Common use of Employees and Employee Benefit Plans Clause in Contracts

Employees and Employee Benefit Plans. (a) Section 4.18(a) of the Company Disclosure Schedule sets forth a true and complete list as of the date of this Agreement of each material Company Employee Plan and each Company Employee Plan that is subject to ERISA. For each material Company Employee Plan and each Company Employee Plan that is subject to ERISA, the Company has made available to Parent a copy of such plan (or a description, if such plan is not written) and all amendments thereto and material written interpretations thereof, together with a copy of (if applicable) (i) each trust, insurance or other funding arrangement, (ii) each summary plan description and summary of material modifications, (iii) the most recently filed Internal Revenue Service Forms 5500, (iv) the most recent favorable determination or opinion letter from the Internal Revenue Service, (v) the most recently prepared actuarial reports and financial statements in connection with each such Company Employee Plan, and (vi) all documents and correspondence relating thereto received from or provided to the Department of Labor, the PBGC, the Internal Revenue Service or any other Governmental Authority during the past year. (b) Neither the Company nor any of its ERISA Affiliates (nor any predecessor of any such entity) sponsors, maintains, administers or contributes to (or has any obligation to contribute to), or has, during the last six years, sponsored, maintained, administered or contributed to (or had any obligation to contribute to), any plan subject to Title IV of ERISA, including any multiemployer plan, as defined in Section 3(37) of ERISA. (c) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Company Employee Plan that is intended to be qualified under Section 401(a) of the Code has received a favorable determination or opinion letter from the Internal Revenue Service or has applied to the Internal Revenue Service for such a letter within the applicable remedial amendment period or such period has not expired and, to the knowledge of the Company, no circumstances exist that would reasonably be expected to result in any such letter being revoked or not being reissued or a penalty under the Internal Revenue Service Closing Agreement Program if discovered during an Internal Revenue Service audit or investigation. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each trust created under any such Company Employee Plan is exempt from tax under Section 501(a) of the Code and has been so exempt since its creation. (d) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Company Employee Plan has been maintained in compliance with its terms and all Applicable Law, including ERISA and the Code. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, no claim (other than routine claims for benefits), action, suit, investigation or proceeding (including an audit) is pending against or involves or, to the Company’s knowledge, is threatened against or reasonably expected to involve, any Company Employee Plan before any Governmental Authority, including the Internal Revenue Service, the Department of Labor or the PBGC. (e) Except as provided under this Agreement or pursuant to Applicable Law, with respect to each director, officer, or employee (including each former director, officer, or employee) of the Company or any of its Subsidiaries, the consummation of the transactions contemplated by this Agreement will not, either alone or together with any other event: (i) entitle any such individual to any payment or benefit, including any bonus, retention, severance, retirement or job security payment or benefit, (ii) accelerate the time of payment or vesting or trigger any payment or funding (through a grantor trust or otherwise) of compensation or benefits under, or increase the amount payable or trigger any other obligation under, any Company Employee Plan, (iii) contractually limit or restrict the right of the Company or any of its Subsidiaries or, after the Closing, Parent to merge, amend or terminate any Company Employee Plan or (iv) result in the payment of any “excess parachute payment” (as defined in Section 280G(b)(1) of the Code). (f) Neither the Company nor any of its Subsidiaries has any current or projected liability for, and no Company Employee Plan provides or promises, any post-employment or post-retirement medical, dental, disability, hospitalization, life or similar benefits (whether insured or self-insured) to any director, officer, or employee (including any former director, officer, or employee) of the Company or any of its Subsidiaries (other than coverage mandated by Applicable Law). (g) Neither the Company nor any of its Subsidiaries has any obligation to gross-up, indemnify or otherwise reimburse any Person for any Tax incurred by such Person under Section 409A or 4999 of the Code. (h) With respect to any Company Employee Plan for the benefit of Company employees or dependents thereof who perform services or who are employed outside of the United States (a “Non-U.S. Plan”), except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect: (i) if required to have been approved by any non-U.S. Governmental Authority (or permitted to have been approved to obtain any beneficial Tax or other status), such Non-U.S. Plan has been so approved or timely submitted for approval; no such approval has been revoked (nor, to the knowledge of the Company, has revocation been threatened) and no event has occurred since the date of the most recent approval or application therefor that is reasonably likely to affect any such approval or increase the costs relating thereto; (ii) if intended to be funded and/or book reserved, such Non-U.S. Plan is fully funded and/or book reserved, as appropriate, based upon reasonable actuarial assumptions; (iii) no material liability exists or reasonably could be imposed upon the assets of the Company or any of its Subsidiaries by reason of such Non-U.S. Plan; and (iv) the financial statements of such Non-U.S. Plan (if any) accurately reflect such Non-U.S. Plan’s liabilities. (i) On or prior to the date hereof, the Company has made available to Parent a list of each Company Equity Award outstanding as of December 9, 2020 that includes (A) the number of shares of Company Common Stock underlying such Company Equity Award (assuming achievement of the applicable performance goals at the target level in the case of any such Company Equity Award that is a Company PSU Award), (B) the exercise price of each such Company Equity Award that is a Company Stock Option, and (C) the vesting schedule of each such Company Equity Award that is unvested as of December 9, 2020.

Employees and Employee Benefit Plans. (a) Section 4.18(a) 4.16 of the Company Disclosure Schedule sets forth contains a true correct and complete list identifying each “employee benefit plan,” as defined in Section 3(3) of ERISA, each employment, severance or similar Contract, plan or policy and each other plan or arrangement (written or oral) providing for compensation, bonuses, profit-sharing, stock option or other stock related rights or other forms of incentive or deferred compensation, vacation benefits, insurance (including any self-insured arrangements), health or medical benefits, employee assistance program, disability or sick leave benefits, workers’ compensation, supplemental unemployment benefits, severance benefits and post-employment or retirement benefits (including compensation, pension, health, medical or life insurance benefits) or other form of benefits which is maintained, administered or contributed to by the Company or any ERISA Affiliate of the Company and covers any employee, director or former employee or director of the Company or any of its Subsidiaries, or with respect to which the Company or any of its Subsidiaries has any liability. Copies of such plans (and, if applicable, related trust or funding agreements or insurance policies) and all amendments thereto and written interpretations thereof have been furnished to Parent together with the most recent annual report (Form 5500 including, if applicable, Schedule B thereto) prepared in connection with any such plan or trust. Such plans are referred to collectively herein as the “Employee Plans.” (b) With respect to each Employee Plan which is subject to the provisions of Title IV of ERISA in which the Company participates or has participated, (i) no accumulated funding deficiency, if applicable, within the meaning of ERISA Section 302 or Code Section 412 has been incurred, whether or not waived; (ii) the Company does not have any liability (A) for any lien imposed under ERISA Section 302(f) or Code Section 412(n), (B) for any interest payments required under ERISA Section 302 (e) or Code Section 412(m), (C) for any excise tax imposed by Code Sections 4971, 4972, or 4979, or (D) for any minimum funding contributions under ERISA Section 302(c)(11) or Code Section 412(c)(11); (iii) the Company has not withdrawn from any such Employee Plan during a plan year in which it was a “substantial employer” (as defined in ERISA Section 4001(a)(2)); (iv) the PBGC has not instituted proceedings or threatened to institute proceedings to terminate any such Employee Plan; (v) no other event or condition has occurred that might constitute grounds under ERISA Section 4042 for the termination of, or the appointment of a trustee to administer, any such Employee Plan; (vi) all required premium payments to the PBGC have been paid when due; (vii) no “reportable event” (as described in ERISA Section 4043 and the regulations thereunder) has occurred or will occur by virtue of the consummation of the transaction contemplated by this Agreement except for a reportable event for which the notice requirement has been waived by the PBGC; and (viii) the present value of all “benefit liabilities” (whether or not vested) (as defined in ERISA Section 4001(a)(16)) under each such Employee Plan did not exceed as of the date of this Agreement of each material Company most recent Employee Plan and each Company actuarial valuation date, the then current value of the assets of such Employee Plan that is subject as determined pursuant to ERISACode Section 412. For each material Company purposes of determining the present value of benefit liabilities under any such Employee Plan, the actuarial assumptions and methods used under such Employee Plan and each Company for the most recent Employee Plan that is subject to ERISAactuarial valuation shall be used. (c) Within the last six (6) years, the Company has not made any contributions to any multiemployer plan (as defined in ERISA Section 3(37) or 4001(a)(3)), the Company has not been a member of a controlled group which contributed to any such plan, and the Company has not been under common control with an employer which contributed to any such plan. (d) Each Employee Plan which is intended to be qualified under Section 401(a) of the Code has received a favorable determination letter that it is so qualified, or has pending or has time remaining in which to file, an application for such determination from the Internal Revenue Service, and the Company is not aware of any reason why any such determination letter should be revoked or not be reissued. The Company has made available to Parent a copy prior to date of such plan (or a description, if such plan is not written) and all amendments thereto and material written interpretations thereof, together with a copy this Agreement copies of (if applicable) (i) each trust, insurance or other funding arrangement, (ii) each summary plan description and summary of material modifications, (iii) the most recently filed recent Internal Revenue Service Forms 5500, (iv) the most recent favorable determination or opinion letter from the Internal Revenue Service, (v) the most recently prepared actuarial reports and financial statements in connection letters with respect to each such Company Employee Plan. To the knowledge of the Company, each Employee Plan has been maintained in substantial compliance with its terms and with the requirements prescribed by any and all statutes, orders, rules and regulations, including ERISA and the Code, which are applicable to such Employee Plan, and (vi) all documents and correspondence relating thereto received from except for failures to comply or provided to the Department of Labor, the PBGC, the Internal Revenue Service or any other Governmental Authority during the past year. (b) Neither the Company nor any of its ERISA Affiliates (nor any predecessor of any such entity) sponsors, maintains, administers or contributes to (or has any obligation to contribute to), or has, during the last six years, sponsored, maintained, administered or contributed to (or had any obligation to contribute to), any plan subject to Title IV of ERISA, including any multiemployer plan, as defined in Section 3(37) of ERISA. (c) Except as has violations that have not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Company Employee Plan that is intended to be qualified under Section 401(a) of Effect on the Code has received a favorable determination or opinion letter from the Internal Revenue Service or has applied to the Internal Revenue Service for such a letter within the applicable remedial amendment period or such period has not expired and, to Company. To the knowledge of the Company, no circumstances exist events have occurred with respect to any Employee Plan that would reasonably be expected to could result in payment or assessment by or against the Company of any such letter being revoked excise taxes under Sections 4972, 4975, 4976, 4977, 4979, 4980B, 4980D, 4980E or not being reissued 5000 of the Code, except for failures to comply or a penalty under the Internal Revenue Service Closing Agreement Program if discovered during an Internal Revenue Service audit or investigation. Except as has violations that have not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each trust created under any such Company Effect on the Company. Each Employee Plan is exempt from tax under which provides “nonqualified deferred compensation” as defined in Code Section 501(a) of the Code and 409A has been so exempt operated since its creation. (d) Except as has January 1, 2005, in reasonable good faith compliance with the requirements of Code Section 409A. All contributions to the Employee Plans have been made on a timely basis in accordance with ERISA and the Code, except for failures to comply or violations that have not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Company Employee Plan has been maintained in compliance with its terms and all Applicable Law, including ERISA and the Code. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, no claim (other than routine claims for benefits), action, suit, investigation or proceeding (including an audit) is pending against or involves or, to Effect on the Company’s knowledge, is threatened against or reasonably expected to involve, any Company Employee Plan before any Governmental Authority, including the Internal Revenue Service, the Department of Labor or the PBGC. (e) Except as provided under this Agreement or pursuant to Applicable Law, with respect to each directoragreements, officer, arrangements or employee (including each former director, officer, or employeeother instruments listed on Section 4.16(e) of the Company or any of its SubsidiariesDisclosure Schedule, the consummation of the transactions contemplated by this Agreement will not, either alone or together with any other event: (i) entitle any such individual person to any payment or benefitseverance pay, including any bonus, retention, severancebonus amounts, retirement or benefits, job security payment benefits or benefitsimilar benefits, (ii) trigger or accelerate the time of payment or vesting or trigger any payment or funding (through a grantor trust or otherwise) of any compensation or benefits under, or increase the amount payable or trigger to any other obligation under, any Company Employee Plansuch person, (iii) contractually limit accelerate the vesting of any compensation or restrict benefits of any such person (including any stock options or other equity-based awards, any incentive compensation or any deferred compensation entitlement) or (iv) trigger any other material obligation to any such person. Except with respect to agreements, arrangements or other instruments listed on Section 4.16(e) of the right Company Disclosure Schedule, there is no Contract or plan (written or otherwise) covering any employee or former employee of the Company or any of its Subsidiaries orthat, after the Closingindividually or collectively, Parent could give rise to merge, amend or terminate any Company Employee Plan or (iv) result in the payment of any “excess parachute payment” (as defined in amount that would not be deductible pursuant to the terms of Section 280G(b)(1280G or 162(m) of the Code. Section 4.16(e) of the Company Disclosure Schedule lists all agreements, arrangements and other instruments which give rise to an obligation to make or set aside amounts payable to or on behalf of the officers of the Company and its Subsidiaries as a result of the transactions contemplated by this Agreement and/or any subsequent employment termination (whether by the Company or the officer), true and complete copies of which have been provided to Parent prior to the date of this Agreement. (f) Neither Except with respect to agreements, arrangements or other instruments listed on Section 4.16(f) of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries has any current or projected liability for, and no Company Employee Plan provides or promises, any post-employment or in respect of post-retirement medicalhealth, dentalmedical or life insurance benefits for retired, disabilityformer or current employees of the Company or its Subsidiaries except as required to avoid excise tax under Section 4980B of the Code. (g) There has been no amendment to, hospitalization, life written interpretation or similar benefits announcement (whether insured or self-insurednot written) to any director, officer, or employee (including any former director, officer, or employee) of by the Company or any of its Subsidiaries (Affiliates relating to, or change in employee participation or coverage under, an Employee Plan which would increase materially the expense of maintaining such Employee Plan above the level of the expense incurred in respect thereof for the fiscal year ended December 30, 2006. Except with respect to agreements, arrangements or other instruments listed on Section 4.16(g) of the Company Disclosure Schedule, no condition exists that would prevent the Company from amending or terminating any Employee Plan without liability, other than coverage mandated by Applicable Law). (g) Neither the Company nor any obligation for ordinary benefits accrued prior to the termination of its Subsidiaries has any obligation to gross-up, indemnify or otherwise reimburse any Person for any Tax incurred by such Person under Section 409A or 4999 of the Codeplan. (h) With There is no action, suit, investigation, audit or proceeding pending against or involving or, to the knowledge of the Company, threatened against or involving, any Employee Plan before any Governmental Authority that has had or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company. (i) The Company and its Subsidiaries have complied with all Applicable Laws relating to labor and employment, including those relating to wages, hours, collective bargaining, unemployment compensation, worker’s compensation, equal employment opportunity, age and disability discrimination, immigration control, employee classification, information privacy and security, payment and withholding of taxes, and continuation coverage with respect to any Company Employee Plan for the benefit of Company employees or dependents thereof who perform services or who are employed outside of the United States (a “Non-U.S. Plan”)group health plans, except as has for failures to comply that have not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse EffectEffect on the Company. (j) Except as set forth in Section 4.16(j) of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries has been a party to or subject to, or is currently negotiating in connection with entering into, any collective bargaining agreement or other labor agreement with any union or labor organization, and there has not been any activity or proceeding of any labor organization or employee group to organize any such employees. In addition: (i) if required to have been approved by there are no unfair labor practice charges or complaints against the Company or any non-U.S. Governmental Authority of its Subsidiaries pending before the National Labor Relations Board; (ii) there are no labor strikes, slowdowns or permitted to have been approved to obtain any beneficial Tax or other status), such Non-U.S. Plan has been so approved or timely submitted for approval; no such approval has been revoked (norstoppages actually pending or, to the knowledge of the Company, has revocation been threatened) and no event has occurred since threatened against or affecting the date Company or any of the most recent approval or application therefor that is reasonably likely to affect any such approval or increase the costs relating thereto; (ii) if intended to be funded and/or book reserved, such Non-U.S. Plan is fully funded and/or book reserved, as appropriate, based upon reasonable actuarial assumptionsits Subsidiaries; (iii) there are no material liability exists representation claims or reasonably could be imposed upon petitions pending before the assets National Labor Relations Board; and (iv) there are no grievances or pending arbitration proceedings against the Company or any of its Subsidiaries that arose out of or under any collective bargaining agreement. (k) Except as set forth on Section 4.16(k) of the Company Disclosure Schedule, since the Balance Sheet Date, neither the Company nor any of its Subsidiaries has effectuated: (i) a “plant closing” (as defined in the WARN Act) affecting any site of employment or one or more facilities or operating units within any site of employment or facility of the Company or any of its Subsidiaries by reason of such Non-U.S. PlanSubsidiaries; and (ivii) the financial statements of such Non-U.S. Plan a “mass layoff” (if any) accurately reflect such Non-U.S. Plan’s liabilities. (i) On or prior to the date hereof, the Company has made available to Parent a list of each Company Equity Award outstanding as of December 9, 2020 that includes (A) the number of shares of Company Common Stock underlying such Company Equity Award (assuming achievement of the applicable performance goals at the target level defined in the case WARN Act); or (iii) such other transaction, layoff, reduction in force or employment terminations sufficient in number to trigger application of any such Company Equity Award that is a Company PSU Award), (B) the exercise price of each such Company Equity Award that is a Company Stock Option, and (C) the vesting schedule of each such Company Equity Award that is unvested as of December 9, 2020similar state or local law.

