of any benefit or compensation otherwise payable or required to be provided to any such director, employee or independent contractor, (C) result in the acceleration of the time of payment, vesting or funding of any such benefit or compensation, or (D) result in any breach or violation of, or a default under, any Employee Plan. (k) Except as required by applicable Law or the terms of any Employee Plans as in effect on the date hereof, neither the Company nor any of its Subsidiaries has any plan or commitment to amend in any material respect or establish any new Employee Plan or to continue or materially increase any benefits under any Employee Plan. (l) Each Employee Plan that is subject to Section 409A of the Code has been administered in compliance with its terms and the operational and documentary requirements of Section 409A of the Code and all applicable regulatory guidance (including notices, rulings and proposed and final regulations) thereunder. The Company does not have any obligation to gross up, indemnify or otherwise reimburse any individual for any excise taxes, interest or penalties incurred pursuant to Section 409A of the Code.

Employee Plans. (a) Section 4.18(a2.18(a)(i) and Section 2.18(a)(ii) of the Company Disclosure Letter sets Schedule, respectively, set forth a complete and accurate list of each material Employee Plan. For purposes of this Agreement, “Employee Plan” means each (i) “all "employee benefit plan” plans" (as defined in Section 3(3) of ERISA), whether or not subject to ERISA and (ii) all other employment, bonus, stock option, stock purchase or other equity-based, benefit, incentive compensation, profit sharing, savings, retirement (including early retirement and supplemental retirement), disability, insurance, vacation, incentive, deferred compensation, supplemental retirement (including termination indemnities and seniority payments), severance, termination, retention, change of control and other similar fringe, welfare or other employee material benefit planor compensation plans, programprograms, agreement, contractcontracts, policy policies or binding arrangement arrangements (whether or not in writing) maintained maintained, sponsored or contributed to for the benefit of or relating to any current or former employee employee, consultant or director of the Company, any of its Subsidiaries or any other trade or business (whether or not incorporated) which would be treated as a single employer with the Company or any of its Subsidiaries under Section 414 of the Code (an “"ERISA Affiliate”"), or with respect to which the Company or any of its Subsidiaries or its ERISA Affiliates has or could reasonably be expected to have any current material Liability. liability (together the "Employee Plans"). (b) With respect to each Employee Plan, other than an Employee Plan that is maintained in any non-U.S. jurisdiction primarily for the benefit of persons substantially all of whom are non-resident aliens (the “International Employee Plans”), to the extent applicable applicable, the Company has made available to Parent complete and accurate copies of (A) the three (3) most recent annual report on Form 5500 required to have been filed with the IRS for each Employee Plan, including all schedules thereto; (B) the most recent determination opinion, notification and advisory letter, if any, from the IRS for any Employee Plan that is intended to qualify under Section 401(a) of the Code; (C) the current plan documents and summary plan descriptions, or a written description of the terms of any material Employee Plan that is not in writing; (D) any related trust agreements, insurance contracts, insurance policies or other documents of any funding arrangements; and (E) any notices to or from the IRS or any office or representative of the DOL or any similar Governmental Authority relating to any compliance issues in respect of any such Employee Plan. With ; (F) with respect to each material International Employee PlanPlan that is maintained in any non-U.S. jurisdiction, to the extent applicable, the Company has made available to Parent (x) the most recent annual report or similar compliance documents required to be filed with any Governmental Authority with respect to such plan and (y) the plan documents or a written description of the terms of any International Employee Plan that is not in writing and (z) any document comparable to the determination letter reference under clause (B) of the prior sentence above issued by a Governmental Authority relating to the satisfaction of Law law necessary to obtain the most favorable tax treatment, (G) all COBRA forms and related notices (or such forms and notices as required under comparable law); (H) the three (3) most recent plan years discrimination tests for each Employee Plan; and (I) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Employee Plan. (c) Neither the Company nor any of its Subsidiaries or its ERISA Affiliates has ever maintained, established, sponsored, participated in, or contributed to, any (i) "employee pension benefit plan," within the meaning of Section 3(2) of ERISA, which is subject to Title IV of ERISA or Section 412 of the Code, (ii) "multiemployer plan," as defined in Section 3(37) of ERISA, (iii) "multiple employer plan" as defined in ERISA or the Code, or (iv) a "funded welfare plan" within the meaning of Section 419 of the Code. No Employee Plan provides health benefits that are not fully insured through an insurance contract. (d) Each Employee Plan has been maintained, operated, funded and administered in all material respects in compliance with its terms and with all applicable law, including the applicable provisions of ERISA, the Code and any applicable regulatory guidance issued by any Governmental Authority. The Company, its Subsidiaries and its ERISA Affiliates have performed in all material respects all obligations required to be performed by them under, are not in default or violation of, and have no knowledge of any default or violation by any other party to each Employee Plan. (e) All Employee Plans subject to Section 409A of the Code have been operated and administered in good faith compliance with Section 409A of the Code from the period beginning December 31, 2004 through the effective date of the Treasury Regulations issued pursuant to Section 409A and, subsequent to such effective date, in compliance the Section 409A and the regulations issued pursuant thereto. (f) There are no Legal Proceedings pending or, to the Knowledge of the Company, threatened on behalf of or against any Employee Plan, the assets of any trust under any Employee Plan, or the plan sponsor, plan administrator or any fiduciary or any Employee Plan, other than routine claims for benefits that have been or are being handled through an administrative claims procedure. (g) None of the Company, any of its Subsidiaries, or, to the Knowledge of the Company, any of their respective directors, officers, employees or agents has, with respect to any Employee Plan, engaged in or been a party to any non-exempt "prohibited transaction," as such term is defined in Section 4975 of the Code or Section 406 of ERISA, which could reasonably be expected to result in the imposition of a material penalty assessed pursuant to Section 502(i) of ERISA or a material tax imposed by Section 4975 of the Code, in each case applicable to the Company, any of its Subsidiaries or any Employee Plan or for which the Company or any of its Subsidiaries has any indemnification obligation; and there has been no breach of fiduciary duty (as determined under ERISA) with respect to any Employee Plan. (h) Except as set forth in Section 2.18(h) of the Company Disclosure Schedule, no Employee Plan provides post-termination or retiree life insurance, health or other welfare benefits to any person, except as required by COBRA or any similar law. The Company, its Subsidiaries and the ERISA Affiliates have materially complied and are in material compliance with COBRA. (i) Except as set forth in Section 2.18(i) of the Company Disclosure Schedule: (i) each Employee Plan that is intended to be "qualified" under Section 401 of the Code has received a favorable determination letter from the IRS to such effect and, to the Knowledge of the Company, no fact, circumstance or event has occurred or exists that would reasonably be expected to adversely affect the qualified status of such Employee Plan; (ii) all contributions, premiums and other payments with respect to any Employee Plan for any time period ending on or before the Effective Time have been timely made, accrued or reserved for; and (iii) except as required by applicable law or this Agreement, no condition or term under any relevant Employee Plan exists which would prevent Parent or the Surviving Corporation or any of its Subsidiaries from terminating or amending any Employee Plan without material liability to Parent or the Surviving Corporation or any of its Subsidiaries (other than ordinary administration expenses or routine claims for benefits). (j) Except as set forth in Section 2.18(j) of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries has any plan or commitment to amend or establish any new Employee Plan or to continue or increase any benefits under any Employee Plan, or to maintain any such benefits or the level of any such benefits generally for any period. (k) Except as set forth in Section 2.18(k) of the Company Disclosure Schedule, neither the execution or delivery of this Agreement by the Company nor the consummation of the transactions contemplated by this Agreement will (i) result in any payment or benefit becoming due or payable, or required to be provided, to any current or former director, employee or independent contractor of the Company or any of its Subsidiaries, (ii) increase the amount or value of any benefit or compensation otherwise payable or required to be provided to any such director, employee or independent contractor, or (iii) result in the acceleration of the time of payment, vesting or funding of any such benefit or compensation.

Employee Plans. (a) Section 4.18(aSchedule 4.22(a) of the Company Disclosure Letter sets forth a an up-to-date, complete and accurate (i) list of each material Employee Plan. For purposes of this Agreement, “Employee Plan” means each (i) “employee benefit plan” (as defined in Section 3(3) of ERISA), whether or not subject to ERISA and (ii) other employmenta written summary of any non-material Employee Plans. (b) In respect of the Employee Plans listed in Schedule 4.22 (a) pursuant to Section 4.22(a)(i) that are Acquired Entity Employee Plans, bonusthe Sellers have furnished to Buyer current copies of the following material documentation, stock optionas applicable, stock purchase (i) the plan text (or with respect to any unwritten Acquired Entity Employee Plan, a written summary of the terms thereof), including all amendments thereto, (ii) all annuity Contracts, trust agreements, insurance policies or other equity-basedfunding agreements, benefit(iii) all service provider Contracts, incentive compensationbenefit administration Contracts, profit sharinginvestment management agreements, savingssubscription agreements, retirement (including early retirement and supplemental retirement)participation agreements, disability, insurance, vacation, incentive, deferred compensation, supplemental retirement (including termination indemnities and seniority payments), severance, termination, retention, change of control record- keeping agreements and other similar fringerelated Contracts, welfare or other employee benefit plan, program, agreement, contract, policy or binding arrangement (iv) the two most recently prepared actuarial reports (whether or not required by applicable Law or filed with any Governmental Entity) and the most recent financial statement, (v) evidence of registration with any Governmental Entity (if required). In respect of all Employee Plans listed in writingSchedule 4.22 (a) maintained pursuant to Section 4.22(a)(i), the Sellers have furnished to Buyer copies of the following material documentation, as applicable (A) all material legal opinions, consultants’ reports and other correspondence with advisors or contributed administrators (including the labour union, trade union, employee association or employee organization or group administering a Union Employee Plan) relating to the administration or funding obligations of any Acquired Entity in respect of each Employee Plan, or the use of funds under such Employee Plan by any Acquired Entity, (B) all employee booklets, policies and plan summaries made available to Employees or other plan beneficiaries by Sellers, an Acquired Entity or their respective agents, (C) all tax returns and annual information returns required to be filed by the Seller or an Acquired Entity with respect to any such Employee Plan for each of the benefit last two (c) Each Acquired Entity Employee Plan has been established, registered (where required), administered, invested and funded, including making all required reports, filings, disclosures and notices, in accordance with all applicable Laws, the terms of or the applicable Acquired Entity Employee Plan and all employee communications. (d) Except as set out in Schedule 4.22(d), all benefits, contributions, premiums, reimbursements and payments, including all payments relating to any current administrative services contract(s), required to have been made or former employee or director withheld by any of the CompanyAcquired Entities in respect of each Employee Plan have been made or withheld at or before becoming due in accordance with applicable Law, the terms of such Employee Plan, and any of its Subsidiaries related Contract, and all amounts that are accrued or any other trade or business (whether or payable by each Acquired Entity but not incorporated) which would be treated yet due under the Employee Plans as a single employer with the Company or any of its Subsidiaries under Section 414 of the Code (an “ERISA Affiliate”), Closing Date are fully and accurately reflected in the Annual Financial Information and Interim Financial Information. No Acquired Entity has any unfunded or underfunded liability with respect to which any of the Company Employee Plans other than as set out in Schedule 4.22(d) or reflected in the Annual Financial Information and Interim Financial Information. (e) Except as set out in Schedule 4.22(e), no Employee Plan is or is intended to be (i) subject to provincial or federal pension standards legislation, including any “multi-employer plan” as such term is defined in subsection 8500(1) of the Tax Act, (ii) a “retirement compensation arrangement” as such term is defined in subsection 248(1) of the Tax Act, (iii) a “salary deferral arrangement” as such term is defined in subsection 248(1) of the Tax Act, (iv) an “employee life and health trust” as such term is defined in subsection 248(1) of the Tax Act or (v) a “health and welfare trust” within the meaning of Canada Revenue Agency Income Tax Folio S2-F1-C1. Except for the BC Target Benefit Pension Plan, BCFSA ▇▇▇.▇▇. 85218 set out in Schedule 4.22(e), none of the Employee Plans contains or has ever contained a “defined benefit provision” as such term is defined in subsection 147.1(1) of the Tax Act. (f) The liabilities and obligations of any Acquired Entity in respect of any Union Employee Plan are completely and accurately set out in the corresponding Collective Agreement, and are restricted to withholding and remitting regular contributions pursuant to a schedule of payments, and in no case does any Acquired Entity have any actual or contingent liability on withdrawal or termination of Union Employee Plan. Except as set out in Schedule 4.22(f), no Acquired Entity Employee Plan provides for the grant, award, sale or issuance of, or entitlement to, any (i) shares or other equity interests or voting securities of the Sellers or any Affiliate, (ii) securities convertible or exchangeable into equity interests or voting securities of its Subsidiaries has the Sellers or any current material Liability. Affiliate, (iii) options, warrants, purchase rights, subscription rights, pre-emptive rights, conversion rights, exchange rights, calls, commitments, puts, rights of first refusal, plans or other Contracts that require the Sellers or any Affiliate to issue, sell or otherwise cause to become outstanding or to acquire, repurchase or redeem equity interests or voting securities of the Sellers or any Affiliate or (iv) stock appreciation, phantom stock, profit participation or similar rights with respect to the Sellers or any Affiliate. (g) With respect to each Acquired Entity Employee Plan: (i) except as set out in Schedule 4.22(g), no Acquired Entity Employee Plan under which benefits are provided or secured through a trust has received a transfer of assets from or been merged with another trusteed plan or fund, and no such transaction respecting same is pending or contemplated; and (ii) no assets or other amounts have been withdrawn, other than an in accordance with the terms of such Acquired Entity Employee Plan that is maintained in any non-U.S. jurisdiction primarily for the benefit of persons substantially all of whom are non-resident aliens or as otherwise permitted under applicable Law. (the “International Employee Plans”), to the extent applicable the Company has made available to Parent complete and accurate copies of (Ai) the most recent annual report on Form 5500 required to have been filed with the IRS for each Employee Plan, including all schedules thereto; (B) the most recent determination letter, if any, from the IRS for any Each Acquired Entity Employee Plan that is intended to qualify under Section 401(afor Tax-preferred or Tax-exempt treatment has been duly registered (where registration is required for such treatment) in accordance with applicable Law, and to the knowledge of the Code; (C) the current plan documents and summary plan descriptionsTarget Entities, or a written description of the terms of no event has occurred with respect to any material such Acquired Entity Employee Plan that is not could reasonably be expected to result in writing; the revocation of such registration of such Acquired Entity Employee Plan or which could otherwise reasonably be expected to adversely affect the Tax status of such Acquired Entity Employee Plan. (Dj) No Acquired Entity Employee Plan, nor any related trust agreements, insurance contracts, insurance policies or other documents funding medium thereunder, is subject to any pending or, to the knowledge of the Target Entities, threatened legal proceeding initiated by any Governmental Entity or any other Person, other than routine claims for benefits and, to the knowledge of the Target Entities, no event has occurred and no condition or circumstance exists that has resulted or could reasonably be expected to result in any Acquired Entity Employee Plan (i) being ordered or required to be terminated or wound-up in whole or in part; (ii) having its registration under any applicable Laws refused or revoked; (iii) being placed under the administration of any funding arrangements; and (E) any notices to or from the IRS trustee or any office Governmental Entity; or representative (iv) being required to pay any Taxes, fines or penalties under any applicable Laws. (k) Except as set out in Schedule 4.22(k), neither the execution, performance or delivery of this Agreement will, either alone or in conjunction with any additional or subsequent events, (i) result in any payment, or benefit, becoming due to any Person, including any bonus, retention, change in control, transaction, severance, retirement or job security payment or benefit; or (ii) result in the acceleration of the DOL timing or any similar Governmental Authority relating to any compliance issues in respect vesting of any such payments or benefits payable to any Person. (l) Except as set out in a Collective Agreement in effect as of the date hereof or in accordance with the Approved CBA Mandates (including the CEO’s authority to exceed the mandates by 5% of the total envelope as set forth in the Approved CBA Mandates), no commitments to materially improve, materially increase or otherwise materially amend any Acquired Entity Employee Plan. With respect Plan have been made or announced, and none of the Acquired Entities has made any plan, promise, commitment or undertaking to each material International create any additional employee benefit plan, Contracts, practices, policies, agreements, undertakings, programs, funds or arrangements that would be an Employee PlanPlan if in existence as of the date hereof. (m) Each employee benefit plan, policy, program, practice, agreement, arrangement or undertaking that has been terminated or wound up prior to the extent applicable, the Company has made available to Parent (x) the most recent annual report or similar compliance documents required to be filed with any Governmental Authority with respect to such plan (y) the plan documents or a written description date hereof that would have been an Acquired Entity Employee Plan if in existence as of the date hereof, has been wound-up or terminated in accordance with its terms and applicable Law. (n) Except as set forth on Schedule 4.22(n), each of any International the Acquired Entity Employee Plans that provides medical, paramedical, dental, vision, pharmaceutical, disability, hospitalization, critical illness, accidental death and dismemberment, emergency travel, life or other similar insurance benefits is fully insured by one or more third-party insurers pursuant to a Contract of insurance. Each Acquired Entity Employee Plan that set forth on Schedule 4.22(n) is self-funded, (o) No Acquired Entity Employee Plan provides benefits to, or allows participation by, any Person who is not in writing and (z) any document comparable to the determination letter reference under clause (B) currently, or was not formerly, employed by one of the prior sentence issued by a Governmental Authority relating to the satisfaction of Law necessary to obtain the most favorable tax treatmentAcquired Entities, or any spouse, dependent, survivor or beneficiary, thereof.

Employee Plans. (a) Section 4.18(a) of the Company Disclosure Letter sets forth a complete and accurate list of each material Employee Plan. For purposes of this Agreement, “Employee Plan” means each (i) “employee benefit plan” (as defined in Section 3(3) of ERISA), whether or not subject to ERISA and (ii) other employment, bonus, stock option, stock purchase or other equity-based, benefit, incentive compensation, profit sharing, savings, retirement (including early retirement and supplemental retirement), disability, insurance, vacation, incentive, deferred compensation, supplemental retirement (including termination indemnities and seniority payments), severance, termination, retention, change of control and other similar fringe, welfare or other employee benefit plan, program, agreement, contract, policy or binding arrangement (whether or not in writing) maintained or contributed to for the benefit of or relating to any current or former employee or director of the Company, any of its Subsidiaries or any other trade or business (whether or not incorporated) which would be treated as a single employer with the Company or any of its Subsidiaries under Section 414 of the Code (an “ERISA Affiliate”), or with respect to which the Company or any of its Subsidiaries has any current material Liability. With respect to each Employee Plan, other than an Employee Plan that is maintained in any non-U.S. nonU.S. jurisdiction primarily for the benefit of persons substantially all of whom are non-resident aliens (the “International Employee Plans”), to the extent applicable the Company has made available to Parent complete and accurate copies of (A) the most recent annual report on Form 5500 required to have been filed with the IRS for each Employee Plan, including all schedules thereto; (B) the most recent determination letter, if any, from the IRS for any Employee Plan that is intended to qualify under Section 401(a) of the Code; (C) the current plan documents and summary plan descriptions, or a written description of the terms of any material Employee Plan that is not in writing; (D) any related trust agreements, insurance contracts, insurance policies or other documents of any funding arrangements; and (E) any notices to or from the IRS or any office or representative of the DOL or any similar Governmental Authority relating to any compliance issues in respect of any such Employee Plan. With respect to each material International Employee Plan, to the extent applicable, the Company has made available to Parent (x) the most recent annual report or similar compliance documents required to be filed with any Governmental Authority with respect to such plan (y) the plan documents or a written description of the terms of any International Employee Plan that is not in writing and (z) any document comparable to the determination letter reference under clause (B) of the prior sentence issued by a Governmental Authority relating to the satisfaction of Law necessary to obtain the most favorable tax treatment.

Employee Plans. (a) Section 4.18(aSchedule 3.13(a) lists, as of the Company Disclosure Letter sets forth date of this Agreement, each material Business Employee Benefit Plan (excluding any equity-based compensation plan in the United States and any offer letter or employment agreement required by applicable Law or any Collective Bargaining Agreement) in which any Employee of the Business located in the Principal Labor Countries is entitled to participate or to which he or she is a party (the “Principal Labor Plans”). As soon as practicable after the date hereof and in no event later than 30 days after the date of this Agreement, Seller shall provide Buyer a revised Schedule 3.13(a), which shall list, as of the date of this Agreement, each material Business Employee Benefit Plan (excluding any equity-based compensation plan in the United States and any offer letter or employment agreement required by applicable Law or any Collective Bargaining Agreement) (the “Listed Plans”) in which any Employee of the Business is entitled to participate or to which he or she is a party, and such revised Schedule 3.13(a) shall indicate whether such Listed Plan is an Assumed Benefit Plan sponsored by the Transferred Company. (b) With respect to each Business Employee Benefit Plan that is an equity-based compensation plan in the United States, true and complete copies have been filed with the SEC as of the date of this Agreement. With respect to (i) each Principal Labor Plan, true and accurate list complete copies of all plan documents (including all amendments and modifications thereof), or a summary of material terms thereof or a form or sample of each material Employee employment agreement (including the actual copy of any such agreement that is different in any material respect, other than, for the avoidance of doubt, with respect to information covered by Section 8.01(b) or employee names or addresses), have been made available in the Data Room as of the date of this Agreement; and (ii) each Listed Plan, true and complete copies of all plan documents (including amendments and modifications thereof), or a summary of material terms thereof or a form or sample of each material employment agreement (including an actual copy of any such agreement that is different in any material respect, other than, for the avoidance of doubt, terms with respect to information covered by Section 8.01(b) or employee names or addresses), shall have been made available in the Data Room as soon as practicable, but in no event later than 30 days, after the date of this Agreement. (c) There does not now exist, nor do any circumstances exist that could reasonably be expected to result in, any Controlled Group Liability that could be a liability of Buyer and its Affiliates following the Applicable Closing Date in respect of any employee benefit plan maintained or contributed to by Seller and its Affiliates and that is not an Assumed Benefit Plan. For purposes of this Agreement, “Employee Plan” means each (i) “employee benefit planControlled Group Liability” (as defined in Section 3(3) of ERISA), whether or not subject to ERISA means any and (ii) other employment, bonus, stock option, stock purchase or other equity-based, benefit, incentive compensation, profit sharing, savings, retirement (including early retirement and supplemental retirement), disability, insurance, vacation, incentive, deferred compensation, supplemental retirement (including termination indemnities and seniority payments), severance, termination, retention, change of control and other similar fringe, welfare or other employee benefit plan, program, agreement, contract, policy or binding arrangement (whether or not in writing) maintained or contributed to for the benefit of or relating to any current or former employee or director of the Company, any of its Subsidiaries or any other trade or business (whether or not incorporated) which would be treated as a single employer with the Company or any of its Subsidiaries under Section 414 of the Code (an “ERISA Affiliate”), or with respect to which the Company or any of its Subsidiaries has any current material Liability. With respect to each Employee Plan, other than an Employee Plan that is maintained in any non-U.S. jurisdiction primarily for the benefit of persons substantially all of whom are non-resident aliens (the “International Employee Plans”), to the extent applicable the Company has made available to Parent complete and accurate copies of liabilities (A) the most recent annual report on Form 5500 required to have been filed with the IRS for each Employee Planunder Title IV of ERISA, including all schedules thereto; (B) the most recent determination letter, if any, from the IRS for any Employee Plan that is intended to qualify under Section 401(a302 of ERISA, (C) under Sections 412 and 4971 of the Code; (C) the current plan documents and summary plan descriptions, or a written description of the terms of any material Employee Plan that is not in writing; (D) any related trust agreementsas a result of the failure to comply with the continuation of coverage requirements of ERISA Section 601 et seq., insurance contractsand Section 4980B of the Code, insurance policies or other documents of any funding arrangements; and (E) any notices to under corresponding or from the IRS or any office or representative of the DOL or any similar Governmental Authority relating to any compliance issues in respect provisions of any such Employee Plan. With respect foreign Law related to each material International Employee Plan, to the extent applicable, the Company has made available to Parent (x) the most recent annual report defined benefit pension plan funding requirements or similar compliance documents required to be filed with any Governmental Authority with respect to such post-termination medical insurance plan (y) the plan documents or a written description of the terms of any International Employee Plan that is not in writing and (z) any document comparable to the determination letter reference under clause (B) of the prior sentence issued by a Governmental Authority relating to the satisfaction of Law necessary to obtain the most favorable tax treatmentcoverage.

Employee Plans. (a) Section 4.18(a3.13(a) of the Company Disclosure Letter Schedule sets forth a complete and accurate list of each material Employee Plan. For purposes of this Agreement, “Employee Plan” means each (i) “all "employee benefit plan” (plans," as defined in Section 3(3) of ERISA), whether or not subject to ERISA and (ii) other all employment, bonusexecutive compensation, consulting or other compensation agreements, and all stock option, stock optionaward, stock purchase or other equity-based, benefit, incentive based compensation, profit sharing, savings, retirement (including early retirement and supplemental retirement), disability, insurance, vacation, incentive, deferred compensation, supplemental retirement (including termination indemnities and seniority payments), severance, terminationsalary continuation, retentionlife insurance, change of control and other similar fringe, welfare bonus or other employee benefit planincentive compensation programs or arrangements, programand directors' benefit, agreementbonus or other incentive compensation arrangements, contract, policy or binding arrangement (whether or not in writing) maintained or contributed to for the benefit of or relating to any current or former employee or director of the Company, any of its Subsidiaries or any other trade or business (whether or not incorporated) which would be treated as a single employer with the Company or any of its Subsidiaries under Section 414 of the Code (an “ERISA Affiliate”), or with respect to which the Company or any of its Subsidiaries subsidiaries has any current obligation to or liability, contingent or otherwise, (each, an "EMPLOYEE BENEFIT PLAN" and collectively, the "EMPLOYEE BENEFIT PLANS"); other than Employee Benefit Plans which do not cover any of the Company's employees whose annual compensation exceeds $100,000, officers or directors, have been in existence for at least two years without material Liabilitymodification, and which (i) are fully funded through insurance policies or assets held in trusts, (ii) are welfare benefit plans covering only bargaining unit employees during their employment and their eligible dependents for which the costs of all accrued liabilities have been properly reflected in the Company's financial statements, or (iii) are terminable at will without more than 60 days' prior notice or consent and without any penalty or additional payment in excess of benefits accrued prior to the date of termination (and such accrued benefits have been properly reflected as liabilities in the Company's financial statements). With Section 3.13(a) of the Company Disclosure Schedule separately identifies each Employee Benefit Plan which is subject to Title IV of ERISA. None of the Employee Benefit Plans is a multiemployer plan, as defined in Section 3(37) of ERISA ("MULTIEMPLOYER PLAN"), or is or has been subject to Sections 4063 or 4064 of ERISA ("MULTIPLE EMPLOYER PLANS"). (b) True, correct and complete copies of the following documents, with respect to each of the Employee PlanBenefit Plans set forth in Section 3.13(a) of the Disclosure Schedule have been delivered to Parent by the Company (i) any plans and related trust documents, other than an Employee Plan that is maintained in any non-U.S. jurisdiction primarily for and amendments thereto; (ii) the benefit of persons substantially all of whom are non-resident aliens most recent Form 5500 and schedules thereto; (iii) the “International Employee Plans”)most recent financial actuarial valuation, to the extent applicable the if applicable; and (iv) summary plan descriptions. Company has made available to Parent complete and accurate copies of (A) the most recent annual report on Form 5500 required to have been filed with the IRS actuary or actuaries who are responsible for each Employee Plan, including all schedules thereto; (B) the most recent determination letter, if any, from the IRS for any Employee Benefit Plan that is (i) a welfare plan providing for post-employment medical or death benefit coverage or (ii) subject to Title IV of ERISA. (c) As of the date hereof, (i) all contributions or other payments required to be made by or under any Employee Benefit Plan, any related trusts, or any collective bargaining agreement or pursuant to Law have been made by the due date therefor (including any valid extension); (ii) the Company and its subsidiaries have performed all obligations required to be performed by them under any Employee Benefit Plan; (iii) the Employee Benefit Plans have been administered in compliance with their terms and the requirements of ERISA, the Code and other applicable Laws; and (iv) there are no material actions, suits, arbitrations or claims (other than routine claims for benefit) pending or, to the knowledge of the Company, threatened with respect to any Employee Benefit Plan, except for such events, acts or omissions that would not have, individually or in the aggregate, a Material Adverse Effect on the Company. (d) Except as set forth in Section 3.13(d) of the Company Disclosure Schedule or could not reasonably be expected to have a Material Adverse Effect on the Company: (i) Neither the Company nor any ERISA Affiliate has terminated any Title IV Plan for which there is any outstanding liability under Title IV of ERISA, and no event has occurred that could reasonably be expected to result in any liability under Title IV of ERISA (other than payment of PBGC premiums which are not overdue). (ii) Neither the Company nor any ERISA Affiliate or any organization to which the Company or any ERISA Affiliate is a successor or Parent corporation, within the meaning of Section 4069(b) of ERISA, has engaged in any transaction within the last five years which might be alleged to come within the meaning of Section 4069 of ERISA. (e) Each of the Employee Benefit Plans which is intended to qualify under be "qualified" within the meaning of Section 401(a) of the Code; (C) Code has been determined by the current plan documents IRS to be so "qualified" and summary plan descriptions, or a written description the trusts maintained pursuant thereto are exempt from federal income taxation under Section 501 of the terms Code, and the Company knows of any material Employee Plan that is not in writing; (D) any related trust agreements, insurance contracts, insurance policies or other documents of any funding arrangements; and (E) any notices to or from no fact which would adversely affect the IRS or any office or representative of the DOL or any similar Governmental Authority relating to any compliance issues in respect qualified status of any such Employee Plan. With respect to each material International Employee PlanPension Plan or the exemption of such trust. (f) Except as set forth in Section 3.13(f) or 6.11 of the Company Disclosure Schedule, neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will by itself or in combination with any other event (i) result in any payment becoming due, or increase the amount of compensation due, to the extent applicable, any current or former employee of the Company has made available to Parent or any of its subsidiaries; (xii) increase any benefits otherwise payable under any Employee Benefit Plan; or (iii) result in the most recent annual report or similar compliance documents required to be filed with any Governmental Authority with respect to such plan (y) the plan documents or a written description acceleration of the terms time of payment or vesting of any International Employee Plan that is not in writing and (z) any document comparable to the determination letter reference under clause (B) of the prior sentence issued by a Governmental Authority relating to the satisfaction of Law necessary to obtain the most favorable tax treatmentsuch benefits.

Employee Plans. (a) Section 4.18(a3.19(a) of the Company Disclosure Letter sets forth contains a complete and accurate list list, as of each material Employee Plan. For purposes the date of this Agreement, of all material Employee Plans. An “Employee Plan” means each is: (i) all “employee benefit planplans” (as defined in Section 3(3) of ERISA), whether or not subject to ERISA ; and (ii) all other written material employment, bonus, stock option, stock purchase purchase, stock unit, phantom stock, stock appreciation right, or other equity-based, benefit, incentive compensation, profit sharing, savings, retirement (including early retirement retirement, jubilee payment, 13th and supplemental retirement)14th month bonus, disability, health, medical, retiree medical, hospitalization, life or other welfare benefit insurance, vacation, incentiveholiday pay, paid time off, incentive or deferred compensation, supplemental retirement (including termination indemnities and seniority payments)profit-sharing, severance, terminationtermination protection, termination indemnification, retention, change of control and other similar fringe, welfare or other employee benefit planplans, programprograms, agreement, contractContracts, policy policies or binding arrangement (whether or not in writing) arrangements maintained or contributed to for the benefit of or relating to any current or former employee or director of the Company, any of its Subsidiaries or any other trade or business (whether or not incorporated) which that would be treated as a single employer with the Company or any of its Subsidiaries under pursuant to Section 414 of the Code (an “ERISA Affiliate”), ) or with respect to which the Company or any of its Subsidiaries has any current material Liabilityliability, contingent or otherwise. With respect to each material Employee Plan, other than an Employee Plan that is maintained in any non-U.S. jurisdiction primarily for the benefit of persons substantially all of whom are non-resident aliens (the “International Employee Plans”), to the extent applicable applicable, the Company has made available to Parent complete and accurate copies a copy of (A) the current plan documents (including any amendments) and the most recent annual report on Form 5500 required to have been filed with the IRS for each Employee Plan, including all schedules theretosummary plan descriptions; (B) the most recent determination letter, if any, from the IRS for any Employee Plan that is intended to qualify under Section 401(a) of the Code; (C) the current plan documents and summary plan descriptions, or a written description of the terms of any material Employee Plan that is not in writing; (D) any related trust agreements, insurance contractsContracts, insurance policies or other documents of any funding arrangements; and (EC) any notices to or from the IRS or any office or representative of the DOL United States Department of Labor or any similar Governmental Authority relating to any material compliance issues in respect of any such Employee Plan. With respect to each material International Employee Plan, to Plan for which a liability remains outstanding; (D) the extent applicable, most recent determination or opinion or advisory letter received from the Company has made available to Parent IRS; and (xE) the most recent annual report or similar compliance documents required to be filed with any Governmental Authority with respect to such plan (y) the plan documents or a written description of the terms of any International Employee Plan that is not in writing reports on Form 5500 and (z) any document comparable to the determination letter reference under clause (B) of the prior sentence issued by a Governmental Authority relating to the satisfaction of Law necessary to obtain the most favorable tax treatmentall schedules and attachments thereto.