Employees and Employee Benefit Plans. (a) Section 4.18(a) 4.17 of the Company Disclosure Schedule sets forth Letter contains a true correct and complete list as of the date identifying each Company Plan. For purposes of this Agreement of Agreement, “Company Plan” means each material Company Employee Plan and each Company Employee Plan that is subject to ERISA. For each material Company Employee Plan and each Company Employee Plan that is subject to “employee benefit plan,” as defined in Section 3(3) of ERISA, the Company has made available to Parent a copy employment agreement, severance agreement or plan, and other plan, program, fund, or agreement, whether written or unwritten, providing for compensation, bonuses, profit-sharing, equity compensation or other forms of such plan (incentive or a description, if such plan is not written) and all amendments thereto and material written interpretations thereof, together with a copy of (if applicable) (i) each trustdeferred compensation, insurance or other funding arrangement, (ii) each summary plan description and summary of material modifications, (iii) the most recently filed Internal Revenue Service Forms 5500, (iv) the most recent favorable determination or opinion letter from the Internal Revenue Service, (v) the most recently prepared actuarial reports and financial statements in connection with each such Company Employee Plan, and (vi) all documents and correspondence relating thereto received from or provided to the Department of Labor, the PBGC, the Internal Revenue Service or including any other Governmental Authority during the past year. (b) Neither the Company nor any of its ERISA Affiliates (nor any predecessor of any such entity) sponsors, maintains, administers or contributes to (or has any obligation to contribute toself-insured arrangements), health or hasmedical benefits, during the last six yearsor post-employment or retirement benefits (including compensation, sponsoredpension, health, medical or life insurance benefits) which is maintained, administered or contributed to by the Company or any Subsidiaries and covers any current or former employee, officer or director of the Company or any of its Subsidiaries, or with respect to which the Company or any of its Subsidiaries has any liability, other than a Multiemployer Plan (as defined below). The Company has made available to Parent: (A) copies of each material Company Plan, all material amendments thereto and all related trust documents, (B) the most recent annual report (Form 5500) required under ERISA or had any obligation the Code in connection with each material Company Plan or related trust, (C) the most recent summary plan description, if any, required under ERISA with respect to contribute to)each material U.S. Company Plan, and (D) the most recent Internal Revenue Service determination or opinion letter issued with respect to each Company Plan intended to be qualified under Section 401(a) of the Code. (b) No Company Plan to which the Company, any plan of its Subsidiaries or any ERISA Affiliate made, or was required to make, contributions during the past six years, is subject to Title IV of ERISA. Neither the Company nor any ERISA Affiliate maintains, including any contributes to, or sponsors (or has in the past six years maintained, contributed to, or sponsored) a multiemployer plan, plan as defined in Section 3(37) of ERISAERISA (a “Multiemployer Plan”). (c) Except With respect to each of the Company Plans, except as has not had had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, : (i) each Company Employee Plan that is intended to be qualified qualify under Section 401(a) of the Code has received a favorable determination or opinion letter from the Internal Revenue Service or has applied IRS upon which it may rely regarding its qualified status under the Code and, to the Internal Revenue Service Company’s knowledge, no event has occurred that could reasonably be expected to cause the loss of such qualification, (ii) all payments required to be paid by the Company or any of its Subsidiaries pursuant to the terms of a Company Plan or by applicable Law (including, without limitation, all contributions and insurance premiums) with respect to all prior periods have been made or provided for by the Company or its Subsidiaries in accordance with the provisions of such a letter within the Company Plan or applicable remedial amendment period or such period Law, (iii) no proceeding has not expired andbeen threatened, instituted or, to the knowledge of the Company, no circumstances exist that would reasonably be expected to result in is anticipated against any such letter being revoked or not being reissued or a penalty under the Internal Revenue Service Closing Agreement Program if discovered during an Internal Revenue Service audit or investigation. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each trust created under any such Company Employee Plan is exempt from tax under Section 501(a) of the Code and has been so exempt since its creation. (d) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Company Employee Plan has been maintained in compliance with its terms and all Applicable Law, including ERISA and the Code. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, no claim Plans (other than routine claims for benefitsbenefits and appeals of such claims), actionany trustee or fiduciaries thereof who the Company has an obligation to indemnify, suitor any of the assets of any trust of any of the Company Plans, investigation (iv) each Company Plan complies in form and has been maintained and operated in all material respects in accordance with its terms and applicable Law, including, without limitation, ERISA and the Code, (v) no non-exempt “prohibited transaction,” within the meaning of Section 4975 of the Code and Section 406 of ERISA, has occurred or proceeding (including an audit) is pending against or involves or, to the Company’s knowledge, is threatened against or reasonably expected to involveoccur with respect to the Company Plans, (vi) no Company Plan is under, and neither the Company nor its Subsidiaries has received any Company Employee Plan before any Governmental Authoritynotice of, including an audit or investigation by the Internal Revenue Service, the U.S. Department of Labor or the PBGC. (e) Except as provided under this Agreement or pursuant to Applicable LawLabor, with respect to each director, officerPension Benefit Guaranty Corporation, or any other Governmental Authority, and (vii) no Company Plan provides any post-retirement health and welfare benefits to any current or former employee (including each former director, officer, or employee) of the Company or any of its Subsidiaries, except as required under Section 4980B of the Code, Part 6 of Title I of ERISA (“COBRA”), or as Company paid COBRA coverage as agreed by the Company or as required under any other applicable state or local Law. (d) The consummation of the transactions contemplated by this Agreement will not, not (either alone or together with any other event: ) (i) entitle any such individual employee, officer or director of the Company or its Subsidiaries (whether current, former or retired) or their beneficiaries to any payment or benefit, including any bonus, retention, severance, retirement or job security payment or benefitseverance pay, (ii) accelerate the time of payment or vesting or trigger any payment or funding (through a grantor trust or otherwise) of compensation or benefits underunder any Company Plan, or (iii) increase the amount payable or trigger any other financial obligation under, pursuant to any Company Employee Plan, (iii) contractually limit or restrict the right of the Company or any of its Subsidiaries or, after the Closing, Parent to merge, amend or terminate any Company Employee Plan or (iv) result in the payment of any material amounts payable to any “excess parachute paymentdisqualified individual” (as defined in failing to be deductible for federal income tax purposes by virtue of Section 280G(b)(1) 280G of the Code or subject to an excise tax under Section 4999 of the Code). (f) Neither the Company nor any of its Subsidiaries has any current or projected liability for, and no Company Employee Plan provides or promises, any post-employment or post-retirement medical, dental, disability, hospitalization, life or similar benefits (whether insured or self-insured) to any director, officer, or employee (including any former director, officer, or employee) of the Company or any of its Subsidiaries (other than coverage mandated by Applicable Law). (g) . Neither the Company nor any of its Subsidiaries has any obligation to gross-up, indemnify or otherwise reimburse any Person current or former employee or director of the Company or any of its Subsidiaries for any Tax incurred by such Person individual under Section 409A or 4999 of the Code. (he) With respect to any Company Employee Plan for the benefit of Company employees or dependents thereof who perform services or who are employed outside of the United States (a “Non-U.S. Plan”), except Except as has not had had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect: , (i) if required to have been approved by any non-U.S. Governmental Authority (or permitted to have been approved to obtain any beneficial Tax or other status)there are no labor organizational campaigns, such Non-U.S. Plan has been so approved or timely submitted corporate campaigns, petitions, demands for approval; no such approval has been revoked (norrecognition or, to the knowledge of the Company, has revocation been threatened) and no event has occurred since the date other unionization activities seeking recognition of the most recent approval or application therefor that is reasonably likely to affect any such approval or increase the costs relating thereto; (ii) if intended to be funded and/or book reserved, such Non-U.S. Plan is fully funded and/or book reserved, as appropriate, based upon reasonable actuarial assumptions; (iii) no material liability exists or reasonably could be imposed upon the assets of a bargaining unit at the Company or any of its Subsidiaries by reason Subsidiaries; (ii) there are no unfair labor practice charges, grievances, arbitrations or other complaints or union matters before the National Labor Relations Board or other labor board of such Non-U.S. PlanGovernmental Authority that would reasonably be expected to affect the employees of the Company and its Subsidiaries; and (iviii) the financial statements of such Non-U.S. Plan (if any) accurately reflect such Non-U.S. Plan’s liabilities. (i) On or prior there are no current or, to the date hereof, the Company has made available to Parent a list of each Company Equity Award outstanding as of December 9, 2020 that includes (A) the number of shares of Company Common Stock underlying such Company Equity Award (assuming achievement knowledge of the applicable performance goals at the target level in the case of any such Company Equity Award that is a Company PSU Award)Company, (B) the exercise price of each such Company Equity Award that is a Company Stock Optionthreatened strikes, slowdowns, lockouts, organized labor disputes or work stoppages, and (C) no such strike, slowdown, lockout, organized labor dispute or work stoppage has occurred within the vesting schedule two years preceding the date of each such Company Equity Award that is unvested as of December 9, 2020this Agreement.

Employees and Employee Benefit Plans. (a) Section 4.18(a) 4.16 of the Company Disclosure Schedule sets forth contains a true correct and complete list identifying each “employee benefit plan,” as defined in Section 3(3) of the date of this Agreement of each material Company Employee Plan and each Company Employee Plan that is ERISA (whether or not subject to ERISA. For ), each material Company Employee Plan employment, severance or similar Contract with the Company’s executive officers, directors, employees, or independent contractors, and each Company Employee Plan that other plan, policy, agreement or arrangement (written or oral) providing for compensation, bonuses, profit-sharing, stock option or other stock related rights or other forms of incentive or deferred compensation, vacation benefits, insurance (including any self-insured arrangements), health or medical benefits, employee assistance program, disability or sick leave benefits, workers’ compensation, supplemental unemployment benefits, severance benefits and post-employment or retirement benefits (including compensation, pension, health, medical or life insurance benefits) or other form of benefits which is subject maintained, administered or contributed to ERISA, by the Company or any ERISA Affiliate of the Company and covers any current or former executive officer, director, employee or independent contractor of the Company or any of its Subsidiaries, or with respect to which the Company or any of its Subsidiaries has made available to Parent a copy any liability. Copies of such plan plans (or a descriptionand, if such plan is not writtenapplicable, related trust or funding agreements or insurance policies) and all amendments thereto and material summary plan descriptions and written interpretations thereof, thereof have been furnished to Parent together with a copy of the two most recent annual reports (Form 5500 including, if applicable, Schedule B thereto) and tax returns (iForm 990) each trust, insurance or other funding arrangement, (ii) each summary plan description and summary of material modifications, (iii) the most recently filed Internal Revenue Service Forms 5500, (iv) the most recent favorable determination or opinion letter from the Internal Revenue Service, (v) the most recently prepared actuarial reports and financial statements in connection with each any such Company plan or trust. Such plans are referred to collectively herein as the “Employee Plan, and (vi) all documents and correspondence relating thereto received from or provided to the Department of Labor, the PBGC, the Internal Revenue Service or any other Governmental Authority during the past yearPlans.” (b) Neither the Company nor any ERISA Affiliate of its ERISA Affiliates (the Company nor any predecessor of any such entity) thereof sponsors, maintains, administers maintains or contributes to (to, or has any obligation within six years prior to contribute to), or has, during the last six years, date hereof sponsored, maintained, administered maintained or contributed to (or had any obligation to contribute to), any plan Employee Plan subject to Title IV of ERISA, including any multiemployer plan, as defined in Section 3(37) 302 of ERISA, or Sections 412 or 4971 of the Code, or a Multiemployer Plan. (c) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Company Each Employee Plan that which is intended to be qualified under Section 401(a) of the Code utilizes a volume submitter pre-approved plan for which the volume submitter sponsor has received a favorable determination or opinion letter from that the Internal Revenue Service or volume submitter document is so qualified. Each Employee Plan has applied been maintained, operated and administered in substantial compliance with its terms, the requirements prescribed by any and all statutes, orders, rules and regulations, including ERISA and the Code, and the terms of any collective bargaining agreement which are applicable to the Internal Revenue Service for such a letter within the applicable remedial amendment period or such period has not expired and, Employee Plan. No events have occurred with respect to the knowledge of the Company, no circumstances exist any Employee Plan that would could reasonably be expected to result in payment or assessment by or against the Company of any such letter being revoked excise taxes under Sections 4972, 4975, 4976, 4977, 4979, 4980B, 4980D, 4980E or not being reissued or a penalty under the Internal Revenue Service Closing Agreement Program if discovered during an Internal Revenue Service audit or investigation. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each trust created under any such Company Employee Plan is exempt from tax under Section 501(a) 5000 of the Code and has been so exempt since its creationCode. (d) Except as has not had and would not reasonably be expected to have, individually or set forth in Section 4.16(d) of the aggregate, a Company Material Adverse Effect, each Company Employee Plan has been maintained in compliance with its terms and all Applicable Law, including ERISA and the Code. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, no claim (other than routine claims for benefits), action, suit, investigation or proceeding (including an audit) is pending against or involves or, to the Company’s knowledge, is threatened against or reasonably expected to involve, any Company Employee Plan before any Governmental Authority, including the Internal Revenue Service, the Department of Labor or the PBGC. (e) Except as provided under this Agreement or pursuant to Applicable LawDisclosure Schedule, with respect to each director, officer, current or former employee (including each former director, officer, or employee) independent contractor of the Company or any of its Subsidiaries, the consummation of the transactions contemplated by this Agreement will not, either alone or together with any other event: (i) entitle any such individual person to any payment or benefitseverance pay, including any bonus, retention, severancebonus amounts, retirement or benefits, job security payment benefits or benefitsimilar benefits, (ii) trigger or accelerate the time of payment or vesting or trigger any payment or funding (through a grantor trust or otherwise) of any compensation or benefits under, or increase the amount payable or trigger to any other obligation under, any Company Employee Plansuch person, (iii) contractually limit accelerate the vesting of any compensation or restrict benefits of any such person (including any stock options or other equity-based awards, any incentive compensation or any deferred compensation entitlement) or (iv) trigger any other material obligation to any such person. Except as set forth in Section 4.16(d) of the right Company Disclosure Schedule, there is no Contract or plan (written or otherwise) covering any employee or former employee of the Company or any of its Subsidiaries orthat, after the Closingindividually or collectively, Parent could give rise to merge, amend or terminate any Company Employee Plan or (iv) result in the payment of any “excess parachute payment” (as defined in amount that would not be deductible pursuant to the terms of Section 280G(b)(1280G or 162(m) of the Code. Section 4.16(d) of the Company Disclosure Schedule lists (i) all the agreements, arrangements and other instruments which give rise to an obligation to make or set aside amounts payable to or on behalf of the officers of the Company and its Subsidiaries as a result of the transactions contemplated by this Agreement (either alone or in connection with any subsequent employment termination, whether by the Company or the officer), true and complete copies of which have been provided to Parent prior to the date of this Agreement and (ii) the maximum aggregate amounts so payable to each such individual as a result of the transactions contemplated by this Agreement and/or any subsequent employment termination (whether by the Company or the officer). (fe) Neither Except as set forth on Section 4.16(e) of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries has any current or projected liability for, and no Company Employee Plan provides or promises, any post-employment or in respect of post-retirement medicalhealth, dentalmedical or life insurance benefits for retired, disabilityformer or current employees of the Company or its Subsidiaries except as required to avoid excise tax under Section 4980B of the Code. (f) Except as set forth on Section 4.16(f) of the Company Disclosure Schedule, hospitalizationthere has been no amendment to, life written interpretation or similar benefits announcement (whether insured or self-insurednot written) to by the Company or any director, officerof its Affiliates relating to, or change in employee participation or coverage under, an Employee Plan which would materially increase the annual expense of maintaining such Employee Plan above the level of the annual expense incurred in respect thereof for the fiscal year ended June 27, 2010. No condition exists that would prevent the Company from amending or terminating any Employee Plan without liability, other than the obligation for ordinary benefits accrued prior to the termination of such plan. (including g) There are no Actions pending or, to the knowledge of the Company, threatened on behalf of or against any former directorEmployee Plan, officerthe assets of any trust under any Employee Plan, or employee) the plan sponsor, plan administrator or any fiduciary of any Employee Plan that could reasonably be expected to result in a Material Adverse Effect on the Company. No event has occurred and there currently exists no condition or set of circumstances in connection with which the Company or any of its Subsidiaries could be subject to any liability (other than coverage mandated by Applicable Law)routine claims for benefits) under the terms of any Employee Plan, ERISA, the Code or any other applicable Law that could reasonably be expected to result in a Material Adverse Effect on the Company. (gh) Neither No fiduciary or party in interest of any Employee Plan has participated in, engaged in or been a party to any transaction that is prohibited under Section 4975 of the Code or Section 406 of ERISA and not exempt under Section 4975 of the Code or Section 408 of ERISA, respectively, and that could reasonably be expected to result in any material liability to the Company. With respect to any Employee Plan, (i) neither the Company nor any of its Subsidiaries ERISA Affiliates has had asserted against it any obligation to gross-up, indemnify or otherwise reimburse any Person claim for any Tax incurred by such Person Taxes under Chapter 43 of Subtitle D of the Code and Section 409A or 4999 5000 of the Code. (h) With respect to any Company Employee Plan , or for the benefit of Company employees or dependents thereof who perform services or who are employed outside of the United States (a “Non-U.S. Plan”penalties under ERISA Section 502(c), except as has not had and would not reasonably be expected to have, individually 502(i) or in the aggregate, a Company Material Adverse Effect: 502 (i) if required to have been approved by any non-U.S. Governmental Authority (or permitted to have been approved to obtain any beneficial Tax or other statusl), such Non-U.S. Plan has been so approved or timely submitted for approval; no such approval has been revoked (nor, to the knowledge of the Company, has revocation been threatenedis there a basis for any such claim that could reasonably be expected to result in any material liability to the Company, and (ii) and no event has occurred since the date officer, director or employee of the most recent approval Company or application therefor any Subsidiary has committed a breach of any fiduciary responsibility or obligation imposed by Title I of ERISA that could reasonably be expected to result in any material liability to the Company. (i) Except as set forth in Section 4.16(i) of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries has been a party to or subject to, or is reasonably likely currently negotiating in connection with entering into, any collective bargaining agreement or other labor agreement with any union or labor organization, and to affect the knowledge of the Company, there has not been any activity or proceeding of any labor organization or employee group to organize any such approval employees. In addition, (i) there are no unfair labor practice charges or increase complaints against Company or any of its Subsidiaries pending before the costs relating theretoNational Labor Relations Board; (ii) if intended there are no labor strikes, slowdowns or stoppages actually pending or, to be funded and/or book reservedthe knowledge of the Company, such Non-U.S. Plan is fully funded and/or book reserved, as appropriate, based upon reasonable actuarial assumptionsthreatened against the Company or any of its Subsidiaries; (iii) there are no representation claims or petitions pending before the National Labor Relations Board with respect to the employees of the Company or its Subsidiaries; (iv) there are no grievance or pending arbitration proceedings against the Company or any of its Subsidiaries that arose out of or under any collection bargaining agreement and (v) there are no discrimination charges or complaints pending before the Equal Employment Opportunity Commission or any other Governmental Authority or arbitrator. (j) The Company and its Subsidiaries are and during the past four years have been in compliance in all material liability exists respects with all Applicable Laws relating to labor and employment, including, but not limited to, those relating to wages, hours, collective bargaining, unemployment compensation, worker’s compensation, occupational safety and health, discrimination, immigration, employee classification, information privacy and security, payment and withholding of taxes and continuation coverage with respect to group health plans. (k) To the knowledge of the Company, no current employee or reasonably could be imposed upon the assets officer of the Company or any of its Subsidiaries by reason intends, or is expected, to terminate his employment relationship with such entity following the consummation of such Non-U.S. Plan; and (iv) the financial statements of such Non-U.S. Plan (if any) accurately reflect such Non-U.S. Plan’s liabilitiestransactions contemplated hereby. (l) Except as set forth in Section 4.16(l) of the Company Disclosure Schedule, there is no Action pending or, to the knowledge of the Company, threatened against the Company or any of its Subsidiaries relating to any labor or employment matter. (m) Schedule 4.16(m) of the Company Disclosure Schedule contains a complete and accurate list of all employees of the Company or its Subsidiaries as of the date hereof whose base salary exceeds $100,000 (the “Company Employees”) showing for each Company Employee, the name, job title, location, date of hire, whether each individual is treated as exempt or non-exempt, annual salary or wages as of the date hereof and aggregate annual compensation (including bonus information) for the year ended December 31, 2010. (n) Since the Balance Sheet Date, neither the Company nor any of its Subsidiaries has effectuated (i) On a “plant closing” (as defined in the WARN Act) affecting any site of employment or prior to the date hereof, one or more facilities or operating units within any site of employment or facility of the Company has made available to Parent or any of its Subsidiaries; (ii) a list of each Company Equity Award outstanding “mass layoff” (as of December 9, 2020 that includes (A) the number of shares of Company Common Stock underlying such Company Equity Award (assuming achievement of the applicable performance goals at the target level defined in the case WARN Act); or (iii) such other transaction, layoff, reduction in force or employment terminations sufficient in number to trigger application of any such Company Equity Award that is a Company PSU Award), (B) the exercise price of each such Company Equity Award that is a Company Stock Option, and (C) the vesting schedule of each such Company Equity Award that is unvested as of December 9, 2020similar state or local law.