Employee Plans. (a) Section 4.18(a) of the The Company Disclosure Letter sets forth a complete and accurate list of each material Employee Plan. For purposes of this Agreement, “Employee Plan” means each (i) “has made available to Parent all "employee benefit plan” (plans," as defined in Section 3(3) of ERISA), whether or not subject to ERISA and (ii) other employment, bonus, stock option, stock purchase all material bonus or other equity-based, benefit, incentive compensation, profit sharing, savings, retirement (including early retirement and supplemental retirement), disability, insurance, vacation, incentiveequity or equity-based compensation, deferred compensationcompensation and severance pay, supplemental retirement (including termination indemnities and seniority payments), severance, termination, retention, change of control and other similar fringe, welfare plans or other employee benefit plan, program, agreement, contract, policy or binding arrangement (whether or not in writing) maintained or contributed to for the benefit of or relating to any current or former employee or director of the Company, any of its Subsidiaries or any other trade or business (whether or not incorporated) which would be treated as a single employer with policies that the Company or any of its Subsidiaries under Section 414 subsidiaries has any obligation to or liability for (each an "Employee Benefit Plan" and collectively, the "Employee Benefit Plans"). (b) True, correct and complete copies of the Code (an “ERISA Affiliate”)following documents, or with respect to which each of the Employee Benefit Plans (other than a Multiemployer Plan) have been made available or delivered to Parent by the Company or any of its Subsidiaries has any current material Liability. With respect to each Employee Plan, other than an Employee Plan that is maintained in any non-U.S. jurisdiction primarily for the benefit of persons substantially all of whom are non-resident aliens (the “International Employee Plans”), to the extent applicable the Company has made available to Parent complete and accurate copies of (Ai) the most recent annual report on Form plan document and related trust documents, and amendments thereto; (ii) the most recent Forms 5500 required to have been filed with the IRS for each Employee Plan, including all and schedules thereto; (Biii) the most recent Internal Revenue Service ("IRS") determination letter; (iv) the most recent financial statements and actuarial valuations, if anyapplicable; and (v) the most recent summary plan descriptions. (c) As of the date hereof, from except for such non-compliance which would not have a Material Adverse Effect on the IRS for Company, (i) all payments required to be made by or under any Employee Benefit Plan, any related trusts, or any collective bargaining agreement or pursuant to Law have been made by the due date thereof (including any valid extension); (ii) the Employee Benefit Plans (other than any multiemployer plans), have been administered in compliance with their terms and the requirements of ERISA, the Code and other applicable Laws; and (iii) to the Company's knowledge, there are no actions, suits, arbitrations or claims (other than routine claims for benefit) pending or threatened with respect to any Employee Benefit Plan. (d) Except as set forth in Section 3.11(d) or the Company Disclosure Schedule, there has been no "reportable event" as that term is defined in Section 4043 of ERISA and the regulations thereunder with respect to any Employee Benefit Plan that subject to Title IV of ERISA which would require the giving of notice or any event requiring disclosure under Section 4041(c)(3)(C) or 4063(a) of ERISA which would reasonably be expected to result in a Material Adverse Effect on the Company. (e) Each of the Employee Benefit Plans which is intended to qualify under Section 401(a) of the Code; (C) Code has been determined by the current plan documents IRS to so qualify, and summary plan descriptions, or a written description the trusts maintained pursuant thereto are exempt from federal income taxation under Section 501 of the terms Code, and the Company knows of any material Employee Plan that is not in writing; (D) any related trust agreements, insurance contracts, insurance policies or other documents of any funding arrangements; and (E) any notices to or from no fact which would adversely affect the IRS or any office or representative of the DOL or any similar Governmental Authority relating to any compliance issues in respect qualified status of any such Employee Plan. With respect pension plan or the exemption of such trust and which would reasonably be expected to each result in a Material Adverse Effect on the Company. (f) Except as set forth in Section 3.11(f) of the Disclosure Schedule, neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby, will except as expressly contemplated by this Agreement, (i) result in any material International Employee Planpayment becoming due, or materially increase the amount of compensation due, to the extent applicable, any current or former employee of the Company or any of its subsidiaries; (ii) materially increase any benefits otherwise payable under any Employee Benefit Plan; or (iii) result in the acceleration of the time of payment or vesting of any such material benefits. (g) Other than as set forth in Section 3.11(g) of the Company Disclosure Schedule, neither the Company nor any of its subsidiaries has made available to Parent (x) the most recent annual report any rights plan, preferred stock plan, deferred compensation plan or similar compliance documents required Contract which applies to be filed with or provides for the grant or acceleration of any Governmental Authority benefits as a result of the transactions contemplated hereby. (h) Except as set forth in Section 3.11(h) of the Company Disclosure Schedule, there are no material unfunded benefit liabilities with respect to such any defined benefit plan (y) maintained by the Company or any of its subsidiaries, as determined under reasonable actuarial assumptions. No pension plan documents maintained by the Company or a written description any of the terms of any International Employee Plan that is its subsidiaries has incurred an accumulated funding deficiency, whether or not in writing and (z) any document comparable to the determination letter reference under clause (B) of the prior sentence issued by a Governmental Authority relating to the satisfaction of Law necessary to obtain the most favorable tax treatment.waived

Employee Plans. (a) Section 4.18(aSchedule 4.13(a) of the Company Disclosure Letter sets forth a complete and accurate list of each material Employee Plan. For purposes of this Agreement, “Employee Plan” means each (i) “Schedule lists all "employee benefit plan” (plans," as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), whether and all other employee benefit plans or other benefit arrangements, including but not subject limited to ERISA all employment and (ii) consulting agreements and all bonus and other employmentincentive compensation, bonusdeferred compensation, disability, severance, retention, salary continuation, vacation, stock award, stock option, stock purchase purchase, collective bargaining or other equity-basedworkers' compensation agreements, benefitplans, incentive compensationpolicies and arrangements which the Company or any trade or business, profit sharing, savings, retirement (including early retirement and supplemental retirement), disability, insurance, vacation, incentive, deferred compensation, supplemental retirement (including termination indemnities and seniority payments), severance, termination, retention, change of control and other similar fringe, welfare or other employee benefit plan, program, agreement, contract, policy or binding arrangement (whether or not in writingincorporated (an "ERISA Affiliate"), that together with the Company would be deemed a "single employer" within the meaning of Section 4001(b) maintained or of ERISA, maintains, is a party to, has contributed to or has any obligation to or liability for current or former employees and directors of the benefit Company (each an "Employee Benefit Plan" and collectively, the "Employee Benefit Plans"). Schedule 4.13(a) separately identifies each of such plans and arrangements Employee Benefit Plan subject to Title IV of ERISA. (b) True, correct and complete copies of the following documents with respect to each of the Employee Benefit Plans (as applicable) have been delivered or relating made available to Buyer: (i) the most recent plan, document or agreement, related trust documents and all amendments thereto, (ii) the most recent summary plan description and all related summaries of material modifications, (iii) the annual report on Form 5500 and attached schedules filed with the Internal Revenue Service in the last three years, (iv) the most recent actuarial report, (v) the most recent Internal Revenue Service determination letter, and (vi) a description of any non-written Employee Benefit Plan. (c) Except as would not, individually or in the aggregate, have a Material Adverse Effect on the Company, (i) all payments required to be made by or under any Employee Benefit Plan, any related trusts, or any collective bargaining agreement have been timely made; (ii) the Company and its ERISA Affiliates have performed all material obligations required to be performed by them under any Employee Benefit Plan; (iii) the Employee Benefit Plans comply in all respects and have been maintained in compliance with their terms and the requirements of ERISA, the Code and other applicable laws; and (iv) there are no actions, suits, arbitrations or claims (other than routine claims for benefits) pending or, to the knowledge of the Company, threatened with respect to any Employee Benefit Plan. (d) The Company and its ERISA Affiliates have not incurred any unsatisfied withdrawal liability with respect to any "multiemployer plan" as defined in Section 4001(a)(3) of ERISA. (e) Each Employee Benefit Plan and its related trust which are intended to be "qualified" within the meaning of Sections 401(a) and 501(a) of the Internal Revenue Code of 1986, as from time to time amended (the "Code"), respectively, have been determined by the Internal Revenue Service to be so "qualified" under such Sections, as amended by the Tax Reform Act of 1986, and the Company knows of no fact which would adversely affect the qualified status of any such Employee Benefit Plan and its related trust. (f) Except as set forth on Schedule 4.13(f) of the Company Disclosure Schedule, or as contemplated by this Agreement, neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (i) result in any payment becoming due, or increase the amount of compensation due, to any current or former employee or director of the Company, Company or any of its Subsidiaries subsidiaries; (ii) increase any benefits otherwise payable under any Employment Benefit Plan; or (iii) result in the acceleration of the time of payment or vesting of any such benefits. (g) No Employee Benefit Plan has an "accumulated funding deficiency" within the meaning of Section 302 of ERISA or Section 412 of the Code, nor has any waiver of the minimum funding standards of Section 302 of ERISA and Section 412 of the Code been requested of or granted by the Internal Revenue 12 17 Service with respect to any Employee Benefit Plan, nor has any lien in favor of any such plan arisen under Section 412(n) of the Code or Section 302(f) of ERISA. (h) The "benefits liabilities," as defined in Section 4001(a)(16) of ERISA, of each of the Employee Benefit Plans subject to Title IV of ERISA using the actuarial assumptions that were used in the most recent actuarial valuation (a true and complete copy of which has been provided to Buyer) in the event it terminated each such plan, do not exceed the fair market value of the assets of each such plan. (i) No stock or other trade security issued by the Company forms or business has formed a material part of the assets of any Employee Benefit Plan. (j) No Employee Benefit Plan provides medical, surgical, hospitalization, death or similar benefits (whether or not incorporatedinsured) which would be treated as a single employer with for current or former employees or directors of the Company or any of its Subsidiaries under Section 414 ERISA Affiliates for periods extending beyond their retirement or other termination of the Code (an “ERISA Affiliate”), or with respect to which the Company or any of its Subsidiaries has any current material Liability. With respect to each Employee Planservice, other than an Employee Plan that is maintained (i) coverage mandated by applicable Laws, (ii) death benefits under any "pension plan" as defined in any non-U.S. jurisdiction primarily for the benefit of persons substantially all of whom are non-resident aliens (the “International Employee Plans”), to the extent applicable the Company has made available to Parent complete and accurate copies of (A) the most recent annual report on Form 5500 required to have been filed with the IRS for each Employee Plan, including all schedules thereto; (B) the most recent determination letter, if any, from the IRS for any Employee Plan that is intended to qualify under Section 401(a3(2) of the Code; (C) the current plan documents and summary plan descriptionsERISA, or a written description of the terms of any material Employee Plan that is not in writing; (Diii) any related trust agreements, insurance contracts, insurance policies or other documents of any funding arrangements; and (E) any notices to or from the IRS or any office or representative of the DOL or any similar Governmental Authority relating to any compliance issues in respect of any such Employee Plan. With respect to each material International Employee Plan, to the extent applicablebenefits, the Company has made available to Parent full cost of which is borne by such current or former employee or director (x) the most recent annual report or similar compliance documents required to be filed with any Governmental Authority with respect to such plan (y) the plan documents his or a written description of the terms of any International Employee Plan that is not in writing and (z) any document comparable to the determination letter reference under clause (B) of the prior sentence issued by a Governmental Authority relating to the satisfaction of Law necessary to obtain the most favorable tax treatmenther beneficiary).

Employee Plans. (a) Section 4.18(a3.11(a) of the Company Disclosure Letter sets forth a complete and accurate list of each material Employee Plan. For purposes of this Agreement, “Employee Plan” means each (i) “Schedule lists all "employee benefit plan” (plans," as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA)") and all other employee benefit plans or other benefit arrangements, whether or including but not subject limited to ERISA all employment and (ii) consulting agreements and all bonus and other employmentincentive compensation, bonusdeferred compensation, disability, severance, retention, salary continuation, stock and stock-related award, stock option, stock purchase purchase, collective bargaining or other equity-basedworkers' compensation agreements, benefitplans, incentive compensationpolicies and arrangements which the Company or any of its subsidiaries maintains, profit sharingis a party to, savingscontributed to or has any obligation to or liability for in respect of current or former employees and directors (each, retirement a "COMPANY EMPLOYEE BENEFIT PLAN" and collectively, the "COMPANY EMPLOYEE BENEFIT PLANS"). None of the Company Employee Benefit Plans is subject to Title IV of ERISA. (including early retirement b) True, correct and supplemental retirement)complete copies of the most recent summary plan description for each Company Employee Benefit Plan have been delivered to ▇▇▇▇▇▇ for review prior to the date hereof. (c) Except as would not, disabilityindividually or in the aggregate, insurancehave a Material Adverse Effect on the Company, vacation(i) all payments required to be made by or under any Company Employee Benefit Plan, incentiveany related trusts, deferred compensationinsurance policies or ancillary agreements, supplemental retirement or any collective bargaining agreement have been timely made, (including termination indemnities ii) the Company and seniority payments)its subsidiaries have performed all obligations required to be performed by them under any Company Employee Benefit Plan, severance(iii) the Company Employee Benefit Plans comply in all respects and have been maintained in compliance with their terms and the requirements of ERISA, termination, retention, change of control the Code and other similar fringeapplicable laws, welfare and (iv) there are no actions, suits, arbitrations or claims (other employee benefit planthan routine claims for benefits) pending or, programto the knowledge of the Company, agreementthreatened with respect to any Company Employee Benefit Plan. (d) Each Company Employee Benefit Plan and its related trust which are intended to be "qualified" within the meaning of Sections 401(a) and 501(a) of the Code, contractrespectively, policy have been determined by the Internal Revenue Service to be so "qualified" under such Sections, as amended by the Tax Reform Act of 1986, and the Company knows of no fact which would adversely affect the qualified status of any such Company Employee Benefit Plan and its related trust. (e) Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (i) increase any benefits otherwise payable under any Company Employee Benefit Plan, or binding arrangement (whether ii) result in the acceleration of the time of payment or not vesting of any such benefits. Except as contemplated by Section 5.1(f) or 5.16 of this Agreement, neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will result in writing) maintained any payment becoming due, or contributed to for increase the benefit of or relating compensation due, to any current or former employee or director of the Company, any of its Subsidiaries or any other trade or business (whether or not incorporated) which would be treated as a single employer with the Company or any of its Subsidiaries under Section 414 of the Code (an “ERISA Affiliate”), or with respect to which the Company or any of its Subsidiaries has any current material Liability. With respect to each Employee Plan, other than an Employee Plan that is maintained in any non-U.S. jurisdiction primarily for the benefit of persons substantially all of whom are non-resident aliens (the “International Employee Plans”), to the extent applicable the Company has made available to Parent complete and accurate copies of (A) the most recent annual report on Form 5500 required to have been filed with the IRS for each Employee Plan, including all schedules thereto; (B) the most recent determination letter, if any, from the IRS for any Employee Plan that is intended to qualify under Section 401(a) of the Code; (C) the current plan documents and summary plan descriptions, or a written description of the terms of any material Employee Plan that is not in writing; (D) any related trust agreements, insurance contracts, insurance policies or other documents of any funding arrangements; and (E) any notices to or from the IRS or any office or representative of the DOL or any similar Governmental Authority relating to any compliance issues in respect of any such Employee Plan. With respect to each material International Employee Plan, to the extent applicable, the Company has made available to Parent (x) the most recent annual report or similar compliance documents required to be filed with any Governmental Authority with respect to such plan (y) the plan documents or a written description of the terms of any International Employee Plan that is not in writing and (z) any document comparable to the determination letter reference under clause (B) of the prior sentence issued by a Governmental Authority relating to the satisfaction of Law necessary to obtain the most favorable tax treatmentsubsidiaries.

Employee Plans. (a) There are no material Company Employee Benefit Plans currently or in the past that have been established, maintained, adopted, participated in, sponsored, contributed to or required to be contributed to, by the Company or any entity with which the Company is considered a single employer under Section 4.18(a414(b), (c) or (m) of the Code (“Company Disclosure Letter sets forth a complete and accurate list of each material Employee PlanERISA Affiliates”). For purposes of As used in this Agreement, “Company Employee Benefit Plan” means each (i) “employee benefit plan” (as defined in Section 3(3) of ERISA), whether or not subject to ERISA and (ii) other employment, bonus, stock option, stock purchase or other equity-based, benefit, incentive compensation, profit sharing, savings, retirement (including early retirement and supplemental retirement), disability, insurance, vacation, incentive, deferred compensation, supplemental retirement (including termination indemnities and seniority payments), severance, termination, retention, change of control and other similar fringe, welfare or other employee benefit any plan, program, agreementpolicy, contractpractice, policy agreement or binding other arrangement (whether providing compensation or not benefits in writing) maintained or contributed to for the benefit of or relating any form to any current or former employee employee, independent contractor, officer or director of the Company, any of its Subsidiaries or any other trade or business (whether or not incorporated) which would be treated as a single employer with the Company or any of its the Company Subsidiaries under or any beneficiary or dependent thereof, whether written or unwritten, formal or informal, including without limitation any “employee welfare benefit plan” within the meaning of Section 414 3(1) of the Code ERISA (an “ERISA AffiliateCompany Employee Welfare Benefit Plan”), any “employee pension benefit plan” within the meaning of Section 3(2) of ERISA (whether or with respect not such plan is subject to which the ERISA) (“Company Employee Pension Benefit Plan”) and any other pension, profit-sharing, bonus, incentive compensation, deferred compensation, vacation, sick pay, stock purchase, stock option, phantom equity, severance, employment, consulting, unemployment, hospitalization or other medical, life, or other insurance, long- or short-term disability, change of control, fringe benefit, or any of its Subsidiaries has any current material Liability. With respect to each Employee Planother plan, other than an Employee Plan that is maintained in any non-U.S. jurisdiction primarily for the benefit of persons substantially all of whom are non-resident aliens (the “International Employee Plans”), to the extent applicable the Company has made available to Parent complete and accurate copies of (A) the most recent annual report on Form 5500 required to have been filed with the IRS for each Employee Plan, including all schedules thereto; (B) the most recent determination letter, if any, from the IRS for any Employee Plan that is intended to qualify under Section 401(a) of the Code; (C) the current plan documents and summary plan descriptions, program or a written description of the terms of any material Employee Plan that is not in writing; (D) any related trust agreements, insurance contracts, insurance policies or other documents of any funding arrangements; and (E) any notices to or from the IRS or any office or representative of the DOL or any similar Governmental Authority relating to any compliance issues in respect of any such Employee Planpolicy. With respect to each material International Company Employee Benefit Plan, to the extent applicable, the Company has made available to Parent Parent, to the extent requested by Parent, a true, correct and complete copy of: (xi) each writing constituting a part of such Company Employee Benefit Plan and all amendments thereto; (ii) the most recent annual report or similar compliance documents Annual Report (Form 5500 Series) including all applicable schedules, if required; (iii) the current summary plan description and any material modifications thereto, if required to be filed with furnished under ERISA, or any Governmental Authority written summary provided to participants with respect to such any plan for which no summary plan description exists; and (yiv) the plan documents most recent determination letter (or if applicable, advisory or opinion letter) from the Internal Revenue Service, if any, or if an application for a written description of determination letter is pending, the terms of any International application with all attachments. (c) Each Company Employee Benefit Plan that is not in writing and (z) any document comparable intended to be “qualified” within the determination letter reference under clause (Bmeaning of Section 401(a), 401(f), or 403(a) of the prior sentence issued by a Governmental Authority relating Code and, to the satisfaction extent applicable, Section 401(k) of Law necessary the Code (“Qualified Company Employee Benefit Plan”), has received a favorable determination letter from the Internal Revenue Service that has not been revoked and covers “GUST” as defined in footnote 2 of IRS Notice 2003-49, and no event has occurred and no condition exists that could reasonably be expected to obtain adversely affect the most favorable tax treatmentqualified status of any such Company Employee Benefit Plan.

Employee Plans. (a) Section 4.18(aSchedule 5.20(a) of the Company Disclosure Letter sets forth a complete and accurate list of each material Employee Plan. For purposes of this Agreement, “Employee Plan” means each forth: (i) all “employee benefit plan” (plans”, as defined in Section 3(3) of ERISA), whether and all other employee benefit programs, policies or not subject to ERISA and (ii) other employmentarrangements, bonusincluding, stock optionwithout limitation, stock purchase any such programs, policies or other equity-basedarrangements providing severance pay, benefitsick leave, incentive compensationvacation pay, profit sharing, savingssalary continuation for disability, retirement (including early retirement and supplemental retirement), disability, insurance, vacation, incentivebenefits, deferred compensation, supplemental retirement (including termination indemnities and seniority payments)bonus pay, severanceincentive pay, terminationstock options, retentionhospitalization insurance, change of control and other similar fringemedical insurance, welfare life insurance, cafeteria benefits, dependent care reimbursements, prepaid legal benefits, scholarships or other employee benefit plantuition reimbursements, program, agreement, contract, policy maintained by the Company or binding arrangement (whether or not in writing) maintained or contributed to for the benefit of or relating to any current or former employee or director of the Company, any of its Subsidiaries or to which the Company or any other of its Subsidiaries is obligated to contribute thereunder for current or former employees of the Company and its Subsidiaries (the “Employee Benefit Plans”), and (ii) all “employee pension plans”, as defined in Section 3(2) of ERISA, maintained or sponsored by the Company or any trade or business (whether or not incorporated) which would be is under control or treated as a single employer with the Company or any of its Subsidiaries under Section 414 414(b), (c), (m), or (o) of the Code (an “ERISA Affiliate”), ) or with respect to which the Company or any of its Subsidiaries ERISA Affiliate has any current material Liability. With liability, contingent or otherwise (the “Pension Plans”). (b) True, correct and complete copies of the following documents, with respect to each of the Employee PlanBenefit Plans and Pension Plans, other than an Employee Plan that is maintained in any non-U.S. jurisdiction primarily for the benefit of persons substantially all of whom are non-resident aliens (the “International Employee Plans”)have been made available to Parent, to the extent applicable applicable: (i) all plans and related trust documents, and amendments thereto; (ii) Forms 5500 filed for the Company has made available to Parent complete and accurate copies of three most recent plan years; (Aiii) the most recent annual report on Form 5500 required to have been filed with the IRS for each Employee Plan, including all schedules theretodetermination letter; (Biv) the most recent determination lettersummary plan descriptions, if anyannual reports and material modifications; (v) the most recent actuarial report; and (vi) material written communications to or from any Governmental Entity. (c) Neither the Company nor any ERISA Affiliate sponsors, maintains or contributes to, and has never sponsored, maintained or contributed to, or had any liability with respect to, any employee benefit plan subject to Section 302 of ERISA, Section 412 of the Code or Title IV of ERISA. None of the Pension Plans is a multiemployer plan, as defined in Section 3(37) of ERISA (“Multiemployer Plan”). Neither the Company nor any ERISA Affiliate has withdrawn in a complete or partial withdrawal, within the meaning of Section 4201 of ERISA, from any Multiemployer Plan, nor has any of them incurred any liability due to the IRS for any Employee termination or reorganization of a Multiemployer Plan that is intended which has not been satisfied in full. (d) Each Pension Plan has been determined by the Internal Revenue Service to qualify be qualified under Section 401(a) of the Code; (CCode and exempt from Tax under Section 501(a) the current plan documents and summary plan descriptions, or a written description of the terms Code or is a prototype plan that is covered by the prototype sponsor’s favorable determination letter or has an application currently pending before the Internal Revenue Service seeking such a determination, and, to the Company’s Knowledge, nothing has occurred with respect to the operation of any such Pension Plan that would reasonably be expected to cause the loss of such qualification or exemption or the imposition of any material liability, penalty or tax under ERISA or the Code. (e) All contributions (including all employer contributions and employee salary reduction contributions) and all premiums required to have been paid under any of the Employee Benefit Plans or Pension Plans or by law to any funds or trusts established thereunder or in connection therewith have been made by the due date thereof (including any valid extension), and all contributions for any period ending on or before the Closing Date which are not yet due will have been paid or accrued on or prior to the Closing Date. (f) There has been no material violation of ERISA or the Code with respect to the filing of applicable reports, documents and notices regarding the Employee Benefit Plans with the Secretary of Labor or the Secretary of the Treasury or the furnishing of required reports, documents or notices to the participants or beneficiaries of the Employee Benefit Plans. (g) Except as set forth on Schedule 5.20(g), there are no pending actions, claims or lawsuits which have been asserted or instituted against the Employee Benefit Plans, the assets of any of the trusts under such plans or the plan sponsor or the plan administrator, or against any fiduciary of the Employee Benefit Plans with respect to the operation or administration of such plans or the investment of plan assets (other than routine benefit claims), nor does the Company have Knowledge of facts which could form the basis for any such claim or lawsuit. No Employee Benefit Plan has been the subject of an audit, investigation or examination by any Governmental Entity. (h) The Employee Benefit Plans have been maintained, in all material respects, in accordance with their terms and with all provisions of ERISA and the Code (including rules and regulations thereunder) and other applicable federal and state laws and regulations. None of the Company, its Subsidiaries, or to the Knowledge of the Company, any “party in interest” or “disqualified person” with respect to the Employee Benefit Plans has engaged in a “prohibited transaction” within the meaning of Section 406 of ERISA or 4975 of the Code that is not would result in writing; (D) any related trust agreementsmaterial liability. Except as set forth on Schedule 5.20(h), insurance contracts, insurance policies no stock or other documents security issued by the Company or any Affiliate forms or has formed a part of the assets of any funding arrangements; and Employee Benefit Plan. (Ei) any notices to or from the IRS or any office or representative Except as set forth on Schedule 5.20(i) hereto, none of the DOL Employee Benefit Plans provide retiree life or retiree health benefits except as may be required under COBRA or any similar Governmental Authority relating state or local law. The Company and the ERISA Affiliates have at all times materially complied with the notice and health care continuation requirements of COBRA and HIPAA. (j) Except as set forth on Schedule 5.20(j) hereto, neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will, either alone or upon the occurrence of subsequent events; (i) result in any payment becoming due to any compliance issues in respect of any such Employee Plan. With respect to each material International Employee Planemployee (current, to the extent applicable, the Company has made available to Parent (x) the most recent annual report former or similar compliance documents required to be filed with any Governmental Authority with respect to such plan (y) the plan documents or a written description of the terms of any International Employee Plan that is not in writing and (z) any document comparable to the determination letter reference under clause (Bretired) of the prior sentence Company or its Subsidiaries; (ii) increase any benefits otherwise payable under any Employee Benefit Plan; (iii) result in the acceleration of the time of payment or vesting of any benefits under any Employee Benefit Plan; or (iv) constitute a “change in control” or similar event under any Employee Benefit Plan. (k) Except in connection with the transactions contemplated by Section 8.9(e) hereof, all Company Options were issued by a Governmental Authority relating in compliance with (and are currently compliant with) Section 409A of the Code in all respects and will not give rise to any obligation to make to the satisfaction holders thereof any “make whole” or similar payments in the event that any Company Option is found not to be in compliance with Section 409A of Law necessary the Code and the holder is subject to obtain a penalty tax as a result. (l) Neither the most favorable tax treatmentexecution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will, as of the Closing Date, result in any payments that will not be deductible under Section 280G of the Code.

Employee Plans. (a) Section 4.18(a3.18(a) of the Company Disclosure Letter sets forth a true, correct and complete and accurate list list, as of each material Employee Plan. For purposes the date hereof, of this Agreement, “Employee Plan” means each (i) all “employee benefit planplans” (as defined in Section 3(3) of ERISA), whether or not subject to ERISA ERISA; and (ii) all other employment, bonus, stock option, stock purchase or other equity-based, benefit, incentive compensation, profit sharing, savings, retirement (including early retirement and supplemental retirement), disability, insurance, vacation, incentive, deferred compensation, supplemental retirement (including termination indemnities and seniority payments), severance, termination, retention, change of in control compensation and other similar material fringe, welfare or other employee benefit planplans, programprograms, agreement, contractcontracts, policy policies or binding arrangement arrangements (whether or not in writing) maintained or contributed to for the benefit of or relating to any current or former employee employee, executive officer, director or director other service provider of the Company, any of its Subsidiaries Company Group or any other trade or business (whether or not incorporated) which that would be treated as a single employer with the Company or any of its Subsidiaries under Group pursuant to Section 414 of the Code (an “ERISA Affiliate”), or ) and with respect to which the Company or any of its Subsidiaries Group has any current material Liabilityliability, contingent or otherwise (collectively, the “Employee Plans”), and separately identifies each International Employee Plan. Section 3.18(a) of the Company Disclosure Letter also lists each ERISA Affiliate. With respect to each material Employee Plan, other than an Employee Plan that is maintained in any non-U.S. jurisdiction primarily for the benefit of persons substantially all of whom are non-resident aliens (the “International Employee Plans”), to the extent applicable applicable, the Company has made available to Parent true, correct and complete and accurate copies of (A) the most recent annual report on Form 5500 required to have been filed with the IRS for each Employee Plan, including all schedules thereto; (B) the most recent determination or opinion letter, if any, from the IRS for any Employee Plan that is intended to qualify under pursuant to Section 401(a) of the Code; (C) the current plan documents and summary plan descriptions, or a written description of the terms of any material Employee Plan that is not in writing; (D) any related trust agreements, insurance contracts, insurance policies or other documents Contracts of any funding arrangements; and (E) any notices to or from the IRS or any office or representative of the DOL United States Department of Labor or any similar Governmental Authority relating to any material compliance issues in respect of any such Employee Plan. With Plan during the past three years; and (F) with respect to each material Employee Plan that is maintained in any non-United States jurisdiction primarily for the benefit of any employee of the Company Group whose principal work location is outside of the United States (the “International Employee PlanPlans”), to the extent applicable, the Company has made available to Parent (x1) the most recent annual report or similar compliance documents required to be filed with any Governmental Authority with respect to such plan (y) the plan documents or a written description of the terms of any International Employee Plan that is not in writing plan; and (z2) any document comparable to the determination letter reference under referenced pursuant to clause (B) of the prior sentence above issued by a Governmental Authority relating to the satisfaction of Law law necessary to obtain the most favorable tax Tax treatment.

Employee Plans. (a) Section 4.18(a3.17(a) of the Company Disclosure Letter sets forth a complete and accurate list of each material Employee Plan. For purposes of this Agreement, “Employee Plan” means each (i) “each (A) ”employee benefit plan” (as defined in Section 3(3) of ERISA), whether or not subject to ERISA and (iiB) other employmentbonus, bonuscommissions (accrual and potential), social and pension contributions (by percentages), stock option, stock purchase or other equity-based, benefit, incentive compensation, profit sharing, savings, retirement (including early retirement and supplemental retirement), disability, insurancevacation (entitlement and accrual), vacation, incentivesick days (entitlement and accrual), deferred compensation, supplemental retirement (including termination indemnities and seniority payments), severance, termination, retention, change of control and other similar fringe, welfare or other employee benefit plan, program, agreement, contract, written and unwritten policy or binding arrangement (whether or not in writing) maintained or contributed to for the benefit of or relating to any current or former employee (including manpower employees), consultant, officer or director of the Company, any of its Subsidiaries or any other trade or business (whether or not incorporated) which would be treated as a single employer with the Company or any of its Subsidiaries under Section 414 of the Code (an “ERISA Affiliate”), or with respect to which the Company or any of its Subsidiaries has any current Liability, and (ii) each employment agreement with each employee and consultant of the Company or any of its Subsidiaries ((i) and (ii) together with any other material Liability. employment agreement with respect to which the Company or one of its Subsidiaries is a party, the “Employee Plans”), in each case, excluding plans, agreements or other arrangements required to be established or contributed to by statute or regulatory agency. (b) With respect to each Employee Plan, other than an Employee Plan that is maintained in any non-U.S. jurisdiction primarily for the benefit of persons substantially all of whom are non-resident aliens (the “International Employee Plans”), to the extent applicable applicable, the Company has made available to Parent complete and accurate copies of (A) each Employee Plan; (B) the two most recent annual report reports on Form 5500 required to have been filed with the IRS for each Employee Plan, including all schedules thereto; (BC) the most recent determination letter, if any, from the IRS for any Employee Plan that is intended to qualify under Section 401(a) of the Code; (CD) the current plan documents and summary plan descriptions, or a written description of the terms of any material Employee Plan that is not in writing; (DE) any related trust agreements, insurance contracts, insurance policies or other documents of any funding arrangements; and (EF) any notices to or from the IRS or any office or representative the United States Department of the DOL or any similar Governmental Authority Labor relating to any material compliance issues in respect of any such Employee Plan. With ; (G) with respect to each material International Employee PlanPlan that is maintained in any non-U.S. jurisdiction, to the extent applicable, the Company has made available to Parent (x) the most recent annual report or similar compliance documents required to be filed with any Governmental Authority with respect to such plan and (y) the plan documents or a written description of the terms of any International Employee Plan that is not in writing and (z) any document comparable to the determination letter reference referenced under clause (BC) of the prior sentence above issued by a Governmental Authority relating to the satisfaction of Law necessary to obtain the most favorable tax treatment; (H) in the case of each Employee Plan intended to be qualified under Section 401(a) of the Code, the most recent IRS determination or opinion letter applicable to the Company Benefit Plans; and (I) all related custodial agreements, insurance policies (including fiduciary liability insurance covering the fiduciaries of the Employee Plan), administrative services and similar agreements, and investment advisory or investment management agreements, if any. Each such Form 5500 and each such summary plan description (or similar document) was as of its date and is true, complete and correct in all material respects. (c) No Employee Plan is (1) and neither the Company nor any of its Subsidiaries has ever sponsored, a “defined benefit plan” (as defined in Section 414 of the Code), (2) and neither the Company nor any of its Subsidiaries has ever been subject to a collective bargaining agreement that requires contributions to, a “multiemployer plan” (as defined in Section 3(37) of ERISA), (3) a “multiple employer plan” (as defined in Section 4063 or 4064 of ERISA) (in each case under clause (1), (2) or (3) whether or not subject to ERISA) or (4) subject to Section 302 of ERISA, Section 412 of the Code or Title IV of ERISA, none of the Company, any of its Subsidiaries, any officer of the Company or any of its Subsidiaries or any of the Employee Plans which are subject to ERISA, any trusts created thereunder or any trustee or administrator thereof, has engaged in a “prohibited transaction” (as such term is defined in Section 406 of ERISA or Section 4975 of the Code) or any other breach of fiduciary responsibility that could subject the Company, any of its Subsidiaries or any officer of the Company or any of its Subsidiaries to a tax or penalty on prohibited transactions imposed by such Section 4975 of the Code or to any liability under Section 502(i) or 502(1) of ERISA. (d) Each Employee Plan has been maintained, operated and administered in compliance in all material respects with its terms and with all applicable Law, regulation and permits, including the applicable provisions of ERISA and the Code. (e) There are no Legal Proceedings pending or, to the Knowledge of the Company, threatened on behalf of or against any Employee Plan, the assets of any trust under any Employee Plan, or the plan sponsor, plan administrator or any fiduciary of any Employee Plan with respect to the administration or operation of such plans, other than routine claims for benefits that have been or are being handled through an administrative claims procedure. (f) With respect to each Employee Plan that is a “welfare benefit plan” within the meaning of Section 3(1) of ERISA (i) no such Employee Plan provides benefits to former employees of the Company or its ERISA Affiliates, other than pursuant to Section 4980B of the Code or any similar Law; (ii) no such Employee Plan is unfunded or funded through a “welfare benefits fund” (as such term is defined in Section 419(e) of the Code), (iii) each such Employee Plan that is a “group health plan” (as such term is defined in Section 5000(b)(1) of the Code), complies with the applicable requirements of Section 4980B(f) of the Code and (iv) each such Employee Plan (including any such Employee Plan covering retirees or other former employees) may be amended or terminated without material liability to the Company and the Company’s Subsidiaries on or at any time after the Effective Time. (g) Each Employee Plan that is intended to be “qualified” under Section 401 of the Code may rely on a prototype opinion letter or has received a favorable determination letter from the IRS to such effect (or there remains sufficient time for the Company or its Subsidiaries to file an application for such determination letter from the IRS) and no such determination letter opinion has been revoked nor, to the Knowledge of the Company, no fact, development or event has occurred or exists since the date of such determination or opinion letter that has materially and adversely affected the qualified status of any such Employee Plan nor has any such Employee Plan been amended since the date of its most recent determination opinion letter or application therefor in any respect that would adversely affect its qualification or materially increase its costs. (h) All Company Options granted to individuals subject to United States Law relating to Taxes have an exercise price equal to no less than the fair market value (determined in accordance with Section 409A of the Code) of the underlying shares of Company Ordinary Shares on the date of grant and no such Company Option has a feature for the deferral of compensation within the meaning of Section 409A of the Code. (i) to the extent applicable, each Employee Plan has been approved by the relevant taxation and other Governmental Authorities so as to enable: (i) the Company or any of its Subsidiaries and the participants and beneficiaries under the relevant Employee Plan and (ii) in the case of any Employee Plan under which resources are set aside in advance of the benefits being paid (a “Funded Employee Plan”), the assets held for the purposes of the Funded Employee Plans, to enjoy the most favorable taxation status possible and the Company is not aware of any ground on which such approval may cease to apply. (j) Neither the execution or delivery by the Company of this Agreement and the Ancillary Agreements to which it is a party nor the consummation by the Company of the transactions contemplated by this Agreement and the Ancillary Agreements to which it is a party will (A) result in any payment or benefit becoming due or payable, or required to be provided, to any current or former director, employee or independent contractor of the Company or any of its Subsidiaries, (B) increase the amount or value of any benefit or compensation otherwise payable or required to be provided to any such director, employee or independent contractor, (C) result in the acceleration of the time of payment, vesting or funding of any such benefit or compensation, (D) require any contributions or payments to fund any obligations to any such director, employee or independent contractor, (E) result in any breach or violation of, or a default under, any Employee Plan or (F) result in the imposition of any additional tax under Section 409A or 457A of the Code or any other applicable Tax Law. (k) Except as required by applicable Law or the terms of any Employee Plans as in effect on the date hereof, neither the Company nor any of its Subsidiaries has any plan or commitment to amend in any material respect or establish any new Employee Plan or to continue or materially increase any benefits under any Employee Plan.