Employees and Employee Benefit Plans. (a) Section 4.18(a4.16(a) of the Company Disclosure Schedule sets forth contains a true correct and complete list identifying each “employee benefit plan,” as defined in Section 3(3) of ERISA, each employment, change of control, individual consulting, severance, vacation, or similar Contract, plan or policy and each other plan or arrangement (written or oral) providing for compensation, bonuses, profit-sharing, stock purchase, stock option or other stock related rights or other forms of incentive or deferred compensation, tax gross-up, relocation, employee loan, vacation benefits, insurance (including any self-insured arrangements), health or medical benefits, employee assistance program, disability or sick leave benefits, workers’ compensation, supplemental unemployment benefits, severance benefits and postemployment or retirement benefits (including compensation, pension, health, medical or life insurance benefits) or other form of benefits, which is maintained, administered or contributed to or required to be contributed to by the Company or any ERISA Affiliate of the date Company and covers any current or former employee, director or individual independent contractor of this Agreement the Company or any of its Subsidiaries, or with respect to which the Company or any of its Subsidiaries has any liability, contingent or otherwise (such plans are referred to collectively herein as the “Employee Plans”). Section 4.16(a) of the Company Disclosure Schedules separately identifies each material Company Employee Plan maintained outside of the United States substantially for the benefit of current and former directors, employees and individual independent contractors who are situated outside of the United States (each, a “Foreign Plan”). True, correct and complete copies of the Employee Plans (and, if applicable, any related trust or funding agreements or insurance policies) and all amendments thereto and written interpretations thereof have been furnished to Parent together with the most recent (i) summary plan descriptions, (ii) annual report (Form 5500 including, if applicable, Schedule B thereto) and the most recent actuarial report, if any, (iii) Internal Revenue Service determination letter, (iv) tax return (Form 990) prepared in connection with any such plan or trust, and (v) written descriptions of all non-written agreements relating to the Employee Plans, in each case, only if applicable. (b) No liability under Title IV or Section 302 of ERISA has been incurred by the Company or any ERISA Affiliate of the Company that has not been satisfied in full, and no condition exists that presents a material risk to the Company or any ERISA Affiliate of the Company of incurring any such liability, other than liability for premiums due the Pension Benefit Guaranty Corporation (“PBGC”) (which premiums have been paid when due). No Employee Plan that is subject to ERISA. For each material Company Employee Plan Title IV (a “Title IV Plan”) or any trust established thereunder has failed to satisfy the “minimum funding standards” (as defined in Section 302 of ERISA and each Company Employee Plan that is subject to ERISASection 412 of the Code), whether or not waived, as of the Company has made available to Parent a copy last day of such plan (or a description, if such plan is not written) and all amendments thereto and material written interpretations thereof, together with a copy of (if applicable) (i) each trust, insurance or other funding arrangement, (ii) each summary plan description and summary of material modifications, (iii) the most recently filed Internal Revenue Service Forms 5500, (iv) the most recent favorable determination or opinion letter from the Internal Revenue Service, (v) the most recently prepared actuarial reports and financial statements in connection with fiscal year of each such Company Employee Plan, and (vi) all documents and correspondence relating thereto received from or provided Title IV Plan ended prior to the Department of Labor, the PBGC, the Internal Revenue Service or any other Governmental Authority during the past yeardate hereof. (bc) Neither the Company nor any ERISA Affiliate of its ERISA Affiliates (the Company nor any predecessor of any such entity) thereof sponsors, maintains, administers maintains or contributes to (to, or has any obligation to contribute to), or has, during in the last six years, past sponsored, maintained, administered maintained or contributed to (or had any obligation to contribute to), any plan subject to Title IV Employee Plan that is a Multiemployer Plan or a “multiple employer plan” (within the meaning of ERISA, including any multiemployer plan, as defined in Section 3(37413(c) of ERISAthe Code). None of the employees of the Company or any of its Subsidiaries or ERISA Affiliates participates in any Multiemployer Plan or any pension or retirement plan sponsored by any union or similar employee representative or sponsored by more than one unrelated employer. (cd) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Company Each Employee Plan that which is intended to be qualified under Section 401(a) of the Code has received a favorable determination letter that it is so qualified, or opinion letter has pending or has time remaining in which to file, an application for such determination from the Internal Revenue Service (and the Company is not aware of any reason why any such determination letter should be revoked or has applied to the Internal Revenue Service for such a letter within the applicable remedial amendment period or such period has not expired be reissued) and, to the knowledge of the Company, no circumstances exist that would reasonably be expected the trusts maintained thereunder are exempt from taxation under Section 501(a) of the Code, and, to result the knowledge of the Company, nothing has occurred with respect to the operation of the Employee Plans which could cause the loss of such qualification or exemption or the imposition of any material liability, penalty or tax under ERISA or the Code. Each Employee Plan has been maintained in substantial compliance with its terms and with the requirements prescribed by any and all statutes, orders, rules and regulations, including ERISA and the Code, which are applicable to such letter being revoked or not being reissued or a penalty under the Internal Revenue Service Closing Agreement Program if discovered during an Internal Revenue Service audit or investigationEmployee Plan. Except as has not had and would not reasonably be expected to havebe, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a Company Material Adverse Effectwhole, each trust created under any such Company Employee Plan is exempt from tax under Section 501(a) there are no pending or, to the knowledge of the Code and has Company, threatened, claims or lawsuits which have been so exempt since its creation. (d) Except as has not had and would not reasonably be expected to have, individually asserted or in instituted against the aggregate, a Company Material Adverse Effect, each Company Employee Plan has been maintained in compliance with its terms and all Applicable Law, including ERISA and Plans or the Code. Except as has not had and would not reasonably be expected to have, individually or in assets of any of the aggregate, a Company Material Adverse Effect, no claim trusts under such plans (other than routine claims for benefits), action, suit, investigation nor does the Company have knowledge of facts which could form the basis for any such claim or proceeding (including an audit) is pending against or involves or, lawsuit. No events have occurred with respect to the Company’s knowledge, is threatened against or reasonably expected to involve, any Company Employee Plan before that could result in payment or assessment by or against the Company of any Governmental Authorityexcise taxes under Sections 4972, including 4975, 4976, 4977, 4979, 4980B, 4980D, 4980E or 5000 of the Internal Revenue Service, the Department of Labor or the PBGCCode. (e) Except as provided under this Agreement or pursuant would not be materially adverse to Applicable Lawthe Company and its Subsidiaries, taken as a whole, with respect to each directorForeign Plan: (i) all employer and employee contributions to each Foreign Plan required by Applicable Law or by the terms of such Foreign Plan have been made, officeror, if applicable, accrued in accordance with normal accounting practices: (ii) the fair market value of the assets of each funded Foreign Plan, the liability of each insurer for any Foreign Plan funded through insurance or employee the book reserve established for any Foreign Plan, together with any accrued contributions, is sufficient to procure or provide for the accrued benefit obligations, as of the Closing Date, with respect to all current or former participants in such plan according to the actuarial assumptions and valuations most recently used to determine employer contributions to such Foreign Plan and no transaction contemplated by this Agreement shall cause such assets or insurance obligations to be less than such benefit obligations; and (including iii) each Foreign Plan required to be registered has been registered and has been maintained in good standing with applicable regulatory authorities. (f) Except as otherwise specifically so contemplated in this Agreement, with respect to each current or former director, officer, employee or employee) independent contractor of the Company or any of its Subsidiaries, the consummation of the transactions contemplated by this Agreement will not, either alone or together with any other event: (i) entitle any such individual person to any payment or benefitseverance pay, including any bonus, retention, severancebonus amounts, retirement or benefits, job security payment benefits or benefitsimilar benefits, (ii) trigger or accelerate the time of payment or vesting or trigger any payment or funding (through a grantor trust or otherwise) of any compensation or benefits under, or increase the amount payable or trigger to any other obligation under, any Company Employee Plansuch person, (iii) contractually limit accelerate the vesting of any compensation or restrict benefits of any such person (including any stock options or other equity-based awards, any incentive compensation or any deferred compensation entitlement), (iv) increase the right amount or value of any benefit or compensation otherwise payable or required to be provided to any such person, or (v) trigger any other material obligation to any such person. There is no Contract or plan (written or otherwise) covering any current or former employee or individual independent contractor of the Company or any of its Subsidiaries orthat, after the Closingindividually or collectively, Parent could give rise to merge, amend or terminate any Company Employee Plan or (iv) result in the payment of any “excess parachute payment” (as defined in amount that would not be deductible pursuant to the terms of Section 280G(b)(1280G or 162(m) of the Code). (f) Neither the Company nor any of its Subsidiaries has any current or projected liability for, and no Company Employee Plan provides or promises, any post-employment or post-retirement medical, dental, disability, hospitalization, life or similar benefits (whether insured or self-insured) to any director, officer, or employee (including any former director, officer, or employee. Section 4.16(f) of the Company Disclosure Schedule lists (i) all the agreements, arrangements and other instruments which give rise to an obligation to make or any set aside amounts payable to or on behalf of the officers of the Company and its Subsidiaries as a result of the transactions contemplated by this Agreement and/or any subsequent employment termination (other than coverage mandated whether by Applicable Lawthe Company or the officer), true and complete copies of which have been provided to Parent prior to the date of this Agreement and (ii) the maximum aggregate amounts so payable to each such individual as a result of the transactions contemplated by this Agreement and/or any subsequent employment termination (whether by the Company or the officer). (g) Neither the Company nor any of its Subsidiaries has any obligation liability in respect of post-retirement health, medical or life insurance benefits for retired, former or current employees of the Company or its Subsidiaries except as required to gross-up, indemnify or otherwise reimburse any Person for any Tax incurred by such Person avoid excise tax under Section 409A or 4999 4980B of the Code. (h) With respect to There has been no amendment to, written interpretation or announcement (whether or not written) by the Company or any Company of its Affiliates relating to, or change in employee participation or coverage under, an Employee Plan which would increase materially the expense of maintaining such Employee Plan above the level of the expense incurred in respect thereof for the benefit of fiscal year ended December 31, 2009. No condition exists that would prevent the Company employees or dependents thereof who perform services or who are employed outside or, after the consummation of the United States transactions contemplated by this Agreement, Parent, from amending, merging or terminating any Employee Plan without liability, other than the obligation for ordinary benefits accrued prior to the termination of such plan. (i) Each Employee Plan that is a “Nonnon-U.S. Plan”), qualified deferred compensation plan” within the meaning of Section 409A of the Code has been maintained and operated in compliance with Section 409A of the Code and the applicable guidance issued thereunder except as has not had and for failures to comply or violations that would not reasonably be expected to haveto, individually or in the aggregate, be material to the Company. (j) Neither the Company nor any of its Subsidiaries has been a Company Material Adverse Effect: party to or subject to, or is currently negotiating in connection with entering into, any collective bargaining agreement or other labor agreement with any union or labor organization, and there has not been any activity or proceeding of any labor organization or employee group to organize any such employees. In addition, (i) if required to have been approved by there are no unfair labor practice charges or complaints against Company or any non-U.S. Governmental Authority (or permitted to have been approved to obtain any beneficial Tax or other status), such Non-U.S. Plan has been so approved or timely submitted for approval; no such approval has been revoked (nor, to of its Subsidiaries pending before the knowledge of the Company, has revocation been threatened) and no event has occurred since the date of the most recent approval or application therefor that is reasonably likely to affect any such approval or increase the costs relating theretoNational Labor Relations Board; (ii) if intended to be funded and/or book reservedthere are no labor strikes, such Non-U.S. Plan is fully funded and/or book reservedlockouts, as appropriate, based upon reasonable actuarial assumptionsslowdowns or stoppages actually pending or threatened against or affecting the Company or any of its Subsidiaries; (iii) there is no material liability exists or reasonably could be imposed upon the assets labor union organizing activity involving any employees of the Company or any of its Subsidiaries by reason Subsidiaries; (iv) there are no representation claims or petitions pending before the National Labor Relations Board and there are no questions concerning representation with respect to the employees of such Non-U.S. Planthe Company or its Subsidiaries; and (ivv) there are no grievance or pending arbitration proceedings against the financial statements Company or any of such Non-U.S. Plan (if any) accurately reflect such Non-U.S. Plan’s liabilitiesits Subsidiaries that arose out of or under any collection bargaining agreement. (k) Since the Company Balance Sheet Date, neither the Company nor any of its Subsidiaries has effectuated (i) On a “plant closing” (as defined in the WARN Act) affecting any site of employment or prior to the date hereof, one or more facilities or operating units within any site of employment or facility of the Company has made available to Parent or any of its Subsidiaries; (ii) a list of each Company Equity Award outstanding “mass layoff” (as of December 9, 2020 that includes (A) the number of shares of Company Common Stock underlying such Company Equity Award (assuming achievement of the applicable performance goals at the target level defined in the case WARN Act); or (iii) such other transaction, layoff, reduction in force or employment terminations sufficient in number to trigger application of any such Company Equity Award that is a Company PSU Award), (B) the exercise price of each such Company Equity Award that is a Company Stock Option, and (C) the vesting schedule of each such Company Equity Award that is unvested as of December 9, 2020similar state or local law.