Employee Plans. (a) Section 4.18(a4.17(a) of the Company Disclosure Letter sets forth a complete and accurate list of each material Employee Plan. For purposes of this Agreement, “Employee Plan” means each (i) “employee benefit plan” (as defined in Section 3(3) of ERISA), whether or not subject to ERISA ERISA, and (ii) other employment, bonus, stock option, stock purchase or other equity-based, benefit, incentive compensation, profit sharing, savings, retirement (including early retirement and supplemental retirement), disability, insurance, vacation, incentive, deferred compensation, supplemental retirement (including termination indemnities and seniority payments)consulting, severance, termination, retention, change of control and other similar fringe, welfare or other employee benefit plan, program, agreement, contract, policy or binding arrangement (whether or not in writingwriting and whether or not covering a single individual or a group of individuals) maintained sponsored, maintained, contributed to, or required to be contributed to for the benefit of or relating to any current or former employee employee, officer, director or director independent contractor of the Company, any of its Subsidiaries or any other trade or business (whether or not incorporated) which would be treated as a single employer with the Company or any of its Subsidiaries under Section 414 of the Code or Section 4001 of ERISA (each, an “ERISA Affiliate”), or with respect to which the Company or any of its Subsidiaries has any current material Liabilityliability (including contingent liability) (together, the “Employee Plans”). With respect to each Employee Plan, Plan other than an Employee Plan that is maintained in any non-U.S. jurisdiction primarily for the benefit of persons substantially all of whom are non-resident aliens (together, the “International Employee Plans”), to the extent applicable the Company has made available to Parent complete and accurate copies of (A) the most recent annual report on Form 5500 required to have been filed with the IRS for each Employee Plan, including all schedules thereto; (B) the most recent determination letter, if any, from the IRS for any Employee Plan that is intended to qualify under Section 401(a) of the Code; (C) the current plan documents and summary plan descriptions, or a written description of the terms of any material Employee Plan that is not in writing; (D) any related trust agreements, insurance contracts, insurance policies or other documents of any funding arrangements; and (E) any notices to or from the IRS or any office or representative of the DOL or any similar Governmental Authority relating to any material compliance issues in respect of any such Employee Plan. With respect to each material International Employee Plan, to the extent applicable, the Company has made available to Parent complete and accurate copies of (x) the most recent annual report or similar compliance documents required to be filed with any Governmental Authority with respect to such plan and (y) the plan documents or a written description of the terms of any International Employee Plan that is not in writing and (z) any document comparable to the determination letter reference referenced under clause (B) of the prior foregoing sentence issued by a Governmental Authority relating to the satisfaction of Law necessary to obtain the most favorable tax treatment. (b) No Employee Plan is, and none of the Company, any of its Subsidiaries, any ERISA Affiliate, or any of their respective predecessors has contributed to, contributes to, has been required to contribute to, or has otherwise participated in or has any liability, direct or indirect, with respect to (1) a “defined benefit plan” (as defined in Section 414 of the Code), (2) a “multiemployer plan” (as defined in Section 3(37) of ERISA), (3) a “multiple employer plan” (as defined in Section 4063 or 4064 of ERISA), (4) a plan subject to Section 302 of ERISA, Section 412, 430 or 4971 of the Code or Title IV of ERISA, (5) a “multiple employer welfare arrangement (as defined in Section 3(40) of ERISA) or (6) a plan maintained in connection with any trust described in Section 501(c)(9) of the Code. No event has occurred and no condition exists that would subject the Company or any of its Subsidiaries by reason of its affiliation with any current or former ERISA Affiliate to any material (i) Tax, penalty, fine, (ii) lien or (iii) other liability imposed by applicable Law, including the ERISA and the Code. (c) Each Employee Plan has been established, maintained, operated and administered, in all material respects, in compliance with its terms and with all applicable Law, including the applicable provisions of ERISA and the Code. (d) Each Employee Plan that is subject to Section 409A of the Code has been operated and administered, in all material respects, in compliance with Section 409A of the Code. (e) There are no Legal Proceedings pending or, to the Knowledge of the Company, threatened on behalf of or against any Employee Plan, the assets of any trust under any Employee Plan, or the plan sponsor, plan administrator or any fiduciary or any Employee Plan with respect to the administration or operation of such plans, other than routine claims for benefits. (f) None of the Company, any of its Subsidiaries, or, to the Knowledge of the Company, any of their respective directors, officers, employees or agents has, with respect to any Employee Plan, engaged in or been a party to any non-exempt “prohibited transaction,” as such term is defined in Section 4975 of the Code or Section 406 of ERISA, which could reasonably be expected to result in the imposition of a material penalty assessed pursuant to Section 502(i) of ERISA or a material tax imposed by Section 4975 of the Code, in each case applicable to the Company, any of its Subsidiaries or any Employee Plan or for which the Company or any of its Subsidiaries has any indemnification obligation. (g) No Employee Plan that is a “welfare benefit plan” within the meaning of Section 3(1) of ERISA provides benefits to former employees of the Company or its ERISA Affiliates, other than pursuant to Section 4980B of the Code or any similar Law. (h) Each Employee Plan that is intended to be “qualified” under Section 401 of the Code may rely on an advisory letter or a volume submitter opinion letter or has received a favorable determination letter from the IRS (or there remains sufficient time for the Company to file an application for such determination letter from the IRS) and nothing has occurred since the date of the letter that could reasonably be expected to adversely affect the qualified status of such Employee Plan. (i) Except as would not, individually or in the aggregate, be material, each International Employee Plan (1) that is intended to qualify for special tax treatment, has met all requirements for such tax treatment, (2) does not have unfunded liabilities or liabilities that could reasonably be imposed upon the assets of the Company or any Subsidiary by reason of such International Employee Plan, (3) is in compliance with all applicable Laws, and (4) if intended or required to be qualified, approved or registered with a Governmental Authority, is and has been so qualified, approved or registered and nothing has occurred that could reasonably be expected to result in the loss of such qualification, approval or registration, as applicable. (j) Except as could not result in a material liability to the Company, all contributions, premiums and other material payments required to be made with respect to any Employee Plan have been timely made, accrued or reserved for. (k) Neither the execution or delivery of this Agreement nor the consummation of the transactions contemplated by this Agreement (including the Offer or the Merger) will, either alone or in combination with any other event, (1) result in any severance or other payment or benefit becoming due or payable, or required to be provided, to any current or former director, officer, employee or independent contractor of the Company or any of its Subsidiaries, (2) increase the amount or value of any benefit or compensation otherwise payable or required to be provided to any such current or former director, officer, employee or independent contractor, (3) result in the acceleration of the time of payment, vesting or funding (through a grantor trust or otherwise) of any such benefit or compensation, or (4) limit or restrict the right of the Company or any Subsidiary to merge, amend or terminate any Employee Plan. (l) Except as required by applicable Law or the terms of any Employee Plans as in effect on the date hereof, neither the Company nor any of its Subsidiaries has any plan or commitment to amend in any material respect or establish any new Employee Plan or to continue or materially increase any benefits under any Employee Plan. (m) No amount paid or payable by the Company or any Subsidiary of the Company in connection with the transactions contemplated hereby will be an “excess parachute payment” within the meaning of Section 280G of the Code. No person is entitled to receive any additional payment (including any tax gross-up payment) from the Company or any of its Subsidiaries as a result of the imposition of additional taxes under Sections 409A or 4999 of the Code.

Employee Plans. (a) Section 4.18(a3.18(a) of the Company Disclosure Letter sets forth a true, correct and complete and accurate list list, as of each material Employee Plan. For purposes the date hereof, of this Agreement, “Employee Plan” means each (i) all material “employee benefit planplans” (as defined in Section 3(3) of ERISA), whether or not subject to ERISA ERISA; and (ii) all other material employment, bonus, stock option, stock purchase or other equity-based, benefit, incentive compensation, profit sharing, savings, retirement (including early retirement and supplemental retirement), disability, insurance, vacation, incentive, deferred compensation, supplemental retirement (including termination indemnities and seniority payments), severance, termination, retention, change of in control compensation and other similar material fringe, welfare or other employee benefit planplans, programprograms, agreement, contractcontracts, policy policies or binding arrangement arrangements (whether or not in writing) maintained or contributed to for the benefit of or relating to any current or former employee or director of the Company, any of its Subsidiaries Company Group or any other trade or business (whether or not incorporated) which that would be treated as a single employer with the Company or any of its Subsidiaries under Group pursuant to Section 414 of the Code (an “ERISA Affiliate”), or ) and with respect to which the Company or any of its Subsidiaries Group has any current material Liabilityliability, contingent or otherwise (collectively, the “Employee Plans”). With respect to each material Employee Plan, other than an Employee Plan that is maintained in any non-U.S. jurisdiction primarily for the benefit of persons substantially all of whom are non-resident aliens (the “International Employee Plans”), to the extent applicable applicable, the Company has made available to Parent true, correct and complete and accurate copies of (A) the most recent annual report on Form 5500 required to have been filed with the IRS for each Employee Plan, including all schedules thereto; (B) the most recent determination or opinion letter, if any, from the IRS for any Employee Plan that is intended to qualify under pursuant to Section 401(a) of the Code; (C) the current plan documents and summary plan descriptions, or a written description of the terms of any material Employee Plan that is not in writing; (D) any related trust agreements, insurance contracts, insurance policies or other documents Contracts of any funding arrangements; and (E) any notices to or from the IRS or any office or representative of the DOL United States Department of Labor or any similar Governmental Authority relating to any material compliance issues in respect of any such Employee Plan. With Plan during the past three years; and (F) with respect to each material Employee Plan that is maintained in any non-United States jurisdiction primarily for the benefit of any employee of the Company Group whose principal work location is outside of the United States (the “International Employee PlanPlans”), to the extent applicable, the Company has made available to Parent (x1) the most recent annual report or similar compliance documents required to be filed with any Governmental Authority with respect to such plan (y) the plan documents or a written description of the terms of any International Employee Plan that is not in writing plan; and (z2) any document comparable to the determination letter reference under referenced pursuant to clause (B) of the prior sentence above issued by a Governmental Authority relating to the satisfaction of Law law necessary to obtain the most favorable tax Tax treatment.. Table of Contents

Employee Plans. (a) Section 4.18(a) of Except as set forth in Schedule 2.7, neither the Company Disclosure Letter sets forth a complete and accurate list of each material Employee Plan. For purposes of this Agreement------------ nor Surgi-Pack maintains, “Employee Plan” means each or is required to maintain or contribute to or otherwise participates in, with respect to employees employed by such party who provide services to the Business (the "Business Employees"), either (i) “any employee pension benefit plan” , including any employee stock ownership plan ("Pension/Profit Sharing Plan"), or any employee welfare benefit plan ("Welfare Plan") (as such terms are defined in the Employee Retirement Income Security Act of 1974, as amended ("ERISA")), including any pension, profit sharing, retirement or thrift plan, or (ii) any other compensation, welfare, fringe benefit or retirement plan, program, stock purchase or stock option plan, policy, understanding or arrangement of any kind whatsoever, whether formal or informal, providing for benefits for or the welfare of any or all of the current or former Business Employees or their beneficiaries or dependents (all of the foregoing in items (i) and (ii) being referred to herein collectively as the "Employee Plans" and individually as an "Employee Plan"). (b) Neither the Company nor Surgi-Pack has maintained, contributed to or been required to contribute to, nor do any of the Business Employees participate in, a "multiemployer plan" (as defined in Section 3(33(37) of ERISA). Except as set forth in Schedule 2.7, whether no amount is due or not subject to ERISA and (ii) other employment------------ owing from the Shareholders, bonus, stock option, stock purchase or other equity-based, benefit, incentive compensation, profit sharing, savings, retirement (including early retirement and supplemental retirement), disability, insurance, vacation, incentive, deferred compensation, supplemental retirement (including termination indemnities and seniority payments), severance, termination, retention, change of control and other similar fringe, welfare or other employee benefit plan, program, agreement, contract, policy or binding arrangement (whether or not in writing) maintained or contributed to for the benefit of or relating to any current or former employee or director of the Company, any of its Subsidiaries or any other trade or business (whether or not incorporated) which would be treated as a single employer with the Company or Surgi-Pack on account of a "multiemployer plan" (as defined in Section 3(37) of ERISA) or on account of any of its Subsidiaries under Section 414 of the Code withdrawal therefrom. (an “ERISA Affiliate”), or with respect to which the Company or any of its Subsidiaries has any current material Liability. With respect to each c) No Employee Plan, other than an Employee Plan that which is maintained in any non-U.S. jurisdiction primarily for an employee pension benefit plan (within the benefit meaning of persons substantially all Section 3(2)(A) of whom are non-resident aliens (the “International Employee Plans”ERISA), to the extent applicable the Company has made available to Parent complete and accurate copies of (A) the most recent annual report on Form 5500 required to have been filed with the IRS for each Employee Planprovides benefits, including all schedules thereto; without limitation death, health or medical benefits (B) the most recent determination letterwhether or not insured), if any, from the IRS for any Employee Plan that is intended to qualify under Section 401(a) of the Code; (C) the current plan documents and summary plan descriptions, or a written description of the terms of any material Employee Plan that is not in writing; (D) any related trust agreements, insurance contracts, insurance policies or other documents of any funding arrangements; and (E) any notices to or from the IRS or any office or representative of the DOL or any similar Governmental Authority relating to any compliance issues in respect of any such Employee Plan. With respect to each material International Employee Plan, to the extent applicable, the Company has made available to Parent (x) the most recent annual report or similar compliance documents required to be filed with any Governmental Authority with respect to such plan current or former Business Employees beyond their retirement or other termination of service in the Business (yother than (i) coverage mandated by applicable law, (ii) deferred compensation benefits accrued as liabilities on the plan documents books of Company or a written description Surgi-Pack, or (iii) benefits the full cost of which is borne by the terms of any International current or former Business Employee Plan that is not in writing and (z) any document comparable to the determination letter reference under clause (B) of the prior sentence issued by a Governmental Authority relating to the satisfaction of Law necessary to obtain the most favorable tax treatmentor his or her beneficiary)).

Employee Plans. (a) Schedule 4.15(a) sets forth a true and complete list, as of the date hereof, of each Employee Benefit Plan. (a) With respect to each Employee Benefit Plan, true and complete copies of each of the following have been made available to Buyer: (i) each Employee Benefit Plan (including all amendments and modifications thereof), or a written description of such Employee Benefit Plan if such Employee Benefit Plan is not set forth in a written document, have been made available to Buyer as of the date hereof; provided that, in the case of any Employee Benefit Plan that is in a Contract to which an employee of any Acquired Company is a party, the Company may instead make available a form or sample of such Contract accompanied by a listing of the employees who are parties to a Contract substantially similar to such form or sample Contract; (ii) any related trust, insurance Contract or funding instrument; (iii) the most recent summary plan description together with the summary or summaries of all material modifications thereto; (iv) the most recent Internal Revenue Service (“IRS”) determination or opinion letter; (v) the most recent actuarial valuation report or audited financial statement; (vi) the three most recently filed annual returns or reports; (vii) results of non-discrimination testing for the three most recently completed years; and (viii) all material, non-routine correspondence to or from the IRS, the United States Department of Labor, the Pension Benefit Guaranty Corporation or any other Governmental Entity sent or received by the Company or any of its Affiliates since January 1, 2013 with respect to such Employee Benefit Plan. (b) Except as would not, individually or in the aggregate, reasonably be expected to result in a material Liability to the Acquired Companies, (i) each Employee Benefit Plan (and each related trust, insurance Contract or funding instrument) has been maintained, contributed to, funded, operated and administered in accordance with the terms of such Employee Benefit Plan and in accordance with applicable Law; (ii) the Company has not received notice that any Action (other than any routine claim for benefits) is pending, and to the knowledge of the Company no Action is threatened against, any Employee Benefit Plan; and (iii) no Employee Benefit Plan is under audit or investigation by any Governmental Entity. (c) Each Employee Benefit Plan that is intended to be qualified under Section 4.18(a401(a) of the Code has received a favorable determination letter, or is entitled to rely on an opinion letter, from the IRS that such plan is so qualified, and no condition exists that would reasonably be expected to jeopardize the tax-qualification of any such plan. (d) No Employee Benefit Plan is or has been subject to the minimum funding requirements of Section 412 of the Code or Title IV of ERISA. No Acquired Company Disclosure Letter sets forth has ever maintained, established, participated in, contributed to, been obligated to contribute to or otherwise incurred any obligation or Liability under, any “multiemployer plan” (within the meaning of Section 3(37) or 4001(a)(3) of ERISA). No Employee Benefit Plan is a complete and accurate list of each material Employee Plan. For purposes of this Agreement, “Employee Plan” means each (i) “employee benefit multiple employer plan” (as defined in Section 3(3413 of the Code), a plan sponsored by a human resources or benefits outsourcing entity, professional employer organization or similar vendor or provider, a “multiple employer welfare arrangement” (as defined in Section 3(40) of ERISA), whether or not subject to ERISA and (iia plan maintained in connection with any trust described in Section 501(c)(9) other employment, bonus, stock option, stock purchase or other equity-based, benefit, incentive compensation, profit sharing, savings, retirement (including early retirement and supplemental retirement), disability, insurance, vacation, incentive, deferred compensation, supplemental retirement (including termination indemnities and seniority payments), severance, termination, retention, change of control and other similar fringe, welfare or other employee benefit plan, program, agreement, contract, policy or binding arrangement (whether or not in writing) maintained or contributed to for the benefit of or relating to any current or former employee or director of the CompanyCode. (e) There does not now exist, nor do any circumstances exist that could reasonably be expected to result in, any Controlled Group Liability. (f) None of its Subsidiaries the Employee Benefit Plans provides retiree health or life insurance benefits except as may be required by Section 4980B of the Code and Section 601 of ERISA or any other trade applicable Law or business (whether or not incorporated) which would be treated as a single employer with at the Company or any of its Subsidiaries under Section 414 expense of the Code participant or the participant’s beneficiary. (an “ERISA Affiliate”), or with respect to which the Company or any of its Subsidiaries has any current material Liability. g) With respect to each Employee PlanBenefit Plan all material contributions, other than an premiums or payments required to be made or paid have been made or paid on or before their due dates (including permissible extensions). (h) Each Employee Benefit Plan that is maintained a “nonqualified deferred compensation plan” (as such term is defined in Section 409A(d)(1) of the Code) has been administered in all material respects in compliance with its terms and the operational and documentary requirements of Section 409A of the Code and the regulations thereunder. The Company does not have any obligation to gross-up, indemnify or otherwise reimburse any individual for any excise taxes, interest or penalties incurred pursuant to Section 409A of the Code. (i) Except as disclosed on Schedule 4.15(j), neither the execution and delivery of this Agreement nor the consummation of the Transactions (alone or in conjunction with termination of employment) will (i) entitle any employee to severance pay or any increase in severance pay under any Employee Benefit Plan; (ii) entitle any employee to any compensation or benefit under any Employee Benefit Plan; (iii) accelerate the time of payment, vesting or funding, or increase the amount of, any compensation or benefit or trigger any other obligation to any employee under any Employee Benefit Plan; (iv) result in any non-U.S. jurisdiction primarily for the benefit payment of persons substantially all of whom are non-resident aliens (the any amount that could, individually or in combination with any other such payment, constitute an “International Employee Plans”), to the extent applicable the Company has made available to Parent complete and accurate copies of (A) the most recent annual report on Form 5500 required to have been filed with the IRS for each Employee Plan, including all schedules thereto; (B) the most recent determination letter, if any, from the IRS for any Employee Plan that is intended to qualify under excess parachute payment” as defined in Section 401(a280G(b)(1) of the Code; or (Cv) result in the current plan documents and summary plan descriptionsbreach or violation of or default under, or a written description limit Buyer’s right to amend, modify or terminate, any Employee Benefit Plan. The Company does not have any obligation to gross-up, indemnify or otherwise reimburse any individual for any excise taxes, interest or penalties incurred pursuant to Section 4999 of the terms of any material Employee Plan that is not in writing; (D) any related trust agreements, insurance contracts, insurance policies or other documents of any funding arrangements; and (E) any notices to or from the IRS or any office or representative of the DOL or any similar Governmental Authority relating to any compliance issues in respect of any such Employee Plan. With respect to each material International Employee Plan, to the extent applicable, the Company has made available to Parent (x) the most recent annual report or similar compliance documents required to be filed with any Governmental Authority with respect to such plan (y) the plan documents or a written description of the terms of any International Employee Plan that is not in writing and (z) any document comparable to the determination letter reference under clause (B) of the prior sentence issued by a Governmental Authority relating to the satisfaction of Law necessary to obtain the most favorable tax treatmentCode.

Employee Plans. (a) Section 4.18(a) 3.17 of the Company Target Disclosure Letter sets forth a complete Schedule lists each of the following plans, contracts, policies and accurate list arrangements which is sponsored, maintained or contributed to by, or otherwise binding upon Target or its ERISA Affiliates for the benefit of each material Employee Plan. For purposes of this Agreementany current or former employee, “Employee Plan” means each director or other personnel: (i) “any "employee benefit plan” ," as such term is defined in Section 3(3) of ERISA, whether or not subject to the provisions of ERISA, (ii) any personnel policy, and (iii) any other employment, consulting (for annual compensation in excess of $20,000), collective bargaining, stock option, stock bonus, stock purchase, phantom stock, incentive, bonus, deferred compensation, retirement, severance, vacation, dependent care, employee assistance, fringe benefit, medical, dental, sick leave, death benefit, change in control, golden parachute or other compensatory plan, contract, policy or arrangement which is not an employee benefit plan as defined in Section 3(3) of ERISAERISA (each such plan, contract, policy and arrangement described in (i), whether (ii) or not subject (iii) above being herein referred to ERISA as an "Employee Plan"). (b) With respect to each Employee Plan, Target has delivered to Acquirer true and complete copies of (i) each contract, plan document, policy statement, summary plan description and other written material governing or describing the Employee Plan and/or any related funding arrangements (including, without limitation, any related trust agreement or insurance company contract) or, if there are no such written materials, a summary description of the Employee Plan, and (ii) where applicable, (A) the last annual report (5500 series) filed with the Internal Revenue Service or the Department of Labor; (B) the most recent balance sheet and financial statement; (C) the most recent actuarial report or valuation statement; and (D) the most recent determination letter issued by the Internal Revenue Service, as well as any other employmentdetermination letter, bonusprivate letter ruling, stock optionopinion letter or prohibited transaction exemption issued by the Internal Revenue Service or the Department of Labor since inception and any application therefor which is currently pending. (c) Each Employee Plan has been maintained and administered in accordance with its terms and in compliance with the provisions of applicable law, stock purchase or other equity-basedincluding, benefitwithout limitation, incentive compensationapplicable disclosure, profit sharingreporting, savingsfunding and fiduciary requirements imposed by ERISA and/or the Code. All contributions, retirement (including early retirement and supplemental retirement)insurance premiums, disability, insurance, vacation, incentive, deferred compensation, supplemental retirement (including termination indemnities and seniority payments), severance, termination, retention, change of control benefits and other similar fringe, welfare payments to or other employee benefit plan, program, agreement, contract, policy or binding arrangement (whether or not in writing) maintained or contributed to for the benefit of or relating to any current or former employee or director of the Company, any of its Subsidiaries or any other trade or business (whether or not incorporated) which would be treated as a single employer with the Company or any of its Subsidiaries under Section 414 of the Code (an “ERISA Affiliate”), or each Employee Plan with respect to which all periods prior to the Company Closing have been made (in accordance with the governing documents and applicable law) or any of its Subsidiaries has any current material Liabilityfully accrued on the Financial Statements. With respect to each Employee Plan, (i) no application, proceeding or other matter is pending before the Internal Revenue Service, the Department of Labor or any other governmental agency, (ii) no action, suit, proceeding or claim (other than routine claims for benefits) is pending or threatened, and (iii) no facts exist which could give rise to an action, suit, proceeding or claim which, if asserted, could result in a material liability or expense to Target, any of its ERISA Affiliates or the plan assets. (d) With respect to each Employee Plan that which is maintained an "employee benefit plan" within the meaning of Section 3(3) of ERISA or which is a "plan" within the meaning of Section 4975(e) of the Code, there has occurred no transaction which is prohibited by Section 406 of ERISA or which constitutes a "prohibited transaction" under Section 4975(c) of the Code and with respect to which a prohibited transaction exemption has not been granted and is not currently in any non-U.S. jurisdiction primarily for effect. (e) With respect to each funded Employee Plan which is an employee pension plan within the benefit meaning of persons substantially all Section 3(2) of whom are non-resident aliens ERISA, (the “International Employee Plans”), to the extent applicable the Company has made available to Parent complete and accurate copies of (Ai) the most recent annual report on Form 5500 required to have been filed with the IRS for each Employee Plan, including all schedules thereto; (B) the most recent determination letter, if any, from the IRS for any Employee Plan that is intended to qualify has been, since its inception a qualified plan under Section 401(a) of the Code; (C, and its related trust has been, since its inception exempt from federal income taxation under Section 501(a) the current plan documents and summary plan descriptions, or a written description of the terms Code, (ii) a favorable IRS determination letter is currently in effect and, since the date of any material the last determination letter, the Employee Plan that is has not been amended or operated in writing; (D) any related trust agreementsa manner which would adversely affect its qualified status and no event has occurred which has caused or could cause the loss of such status, insurance contracts, insurance policies or other documents of any funding arrangements; and (Eiii) any notices to there has been no termination or from partial termination within the IRS or any office or representative meaning of Section 411(d)(3) of the DOL Code. (f) Neither Target nor its ERISA Affiliates has ever maintained or been obligated to contribute to a single employer, multiple employer or multi-employer pension plan (within the meaning of Section 3(2) of ERISA) which is or was covered by Title IV of ERISA or by Section 302 of ERISA or Section 412 of the Code, and neither Target nor its ERISA Affiliates has incurred or may incur any similar Governmental Authority relating to any compliance issues direct or indirect liability under Title IV of ERISA or Section 302 of ERISA or Section 412 of the Code, contingent or otherwise. (g) Target and its ERISA Affiliates have complied in respect all respects with the provisions of any such Employee Plan. With respect to each material International Employee Plan, to Section 4980B of the extent applicable, the Company has made available to Parent (x) the most recent annual report or similar compliance documents required to be filed with any Governmental Authority Code with respect to such plan (y) the plan documents or a written description of the terms of any International Employee Plan that which is not in writing and (z) any document comparable to a group health plan within the determination letter reference under clause (Bmeaning of Section 5001(b)(1) of the prior sentence issued Code. Neither Target nor its ERISA Affiliates maintains, contributes to, or is obligated under any plan, contract, policy or arrangement providing health or death benefits (whether or not insured) to current or former employees or other personnel beyond the termination of their employment or other services, except as required in Section 4980B of the Code. Each Employee Plan may be unilaterally terminated and/or amended by Target or its ERISA Affiliates at any time without damage or penalty. (h) The consummation of the transactions contemplated by this Agreement will not (either alone or in conjunction with another event, such as a Governmental Authority relating termination of employment or other services) entitle any employee or other person to receive severance or other compensation which would not otherwise be payable absent the satisfaction consummation of Law necessary to obtain the most favorable tax treatmenttransactions contemplated by this Agreement or cause the acceleration of the time of payment or vesting of any award or entitlement under any Employee Plan.