Employees and Employee Benefit Plans. (a) Except as set forth at Section 4.18(a4.14(a) of the Company Disclosure Schedule sets forth a true and complete list Schedule, neither the Company nor any Subsidiary has entered into any employment contract or arrangement with any director, officer, employee or any other consultant or Person (i) which is not terminable by it at will without liability, except as the right of the date of this Agreement of each Company or such Subsidiary to terminate its employees at will may be limited by applicable federal, state or foreign law, or (ii) under which the Company or any Subsidiary could have any material Company Employee Plan and each Company Employee Plan that is subject to ERISA. For each material Company Employee Plan and each Company Employee Plan that is subject to ERISAliability (collectively, the “Company Employment Agreements”). (b) Except as set forth in Section 4.14(b) of the Company Disclosure Schedule, neither the Company nor any Subsidiary maintains any deferred compensation, pension, health, profit sharing, bonus, stock purchase, stock option, fringe benefit, hospitalization, insurance, severance, change in control, retention, supplemental unemployment benefits, vacation benefits, disability benefits, or any other employee benefit plan (as defined in the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) covering any of its current or former officers, directors, employees or consultants (“Employee Plans”). (c) The Company has made available to Parent a copy true, complete and correct copies of such plan (or a description, if such plan is not written) and all amendments thereto and material written interpretations thereof, together with a copy of (if applicable) (i) each trust, insurance or other funding arrangementCompany Employment Agreement, (ii) each summary plan description and summary Employee Plan (or, in the case of material modificationsany unwritten Employee Plans, descriptions thereof), (iii) the most recently recent annual report on Form 5500 filed Internal Revenue Service Forms 5500with the IRS with respect to each Employee Plan (if any such report was required), (iv) the most recent favorable determination or opinion letter from the Internal Revenue Servicesummary plan description for each Employee Plan for which such summary plan description is required, (v) the most recently prepared actuarial reports each trust agreement and financial statements in connection with each such Company group annuity contract relating to any Employee Plan, and (vi) each determination letter and any outstanding request for a determination letter, and (vii) all documents and correspondence relating thereto received from with the IRS or provided to the United States Department of Labor, the PBGC, the Internal Revenue Service Labor relating to any outstanding controversy or any other Governmental Authority during the past yearaudit. (bd) Neither the Company nor any of its ERISA Affiliates (nor any predecessor of any such entity) sponsors, maintains, administers or contributes to (or Each Employee Plan has any obligation to contribute to), or has, during the last six years, sponsored, been maintained, funded, operated and administered or contributed to (or had any obligation to contribute in compliance in all material respects with all applicable laws and regulations, including but not limited to), any plan subject to Title IV of ERISA, including any multiemployer planthe Code, as defined in Section 3(37) and the Health Insurance Portability and Accountability Act of ERISA. (c) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Company 1996. Each Employee Plan that is intended to be qualified under Section section 401(a) of the Code and each trust forming a part thereof that is intended to be exempt from taxation under section 501(a) of the Code has received a favorable determination or opinion letter from the Internal Revenue Service IRS as to its qualification and tax-exempt status (or, where there is no determination letter but the Employee Plan is based upon a master and prototype or volume submitter form, the sponsor of such form has applied received a current advisory opinion as to the Internal Revenue Service for form upon which the Company is entitled to rely under applicable IRS procedures), and nothing has occurred, whether by any action or any failure to act, since the date of such a determination letter within that could adversely affect the applicable remedial amendment period qualification of such Employee Plan or the tax-exempt status of such period related trust. No event has not expired occurred and, to the knowledge Knowledge of the Company, there currently exists no condition or set of circumstances exist that would in connection with which the Company could reasonably be expected to result in be subject to any such letter being revoked or not being reissued or a penalty liability under the Internal Revenue Service Closing Agreement Program if discovered during an Internal Revenue Service audit or investigation. Except as has not had and would not reasonably be expected to have, individually or terms of any Employee Plans (other than for benefits payable in the aggregatenormal course of the operations of the Employee Plans), a Company Material Adverse EffectERISA, each trust created the Code or any other applicable law, including any liability under any such Company Title IV of ERISA. Each Employee Plan is exempt from tax under Section 501(a) of the Code and has been so exempt since its creation. (d) Except as has not had and would not reasonably can be expected to have, individually amended or terminated in the aggregate, a Company Material Adverse Effect, each Company Employee Plan has been maintained in compliance accordance with its terms and all Applicable Law, including ERISA and the Code. Except as has not had and would not reasonably be expected any applicable law without any material liability to have, individually or in the aggregate, a Company Material Adverse Effect, no claim (other than routine claims for benefits), action, suit, investigation or proceeding (including an audit) is pending against or involves or, to the Company’s knowledge, is threatened against or reasonably expected to involve, any Company Employee Plan before any Governmental Authority, including the Internal Revenue Service, the Department of Labor or the PBGC. (e) Except as provided under this Agreement or pursuant to Applicable Law, with respect to each director, officer, or employee (including each former director, officer, or employee) of the Company or any of its Subsidiaries, the consummation of the transactions contemplated by this Agreement will not, either alone or together with any other event: (i) entitle any such individual to any payment or benefit, including any bonus, retention, severance, retirement or job security payment or benefit, (ii) accelerate the time of payment or vesting or trigger any payment or funding (through a grantor trust or otherwise) of compensation or benefits under, or increase the amount payable or trigger any other obligation under, any Company Employee Plan, (iii) contractually limit or restrict the right of the Company or any of its Subsidiaries or, after the Closing, Parent to merge, amend or terminate any Company (excluding administrative expenses). No Employee Plan or (iv) result in the payment of any is a “excess parachute paymentmultiemployer plan” (as defined in section 3(37) of the ERISA and 414(f) of the Code, or a “multiple employer plan” as described in section 4063(a) of ERISA and 413 of the Code, and none of the Company, any of its Subsidiaries or any ERISA Affiliate has ever contributed or had an obligation to contribute to any multiemployer plan or any plan subject to Title IV of ERISA. For purposes of this Section 280G(b)(14.14, an “ERISA Affiliate” is any organization that is a member of the controlled group of organizations of the Company and its Subsidiaries (within the meaning of sections 414(b), (c), (m) or (o) of the Code). (fe) Neither Except as set forth in Section 4.14(e) of the Company nor Disclosure Schedule, no current or former director, officer or other employee of, or consultant to, the Company or any of its Subsidiaries has will become entitled to any current retirement, severance or projected liability forsimilar benefit or enhanced or accelerated benefit (including any acceleration of vesting or lapse of repurchase rights or obligations with respect to any employee stock option or other benefit under any stock option plan or compensation plan or arrangement of the Company) as a result of the transactions contemplated hereby. (f) Except as set forth in Section 4.14(f) of the Company Disclosure Schedule, and no Company Employee Plan provides or promises, any post-employment or post-retirement health and medical, dental, disability, hospitalization, life or similar other insurance benefits (whether insured or self-insured) to any director, officer, or employee (including any former director, officer, or employee) for retired employees of the Company or any of its Subsidiaries (other than benefit coverage mandated by Applicable Lawapplicable statute, including benefits provided pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as codified in Code section 4980B and ERISA sections 601 et seq., as amended from time to time (“COBRA”)). (g) Neither the Company nor any of its Subsidiaries has any obligation to gross-upExcept as required by applicable law, indemnify or otherwise reimburse any Person for any Tax incurred by such Person under Section 409A or 4999 of the Code. (h) With respect to any Company Employee Plan for the benefit of Company employees or dependents thereof who perform services or who are employed outside of the United States (a “Non-U.S. Plan”), except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect: (i) if required to have been approved by any non-U.S. Governmental Authority (or permitted to have been approved to obtain any beneficial Tax or other status), such Non-U.S. Plan there has been so approved no amendment to, written interpretation or timely submitted for approval; no such approval has been revoked announcement (nor, to the knowledge of the Company, has revocation been threatenedwhether or not written) and no event has occurred since the date of the most recent approval or application therefor that is reasonably likely to affect any such approval or increase the costs relating thereto; (ii) if intended to be funded and/or book reserved, such Non-U.S. Plan is fully funded and/or book reserved, as appropriate, based upon reasonable actuarial assumptions; (iii) no material liability exists or reasonably could be imposed upon the assets of by the Company or any of its Subsidiaries by reason affiliates relating to, or change in employee participation or coverage under, any Employee Plan that would increase materially the expense of maintaining such Non-U.S. Plan; and Employee Plan above the level of the expense incurred in respect thereof for the twelve (iv12) the financial statements of such Non-U.S. Plan (if any) accurately reflect such Non-U.S. Plan’s liabilities. (i) On or prior to the date hereof, months ended on the Company has made available to Parent a list of each Company Equity Award outstanding as of December 9, 2020 that includes (A) the number of shares of Company Common Stock underlying such Company Equity Award (assuming achievement of the applicable performance goals at the target level in the case of any such Company Equity Award that is a Company PSU Award), (B) the exercise price of each such Company Equity Award that is a Company Stock Option, and (C) the vesting schedule of each such Company Equity Award that is unvested as of December 9, 2020Balance Sheet Date.

Employees and Employee Benefit Plans. (a) Section 4.18(a) 4.17 of the Company Disclosure Schedule sets forth contains a true correct and complete list identifying each material “employee benefit plan,” as defined in Section 3(3) of ERISA, each material employment contract, material severance contract or plan and each other material plan or agreement providing for compensation, bonuses, profit-sharing, equity compensation or other forms of incentive or deferred compensation, insurance (including any self-insured arrangements), health or medical benefits, post-employment or retirement benefits (including compensation, pension, health, medical or life insurance benefits) which is maintained, administered or contributed to by the Company or any ERISA Affiliate and covers any current or former employee, director or other independent contractor of the Company or any of its Subsidiaries, or with respect to which the Company or any of its Subsidiaries has any liability, other than a Multiemployer Plan or a Company International Plan. As soon as reasonably practicable after the date hereof, but in no event more than 60 days after the date hereof, copies of such plans and any material Company International Plan and Multiemployer Plan (and, if applicable, related trust or funding agreements or insurance policies) and all amendments thereto and written interpretations thereof will be furnished to Parent together with the most recent annual report (Form 5500 including, if applicable, Schedule B thereto) and tax return (Form 990) prepared in connection with any such plan or trust and the most recent Internal Revenue Service determination letter for any such plan, to the extent applicable. Such plans (disregarding all materiality qualifiers in this Section 4.17(a)), including Company International Plans but not any Multiemployer Plan, are referred to collectively herein as the “Company Plans.” (b) No Company Plan (for the avoidance of doubt, other than any Multiemployer Plan) that is subject to Title IV of ERISA (each, a “Title IV Plan”) has any unfunded liabilities as of the date of this Agreement Agreement. The aggregate underfunded or unfunded, as applicable, liability for all Company Plans that are “excess benefit plans” (as defined in Section 3(36) of each material ERISA) or that provide deferred compensation (including, for this purpose, any analogous Company Employee International Plans), computed using the actuarial assumptions used for the purposes of determining any liability under such Company Plan and each Company Employee Plan that is subject to ERISA. For each material Company Employee Plan and each Company Employee Plan that is subject to ERISA, for purposes of the Company has made available to Parent a copy of such plan (or a descriptionSEC Documents, if such plan is not written) and all amendments thereto and material written interpretations thereofreasonably be expected to have, together with individually or in the aggregate, a copy of (if applicable) (i) each trust, insurance or other funding arrangement, (ii) each summary plan description and summary of material modifications, (iii) the most recently filed Internal Revenue Service Forms 5500, (iv) the most recent favorable determination or opinion letter from the Internal Revenue Service, (v) the most recently prepared actuarial reports and financial statements in connection with each such Company Employee Plan, and (vi) all documents and correspondence relating thereto received from or provided to the Department of Labor, the PBGC, the Internal Revenue Service or any other Governmental Authority during the past yearMaterial Adverse Effect. (bc) Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, neither the Company nor any of its ERISA Affiliates has incurred any liability on account of a “complete withdrawal” or a “partial withdrawal” (within the meaning of Sections 4203 and 4205 of ERISA, respectively) from any “multiemployer plan” as defined in Section 3(37) of ERISA (a “Multiemployer Plan”) and, to the Company’s knowledge, no circumstances exist that would reasonably be expected to give rise to any such withdrawal (including as a result of the transactions contemplated by this Agreement). Neither the Company nor any of its ERISA Affiliates has received notice of any Multiemployer Plan’s (i) failure to satisfy the minimum funding requirements of Section 412 of the Code or application for or receipt of a waiver of such minimum funding requirements, (ii) “endangered status” or “critical status” (within the meaning of Section 432 of the Code) or (iii) insolvency, “reorganization” (within the meaning of Section 4241 of ERISA) or proposed or, to the Company’s knowledge, threatened termination. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, all contributions, surcharges and premium payments owed by the Company and its ERISA Affiliates with respect to each Multiemployer Plan have been paid when due. (d) Each Company Plan that is intended to be qualified under Section 401(a) of the Code has received a favorable determination letter. Each Company Plan (for the avoidance of doubt, other than a Multiemployer Plan) has been established and operated in compliance with its terms and with all Applicable Laws, including ERISA and the Code, except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (e) Except as disclosed in Section 4.17(e) of the Company Disclosure Schedule, the consummation of the transactions contemplated by this Agreement will not (either alone or together with any other event) entitle any employee, director or other independent contractor of the Company or any of its Subsidiaries to severance pay or accelerate the time of payment or vesting or trigger any payment or funding (through a grantor trust or otherwise) of material compensation or benefits under, increase the amount payable or trigger any other material obligation pursuant to, any Company Plan. Neither the Company nor any predecessor of any such entity) sponsors, maintains, administers or contributes to (or its Subsidiaries has any obligation to contribute to)gross-up, indemnify or hasotherwise reimburse any current or former employee, during director or other independent contractor of the last six years, sponsored, maintained, administered Company or contributed to (or had any obligation to contribute to), of its Subsidiaries for any plan subject to Title IV of ERISATax incurred by such individual, including any multiemployer plan, as defined in under Section 3(37) 409A or 4999 of ERISAthe Code. (cf) Neither the Company nor any of its Subsidiaries has any liability in respect of post-retirement health, medical or life insurance benefits for retired, former or current employees, directors or other independent contractors of the Company or its Subsidiaries except as required to avoid excise tax under Section 4980B of the Code. (g) There has been no amendment to, written interpretation or announcement (whether or not written) by the Company or any of its Affiliates relating to, or change in participation or coverage under, a Company Plan which would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (h) There is no action, suit, investigation, audit or proceeding pending against or involving or, to the knowledge of the Company, threatened against or involving, any Company Plan before any Governmental Authority, except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (i) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Company Employee Plan that is covers former or current employees, directors or other independent contractors of the Company or any of its Subsidiaries who are located primarily outside of the United States (a “Company International Plan”) (i) if intended to be qualified under Section 401(a) of qualify for special tax treatment, meets all the Code has received a favorable determination or opinion letter from the Internal Revenue Service or has applied to the Internal Revenue Service requirements for such a letter within the applicable remedial amendment period or such period has not expired andtreatment, and (ii) if required, to any extent, to be funded, book-reserved or secured by an insurance policy, is fully funded, book-reserved or secured by an insurance policy, as applicable, based on reasonable actuarial assumptions in accordance with applicable accounting principles. From and after the knowledge Effective Time, Parent and its Subsidiaries will receive the full benefit of the Companyany funds, no circumstances exist that would reasonably be expected to result in any such letter being revoked or not being reissued or a penalty accruals and reserves under the Internal Revenue Service Closing Agreement Program if discovered during an Internal Revenue Service audit or investigation. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each trust created under any such Company Employee Plan is exempt from tax under Section 501(a) of the Code and has been so exempt since its creationInternational Plans. (dj) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Company Employee Plan has been maintained in compliance with its terms and all Applicable Law, including ERISA and the Code. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, no claim (other than routine claims for benefits), action, suit, investigation or proceeding (including Person has been treated as an audit) is pending against or involves or, to the Company’s knowledge, is threatened against or reasonably expected to involve, any Company Employee Plan before any Governmental Authority, including the Internal Revenue Service, the Department of Labor or the PBGC. (e) Except as provided under this Agreement or pursuant to Applicable Law, with respect to each director, officer, or employee (including each former director, officer, or employee) of the Company or any of its Subsidiaries, the consummation of the transactions contemplated by this Agreement will not, either alone or together with any other event: (i) entitle any such individual to any payment or benefit, including any bonus, retention, severance, retirement or job security payment or benefit, (ii) accelerate the time of payment or vesting or trigger any payment or funding (through a grantor trust or otherwise) of compensation or benefits under, or increase the amount payable or trigger any other obligation under, any Company Employee Plan, (iii) contractually limit or restrict the right independent contractor of the Company or any of its Subsidiaries orfor tax purposes, after the Closing, Parent to merge, amend or terminate for purposes of exclusion from any Company Employee Plan or (iv) result in the payment of any “excess parachute payment” (Plan, who should have been treated as defined in Section 280G(b)(1) of the Code)an employee for such purposes. (fk) Neither the Company nor any of its Subsidiaries has any current or projected liability for, and no Company Employee Plan provides or promises, any post-employment or post-retirement medical, dental, disability, hospitalization, life or similar benefits (whether insured or self-insured) to any director, officer, or employee (including any former director, officer, or employee) of the Company or any of its Subsidiaries (other than coverage mandated by Applicable Law). (g) Neither the Company nor any of its Subsidiaries has any obligation to gross-up, indemnify or otherwise reimburse any Person for any Tax incurred by such Person under Section 409A or 4999 of the Code. (h) With respect to any Company Employee Plan for the benefit of Company employees or dependents thereof who perform services or who are employed outside of the United States (a “Non-U.S. Plan”), except Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect: , (i) if required none of the Company or any of its Subsidiaries has breached or otherwise failed to have been approved by comply with the provisions of any nonCollective Bargaining Agreement and there are no grievances or arbitrations outstanding thereunder, and (ii) there are no formal organizational campaigns, corporate campaigns, petitions, demands for recognition via card-U.S. Governmental Authority (or permitted to have been approved to obtain any beneficial Tax or other status), such Non-U.S. Plan has been so approved or timely submitted for approval; no such approval has been revoked (norcheck or, to the knowledge of the Company, has revocation been threatened) and no event has occurred since the date other unionization activities seeking recognition of the most recent approval or application therefor that is reasonably likely to affect any such approval or increase the costs relating thereto; (ii) if intended to be funded and/or book reserved, such Non-U.S. Plan is fully funded and/or book reserved, as appropriate, based upon reasonable actuarial assumptions; (iii) no material liability exists or reasonably could be imposed upon the assets of a bargaining unit at the Company or any of its Subsidiaries by reason Subsidiaries. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, there are no unfair labor practice charges, grievances, pending arbitrations or other complaints or union representation questions before the National Labor Relations Board or other labor board of such Non-U.S. Plan; Governmental Authority that would reasonably be expected to affect the employees of the Company and (iv) the financial statements of such Non-U.S. Plan (if any) accurately reflect such Non-U.S. Plan’s liabilitiesits Subsidiaries. (il) On Except as would not reasonably be expected to have, individually or prior in the aggregate, a Company Material Adverse Effect, there are no current or, to the knowledge of the Company, threatened strikes, slowdowns or work stoppages, and no such strike, slowdown or work stoppage has occurred within the three years preceding the date hereof, the Company has made available to Parent a list of each Company Equity Award outstanding as of December 9, 2020 that includes (A) the number of shares of Company Common Stock underlying such Company Equity Award (assuming achievement of the applicable performance goals at the target level in the case of any such Company Equity Award that is a Company PSU Award), (B) the exercise price of each such Company Equity Award that is a Company Stock Option, and (C) the vesting schedule of each such Company Equity Award that is unvested as of December 9, 2020.

Employees and Employee Benefit Plans. (a) Section 4.18(a3.8(a) of the Company Disclosure Schedule sets forth a true (i) contains an accurate and complete list as of the date of this Agreement of each material Company Employee Plan, (ii) specifies, with respect to each such Company Employee Plan, the applicable jurisdiction covered by such Company Employee Plan and (each Company Employee Plan that provides compensation or benefits exclusively or primarily to employees outside of the United States is subject referred to ERISAherein as an “International Plan”), and (iii) specifies which Company Employee Plans provide for change in control, severance or termination benefits (other than any such benefits that are statutorily required). For each Neither the Company nor any Company Subsidiary has made any plan or commitment to (x) establish any new material Company Employee Plan and each Plan, or (y) materially modify any material Company Employee Plan that is subject to ERISA, the Plan. (b) The Company has made available to Parent a copy Buyer, to the extent applicable, (i) for each written material Company Employee Plan maintained by the Company or any Company Subsidiary, correct and complete copies of all current documents embodying each such plan (or a description, if such plan is not written) and Company Employee Plan including all amendments thereto and material written interpretations thereof, together with a copy of (if applicable) (i) each trust, insurance or other funding arrangementall related trust documents, (ii) for each summary plan description and unwritten material Company Employee Plan, a written summary of the material modificationsterms, (iii) the most recently filed Internal Revenue Service Forms 5500recent annual report (Form Series 5500 as applicable and all audit reports, schedules and financial statements attached thereto), if any, required under ERISA or the Code or by any other applicable legal requirement in connection with each material Company Employee Plan maintained by the Company or any Company Subsidiary, (iv) the most recent favorable determination summary plan description together with each summary of any material modification thereto, if any, required under ERISA or opinion letter from by any other applicable Law with respect to each material Company Employee Plan maintained by the Internal Revenue ServiceCompany or any Company Subsidiary, and (v) all material correspondence to or from any Governmental Entity from the most recently prepared actuarial reports and financial statements in connection with each such past three (3) years relating to any Company Employee Plan, and (vi) all documents and correspondence relating thereto received from or provided Plan related to matters involving a material Liability to the Department of Labor, the PBGC, the Internal Revenue Service Company or any other Governmental Authority during the past year. (b) Neither the Company nor any of its ERISA Affiliates (nor any predecessor of any such entity) sponsors, maintains, administers or contributes to (or has any obligation to contribute to), or has, during the last six years, sponsored, maintained, administered or contributed to (or had any obligation to contribute to), any plan subject to Title IV of ERISA, including any multiemployer plan, as defined in Section 3(37) of ERISASubsidiary. (c) Each Company Employee Plan has been established, maintained, funded and administered in compliance in all material respects with the terms of the applicable controlling documents and in compliance in all material respects with applicable Laws and industry applicable collective bargaining agreements, where applicable. Except as has not had would result in material liability to the Company and would not reasonably be expected to havethe Company Subsidiaries, individually or in the aggregate, taken as a Company Material Adverse Effectwhole, each Company Employee Plan that is intended to be qualified under Section 401(a) of the Code is so qualified and has received a favorable determination letter from the IRS or is the subject of a favorable opinion letter from the Internal Revenue Service or has applied to IRS on the Internal Revenue Service for form of such a letter within Company Employee Plan, in either case, on which the applicable remedial amendment period or such period has not expired Company can rely and, to the knowledge Knowledge of the CompanySeller, there are no facts or circumstances exist that would could be reasonably be expected likely to result in any such letter being revoked or not being reissued or a penalty under adversely affect the Internal Revenue Service Closing Agreement Program if discovered during an Internal Revenue Service audit or investigation. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each trust created under qualified status of any such Company Employee Plan is Plan. No “prohibited transaction,” within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt from tax under Section 501(a408 of ERISA, has occurred with respect to any Company Employee Plan that would result in any material Liability to the Company and the Company Subsidiaries, taken as a whole. Except as would not result in material liability to the Company and the Company Subsidiaries, taken as a whole, there are no actions, suits or claims pending, or, to the Knowledge of the Seller, threatened against any Company Employee Plan or against the assets of any Company Employee Plan. Except as would not result in material liability to the Company and the Company Subsidiaries, taken as a whole, there are no audits, inquiries or proceedings pending or, to the Knowledge of the Seller, threatened by the IRS, Department of Labor, or any other Governmental Entity with respect to any Company Employee Plan. Neither the Company nor any of the Company Subsidiaries is subject to any material penalty or Tax with respect to any Company Employee Plan under Section 502(i) of ERISA or Sections 4975 through 4980 of the Code or similar provisions under other applicable Laws. Except as would not result in material liability to the Company and the Company Subsidiaries, taken as a whole, the Company and the Company Subsidiaries have timely made all contributions and other payments required by and due under the terms of each Company Employee Plan. Except as would not result in material liability to the Company and the Company Subsidiaries, taken as a whole, the Company and its ERISA Affiliates have been in compliance in all material respects with the applicable requirements of Section 4980B of the Code and has been so exempt since its creationany similar state or international law, and the applicable requirements of the Patient Protection and Affordable Care Act of 2010 or similar provisions under other applicable laws, as amended. (d) Except as has not had and would not reasonably be expected result in material liability to have, individually or in the aggregate, a Company Material Adverse Effect, each Company Employee Plan has been maintained in compliance with its terms and all Applicable Law, including ERISA and the Company Subsidiaries, taken as a whole, neither the Company nor any of its ERISA Affiliates maintains, sponsors, contributes to, or is obligated to contribute to, has ever maintained, sponsored, contributed to, or been obligated to contribute to, any (i) pension plan subject to Part 3 of Subtitle B of Title I of ERISA, Title IV of ERISA or Section 412 of the Code. Except , or any other defined benefit pension plan or any defined contribution pension plan, (ii) “funded welfare plan” within the meaning of Section 419 of the Code, (iii) plan maintained or sponsored by a professional employer organization, (iv) multiple employer welfare arrangement, as has not had and would not reasonably be expected defined under Section 3(40)(A) of ERISA (without regard to have, individually or in the aggregate, a Company Material Adverse Effect, no claim (other than routine claims for benefitsSection 514(b)(6)(B) of ERISA), action, suit, investigation established or proceeding maintained for the purpose of offering or providing welfare plan benefits to the employees of two or more employers that are not ERISA Affiliates (including an auditone or more self-employed individuals), or to their beneficiaries, or (v) is pending against or involves or, to the Company’s knowledge, is threatened against or reasonably expected to involve, any Company Employee Plan before any Governmental Authority, including the Internal Revenue Service, the Department of Labor or the PBGCMultiemployer Plan. (e) Except as provided under this Agreement would not result in material liability to the Company and the Company Subsidiaries, taken as a whole, no Company Employee Plan provides, and neither the Company nor any of the Company Subsidiaries has any Liability to any current or pursuant former Company Employee or current or former independent contractors (either individually or to Applicable LawCompany Employees or independent contractors as a group) or any other Person to provide, post-termination or retiree life insurance or health benefits to any Person for any reason, except as may be required by COBRA or other applicable statute at the sole expense of the participant or the participant’s dependent or beneficiary. (f) Each Company Employee Plan that constitutes a “nonqualified deferred compensation plan” (as defined in Section 409A(d)(1) of the Code, whether or not subject to Section 409A of the Code) has been operated and maintained in documentary and operational compliance with respect Section 409A of the Code or similar applicable Laws. No compensation has been or would reasonably be expected to each directorbe includable in the gross income of any “service provider” (within the meaning of Section 409A of the Code, officer, whether or employee (including each former director, officer, or employeenot subject to Section 409A of the Code) of the Company or any of its Subsidiaries, the consummation Company Subsidiary as a result of the transactions contemplated by this Agreement will not, either alone or together with any other event: (i) entitle any such individual to any payment or benefit, including any bonus, retention, severance, retirement or job security payment or benefit, (ii) accelerate the time operation of payment or vesting or trigger any payment or funding (through a grantor trust or otherwise) of compensation or benefits under, or increase the amount payable or trigger any other obligation under, any Company Employee Plan, (iii) contractually limit or restrict the right Section 409A of the Code or similar applicable laws. There is no contract by which the Company is bound to compensate or reimburse any of its Subsidiaries or, after the Closing, Parent Person for excise taxes paid pursuant to merge, amend Sections 4999 or terminate any Company Employee Plan or (iv) result in the payment of any “excess parachute payment” (as defined in Section 280G(b)(1) 409A of the Code). (f) Neither the Company nor any of its Subsidiaries has any current or projected liability for, and no Company Employee Plan provides or promises, any post-employment or post-retirement medical, dental, disability, hospitalization, life Code or similar benefits (whether insured or self-insured) to any director, officer, or employee (including any former director, officer, or employee) of the Company or any of its Subsidiaries (other than coverage mandated by Applicable Law)applicable laws. (g) Neither the Company execution and delivery of this Agreement nor the consummation of any of its Subsidiaries has the transactions contemplated hereby would reasonably be expected to (either alone or in combination with one or more events or circumstances, including any obligation termination of employment or service): (i) result in any compensation or benefit (including severance, golden parachute, bonus payments or otherwise) becoming due to gross-up, indemnify any current or former Company Employee or current or former independent contractors; (ii) increase or otherwise reimburse enhance of any Person for compensation or benefit otherwise payable to any Tax incurred by such Person current or former Company Employee or current or former independent contractors; (iii) result in the acceleration of the time of payment, funding or vesting of any compensation or benefit under any Company Employee Plan; (iv) result in the acceleration or forgiveness (in whole or in part) of any outstanding loan to any current or former Company Employee or current or former independent contractors; (v) require any contributions or payments to fund any obligations under any Company Employee Plan; or (vi) give rise directly or indirectly to the payment of a “parachute payment” within the meaning of Section 409A or 4999 280G(b)(2) of the Code. (h) With respect to any Company Employee Plan for Without limiting the benefit of Company employees or dependents thereof who perform services or who are employed outside generality of the United States (a “Non-U.S. Plan”)other provisions of this Section 3.8, except as has not had and would not reasonably be expected result in material liability to havethe Company and the Company Subsidiaries, individually or in the aggregatetaken as a whole, a Company Material Adverse Effect: (i) if each International Plan that, under applicable Laws, is required to have been be registered or approved by any non-U.S. a Governmental Authority (or permitted to have been approved to obtain any beneficial Tax or other status)Entity, such Non-U.S. Plan has been so registered or approved or timely submitted for approval; no such approval and has been revoked (normaintained in all material respects in good standing with all applicable Governmental Entities, and, to the knowledge Knowledge of the CompanySeller, has revocation been threatened) and no event has occurred since the date of the most recent approval or application therefor relating to any such International Plan that is could reasonably likely be expected to adversely affect any such approval or increase good standing. Except as would not result in material liability to the costs relating thereto; Company and the Company Subsidiaries, taken as a whole, each International Plan that is intended to qualify for special Tax treatment meets the requirements for such treatment in all material respects. Except as would not result in material liability to the Company and the Company Subsidiaries, taken as a whole, all contributions to, including for the avoidance of doubt all social security charges and statutory and voluntary pension contributions, and payments from, each International Plan under the terms of such plan or applicable Laws have been timely made in all material respects, and all contributions that are not yet due have been accrued in accordance with country-specific accounting practices. (i) Section 3.8(i)(i) of the Company Disclosure Schedule sets forth an accurate and complete list of all Company Employees as of the date hereof, setting forth for each employee his or her position or job title, start date, service recognition dates (if different than start date), status as exempt or non-exempt from applicable wage and hour laws, pay type (salary, hourly or other), annual base salary, hourly or other rate of compensation (as applicable), commission, bonus or other cash incentive opportunity as of the date of this Agreement, principal work location by city, state/province and country and employing entity. Section 3.8(i)(ii) of the Company Disclosure Schedule sets forth a materially accurate and complete list of all of independent contractors, consultants, temporary employees, temporary agency workers (uitzendkrachten), payroll employees or leased employees of the Company or a Company Subsidiary or other agents employed or used by the Company or a Company Subsidiary and classified by the Company or an applicable Company Subsidiary as other than employees as of the date hereof (“Contingent Workers”), showing for each Contingent Worker such individual’s role in the business, fee or compensation arrangements, initial date retained by the Company or an applicable Company Subsidiary to provide services, and primary location from which services are performed. (j) Except as would not result in material liability to the Company and the Company Subsidiaries, taken as a whole, since December 31, 2021 (and for the Dutch Company Subsidiary since the date that the Dutch Company Subsidiary has been established), (i) the Company and each of the Company Subsidiaries are and have been in compliance with all applicable Laws with respect to labor or employment, including all Laws respecting fair employment practices, discrimination in employment, terms and conditions of employment, employee benefits, hiring, background checks, wages and hours (including meal and rest breaks and payment of minimum wage and overtime), pay equity, plant closing, mass layoff, harassment, retaliation, accommodations, engagement of Contingent Workers, pay slips, working hours, overtime, working during rest days, social benefits contributions, termination and severance payment, engaging employees through service providers (including Contingent Workers), collective bargaining, civil rights, disability rights of benefits, affirmative action, workers’ compensation, secondment, employee leave issues, sick time, privacy issues, fringe benefits, the collection and payment of withholding or social security taxes and any similar tax, occupational safety and health and employment practices and immigration, or any other labor or employment related matters (collectively, “Employment Laws”), and (ii) if intended to be funded and/or book reserved, such Non-U.S. Plan is fully funded and/or book reserved, as appropriate, based upon reasonable actuarial assumptions; (iii) the Company and each of the Company Subsidiaries have had no material liability exists Liability by reason of an individual who performs or reasonably could be imposed upon the assets of performed services for the Company or any of its the Company Subsidiaries by reason of such Non-U.S. in any capacity being improperly excluded from participating in a Company Employee Plan; and (iv) the financial statements of such Non-U.S. Plan (if any) accurately reflect such Non-U.S. Plan’s liabilities. (k) Except as would not result in material liability to the Company and the Company Subsidiaries, taken as a whole, (i) On or prior to the date hereof, the Company has made available and the Company Subsidiaries have paid, or caused to Parent a list of each be paid, in full to all Company Equity Award outstanding as of December 9Employees and Contingent Workers all wages, 2020 that includes salaries, overtime, commissions, bonuses, benefits and other compensation which have been earned and become due and owing to current or former Company Employees and Contingent Workers, and (ii) the Company and the Company Subsidiaries do not have any Liability with respect to any misclassification of: (A) any Person as an independent contractor or agent rather than as an employee (or vice versa); (B) any current or former Contingent Worker; or (C) any current or former Company Employee currently or formerly classified as exempt from overtime wages. (l) Except as would not result in material liability to the number of shares of Company Common Stock underlying such and the Company Equity Award (assuming achievement Subsidiaries, taken as a whole, since December 31, 2021, neither the Company nor any of the applicable performance goals at the target level Company Subsidiaries (i) is liable for any payment to any trust or other fund or to any Governmental Entity, with respect to unemployment compensation benefits, social security or other benefits or obligations for Company Employees or Contingent Workers (other than routine payments to be made in the case normal course of any such Company Equity Award that is a Company PSU Awardbusiness based on statutory plans), (Bii) has engaged any consultants, sub-contractors or freelancers who, according to applicable Law, would be entitled to the exercise price rights of each such an employee vis-à-vis the Company Equity Award that or any of the Company Subsidiaries, including rights to severance pay or vacation or (iii) is a party to a conciliation agreement, consent decree or other agreement or order with any Governmental Entity. (m) Except as would not result in material liability to the Company Stock Optionand the Company Subsidiaries, taken as a whole, (i) there are no controversies pending or, to the Knowledge of the Seller, threatened between the Company or any of the Company Subsidiaries and any of the current or former Company Employees or other current or former Contingent Workers, which controversies have or have threatened to result in an action, arbitration, suit, proceeding, claim, arbitration or investigation before any Governmental Entity, and (Cii) the vesting schedule Company and each of each the Company Subsidiaries have not received any notice from any Governmental Entity or any other Person regarding any actual, alleged or potential violation of, or failure to comply with, any term or requirement of any applicable Employment Laws, which remains unresolved in respect of employment and employment practices and terms and conditions of employment and wages and hours (including all such Company Equity Award that is unvested as Laws relating to termination of December 9employment, 2020.labor relations, equal employment, fair employment practices, severance pay, vacation or other paid time off, prohibited discrimination, immigration status, visas, unemployment, occupational safety and health standards and wages and hours, employee classification, employee leasing, labor rela