Employee Plans. (a) Section 4.18(a) 4.10 of the Company Disclosure Letter sets forth a complete and accurate list of each material all Company Employee Plan. For purposes of this AgreementBenefit Plans established, “Employee Plan” means each (i) “employee benefit plan” (as defined in Section 3(3) of ERISA)maintained, whether adopted, participated in, sponsored, contributed or not subject required to ERISA and (ii) other employmentbe contributed to, bonusor provided by, stock option, stock purchase or other equity-based, benefit, incentive compensation, profit sharing, savings, retirement (including early retirement and supplemental retirement), disability, insurance, vacation, incentive, deferred compensation, supplemental retirement (including termination indemnities and seniority payments), severance, termination, retention, change of control and other similar fringe, welfare or other employee benefit plan, program, agreement, contract, policy or binding arrangement (whether or not in writing) maintained or contributed to for the benefit of or relating to any current or former employee or director of the Company, any of its Subsidiaries or any other trade or business (whether or not incorporated) which would be treated as a single employer with the Company or any of its Subsidiaries entity with which the Company is considered a single employer under Section 414 414(b), (c) or (m) of the Code (an “Company ERISA AffiliateAffiliates”), or with respect to ) and under which the Company or any of its Subsidiaries has Company ERISA Affiliate would reasonably be expected to have any current material Liability. liability. (b) With respect to each Company Employee Benefit Plan, other than an Employee Plan that is maintained in any non-U.S. jurisdiction primarily for the benefit of persons substantially all of whom are non-resident aliens (the “International Employee Plans”), to the extent applicable the Company has made available to Parent complete and accurate copies of (A) the most recent annual report on Form 5500 required to have been filed with the IRS for each Employee Plan, including all schedules thereto; (B) the most recent determination letter, if any, from the IRS for any Employee Plan that is intended to qualify under Section 401(a) of the Code; (C) the current plan documents and summary plan descriptions, or a written description of the terms of any material Employee Plan that is not in writing; (D) any related trust agreements, insurance contracts, insurance policies or other documents of any funding arrangements; and (E) any notices to or from the IRS or any office or representative of the DOL or any similar Governmental Authority relating to any compliance issues in respect of any such Employee Plan. With respect to each material International Employee Plan, to the extent applicable, the Company has made available to Parent a true, correct and complete copy of: (xi) each writing constituting a part of any written Company Employee Benefit Plan and all amendments thereto, and all trusts or service agreements relating to the administration and recordkeeping of the Company Employee Benefit Plan, and written summaries of the material terms of all unwritten Company Employee Benefit Plans; (ii) the three most recent Annual Reports (Form 5500 Series) including all applicable schedules, if any, for each Company Employee Benefit Plan that is subject to such reporting requirements; (iii) the current summary plan description and any material modifications thereto, if any, or any written summary provided to participants with respect to any plan for which no summary plan description exists; (iv) the most recent annual report determination letter (or similar if applicable, advisory or opinion letter) from the Internal Revenue Service, if any, and any pending applications for a determination or opinion letter; and (v) all notices or other written correspondence given to such Company Employee Benefit Plan, the Company, or any ERISA Affiliate by the Internal Revenue Service, Department of Labor, Pension Benefit Guarantee Corporation, or other governmental agency relating to such Company Employee Benefit Plan or provided to any such entity by the Company Employee Benefit Plan, the Company or an ERISA Affiliate. (c) Each Company Employee Benefit Plan that is intended to be “qualified” within the meaning of Section 401(a) of the Code has been the subject of a favorable and up-to-date (through any applicable remedial amendment period) determination, advisory or opinion letter from the Internal Revenue Service on which the Company is entitled to rely, and no event has occurred and no condition exists that would reasonably be expected to adversely affect the qualified status of any such Company Employee Benefit Plan. All assets of a Company Employee Benefit Plan consist of cash or marketable securities. (d) The Company has (i) filed or caused to be filed all returns and reports on the Company Employee Benefit Plans that it and/or any such plan are required to file and (ii) paid or made adequate provision for all fees, interest, penalties, assessments or deficiencies that have become due pursuant to those returns or reports or pursuant to any assessment or adjustment that has been made relating to those returns or reports. (e) Each Company Employee Benefit Plan has been operated and administered in all material respects in accordance with its provisions and in compliance documents with all provisions of ERISA, the Code and all Laws and regulations applicable to the Company Employee Benefit Plans. All contributions required to be filed with made to any Governmental Authority Company Employee Benefit Plan (or to any person pursuant to the terms thereof) have been made or the amount of such payment or contribution obligation has been reflected in the Company SEC Reports which are publicly available prior to the date of this Agreement. (f) Neither the Company nor any Company Subsidiary has engaged in any prohibited transaction, within the meaning of Section 4975 of the Code or Section 406 of ERISA, as a fiduciary or party in interest with respect to any Company Employee Benefit Plan. To the knowledge of the Company, no prohibited transaction has occurred with respect to any Company Employee Benefit Plan. No fiduciary, within the meaning of Section 3(21) of ERISA, has breached his or her fiduciary duty with respect to a Company Employee Benefit Plan or otherwise has any liability in connection with any acts taken (or failed to be taken) with respect to the administration or investment of the assets of any Company Employee Benefit Plan. (g) No Company Employee Benefit Plan is subject to Title IV of ERISA or Section 412 of the Code, or is a “multiemployer plan” within the meaning of Section 3(37) of ERISA, and neither the Company, a Company Subsidiary nor any ERISA Affiliate of the Company or a Company Subsidiary has ever sponsored, contributed to, been required to contribute to, or had any obligations or incurred any liability under any plan that is subject to Title IV of ERISA or Section 412 of the Code, or is a “multiemployer plan” within the meaning of Section 3(37) of ERISA. (h) The Company and the Company Subsidiaries have not offered to provide life, health or medical benefits or insurance coverage to any individual, or to the family members of any individual, for any period extending beyond the termination of the individual’s employment, except to the extent required by the COBRA provisions in ERISA and the Code or similar provisions of state law. (i) Neither the execution and delivery of this Agreement nor the consummation of the Transactions, alone or in connection with any other event (such as a termination of employment) will (i) result in any payment becoming due under any Company Employee Benefit Plan, (ii) increase any benefits otherwise payable under any Company Employee Benefit Plan, or (iii) result in the acceleration of the time of payment or vesting of any such benefits. No benefit that is or may become payable by any Company Employee Benefit Plan as a result of, or arising under, this Agreement shall constitute an “excess parachute payment” (as defined in Section 280G(b)(1) of the Code) that is subject to the imposition of an excise tax under Section 4999 of the Code or that would not be deductible by reason of Section 280G of the Code. (j) The Company and the Company Subsidiaries have no formal plan, commitment, or proposal, whether legally binding or not, and have not made a commitment to any individual to create any additional benefit plans, programs, policies or arrangements or modify or change any existing Company Employee Benefit Plan that would affect any current or former employee, director, consultant, or independent contractor, of the Company, or any beneficiary or alternate payee of such an individual. No events have occurred or are expected to occur with respect to any Company Employee Benefit Plan that would cause a material change in the cost of providing the benefits under such plan or would cause a material change in the cost of providing for other liabilities of such plan. (yk) The Company has the plan documents right at any time to amend or terminate each Company Employee Benefit Plan without incurring any liability other than with respect to benefits that have already accrued under a written description of the terms of any International retirement plan. (l) Each Company Employee Benefit Plan that is not a “nonqualified deferred compensation plan” within the meaning of Section 409A(d)(1) of the Code (a “Nonqualified Deferred Compensation Plan”) subject to Section 409A of the Code has been operated in writing compliance with Section 409A of the Code since January 1, 2005, based upon a good faith reasonable interpretation of (i) Section 409A of the Code and (zii)(A) any document comparable to the determination letter reference under clause regulations issued thereunder or (B) Internal Revenue Service Notice 2005-1 (clauses (i) and (ii), together, the “409A Authorities”). No Company Employee Benefit Plan that would be a Nonqualified Deferred Compensation Plan subject to Section 409A of the prior sentence issued by Code but for the effective date provisions that are applicable to Section 409A of the Code, as set forth in Section 885(d) of the AJCA, has been “materially modified” within the meaning of Section 885(d)(2)(B) of the AJCA after October 3, 2004, based upon a Governmental Authority relating to good faith reasonable interpretation of the satisfaction of Law necessary to obtain AJCA and the most favorable tax treatment409A Authorities.

Employee Plans. Schedule 2.21 lists each employee benefit plan (aincluding but not limited to incentive, bonus, vacation, severance, pension, profit sharing, retirement, stock option or appreciation, insurance or other benefit plans) Section 4.18(a) covering active, former or retired employees of the Company Disclosure Letter sets forth a complete and accurate list of each material Employee Planthat is sponsored or maintained by the Company or any affiliates thereof or to which the Company or any affiliates thereof are required to make contributions. For purposes of this Agreementthe preceding sentence, “Employee Plan” means each (i) “an employee benefit plan is "material" if with respect to such plan” , the amount spent or liability incurred or accrued by the Company, its employees or such plan exceeded $10,000 in either of the previous two calendar years, or is reasonably expected to exceed $10,000 in the current or a future calendar year. Stockholders have made available to Acquisition Subsidiary a copy of each employee benefit plan (as defined in Section 3(3) of ERISA), whether or not subject including without limitation to ERISA and (ii) other employmentincentive, bonus, stock optionvacation, stock purchase or other equity-basedseverance, benefit, incentive compensationpension, profit sharing, savingsretirement, retirement stock option or appreciation, insurance or other benefit plans) (including early retirement and supplemental retirementeach a "Plan"), disabilityand where applicable, insuranceany related trust agreement, vacationannuity or insurance contract and, incentivewhere applicable, deferred compensationthe most recent annual report (Form 5500) filed with the Internal Revenue Service. To the extent applicable, supplemental retirement each Plan complies, in all material respects, with the requirements of the Employee Retirement Income Security Act of 1974, as amended (including termination indemnities and seniority payments"ERISA"), severanceand the Internal Revenue Code of 1986, terminationas amended (the "CODE"), retentionand, change except as provided on Schedule 2.21, a favorable determination letter has been issued by the Internal Revenue Service with respect to each Plan intended to be qualified under Section 401(a) of control the Code and other similar fringeto the Knowledge of the Stockholders and the Company, welfare no condition exists that presents a material risk of any such letter being revoked. No Plan is covered by Title IV of ERISA or Section 412 of the Code. No "prohibited transaction" as defined in ERISA Section 406 or Code Section 4975 has occurred with respect to any Plan that could reasonably be expected to result in a material liability to the Company. Each Plan has been maintained and administered in compliance, in all material respects, with its terms and with the requirements prescribed by any and all statutes, orders, rules and regulations, including but not limited to ERISA and the Code, which are applicable to such Plans. There are no pending or anticipated (by Stockholders or the Company) material claims against or otherwise involving any of the Plans and no suit, action or other employee benefit litigation (excluding claims for benefits incurred in the ordinary course of Plan activities) has been brought against or with respect to any Plan that could reasonably be expected to result in a material liability to the Company. All material contributions, reserves or premium payments to the Plan, accrued to the date hereof have been made or provided for to the extent required by law or U.S. generally accepted accounting principles. The Company has not incurred any liability under Subtitle C or D of Title IV of ERISA with respect to any "single-employer plan," within the meaning of Section 4001(a)(1 5) of ERISA, programcurrently or formerly maintained by the Company, agreement, contract, policy or any entity which is considered one employer with the Company under Section 4001 of ERISA that has not been satisfied in full. The Company has not incurred any withdrawal liability under Subtitle E of Title IV of ERISA with respect to any "multiemployer plan," within the meaning of Section 4001(a)(3) of ERISA that has not been satisfied in full. The Company has made no additional binding arrangement agreements or commitments (whether written or not in writingoral, formal or informal) maintained or contributed to for the benefit of or relating to any current or former employee of the Company that amends or director modifies any Plan. The Company has not engaged in and is not a successor or parent corporation to an entity that has engaged in a transaction that presents a material risk of the Company incurring any liability under ERISA Section 4069. Except as disclosed in the Financial Statements, the Company has no current or projected liability in respect of post- 26 employment or post-retirement welfare benefits for retired or former employees of the Company, any of its Subsidiaries or any other trade or business (whether or not incorporated) which would be treated as a single employer than with the Company or any of its Subsidiaries under respect to benefits provided in accordance with Section 414 498GB of the Code (an “or Tide I, Subtitle B, Part VI of ERISA Affiliate”), or with respect to which other applicable law. No material tax under Section 49803 of the Code has been incurred by the Company or any of its Subsidiaries has any current material Liability. With respect to each Employee Plan, other than an Employee Plan that is maintained in any non-U.S. jurisdiction primarily for the benefit of persons substantially all of whom are non-resident aliens (the “International Employee Plans”), to the extent applicable the Company has made available to Parent complete and accurate copies of (A) the most recent annual report on Form 5500 required to have been filed with the IRS for each Employee Plan, including all schedules thereto; (B) the most recent determination letter, if any, from the IRS for any Employee Plan that is intended to qualify under Section 401(a) of the Code; (C) the current plan documents and summary plan descriptions, or a written description of the terms of any material Employee Plan that is not in writing; (D) any related trust agreements, insurance contracts, insurance policies or other documents of any funding arrangements; and (E) any notices to or from the IRS or any office or representative of the DOL or any similar Governmental Authority relating to any compliance issues in respect of any such Employee Plan. With respect to each material International Employee Plan, to the extent applicable, the Company has made available to Parent (x) the most recent annual report or similar compliance documents required to be filed with any Governmental Authority with respect to such plan (y) the plan documents or a written description of the terms of any International Employee Plan that is not a group health plan, as defined in writing and (z) any document comparable to the determination letter reference under clause (BSection 5000(b)(l) of the prior sentence issued Code that has not been satisfied in full. The transactions contemplated by this Agreement shall not, by themselves, result in, and are not a Governmental Authority relating to the satisfaction pre-condition to, an increase in or acceleration of Law necessary to obtain the most favorable tax treatmentbenefit payments or vesting in Plan benefits.

Employee Plans. (a) Section 4.18(a2.12(a) of the Company Disclosure Letter sets forth Schedule contains a true and complete and accurate list of each material Employee Plan. For purposes of this Agreement, “Employee Plan” means each (i) “all employee benefit plan” plans (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)), whether and any other material pension plans or not subject to ERISA and employee benefit agreements, arrangements, programs or payroll practices (ii) including severance pay, other employmenttermination benefits or compensation, bonusvacation pay, salary, company awards, stock option, stock purchase or other equity-basedpurchase, benefit, incentive compensation, profit sharing, savings, retirement (including early retirement and supplemental retirement), salary continuation for disability, insurancesick leave, vacation, incentiveretirement, deferred compensation, supplemental retirement (including termination indemnities and seniority payments), severance, termination, retention, change of control and other similar fringe, welfare bonus or other employee benefit planincentive compensation, programstock purchase arrangements or policies, agreementhospitalization, contractmedical insurance and life insurance) whether funded or unfunded, policy written or binding arrangement (oral, qualified or nonqualified, whether or not tax-qualified or subject to ERISA, in writing) maintained or each case which is sponsored, maintained, contributed to or entered into by QBT for the benefit of any present or relating former employee or consultant of QBT (together, the “Company Employee Plans”). (b) Buyer has been provided with accurate, current, and complete copies of each material Company Employee Plan and related material plan documents (including, to the extent applicable, trust documents, insurance policies or contracts, employee booklets, summary plan descriptions, summary of material modifications, prospectuses and other authorizing documents), or where the Company Employee Plans have not been reduced to writing, a written summary of all Company Employee Plan terms, and have, to the extent applicable, made available copies of the Form 5500 reports (including all applicable schedules) filed for the last plan year. Any Company Employee Plan intended to be qualified under Section 401(a) of the Code is the subject of a favorable and current determination letter from the IRS. Buyer has been provided with the most recent IRS determination, notification, advisory, or opinion letter, if any, issued with respect to each such Company Employee Plan, and, nothing has occurred since the issuance of each such letter that could reasonably be expected to cause the loss of the tax-qualified status of any Company Employee Plan subject to Section 401(a) of the Code. (c) None of the Company Employee Plans promises or provides retiree medical or other retiree welfare benefits to any Person, except as required by Law. There has been no non-exempt “prohibited transaction,” as such term is defined in Section 406 of ERISA and Section 4975 of the Code, with respect to any Company Employee Plan. Each Company Employee Plan has been administered in accordance with its terms and in compliance with the requirements prescribed by any and all applicable statutes, rules and regulations (including ERISA and the Code), except as would not have a Company Material Adverse Effect, and all reporting requirements have been satisfied. All contributions required to be made by any Company to any Company Employee Plan have been made on or before their due dates. No suit, administrative proceeding, action or other litigation has been brought or is pending, or, to the Seller’s Knowledge, is threatened, against or with respect to any such Company Employee Plan, including any audit or inquiry by the IRS, United States Department of Labor, or any other Governmental Entity, other than requests for payments in the ordinary course or requests for qualified domestic relations orders. (d) Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby, by themselves or in conjunction with any other agreements of QBT in effect to Closing will (i) entitle any current or former employee or director other service provider of the Company, any of its Subsidiaries QBT to severance benefits or any other trade payment by QBT, except as expressly provided in this Agreement or business in Section 2.12(d) of the Disclosure Schedule, (whether ii) increase any benefits otherwise payable by QBT or (iii) accelerate the time of payment or vesting of any benefit, or increase the amount of compensation due any such employee or service provider by QBT, except as provided in this Agreement or in Section 2.12(d) of the Disclosure Schedule. (e) Each Company Employee Plan can be amended, terminated or otherwise discontinued after the Closing in accordance with its terms, without material liabilities to Buyer. (f) QBT does not incorporatedmaintain, sponsor, participate in or contribute to, nor has it ever maintained, established, sponsored, participated in, or contributed to, any pension plan (within the meaning of Section 3(2) of ERISA) which would be treated as a single employer with the Company is subject to Section 302 of ERISA, Title IV of ERISA or any of its Subsidiaries under Section 414 412 of the Code Code. (an g) QBT is not a party to, nor has it made any contribution to or otherwise incurred any obligation to contribute to, any “ERISA Affiliate”), multiemployer plan” as defined in Section 3(37) of ERISA. (h) QBT is not obligated to make reimbursement or with gross-up payments to any Person in respect to which the of excess parachute payments. (i) Each Company or any of its Subsidiaries has any current material Liability. With respect to each Employee Plan, other than an Employee Plan that is maintained a “nonqualified deferred compensation plan” (as defined in any non-U.S. jurisdiction primarily for the benefit of persons substantially all of whom are non-resident aliens (the “International Employee Plans”), to the extent applicable the Company has made available to Parent complete and accurate copies of (A) the most recent annual report on Form 5500 required to have been filed with the IRS for each Employee Plan, including all schedules thereto; (B) the most recent determination letter, if any, from the IRS for any Employee Plan that is intended to qualify under Section 401(a) 409A of the Code; (C) that is subject to Section 409A of the current plan documents Code has been operated in compliance with Section 409A of the Code and summary plan descriptionsapplicable IRS guidance. QBT does not have any obligation to gross up, indemnify, or a written description otherwise reimburse any individual for any excise taxes, interest, or penalties incurred pursuant to Section 409A of the terms of any material Employee Plan that is not in writing; (D) any related trust agreements, insurance contracts, insurance policies or other documents of any funding arrangements; and (E) any notices to or from the IRS or any office or representative of the DOL or any similar Governmental Authority relating to any compliance issues in respect of any such Employee Plan. With respect to each material International Employee Plan, to the extent applicable, the Company has made available to Parent (x) the most recent annual report or similar compliance documents required to be filed with any Governmental Authority with respect to such plan (y) the plan documents or a written description of the terms of any International Employee Plan that is not in writing and (z) any document comparable to the determination letter reference under clause (B) of the prior sentence issued by a Governmental Authority relating to the satisfaction of Law necessary to obtain the most favorable tax treatmentCode.