Employees and Employee Benefit Plans. (a) Section 4.18(a4.17(a) of the Company Disclosure Schedule sets forth Letter contains a true complete and complete accurate list of each material “employee benefit plan,” as defined in Section 3(3) of ERISA (whether or not subject to ERISA and whether maintained for the benefit of current or former employees, directors or individuals who are independent contractors located in the United States or outside the United States), each material employment Contract (other than standard forms of employment agreements with employees outside of the United States that do not provide for material severance compensation), severance Contract or plan, and each other material plan, program, policy, fund, provident fund, gratuity, agreement, or arrangement, whether written or unwritten, providing for compensation, bonuses or other incentive compensation, profit-sharing, equity compensation or other forms of incentive or deferred compensation, health, medical or welfare benefits, workers compensation, fringe benefits, 13 month or similar benefits or post-employment or retirement benefits (including pension, health, medical or life insurance benefits, whether insured or self-insured) that is maintained, administered or contributed to by the Company or any of its Subsidiaries or their respective ERISA Affiliates or with respect to which the Company or any of its Subsidiaries or their respective ERISA Affiliates has any material liability, other than any plan, program, policy, agreement or arrangement mandated by applicable Law (each such plan, program, policy, agreement or arrangement, whether or not material, is referred to herein as a “Company Plan”). Within 60 days following the date of this Agreement of each material Company Employee Plan and each Company Employee Plan that is subject to ERISA. For each material Company Employee Plan and each Company Employee Plan that is subject to ERISAAgreement, the Company shall use commercially reasonable efforts to provide Parent a list of all Company Plans identified by jurisdiction. (b) The Company has made available to Parent a copy Parent, to the extent applicable: (i) copies of such plan (or a description, if such plan is not written) each material Company Plan and all amendments thereto and material written interpretations thereof, together with a copy of (if applicable) (i) each trust, insurance or other funding arrangementthereto, (ii) the most recent annual report (Form 5500 including, if applicable, Schedule B thereto) required under ERISA or the Code in connection with each summary plan description and summary of material modificationsCompany Plan, (iii) the most recently filed Internal Revenue Service Forms 5500recent actuarial or other funding report for each material Company Plan, (iv) the most recent favorable determination or opinion letter from the Internal Revenue Servicesummary plan description required under ERISA with respect to each material Company Plan, (v) the most recently prepared actuarial reports and financial statements in connection with each such Company Employee Planall material Collective Bargaining Agreements, and (vi) all documents and correspondence relating thereto received from or provided to the Department of Labor, the PBGC, the most recent Internal Revenue Service determination or any other Governmental Authority during the past year. (b) Neither the Company nor any of its ERISA Affiliates (nor any predecessor of any such entity) sponsors, maintains, administers or contributes opinion letter issued with respect to (or has any obligation to contribute to), or has, during the last six years, sponsored, maintained, administered or contributed to (or had any obligation to contribute to), any plan subject to Title IV of ERISA, including any multiemployer plan, as defined in Section 3(37) of ERISA. (c) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Company Employee Plan that is intended to be qualified under Section 401(a) of the Code. (c) Other than the ESPP and the Japan ESPP, neither the Company nor any of its Subsidiaries has sponsored or is currently sponsoring an employee stock purchase plan with respect to Company Shares. (d) Neither the Company nor any ERISA Affiliate maintains, contributes to, or sponsors (or has in the past six years maintained, contributed to, or sponsored) a multiemployer plan as defined in Section 3(37) of ERISA, 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 or a plan that is subject to Title IV or Section 302 of ERISA or Section 412, 430 or 4971 of the Code. (e) Each Company Plan intended to qualify under Section 401(a) of the Code has received a favorable determination or opinion letter from the Internal Revenue Service or has applied upon which it may rely regarding its qualified status under the Code for all statutory and regulatory changes with respect to plan qualification requirements for which the Internal Revenue Service for will issue such a letter within and nothing has occurred that caused or would reasonably be expected to result in the applicable remedial amendment period loss of such qualification or such period the imposition of any material penalty or material Tax liability. No Proceeding has not expired andbeen asserted, instituted or, to the knowledge of the Company, no circumstances exist that threatened against any of the Company Plans (other than routine claims for benefits and appeals of such claims), or any of the assets of any trust of any of the Company Plans, any trustee or fiduciary thereof to which the Company has an indemnification obligation or the Company or any of its ERISA Affiliates, except as would reasonably be expected to result in any such letter being revoked or not being reissued or a penalty under the Internal Revenue Service Closing Agreement Program if discovered during an Internal Revenue Service audit or investigation. Except as has not had and would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, each trust created under any such . Each Company Employee Plan is exempt from tax under Section 501(a) of the Code complies in form and has been so exempt since maintained and operated in accordance with its creation. (d) Except as has not had terms and applicable Law, including, without limitation, ERISA and the Code, other than instances of noncompliance that would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, each . No Company Employee Plan has been maintained in compliance with its terms provides post-termination or retirement health and all Applicable Law, including ERISA and the Code. Except as has not had and would not reasonably be expected welfare benefits to have, individually any current or in the aggregate, a Company Material Adverse Effect, no claim (other than routine claims for benefits), action, suit, investigation or proceeding (including an audit) is pending against or involves or, to the Company’s knowledge, is threatened against or reasonably expected to involve, any Company Employee Plan before any Governmental Authority, including the Internal Revenue Service, the Department of Labor or the PBGC. (e) Except as provided under this Agreement or pursuant to Applicable Law, with respect to each director, officer, or former employee (including each former director, officer, or employee) of the Company or any of its Subsidiaries, except as required under Section 4980B of the Code, Part 6 of Title I of ERISA. (f) The consummation of the transactions contemplated by this Agreement will not, not (either alone or together with any other event: subsequent termination of employment or service) (i) entitle any such employee, director, or individual who is an independent contractor of the Company or any of its Subsidiaries (whether current, former or retired) or their beneficiaries to any payment payment, right or benefit, including any bonus, retention, severance, retirement or job security payment or other benefit, (ii) accelerate the time of payment or vesting or trigger any payment or funding (through a grantor trust or otherwise) of any compensation or benefits underbenefits, or (iii) increase the amount payable or trigger any other obligation under, pursuant to any Company Employee Plan, Plan or (iiiiv) contractually limit or restrict result in any limitation on the right of the Company or any of its Subsidiaries orto amend, after the Closing, Parent to merge, amend terminate or terminate receive a reversion of assets from any Company Employee Plan or (iv) result in the payment of any “excess parachute payment” (as defined in Section 280G(b)(1) of the Code). (f) Neither the Company nor any of its Subsidiaries has any current or projected liability for, and no Company Employee Plan provides or promises, any post-employment or post-retirement medical, dental, disability, hospitalization, life or similar benefits (whether insured or self-insured) to any director, officer, or employee (including any former director, officer, or employee) of the Company or any of its Subsidiaries (other than coverage mandated by Applicable Law)related trust. (g) Without limiting the generality of Section 4.17(f), no amounts payable to any “disqualified individual” will fail to be deductible for federal income tax purposes by virtue of Section 280G of the Code or subject to an excise tax under Section 4999 of the Code as a result of the occurrence of the transactions contemplated by this Agreement. Neither the Company nor any of its Subsidiaries has any obligation to gross-up, indemnify or otherwise reimburse any Person current or former employee, director or independent contractor of the Company or any of its Subsidiaries for any Tax incurred by such Person individual, including under Section 409A 409A, 457A or 4999 of the Code. (h) With respect Each Company Plan that is a “nonqualified deferred compensation plan” (as defined for purposes of Section 409A(d)(1) or 457A of the Code) has been in documentary and operational compliance with Sections 409A and 457A of the Code, as applicable, and all applicable Internal Revenue Service guidance promulgated thereunder, other than any compliance failures that would not reasonably be expected to result in any material penalty or material Tax liability. (i) Each Company Employee Plan for that is mandated by the benefit Laws of Company employees a government other than the United States or dependents thereof who perform services is subject to the Laws of Puerto Rico or who are employed a jurisdiction outside of the United States (a “Non-U.S. Company International Plan”)) (i) if intended to qualify for special Tax treatment, except meets all the requirements for such treatment, other than any failures that would not reasonably be expected to have a Company Material Adverse Effect, and (ii) if required, to any extent, to be funded, book-reserved or secured by an insurance policy, is fully funded, book-reserved or secured by an insurance policy, as applicable, based on reasonable actuarial assumptions in accordance with applicable accounting principles. (j) Other than instances of noncompliance that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, (i) the Company and its Subsidiaries are in compliance with all applicable Laws in respect of employment and employment practices and terms and conditions of employment and wages and hours, (ii) no Person has not had been treated as an independent contractor of the Company or any of its Subsidiaries for Tax purposes, or for purposes of exclusion from any Company Plan, who should have been treated as an employee for such purposes, (iii) the Company and its Subsidiaries have no liability by reason of an individual who performs or performed services for the Company or its Subsidiaries in any capacity being improperly excluded from participating in a Company Plan, and (iv) each employee of the Company and its Subsidiaries has been properly classified as “exempt” or “non-exempt” under applicable Law. (k) Section 4.17(k) of the Company Disclosure Letter contains a complete and accurate list identifying each material Collective Bargaining Agreement. (l) Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect: , (i) if required since January 1, 2014, none of the Company or any of its Subsidiaries has breached or otherwise failed to comply with the provisions of any Collective Bargaining Agreement and there are no grievances or arbitrations outstanding thereunder; (ii) there are (and since January 1, 2014 have been approved by any non-U.S. Governmental Authority (or permitted to have been approved to obtain any beneficial Tax or other status)been) no labor organizational campaigns, such Non-U.S. Plan has been so approved or timely submitted corporate campaigns, petitions, demands for approval; no such approval has been revoked (norrecognition or, to the knowledge of the Company, has revocation been threatened) and no event has occurred since the date other unionization activities seeking recognition of the most recent approval or application therefor that is reasonably likely to affect any such approval or increase the costs relating thereto; (ii) if intended to be funded and/or book reserved, such Non-U.S. Plan is fully funded and/or book reserved, as appropriate, based upon reasonable actuarial assumptions; (iii) no material liability exists or reasonably could be imposed upon the assets of a bargaining unit at the Company or any of its Subsidiaries by reason Subsidiaries; (iii) there are (and since January 1, 2014 have been) no unfair labor practice charges, grievances, arbitrations or other complaints or union matters before the National Labor Relations Board or other labor board of Governmental Authority that would reasonably be expected to affect the employees of the Company and its Subsidiaries; (iv) there are no current or, to the knowledge of the Company, threatened strikes, slowdowns, lockouts, organized labor disputes or work stoppages, and no such Non-U.S. Planstrike, slowdown, lockout, organized labor dispute or work stoppage has occurred since January 1, 2014; and (ivv) the financial statements execution, delivery and performance of such Non-U.S. Plan (if any) accurately reflect such Non-U.S. Plan’s liabilities. (i) On or prior to this Agreement and the date hereof, the Company has made available to Parent a list of each Company Equity Award outstanding as of December 9, 2020 that includes (A) the number of shares of Company Common Stock underlying such Company Equity Award (assuming achievement consummation of the applicable performance goals at the target level transactions contemplated by this Agreement will not result in the case any breach or other violation of any such Company Equity Award that is a Company PSU Award), (B) the exercise price of each such Company Equity Award that is a Company Stock Option, and (C) the vesting schedule of each such Company Equity Award that is unvested as of December 9, 2020Collective Bargaining Agreement.

Employees and Employee Benefit Plans. (a) Section 4.18(a4.17(a) of the Company Disclosure Schedule sets forth a true and complete list as of the date of this Agreement of each material Company Employee Plan and each Company Employee Plan that is subject to ERISA. For each material Company Employee Plan and each Company Employee Plan that is subject to ERISA, the Company has made available to Parent a copy of such plan (or a description, if such plan is not written) and all amendments thereto and material written interpretations thereof, together with a copy of (if applicable) (i) each trust, insurance or other funding arrangement, (ii) each summary plan description and summary of material modifications, (iii) the most recently filed Internal Revenue Service Forms 5500, (iv) the most recent favorable determination or opinion letter from the Internal Revenue Service, (v) the most recently prepared actuarial reports and financial statements in connection with each such Company Employee Plan, and (vi) all documents and correspondence relating thereto received from or provided to the Department of Labor, the PBGC, the Internal Revenue Service or any other Governmental Authority during the past year. (b) Neither the Company nor any of its ERISA Affiliates (nor any predecessor of any such entity) sponsors, maintains, administers or contributes to (or has any obligation to contribute to), or has, during the last six years, sponsored, maintained, administered or contributed to (or had any obligation to contribute to), any plan subject to Title IV of ERISA, including any multiemployer plan, as defined in Section 3(37) of ERISA. (c) Except as has not had and would not reasonably be expected to havehad, individually or in the aggregate, a Company Material Adverse Effect, each Company Employee Plan that is intended to be qualified under Section 401(a) of the Code has received a favorable determination or opinion letter from the Internal Revenue Service or has applied to the Internal Revenue Service for such a letter within the applicable remedial amendment period or such period has not expired and, to the knowledge of the Company, no circumstances exist that would reasonably be expected to result in any such letter being revoked or not being reissued or a penalty under the Internal Revenue Service Closing Agreement Program if discovered during an Internal Revenue Service audit or investigation. Except as has not had and would not reasonably be expected to havehad, individually or in the aggregate, a Company Material Adverse Effect, each trust created under any such Company Employee Plan is exempt from tax under Section 501(a) of the Code and has been so exempt since its creation. (d) Except as has not had and would not reasonably be expected to havehad, individually or in the aggregate, a Company Material Adverse Effect, (i) each Company Employee Plan has been maintained in compliance with its terms and all Applicable Law, including ERISA and the Code, and (ii) each Company Employee Plan is fully funded in accordance with its terms and all Applicable Laws and generally accepted actuarial principles and practices. Except as has not had and would not reasonably be expected to havehad, individually or in the aggregate, a Company Material Adverse Effect, no claim (other than routine claims for benefits), action, suit, investigation or proceeding (including an audit) is pending against or involves or, to the Company’s knowledge, is threatened against or reasonably expected to involve, any Company Employee Plan before any Governmental Authority, including the Internal Revenue Service, the Department of Labor or the PBGC. (e) Except as provided under this Agreement or pursuant to Applicable Law, with respect to each director, officer, or employee (including each former director, officer, or employee) of the Company or any of its Subsidiaries, the consummation of the transactions contemplated by this Agreement will not, either alone or together with any other event: (i) entitle any such individual to any payment or benefit, including any bonus, retention, severance, retirement or job security payment or benefit, (ii) accelerate the time of payment or vesting or trigger any payment or funding (through a grantor trust or otherwise) of compensation or benefits under, or increase the amount payable or trigger any other obligation under, any Company Employee Plan, (iii) contractually limit or restrict the right of the Company or any of its Subsidiaries or, after the Closing, Parent to merge, amend or terminate any Company Employee Plan or (iv) result in the payment of any “excess parachute payment” (as defined in Section 280G(b)(1) of the Code). (f) Neither the Company nor any of its Subsidiaries has any current or projected liability for, and no Company Employee Plan provides or promises, any post-employment or post-retirement medical, dental, disability, hospitalization, life or similar benefits (whether insured or self-insured) to any director, officer, or employee (including any former director, officer, or employee) of the Company or any of its Subsidiaries (other than coverage mandated by Applicable Law). (g) Neither the Company nor any of its Subsidiaries has any obligation to gross-up, indemnify or otherwise reimburse any Person for any Tax incurred by such Person under Section 409A or 4999 of the Code. (h) With respect to any Company Employee Plan for the benefit of Company employees or dependents thereof who perform services or who are employed outside of the United States (a “Non-U.S. Plan”), except as has not had and would not reasonably be expected to havehad, individually or in the aggregate, a Company Material Adverse Effect: (i) if required to have been approved by any non-U.S. Governmental Authority (or permitted to have been approved to obtain any beneficial Tax or other status), such Non-U.S. Plan has been so approved or timely submitted for approval; no such approval has been revoked (nor, to the knowledge of the Company, has revocation been threatened) and no event has occurred since the date of the most recent approval or application therefor that is reasonably likely to affect any such approval or increase the costs relating thereto; (ii) if intended to be funded and/or book reserved, such Non-U.S. Plan is fully funded and/or book reserved, as appropriate, based upon reasonable actuarial assumptions; (iii) no material liability exists or reasonably could be imposed upon the assets of the Company or any of its Subsidiaries by reason of such Non-U.S. Plan; and (iv) the financial statements of such Non-U.S. Plan (if any) accurately reflect such Non-U.S. Plan’s liabilities. (i) On or prior to the date hereof, the Company has made available to Parent a list of each Company Equity Award outstanding as of December 9, 2020 that includes (A) the number of shares of Company Common Stock underlying such Company Equity Award (assuming achievement of the applicable performance goals at the target level in the case of any such Company Equity Award that is a Company PSU Award), (B) the exercise price of each such Company Equity Award that is a Company Stock Option, and (C) the vesting schedule of each such Company Equity Award that is unvested as of December 9, 2020.

Employees and Employee Benefit Plans. (a) Section 4.18(a) 4.17 of the Company Disclosure Schedule sets forth Letter contains a true correct and complete list as of the date of this Agreement of identifying each material Company Employee Plan Plan. For purposes of this Agreement, (i) “Company Plan” means each “employee benefit plan,” as defined in Section 3(3) of ERISA, each employment agreement, severance agreement or plan, and each other plan, program, fund, or agreement, whether written or unwritten, providing for compensation, bonuses, profit-sharing, equity compensation or other forms of incentive or deferred compensation, insurance (including any self-insured arrangements), vacation, health or medical benefits, disability or sick leave payments, change of control payments, or post-employment or retirement benefits (including compensation, pension, health, medical or life insurance benefits) which is maintained, administered or contributed to by the Company Employee or any Affiliate and covers any current or former employee, officer, director, or other service provider of the Company or any of its Affiliates, or with respect to which the Company or any of its Affiliates has any liability, other than a Multiemployer Plan; (ii) “Non-U.S. Company Plan” means each Company Plan that primarily covers current or former employees, officers, directors or other service providers of the Company or any of its Affiliates based outside of the United States and/or which is governed by the Law of any jurisdiction outside of the United States (other than any plan or program maintained by a Governmental Authority to which the Company or any of its Affiliates is required to contribute pursuant to applicable Law); and (iii) “U.S. Company Plan” means each Company Plan that is subject to ERISAnot a Non-U.S. Company Plan. For each material Company Employee Plan and each Company Employee Plan that is subject to ERISA, the The Company has made available to Parent a copy with respect to each material U.S. Company Plan: (A) copies of all material documents embodying and relating to each such U.S. Company Plan, including the plan (or a descriptiondocument, if such plan is not written) and all amendments thereto and material written interpretations thereof, together with a copy of (if applicable) (i) each trust, insurance or other funding arrangementall related trust documents, (ii) each summary plan description and summary of material modifications, (iii) the most recently filed Internal Revenue Service Forms 5500, (ivB) the most recent favorable annual report (Form 5500 including, if applicable, Schedule B thereto) and tax return (Form 990), if any, required under ERISA or the Code in connection therewith or its related trust, (C) the most recent actuarial report (if applicable), (D) the most recent summary plan description, if any, required under ERISA, and (E) the most recent Internal Revenue Service determination or opinion letter from the Internal Revenue Service, (v) the most recently prepared actuarial reports and financial statements in connection issued with respect to each such U.S. Company Employee Plan, and (vi) all documents and correspondence relating thereto received from or provided to the Department of Labor, the PBGC, the Internal Revenue Service or any other Governmental Authority during the past year. (b) Neither the Company nor any of its ERISA Affiliates (nor any predecessor of any such entity) sponsors, maintains, administers or contributes to (or has any obligation to contribute to), or has, during the last six years, sponsored, maintained, administered or contributed to (or had any obligation to contribute to), any plan subject to Title IV of ERISA, including any multiemployer plan, as defined in Section 3(37) of ERISA. (c) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Company Employee Plan that is intended to be qualified under Section 401(a) of the Code has received a favorable determination or opinion letter from the Internal Revenue Service or has applied to the Internal Revenue Service for such a letter within the applicable remedial amendment period or such period has not expired and, to the knowledge of the Company, no circumstances exist that would reasonably be expected to result in any such letter being revoked or not being reissued or a penalty under the Internal Revenue Service Closing Agreement Program if discovered during an Internal Revenue Service audit or investigation. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each trust created under any such Company Employee Plan is exempt from tax under Section 501(a) of the Code and has been so exempt since its creation. (d) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Company Employee Plan has been maintained in compliance with its terms and all Applicable Law, including ERISA and the Code. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, no claim (other than routine claims for benefits), action, suit, investigation or proceeding (including an audit) is pending against or involves or, to the Company’s knowledge, is threatened against or reasonably expected to involve, any Company Employee Plan before any Governmental Authority, including the Internal Revenue Service, the Department of Labor or the PBGC. (e) Except as provided under this Agreement or pursuant to Applicable Law, with respect to each director, officer, or employee (including each former director, officer, or employee) of the Company or any of its Subsidiaries, the consummation of the transactions contemplated by this Agreement will not, either alone or together with any other event: (i) entitle any such individual to any payment or benefit, including any bonus, retention, severance, retirement or job security payment or benefit, (ii) accelerate the time of payment or vesting or trigger any payment or funding (through a grantor trust or otherwise) of compensation or benefits under, or increase the amount payable or trigger any other obligation under, any Company Employee Plan, (iii) contractually limit or restrict the right of the Company or any of its Subsidiaries or, after the Closing, Parent to merge, amend or terminate any Company Employee Plan or (iv) result in the payment of any “excess parachute payment” (as defined in Section 280G(b)(1) of the Code). (f) Neither the Company nor any of its Subsidiaries has any current or projected liability for, and no Company Employee Plan provides or promises, any post-employment or post-retirement medical, dental, disability, hospitalization, life or similar benefits (whether insured or self-insured) to any director, officer, or employee (including any former director, officer, or employee) of the Company or any of its Subsidiaries (other than coverage mandated by Applicable Law). (g) Neither the Company nor any of its Subsidiaries has any obligation to gross-up, indemnify or otherwise reimburse any Person for any Tax incurred by such Person under Section 409A or 4999 of the Code. (h) With respect to any Company Employee Plan for the benefit of Company employees or dependents thereof who perform services or who are employed outside of the United States (a “Non-U.S. Plan”), except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect: (i) if required to have been approved by any non-U.S. Governmental Authority (or permitted to have been approved to obtain any beneficial Tax or other status), such Non-U.S. Plan has been so approved or timely submitted for approval; no such approval has been revoked (nor, to the knowledge of the Company, has revocation been threatened) and no event has occurred since the date of the most recent approval or application therefor that is reasonably likely to affect any such approval or increase the costs relating thereto; (ii) if intended to be funded and/or book reserved, such Non-U.S. Plan is fully funded and/or book reserved, as appropriate, based upon reasonable actuarial assumptions; (iii) no material liability exists or reasonably could be imposed upon the assets of the Company or any of its Subsidiaries by reason of such Non-U.S. Plan; and (iv) the financial statements of such Non-U.S. Plan (if any) accurately reflect such Non-U.S. Plan’s liabilities. (i) On or prior to the date hereof, the Company has made available to Parent a list of each Company Equity Award outstanding as of December 9, 2020 that includes (A) the number of shares of Company Common Stock underlying such Company Equity Award (assuming achievement of the applicable performance goals at the target level in the case of any such Company Equity Award that is a Company PSU Award), (B) the exercise price of each such Company Equity Award that is a Company Stock Option, and (C) the vesting schedule of each such Company Equity Award that is unvested as of December 9, 2020.