Employee Plans. Except as would not have a Seller Material Adverse Effect: (a) Section 4.18(a) Each of the Company Disclosure Letter sets forth a complete Seller and accurate list its Subsidiaries has, with respect to each Plan (as defined below), complied and each Plan has been administered with all applicable provisions of ERISA and the Code and in compliance with all of the provisions of each material Employee Plan. For purposes plan, program, arrangement, agreement or commitment sponsored or maintained by or on behalf of this Agreementthe Seller, “Employee Plan” means any of its Subsidiaries or any ERISA Affiliate, which is a pension, profit sharing, savings, thrift or other retirement plan, deferred compensation, stock purchase, stock option, performance share, bonus or other incentive plan, severance pay plan, policy or procedure, life, health, disability or accident insurance plan (including, without limitation, each (i) “"employee benefit plan” (" as defined in Section 3(3) of ERISA), whether ERISA or not subject to ERISA and (ii) other employment, bonus, stock option, stock purchase or other equity-based, benefit, incentive compensation, profit sharing, savings, retirement (including early retirement and supplemental retirement), disability, insurance, vacation, incentive, deferred compensation, supplemental retirement (including termination indemnities and seniority payments), severance, termination, retention, change of control and other similar fringe, welfare or any other employee benefit plan, program, agreementarrangement, contractagreement or commitment, policy or binding arrangement (whether or not in writingwritten) maintained or contributed and which provides benefits to for the benefit of or relating to any current or former employee or director employees of the Company, any of its Subsidiaries or any other trade or business (whether or not incorporated) which would be treated as a single employer with the Company Seller or any of its Subsidiaries under (all of the foregoing being hereinafter referred to individually as a "Plan" and collectively as the "Plans"). The Seller, each of its Subsidiaries and each ERISA Affiliate has made all required contributions to each such plan. (b) No such Plan is or has at any time been subject to Title IV of ERISA and no such Plan is or has at any time been a "multiemployer plan" with the meaning of section 3(37) of ERISA or section 4001(a)(3) of ERISA. (c) Each Plan which is an "employee welfare benefit plan" within the meaning of Section 414 3(l) of ERISA and which is a group health plan within the meaning of Section 4980B of the Code (an “ERISA Affiliate”), or with respect to which the Company or any of its Subsidiaries is and at all times has any current material Liability. With respect to each Employee Plan, other than an Employee Plan that is maintained been in any non-U.S. jurisdiction primarily for the benefit of persons substantially all of whom are non-resident aliens (the “International Employee Plans”), to the extent applicable the Company has made available to Parent complete and accurate copies of (A) the most recent annual report on Form 5500 required to have been filed compliance with the IRS for each Employee Plan, including all schedules thereto; applicable requirements of Section 4980B of the Code and Sections 601 through 608 of ▇▇▇▇▇. (B▇) ▇▇▇▇ of the most recent determination letter, if any, from Plans has been notified in writing that it is under investigation or audit (which investigation or audit is continuing as of the IRS for any Employee date hereof) by either the United States Department of Labor or the Internal Revenue Service. (e) Each Plan that which is intended to qualify under Section 401(a) 401 of the Code; (C) the current plan documents and summary plan descriptions, or Code has received a written description of the terms of any material Employee Plan that is not in writing; (D) any related trust agreements, insurance contracts, insurance policies or other documents of any funding arrangements; and (E) any notices to or favorable determination letter from the IRS or any office or representative of the DOL or any similar Governmental Authority relating to any compliance issues in respect of any such Employee Plan. With respect to each material International Employee Plan, to the extent applicable, the Company has made available to Parent (x) the most recent annual report or similar compliance documents required to be filed with any Governmental Authority Internal Revenue Service with respect to such plan (y) qualification or is entitled to rely on such a letter under the plan documents or provisions of a written description Standardized Adoption Agreement with respect to such Plan, and, to the knowledge of the terms of any International Employee Plan Seller, nothing has occurred that has or, the Seller believes, is not in writing and (z) any document comparable likely to the determination letter reference under clause (B) of the prior sentence issued by a Governmental Authority relating to the satisfaction of Law necessary to obtain the most favorable tax treatmentaffect adversely such qualification or exemption.

Employee Plans. (a) Section 4.18(a) of the Company Disclosure Letter sets forth a complete and accurate list of Schedule 13 identifies each material Employee Plan. For purposes of this Agreementretirement, “Employee Plan” means each (i) “employee benefit plan” (as defined in Section 3(3) of ERISA), whether or not subject to ERISA and (ii) other employmentpension, bonus, stock option, stock purchase or other equity-based, benefit, incentive compensationpurchase, profit sharing, savings, retirement (including early retirement and supplemental retirement), disability, insurance, vacation, incentivestock option, deferred compensation, supplemental retirement (including severance or termination indemnities and seniority payments)pay, severanceinsurance, terminationmedical, retentionhospital, change of control and dental, vision care, drug, sick leave, disability, salary continuation, legal benefits, unemployment benefits, vacation, incentive or other similar fringe, welfare compensation plan or arrangement or other employee benefit planwhich is maintained, program, agreement, contract, policy or binding arrangement (whether or not in writing) maintained or otherwise contributed to or required to be contributed to, by the Vendor relating to the Purchased Business or the Purchased Assets for the benefit of or relating to any current Employees or former employee or director employees of the Company, any Vendor (the "Employee Plans") (b) A true and complete copy of each Employee Plan has been furnished to the Purchaser. (c) Each Employee Plan has been maintained in compliance with its Subsidiaries or any other trade or business (whether or not incorporated) which would be treated as a single employer terms and with the Company or requirements prescribed by any of its Subsidiaries under Section 414 of the Code Laws that are applicable to such Employee Plan. (an “ERISA Affiliate”)d) Except as described in Schedule 13: (i) all contributions to, or with respect to which the Company or any of its Subsidiaries has any current material Liability. With respect to and payments from, each Employee Plan, other than an Employee Plan that is maintained in any non-U.S. jurisdiction primarily for the benefit of persons substantially all of whom are non-resident aliens (the “International Employee Plans”), to the extent applicable the Company has made available to Parent complete and accurate copies of (A) the most recent annual report on Form 5500 which may have been required to have been filed be made in accordance with the IRS for each Employee Plan, including all schedules thereto; (B) the most recent determination letter, if any, from the IRS for any Employee Plan that is intended to qualify under Section 401(a) of the Code; (C) the current plan documents and summary plan descriptions, or a written description of the terms of any material Employee Plan that is not in writing; (D) any related trust agreements, insurance contracts, insurance policies or other documents of any funding arrangements; and (E) any notices to or from the IRS or any office or representative of the DOL or any similar Governmental Authority relating to any compliance issues in respect of any such Employee Plan. With respect to each material International , or with the recommendation of the actuary for such Employee Plan, to the extent and, where applicable, the Company has Laws of the jurisdictions which govern such Employee Plan, have been made available in a timely manner; (ii) all material reports, returns and similar documents (including applications for approval of contributions) with respect to Parent (x) the most recent annual report or similar compliance documents any Employee Plan required to be filed with any Governmental Authority or distributed to any Employee Plan participant have been duly filed in a timely manner or distributed; (iii) there are no pending investigations by any Governmental Authority involving or relating to any Employee Plan, no threatened or pending claims (except for claims for benefits payable in the normal operation of the Employee Plans), suits or proceedings against any Employee Plan or asserting any rights or claims to benefits under any Employee Plan which could give rise to a liability nor, to the Knowledge of the Vendor, are there any facts that could give rise to any liability in the event of such investigation, claim, suit or proceeding; (iv) no notice has been received by the Vendor of any complaints or other proceedings of any kind involving the Vendor or, to the Knowledge of the Vendor, any of the Employees before any Governmental Authority, pension board or committee relating to any Employee Plan or to the Purchased Business or the Purchased Assets; and (v) if applicable, the assets of each Employee Plan are at least equal to the liabilities of such Employee Plan based on the actuarial assumptions utilized in the most recent valuation performed by the actuary for such Employee Plan, and neither the Purchaser nor any of its Associates or Affiliates will incur any liability with respect to such plan (y) the plan documents or any Employee Plan as a written description result of the terms of any International Employee Plan that is not in writing and (z) any document comparable to the determination letter reference under clause (B) of the prior sentence issued transactions contemplated by a Governmental Authority relating to the satisfaction of Law necessary to obtain the most favorable tax treatmentthis Agreement.

Employee Plans. (a) Section 4.18(a) Buyer is not assuming any of the Company Disclosure Letter sets forth a complete and accurate list Employee Plans of each material -------------- Seller. Without limiting the foregoing, Buyer shall have no liability whatsoever to employees of Seller with respect to accrued or future benefits under any such Employee Plan. For purposes of this Agreement, “Employee Plan” means each (i) “employee benefit plan” (as defined in Section 3(3) of ERISA)Plans, whether or not subject any of such employees accept employment by or become employees of Buyer. For the purposes of only this Section 8.2, the term "Seller" also includes any controlled group (within the meaning of Section 414(b) of the Internal Revenue Code of 1986, as amended ("IRC")) of which Seller or any of its Subsidiaries is a member, all trades or businesses under common control (within the meaning of IRC Section 414(c)) of which Seller is a member and all affiliated service groups (within the meaning of IRC Section 414(m)) of which Seller is a member. The term "Employee Plan" shall mean all present and prior (including terminated and transferred) plans, programs, agreements, arrangements and methods of contributions or compensation (including all amendments to ERISA and (iicomponents of the same, such as a trust with respect to a plan) providing any remuneration or benefits, other employment, bonus, stock option, stock purchase or other equity-based, benefit, incentive than current cash compensation, profit sharing, savings, retirement (including early retirement and supplemental retirement), disability, insurance, vacation, incentive, deferred compensation, supplemental retirement (including termination indemnities and seniority payments), severance, termination, retention, change of control and other similar fringe, welfare or other employee benefit plan, program, agreement, contract, policy or binding arrangement (whether or not in writing) maintained or contributed to for the benefit of or relating to any current or former employee of Seller or director of the Company, any of its Subsidiaries or to any other trade or business (person who provides services to Seller, whether or not incorporated) which would be treated such plan or plans, programs, agreements, arrangements and methods of contribution or compensation are subject to Employee Retirement Income Security Act of 1974, as a single employer with the Company or any of its Subsidiaries under Section 414 of the Code amended (an “ERISA Affiliate”"ERISA"), and whether or with respect to which not such plan or plans, programs, agreements, arrangements and methods of contribution or compensation are qualified under the Company IRC, including, without limitation, pension, retirement, profit sharing, percentage compensation, stock purchase, stock option, bonus and non-qualified deferred compensation plans, disability plans, medical plans, dental plans, workers compensation, health insurance, life insurance or any of its Subsidiaries has any current material Liabilityother death benefits, incentive, severance plans, vacation benefits and fringe benefits. With respect to each The term "Employee Plan, other than an Employee Plan " also includes any employee plan that is maintained a multi-employer plan as defined in any non-U.S. jurisdiction primarily for Section 3(37) of ERISA. Notwithstanding the benefit of persons substantially all of whom are non-resident aliens (foregoing, the “International Employee Plans”), to the extent applicable the Company has made available to Parent complete and accurate copies of (A) the most recent annual report on Form 5500 required to have been filed with the IRS for each term "Employee Plan, including all schedules thereto; " shall not include (B) and Buyer shall assume at the most recent determination letter, if any, from the IRS for any Employee Plan that is intended to qualify under Section 401(a) of the Code; (C) the current plan documents and summary plan descriptions, or a written description of the terms of any material Employee Plan that is not in writing; (DClosing) any related trust agreements, insurance contracts, insurance policies accrued vacation or other documents of any funding arrangements; and (E) any notices sick leave transferred to or from the IRS or any office or representative of the DOL or any similar Governmental Authority relating Buyer pursuant to any compliance issues in respect of any such Employee Plan. With respect to each material International Employee Plan, to the extent applicable, the Company has made available to Parent (x) the most recent annual report or similar compliance documents required to be filed with any Governmental Authority with respect to such plan (y) the plan documents or a written description of the terms of any International Employee Plan that is not in writing and (z) any document comparable to the determination letter reference under clause (B) of the prior sentence issued by a Governmental Authority relating to the satisfaction of Law necessary to obtain the most favorable tax treatmentSection 8.1 above.

Employee Plans. (ai) Section 4.18(a3.1(gg)(i) of the Company Disclosure Letter sets forth a complete lists and accurate list of each describes all material Employee PlanPlans. For purposes The Purchased Companies have furnished to the Purchaser true, correct and complete copies of such Employee Plans, most recent summary plan descriptions, the most recent actuarial reports, most recent financial statements and asset statements, all material IRS determination or opinion letters (if applicable), and all material correspondence with any Governmental Entities or other relevant Persons (including in respect of any pending action, investigation, examination or claim relating to Elite or any Purchased Company) within the past three years. No changes or events have occurred or are reasonably expected to occur which would adversely affect the information contained in the actuarial reports, financial statements or asset statements required to be provided to the Purchaser pursuant to this Agreementprovision. (ii) The Purchased Companies do not maintain, “sponsor, or contribute to, are not required to contribute to, and do not have any liabilities under or with respect to, and no Employee Plan” means each Plan is: (i) a Multiemployer Plan, (ii) a “employee defined benefit plan” (as such term is defined in Section 3(33(35) of ERISA) or a plan that is or was subject to Title IV of ERISA or Section 412 of the Code, (iii) a “multiple employer plan” (within the meaning of Section 210 of ERISA or Section 413(c) of the Code), or (iv) a “multiple employer welfare arrangement” (as such term is defined in Section 3(40) of ERISA). Except as set forth on Section 3.1(gg)(ii) of the Disclosure Letter, whether or the Purchased Companies do not subject have and no Employee Plan provides any liabilities with respect to ERISA and (ii) other employment, bonus, stock option, stock purchase the provision of health or other equity-based, benefit, incentive compensation, profit sharing, savings, retirement (including early retirement and supplemental retirement), disability, insurance, vacation, incentive, deferred compensation, supplemental retirement (including termination indemnities and seniority payments), severance, termination, retention, change of control and other similar fringe, welfare benefits to former employees or other employee benefit planterminated service providers of any of the Purchased Companies or any other Person other than health continuation coverage pursuant to COBRA for which the recipient pays the full premium cost. The Purchased Companies have complied in all material respects, programand are in material compliance with, agreementthe requirements of COBRA. (iii) All Employee Plans have been established, contractadministered and operated, policy or binding arrangement (whether or not in writing) maintained or contributed to for all material respects, in accordance with all Laws. To the benefit knowledge of or relating to any current or former employee or director of the Sellers, neither the Company, nor any of its Subsidiaries agents or delegates, has breached any other trade or business (whether or not incorporated) which would be treated as a single employer with the Company or any of its Subsidiaries under Section 414 of the Code (an “ERISA Affiliate”), or fiduciary obligation with respect to which the Company administration or investment of any of its Subsidiaries has any current material Liability. With respect to each Employee Plan, other than an Employee Plan that is maintained in any non-U.S. jurisdiction primarily for the benefit of persons substantially all of whom are non-resident aliens (the “International Employee Plans”), to the extent applicable the Company has made available to Parent complete and accurate copies of (A) the most recent annual report on Form 5500 required to have been filed with the IRS for each Employee Plan, including all schedules thereto; (B) the most recent determination letter, if any, from the IRS for any . Each Employee Plan that is intended to qualify be qualified under Section 401(a) of the Code; (C) Code has received a favorable determination letter from the current plan documents and summary plan descriptionsInternal Revenue Service or is a pre-approved plan, or the sponsor of which was received a written description favorable opinion letter from the Internal Revenue Service on the form of the terms of any material such Employee Plan that such form of plan is not in writing; (D) any related trust agreementsso qualified and, insurance contracts, insurance policies or other documents of any funding arrangements; and (E) any notices to or from the IRS or any office or representative knowledge of the DOL Sellers, there are no facts or any similar Governmental Authority relating circumstances that are reasonably expected to any compliance issues in respect adversely affect the qualification of any such Employee Plan. With No Proceeding with respect to any Employee Plan (other than routine claims for benefits) is pending or, to the knowledge of the Sellers, threatened. (iv) Each Purchased Company with an Employee Plan has made all contributions and paid all premiums in respect of each material International Employee Plan in a timely fashion in accordance with the terms of each Employee Plan and applicable Laws. Each Purchased Company has paid all contributions and premiums required to be made for the period up to the Closing Date or has properly accrued such amounts in the Books and Records. (v) None of the Employee Plans provide for retiree benefits or for benefits to retired employees or to the beneficiaries or dependents of retired employees except as may be required by COBRA or other applicable state Laws. (vi) Subject to the requirements of applicable Laws, no provision of any Employee Plan or of any agreement, and no act or omission of any Purchased Company, in any way limits, impairs, modifies or otherwise affects the right of such Purchased Company to unilaterally amend or terminate any Employee Plan, and no commitments to improve or otherwise amend any Employee Plan have been made. (vii) Except as set forth on Section 3.1(gg)(vii) of the extent applicableDisclosure Letter, the execution and delivery of, and performance by the Seller of, this Agreement and the consummation of the transactions contemplated by it will not (i) accelerate the time of payment or vesting under any Employee Plan, other than as required by Laws in connection with the termination of such Employee Plans as contemplated by this Agreement and the consummation of the transactions contemplated hereunder, (ii) result in an obligation to fund (through a trust or otherwise) any compensation or benefits under any Employee Plan, (iii) increase any amount payable under any Employee Plan or (iv) result in the acceleration of any other material obligation pursuant to any Employee Plan. (viii) Only current or former employees, directors or consultants (or any spouses, dependents, survivors or beneficiaries of any such current or former employees, directors or consultants) of a Purchased Company are entitled to participate in the Employee Plans and no entity other than such Purchased Company is a participating employer under any Employee Plan. (ix) None of the Purchased Companies is party to any agreement, contract, arrangement or plan that has made available resulted or could result, separately or in the aggregate, in the payment of any “excess parachute payment” within the meaning of Code Section 280G (or any corresponding provision of state, local or non-U.S. Tax law) in connection with the Agreement. None of the Purchased Companies has any obligation to Parent (x) the most recent annual report gross-up, indemnify or similar compliance documents required to be filed with otherwise reimburse any Governmental Authority individual with respect to such plan (y) the plan documents any Taxes, including those imposed under Sections 4999 or a written description 409A of the terms of any International Employee Plan that is not in writing and (z) any document comparable to the determination letter reference under clause (B) of the prior sentence issued by a Governmental Authority relating to the satisfaction of Law necessary to obtain the most favorable tax treatmentCode.