Employees and Employee Benefit Plans. (a) Section 4.18(a5.17(a) of the Company Disclosure Schedule sets forth a true an accurate and complete list identifying each material “employee benefit plan,” as defined in Section 3(3) of ERISA, each material employment, severance or similar Contract and each other material plan or arrangement (written or oral) providing for compensation, bonuses, commission, profit-sharing, stock option or other stock related rights or other forms of incentive or deferred compensation, vacation benefits, insurance (including any self-insured arrangements), health or medical benefits, employee assistance program, disability or sick leave benefits, workers’ compensation, supplemental unemployment benefits, severance benefits, change of control payments, post-employment or retirement benefits and other time-off benefits (including compensation, pension, health, medical or life insurance benefits) which is maintained, administered or contributed to by any of the date Company or its Subsidiaries or any ERISA Affiliate and covers any Service Provider of this Agreement any of each the Company or its Subsidiaries, or with respect to which it has any material Company Employee Plan liability (such Contracts, agreements, arrangements and each Company Employee Plan that is subject to ERISA. For each material Company Employee Plan and each Company Employee Plan that is subject to ERISAother plans, collectively, the Company has made available to Parent a copy of such plan (or a description, if such plan is not written) and all amendments thereto and material written interpretations thereof, together with a copy of (if applicable) (i) each trust, insurance or other funding arrangement, (ii) each summary plan description and summary of material modifications, (iii) the most recently filed Internal Revenue Service Forms 5500, (iv) the most recent favorable determination or opinion letter from the Internal Revenue Service, (v) the most recently prepared actuarial reports and financial statements in connection with each such Company “Employee Plan, and (vi) all documents and correspondence relating thereto received from or provided to the Department of Labor, the PBGC, the Internal Revenue Service or any other Governmental Authority during the past year. (bPlans”) Neither the Company nor any of its ERISA Affiliates (nor Subsidiaries employs or has employed any predecessor Service Provider outside of the United States or maintains any Employee Plan for the benefit of any such entityService Provider who performs services for the Company and its Subsidiaries outside the United States. (b) sponsorsThe Company has furnished or made available to Parent (i) accurate and complete copies of all material documents constituting each Employee Plan (or a written summary thereof) to the extent currently effective; (ii) the most recent annual report (Form 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Employee Plan; (iii) if the Employee Plan is funded, the most recent annual and periodic accounting of Employee Plan assets; (iv) the most recent summary plan description together with a summary of material modifications thereto, if any, required under ERISA with respect to each Employee Plan; and (v) accurate and complete copies of the most recent IRS determination (or opinion) letter if any, issued by the IRS with respect to any Employee Plan that is intended to qualify under Section 401(a) of the Code. (c) No Employee Plan is (and none of the Company, its Subsidiaries or their ERISA Affiliates, maintains, administers or contributes to (to, or has any obligation to contribute to), or has, during the last six years, ever sponsored, maintained, administered contributed to, or contributed to has any actual or contingent liability with respect to) a (i) single employer plan or had any obligation to contribute to), any other pension plan that is subject to Title IV of ERISA, including any ERISA or the funding requirements of Section 302 of ERISA or Section 412 of the Code; (ii) “multiple employer plan” within the meaning of Section 413(c) of the Code; (iii) “multiemployer plan, as defined in ” within the meaning of Section 3(37) of ERISA); or (iv) multiple employer welfare arrangement (within the meaning of Section 3(40) of ERISA). (cd) Except None of the Company, its Subsidiaries or, to the Knowledge of the Company, any trustee, administrator or other third-party fiduciary and/or party-in-interest thereof or of any Company Plan, has engaged in any breach of fiduciary responsibility or any “prohibited transaction” (as such term is defined in Section 406 of ERISA or Section 4975 of the Code) to which Section 406 of ERISA or Section 4975 of the Code applies and which could subject the Company and its Subsidiaries or any ERISA Affiliate to a material tax or material penalty on prohibited transactions imposed by Section 4975 of the Code. Neither the Company nor its Subsidiaries has not had and engaged in a transaction that would not reasonably be expected to haveresult in a material civil penalty under Sections 409 or 502(i) of ERISA and none of the Company, individually its Subsidiaries or in any of their ERISA Affiliates is subject to any material liability or penalty under Sections 4976 through 4980 of the aggregate, Code or Title I of ERISA with respect to any Employee Plan. (e) Except as would not have a Company Material Adverse Effect, each of the Company or its Subsidiaries (i) has performed all obligations required to be performed by it under each Employee Plan and (ii) is not in default with respect to or in violation of, and has no Knowledge of any default or violation by any other party to, any Employee Plan. Except as would not have a Company Material Adverse Effect, each Employee Plan (i) has been established, operated and maintained in accordance with its terms and in compliance with Applicable Law, including ERISA and the Code and (ii) that is intended to be qualified under Section 401(a) of the Code has received a favorable determination letter (or opinion letter letter, if applicable), or has pending or has time remaining in which to file, an application for such determination from the Internal Revenue Service or has applied to the Internal Revenue Service for such a letter within the applicable remedial amendment period or such period has not expired IRS, and, to the knowledge Knowledge of the Company, there is no circumstances exist reason why any such determination (or opinion) letter should be revoked or not be reissued. (f) The consummation of the Transactions will not (either alone or together with any other event, including a subsequent termination of employment or service) (i) entitle any Service Provider of any of the Company or its Subsidiaries to severance pay or a material increase in severance pay upon any termination of employment after the date of this Agreement, (ii) accelerate the time of payment or vesting of compensation or benefits or increase the amount payable under any Employee Plan, (iii) trigger any payment or funding (through a grantor trust or otherwise) of compensation or benefits under any Employee Plan or (iv) trigger any other material obligation pursuant to any Employee Plan (including any acceleration of vesting with respect to a Company Compensatory Award held by employees of the Company or its Subsidiaries as a result of the Offer or the Merger or any termination of employment in connection therewith). Except as set forth in Section 5.17(f) of the Company Disclosure Schedule, no payment or benefit (including vesting of Company Compensatory Awards) that would will or may be made by the Company or its ERISA Affiliates to any Service Provider of any of the Company or its Subsidiaries is reasonably be expected to result be characterized as a “parachute payment” within the meaning of Section 280G(b)(2) of the Code. The Company has made available to Parent copies of any Section 280G calculations prepared in any such letter being revoked connection with the Transactions (whether or not being reissued final) with respect to any Service Provider. There is no Contract by which any of the Company or a penalty its Subsidiaries is bound or has committed to compensate or make whole any Service Provider for excise or additional taxes imposed pursuant to Sections 4999 or 409A of the Code. (g) Except as set forth on the Company Balance Sheet, none of the Company, its Subsidiaries or any ERISA Affiliate has any material current or projected liability in respect of post-retirement health, medical or life insurance benefits for retired, former or current employees of any of the Company or its Subsidiaries or any ERISA Affiliate, except as required to avoid excise tax under Section 4980B of the Internal Revenue Service Closing Agreement Program if discovered during an Internal Revenue Service audit Code or investigation. except for the continuation of coverage through the end of the calendar month in which termination from employment occurs. (h) Each “nonqualified deferred compensation plan” (as defined in Section 409A(d)(1) of the Code) maintained or sponsored by the Company has been operated in compliance in all material respects with Section 409A of the Code and the guidance issued thereunder. (i) Except as has not had and would not be reasonably expected to have, individually or in the aggregate, a Company Material Adverse Effect, there are no pending, or to the Knowledge of the Company, threatened claims (other than routine claims for benefits) by, on behalf of or against any Employee Plan or any trust related thereto which could reasonably be expected to result in any liability to any of the Company or its Subsidiaries, and no audit or other proceeding by a Governmental Authority is pending, or to the Knowledge of the Company, threatened with respect to any Employee Plan. (j) Neither the Company nor any of its Subsidiaries is a party to or bound by, or is currently negotiating in connection with entering into, any collective bargaining agreement or other labor-related contract or arrangement with a labor union or similar organization. To the Knowledge of the Company, since January 1, 2011, there have been no attempts by any labor union, works council or similar organization to organize any employees of the Company or its Subsidiaries. (k) Except as has not had and would not be reasonably expected to have, individually or in the aggregate, a Company Material Adverse Effect, each trust created under any such Company Employee Plan is exempt from tax under Section 501(a) of the Code and has been so exempt since its creation. (d) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Company Employee Plan has been maintained in compliance with its terms and all Applicable Law, including ERISA and the Code. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, no claim (other than routine claims for benefits), action, suit, investigation or proceeding (including an audit) is pending against or involves or, to the Company’s knowledge, is threatened against or reasonably expected to involve, any Company Employee Plan before any Governmental Authority, including the Internal Revenue Service, the Department of Labor or the PBGC. (e) Except as provided under this Agreement or pursuant to Applicable Law, with respect to each director, officer, or employee (including each former director, officer, or employee) of the Company or any of and its Subsidiaries, the consummation of the transactions contemplated by this Agreement will not, either alone or together Subsidiaries is in compliance in all respects with any other event: (i) entitle the Worker Adjustment and Retraining Notification Act of 1988, as amended, or any such individual similar Applicable Law relating to any payment or benefit, including any bonus, retention, severance, retirement or job security payment or benefit, plant closings and layoffs and (ii) accelerate the time Applicable Law respecting labor, employment, immigration, fair employment practices (including equal employment opportunity laws), terms and conditions of payment or vesting or trigger any payment or funding (through a grantor trust or otherwise) employment, classification of compensation or benefits underemployees, or increase the amount payable or trigger any other obligation underworkers’ compensation, any Company Employee Planoccupational safety and health, (iii) contractually limit or restrict the right of the Company or any of its Subsidiaries oraffirmative action, after the Closingemployee privacy, Parent to merge, amend or terminate any Company Employee Plan or (iv) result in the payment of any “excess parachute payment” (as defined in Section 280G(b)(1) of the Code). (f) Neither the Company nor any of its Subsidiaries has any current or projected liability forplant closings, and no Company Employee Plan provides or promises, any post-employment or post-retirement medical, dental, disability, hospitalization, life or similar benefits (whether insured or self-insured) to any director, officer, or employee (including any former director, officer, or employee) of the Company or any of its Subsidiaries (other than coverage mandated by Applicable Law)wages and hours. (g) Neither the Company nor any of its Subsidiaries has any obligation to gross-up, indemnify or otherwise reimburse any Person for any Tax incurred by such Person under Section 409A or 4999 of the Code. (h) With respect to any Company Employee Plan for the benefit of Company employees or dependents thereof who perform services or who are employed outside of the United States (a “Non-U.S. Plan”), except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect: (i) if required to have been approved by any non-U.S. Governmental Authority (or permitted to have been approved to obtain any beneficial Tax or other status), such Non-U.S. Plan has been so approved or timely submitted for approval; no such approval has been revoked (nor, to the knowledge of the Company, has revocation been threatened) and no event has occurred since the date of the most recent approval or application therefor that is reasonably likely to affect any such approval or increase the costs relating thereto; (ii) if intended to be funded and/or book reserved, such Non-U.S. Plan is fully funded and/or book reserved, as appropriate, based upon reasonable actuarial assumptions; (iii) no material liability exists or reasonably could be imposed upon the assets of the Company or any of its Subsidiaries by reason of such Non-U.S. Plan; and (iv) the financial statements of such Non-U.S. Plan (if any) accurately reflect such Non-U.S. Plan’s liabilities. (i) On or prior to the date hereof, the Company has made available to Parent a list of each Company Equity Award outstanding as of December 9, 2020 that includes (A) the number of shares of Company Common Stock underlying such Company Equity Award (assuming achievement of the applicable performance goals at the target level in the case of any such Company Equity Award that is a Company PSU Award), (B) the exercise price of each such Company Equity Award that is a Company Stock Option, and (C) the vesting schedule of each such Company Equity Award that is unvested as of December 9, 2020.

Employees and Employee Benefit Plans. (a) Section 4.18(a) of the Company Disclosure Schedule sets forth a true and complete list as of the date of this Agreement of each material Company Employee Plan that covers employees of the Company and its Subsidiaries working in the United States (each, a “U.S. Company Employee Plan”) and each U.S. Company Employee Plan that is subject to ERISA. For each material U.S. Company Employee Plan and each U.S. Company Employee Plan that is subject to ERISA, the Company has made available to Parent a copy of such plan (or a description, if such plan is not written) and all amendments thereto and material written interpretations thereof, together with a copy of (if applicable) (i) each trust, insurance or other funding arrangement, (ii) each summary plan description and summary of material modifications, (iii) the most recently filed Internal Revenue Service Forms 5500, (iv) the most recent favorable determination or opinion letter from the Internal Revenue Service, (v) the most recently prepared actuarial reports and financial statements in connection with each such U.S. Company Employee Plan, and (vi) all documents and correspondence relating thereto received from or provided to the Department of Labor, the PBGC, the Internal Revenue Service or any other Governmental Authority during the past year. (b) Neither the Company nor any of its ERISA Affiliates (nor any predecessor of any such entity) sponsors, maintains, administers or contributes to (or has any obligation to contribute to), or has, during the last six yearssince January 1, 2017, sponsored, maintained, administered or contributed to (or had any obligation to contribute to), any plan subject to Title IV of ERISA, including any multiemployer plan, as defined in Section 3(37) of ERISA. (c) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Company Employee Plan that is intended to be qualified under Section 401(a) of the Code has received a favorable determination or opinion letter from the Internal Revenue Service or has applied to the Internal Revenue Service for such a letter within the applicable remedial amendment period or such period has not expired and, to the knowledge of the Company, no circumstances exist that would reasonably be expected to result in any such letter being revoked or not being reissued or a penalty under the Internal Revenue Service Closing Agreement Program if discovered during an Internal Revenue Service audit or investigation. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each trust created under any such Company Employee Plan is exempt from tax under Section 501(a) of the Code and has been so exempt since its creation. (d) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, since January 1, 2017, each Company Employee Plan has been maintained in compliance with its terms and all Applicable Law, including ERISA and the Code, and all contributions required to have been made by the Company or any of its Subsidiaries with respect to any benefit or compensation plan, program or other arrangement maintained by a Governmental Authority have been timely made. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, no claim (other than routine claims for benefits), action, suit, investigation or proceeding (including an audit) is pending against or involves or, to the Company’s knowledge, is threatened against or reasonably expected to involve, any Company Employee Plan before any Governmental Authority, including the Internal Revenue Service, the Department of Labor or the PBGC. To the knowledge of the Company, since January 1, 2017, no events have occurred with respect to any Company Employee Plan that would reasonably be expected to result in the assessment of any excise taxes or penalties against the Company or any of its Subsidiaries, except for events that have not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (e) Except as provided under this Agreement has not had and would not reasonably be expected to have, individually or pursuant to Applicable Lawin the aggregate, a Company Material Adverse Effect, with respect to each director, officer, or employee (including each former director, officer, or employee) of the Company or any of its Subsidiaries, the consummation of the transactions contemplated by this Agreement will not, either alone or together with any other event: (i) entitle any such individual to any payment or benefit, including any bonus, retention, severance, retirement or job security payment or benefit, (ii) accelerate the time of payment or vesting or trigger any payment or funding (through a grantor trust or otherwise) of compensation or benefits under, or increase the amount payable or trigger any other obligation under, any Company Employee Plan, Plan or (iii) contractually limit or restrict the right of the Company or any of its Subsidiaries or, after the Closing, Parent to merge, amend or terminate any material Company Employee Plan or (iv) result in the payment of any “excess parachute payment” (as defined in Section 280G(b)(1) of the Code)Plan. (f) Neither the Company nor any of its Subsidiaries has any material current or projected liability for, and no Company Employee Plan provides or promises, any material post-employment or post-retirement medical, dental, disability, hospitalization, life or similar benefits (whether insured or self-insured) to any director, officer, or employee (including any former director, officer, or employee) of the Company or any of its Subsidiaries (other than coverage mandated by Applicable Law). (g) Neither the Company nor any of its Subsidiaries has any obligation to gross-up, indemnify or otherwise reimburse any Person for any Tax incurred by such Person under Section 409A or 4999 of the Code. (h) With respect to any Company Employee Plan for the benefit of Company employees or dependents thereof who perform services or who are employed outside of the United States (a “Non-U.S. Plan”), except Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect: (i) if required , with respect to have been approved any Company Employee Plan covered by any Subtitle B, Part 4 of Title I of ERISA or Section 4975 of the Code, no non-U.S. Governmental Authority (or permitted to have been approved to obtain any beneficial Tax or other status), such Non-U.S. Plan has been so approved or timely submitted for approval; no such approval has been revoked (nor, to the knowledge of the Company, has revocation been threatened) and no event exempt prohibited transaction has occurred since the date of the most recent approval that has caused or application therefor that is would reasonably likely be expected to affect any such approval or increase the costs relating thereto; (ii) if intended to be funded and/or book reserved, such Non-U.S. Plan is fully funded and/or book reserved, as appropriate, based upon reasonable actuarial assumptions; (iii) no material liability exists or reasonably could be imposed upon the assets of cause the Company or any of its Subsidiaries by reason of such Non-U.S. Plan; and (iv) to incur any liability under ERISA or the financial statements of such Non-U.S. Plan (if any) accurately reflect such Non-U.S. Plan’s liabilitiesCode. (i) On or prior to the date hereof, the Company has made available to Parent a list of each Company Equity Award outstanding as of December 9, 2020 that includes (A) the number of shares of Company Common Stock underlying such Company Equity Award (assuming achievement of the applicable performance goals at the target level in the case of any such Company Equity Award that is a Company PSU Award), (B) the exercise price of each such Company Equity Award that is a Company Stock Option, and (C) the vesting schedule of each such Company Equity Award that is unvested as of December 9, 2020.

Employees and Employee Benefit Plans. (a) Section 4.18(a5.15(a) of the Company Disclosure Schedule sets forth contains a true correct and complete list as of the date of this Agreement of identifying each material Company Employee Plan. Except as would not reasonably be expected to result in a material liability to the Company and the Company Subsidiaries, taken as a whole, each Company Plan complies in form and has been maintained and operated in all material respects in accordance with its terms and applicable Law. “Company Plan” means each “employee benefit plan”, as defined in Section 3(3) of ERISA, each employment agreement, consulting agreement, advisor agreement, severance agreement or plan, and each Company Employee Plan that is subject to ERISA. For each material Company Employee Plan and each Company Employee Plan that is subject to ERISAother plan, the Company has made available to Parent a copy of such plan practice, program, fund, agreement or other arrangement, whether written or unwritten, providing for employment, compensation, bonuses, performance awards, commissions, profit-sharing, equity (or a description, if such plan is not writtenequity-based) and all amendments thereto and material written interpretations thereof, together with a copy compensation or other forms of (if applicable) (i) each trustincentive or deferred compensation, insurance or other funding arrangement, (ii) each summary plan description and summary of material modifications, (iii) the most recently filed Internal Revenue Service Forms 5500, (iv) the most recent favorable determination or opinion letter from the Internal Revenue Service, (v) the most recently prepared actuarial reports and financial statements in connection with each such Company Employee Plan, and (vi) all documents and correspondence relating thereto received from or provided to the Department of Labor, the PBGC, the Internal Revenue Service or including any other Governmental Authority during the past year. (b) Neither the Company nor any of its ERISA Affiliates (nor any predecessor of any such entity) sponsors, maintains, administers or contributes to (or has any obligation to contribute toself-insured arrangements), provident or haspension funds (including education funds), during the last six yearsseverance pay, sponsoredfringe benefits, vacation, health or medical benefits, disability or sick-leave payments, loans, separation, relocation, work permits, change of control payments, or post-employment or retirement benefits (including compensation, pension, health, medical or life insurance benefits) which is maintained, administered or contributed to by the Company or any of its ERISA Affiliates and covers any current or former employee, officer, director, or other service provider of the Company or any of its ERISA Affiliates, or with respect to which the Company or any of its ERISA Affiliates has any liability, other than a Multiemployer Plan. The Company has made available to the Investors with respect to each material Company Plan: (or had any obligation A) copies of all material documents embodying and relating to contribute toeach such Company Plan, including the plan document (or, if not written, a written summary of its terms, excluding in this respect, Company Plans that provide benefits solely to the extent mandated by applicable Law), administrative service agreements, group insurance Contracts, all amendments thereto and all related trust documents, (B) all material correspondence to or from any plan subject Governmental Authority relating to Title IV of any Company Plan and the most recent annual report (including Form 5500) and tax return (including Form 990), if any, required under ERISA, including the Code or any multiemployer planother applicable Law in connection therewith, as defined in Section 3(37(C) of the most recent actuarial report (if applicable), (D) the most recent summary plan description, if any, required under ERISA. , (cE) Except as has not had and would not reasonably be expected the most recent Internal Revenue Service determination or opinion letter issued with respect to have, individually or in the aggregate, a each such Company Material Adverse Effect, each Company Employee Plan that is intended to be qualified under Section 401(a) of the Code has received a favorable determination or opinion letter from and (F) non-discrimination test results for the Internal Revenue Service or has applied to the Internal Revenue Service for such a letter within the applicable remedial amendment period or such period has not expired and, to the knowledge of the Company, no circumstances exist that would reasonably be expected to result in any such letter being revoked or not being reissued or a penalty under the Internal Revenue Service Closing Agreement Program if discovered during an Internal Revenue Service audit or investigationmost recent three (3) years. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Each Company Material Adverse Effect, each trust created under any such Company Employee Plan is exempt from tax under Section 501(a) of the Code and has been so exempt since its creation. (d) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Company Employee Plan has been maintained in compliance with its terms and all Applicable Law, including ERISA and the Code. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, no claim (other than routine claims for benefits)an employment agreement or any similar agreement that cannot be terminated without the consent of the other party) can be amended, actionterminated or otherwise discontinued at any time, suit, investigation without the consent of plan participants or proceeding (including an audit) is pending against or involves or, any other Person and without liability to the Company’s knowledge, is threatened against or reasonably expected to involve, Company and any Company Employee Plan before any Governmental Authority, including the Internal Revenue Service, the Department of Labor or the PBGC. (e) Except as provided under this Agreement or pursuant to Applicable Law, with respect to each director, officer, or employee (including each former director, officer, or employee) of the Company or any of its Subsidiaries, the consummation of the transactions contemplated by this Agreement will not, either alone or together with any other event: (i) entitle any such individual to any payment or benefit, including any bonus, retention, severance, retirement or job security payment or benefit, (ii) accelerate the time of payment or vesting or trigger any payment or funding (through a grantor trust or otherwise) of compensation or benefits under, or increase the amount payable or trigger any other obligation under, any Company Employee Plan, (iii) contractually limit or restrict the right of the Company or any of its Subsidiaries or, after the Closing, Parent to merge, amend or terminate any Company Employee Plan or (iv) result in the payment of any “excess parachute payment” (as defined in Section 280G(b)(1) of the Code). (f) Neither the Company nor any of its Subsidiaries has any current or projected liability for, and no Company Employee Plan provides or promises, any post-employment or post-retirement medical, dental, disability, hospitalization, life or similar benefits (whether insured or self-insured) to any director, officer, or employee (including any former director, officer, or employee) of the Company or any of its Subsidiaries Subsidiary (other than coverage mandated by Applicable Lawordinary administrative expenses and in respect of accrued benefits thereunder). (g) Neither the Company nor any of its Subsidiaries has any obligation to gross-up, indemnify or otherwise reimburse any Person for any Tax incurred by such Person under Section 409A or 4999 of the Code. (h) With respect to any Company Employee Plan for the benefit of Company employees or dependents thereof who perform services or who are employed outside of the United States (a “Non-U.S. Plan”), except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect: (i) if required to have been approved by any non-U.S. Governmental Authority (or permitted to have been approved to obtain any beneficial Tax or other status), such Non-U.S. Plan has been so approved or timely submitted for approval; no such approval has been revoked (nor, to the knowledge of the Company, has revocation been threatened) and no event has occurred since the date of the most recent approval or application therefor that is reasonably likely to affect any such approval or increase the costs relating thereto; (ii) if intended to be funded and/or book reserved, such Non-U.S. Plan is fully funded and/or book reserved, as appropriate, based upon reasonable actuarial assumptions; (iii) no material liability exists or reasonably could be imposed upon the assets of the Company or any of its Subsidiaries by reason of such Non-U.S. Plan; and (iv) the financial statements of such Non-U.S. Plan (if any) accurately reflect such Non-U.S. Plan’s liabilities. (i) On or prior to the date hereof, the Company has made available to Parent a list of each Company Equity Award outstanding as of December 9, 2020 that includes (A) the number of shares of Company Common Stock underlying such Company Equity Award (assuming achievement of the applicable performance goals at the target level in the case of any such Company Equity Award that is a Company PSU Award), (B) the exercise price of each such Company Equity Award that is a Company Stock Option, and (C) the vesting schedule of each such Company Equity Award that is unvested as of December 9, 2020.

Employees and Employee Benefit Plans. (a) Section 4.18(a4.10(a) of the Company Disclosure Schedule Letter sets forth a true complete and complete correct list as of the date of this Agreement of each material Company Employee Plan and each Company Employee Plan that is subject Benefit Plan. With respect to ERISA. For each material Company Employee Plan Benefit Plan, a copy of each of the following documents, and each Company Employee Plan that is subject all material amendments and modifications to ERISAsuch documents, the Company has been made available to Parent a copy of such plan (or a descriptionParent, if such plan is not written) and all amendments thereto and material written interpretations thereof, together with a copy of (if to the extent applicable) : (i) each trustthe written document evidencing such Company Benefit Plan or, insurance or other funding arrangementwith respect to any such plan that is not in writing, a written description of the material terms thereof, (ii) each summary plan description and summary of material modificationsthe most recent annual report (Form 5500) filed with the U.S. Internal Revenue Service (“IRS”), (iii) the most recently filed Internal Revenue Service Forms 5500current summary plan description and any summaries of material modifications, (iv) the most recent favorable recently received IRS determination or opinion letter relating to such Company Benefit Plan, (v) the most recent actuarial report and/or financial statement relating to such Company Benefit Plan, (vi) nondiscrimination and coverage testing performed under the Code for the most recently completed year, (vii) copies of material notices, letters, or other correspondence from the Internal Revenue Service, (v) the most recently prepared actuarial reports and financial statements in connection with each such Company Employee Plan, and (vi) all documents and correspondence relating thereto received from or provided to the Department of Labor, the PBGCDepartment of Health and Human Services, the Internal Revenue Service Pension Benefit Guaranty Corporation, or any other Governmental Authority during the past yearrelating to such Company Benefit Plan and (viii) any related trust agreements or other funding arrangements, custodial agreements or insurance policies. (b) Except as, individually or in the aggregate, would not reasonably be expected to be give rise to material Liability to the Company or its Subsidiaries: (i) all Company Benefit Plans ​ comply and have been established, maintained, funded, operated, and administered in accordance with their terms and the requirements of all Laws applicable thereto; (ii) there are no actions, audits, investigations, suits or claims (other than routine claims for benefits) pending or, to the Knowledge of the Company, threatened, involving any Company Benefit Plan; and (iii) there have been no non-exempt “prohibited transactions” within the meaning of Section 4975 of the Code or Section 406 or 407 of ERISA with respect to any Company Benefit Plan. (c) Except as, individually or in the aggregate, would not reasonably be expected to be give rise to material Liability to the Company or its Subsidiaries, each Company Benefit Plan that is intended to be qualified under Section 401(a) of the Code is the subject of a current favorable determination letter from the IRS or was established by adoption of a preapproved plan that is the subject of a current favorable opinion letter from the IRS upon which the Company is permitted to rely, and there are no existing circumstances or events that would reasonably be expected to adversely affect the qualified status of each such Company Benefit Plan. (d) Neither the Company nor any of its ERISA Affiliates (nor any predecessor of any such entity) sponsors, maintains, administers or contributes to (or Subsidiaries has any obligation to contribute to)Liability, or hasis reasonably expected to have any, during the last six years, sponsored, maintained, administered or contributed to (or had any obligation to contribute to), any plan subject to Liability under Title IV of ERISA, including on account of at any multiemployer plantime being considered a single employer under Section 414 of the Code with any other Person. None of the Company Benefit Plans is subject to Title IV of ERISA and neither the Company nor any of its Subsidiaries has any Liability with respect to (i) a Multiemployer Plan, (ii) a Multiple Employer Plan or (iii) a multiple employer welfare arrangement (as defined in Section 3(373(40) of ERISA). Except as set forth in Section 4.10(d) of the Company Disclosure Letter, no Company Benefit Plan provides for medical or death benefits beyond termination of service, other than pursuant to Consolidated Omnibus Budget Reconciliation Act of 1985, as set forth in Section 4980B of the Code and Part 6 of Title I of ERISA. No Company Benefit Plan that provides health benefits is self-funded. (ce) Except as has set forth in Section 4.10(e) of the Company Disclosure Letter, none of the execution, delivery and performance of this Agreement by the Company and the consummation of the Transactions will not had (alone or in combination with any other event): (i) except as expressly provided under this Agreement or required by applicable Law, entitle any current or former employee, officer, director or consultant of the Company or any of its Subsidiaries to any severance pay or benefit or result in any compensation or benefit becoming due, or accelerate the time of payment or vesting of such compensation or benefits, or increase the amount of any compensation or benefits due to any such employee, officer, director or consultant, (ii) trigger any funding obligation under any Company Benefit Plan, (iii) result in any compensation or benefit (including vesting) to any “disqualified individual” (within the meaning of Section 280G of the Code) that would reasonably be expected to, individually or in combination with any other compensation, constitute an “excess parachute payment” (within the meaning of Section 280G(b)(1) of the Code). No Person is entitled to receive any additional payment (including any Tax gross-up or other payment) from the Company or any of its Subsidiaries as a result of the imposition of the excise Taxes required by Section 4999 of the Code or any Taxes required by Section 409A of the Code. (f) Except as, individually or in the aggregate, would not reasonably be expected to be give rise to material Liability to the Company or its Subsidiaries, all Company Benefit Plans ​ subject to the Laws of any jurisdiction outside of the United States (i) have been maintained in accordance with all applicable requirements, (ii) that are intended to qualify for special tax treatment meet all requirements for such treatment, and (iii) that are intended to be funded and/or book-reserved are funded and/or book reserved, as required under applicable Laws and GAAP, based upon reasonable actuarial assumptions. (g) There are no labor unions, works councils, or other labor organizations representing any employees employed by the Company or any of its Subsidiaries. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each since January 1, 2021 through the date hereof, there has not occurred and, to the Knowledge of the Company, there is not threatened, (i) any labor strike, slowdown, picketing, or work stoppage by, or lockout of, or to the Knowledge of the Company, union organizing activities with respect to, any employees of the Company Employee Plan that is intended or any of its Subsidiaries, (ii) any Litigation against the Company or any of its Subsidiaries alleging labor relations or employment law violations filed by an employee or union with the National Labor Relations Board or the Equal Employment Opportunity Commission, or (iii) any application for representation or certification of a labor union, works council, or other labor organization seeking to be qualified under represent any employees of the Company or any of its Subsidiaries. (h) Section 401(a4.10(h)(i) of the Code has received Company Disclosure Letter contains a favorable determination list of all Persons who are employees of the Company as of the date hereof, including any employee who is on a leave of absence of any nature, paid or opinion letter from unpaid, authorized or unauthorized, and sets forth for each such Person the Internal Revenue Service following: (i) name, (ii) title or has applied position (including whether full or part time) and whether classified as exempt or non-exempt for wage and hour purposes under applicable Law, (iii) hire date, (iv) current annual base compensation rate or hourly wage rate, as applicable, (v) commission, bonus, or other incentive-based compensation, (vi) amount of sick and vacation leave that is accrued and unused, and (vii) work location by city and state. Section 4.10(h)(ii) of the Company Disclosure Letter contains a list of all Persons who are engaged as independent contractors of the Company as of the date hereof, and sets forth for each such Person the following: (i) compensation, (ii) how such compensation is calculated (e.g., hourly rate, flat fee, etc.), (iii) a brief description of the nature of the services provided, (iv) the initial date of such Person’s engagement, and the end date of such Person’s engagement, if applicable, and (v) work location by city and state. (i) Except as set forth in Section 4.10(i) of the Company Disclosure Letter, the employment of each employee of the Company is “at will,” and can be terminated at any time without notice to the Internal Revenue Service for such Company. Except as set forth in Section 4.10(i) of the Company Disclosure Letter, the Company is not a letter within recipient of any outsourced or temporary labor from any third party or contracts with a professional employer organization or similar entity. No officer, director or management level employee of the applicable remedial amendment period or such period Company has not expired informed the Company of any plan to terminate employment, and, to the knowledge of the Company, no circumstances exist such Person has any plans to terminate employment with the Company. To the Knowledge of the Company, no employee is a party to or bound by any Contract that would reasonably be expected (i) could adversely affect the performance of his or her duties other than for the benefit of the Company, (ii) could adversely affect the ability of the Company to result conduct its businesses, (iii) restricts or limits in any such letter being revoked way the scope or not being reissued type of work in which he or a penalty under she may be engaged other than for the Internal Revenue Service Closing Agreement Program if discovered during an Internal Revenue Service audit or investigation. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each trust created under any such Company Employee Plan is exempt from tax under Section 501(a) benefit of the Code Company, or (iv) requires him or her ​ to transfer, assign or disclose information concerning his or her work to anyone other than the Company. (j) The Company is and has been so in compliance in all material respects with all applicable Laws pertaining to employment and employment practices, including all Laws relating to labor relations, equal employment opportunities, fair employment practices, employment discrimination, harassment, retaliation, reasonable accommodation, disability rights or benefits, immigration (including work visas and employment authorization), wages, hours, overtime compensation, child labor, hiring, promotion and termination of employees, plant closures and layoffs, affirmative action, pay transparency, pay equity, working conditions, meal and break periods, privacy, occupational health and safety, workers’ compensation, paid sick leave, leaves of absence, and unemployment insurance. All Persons characterized and treated by the Company as independent contractors or consultants satisfy (or satisfied) the requirements of applicable Laws to be treated as independent contractors, including wage Laws and no current or former independent contractor is (or was) entitled to be classified as an employee of the Company. No current or former independent contractor of the Company has made any claim, whether verbally or in writing, that they are (or were), or should be (or should have been) classified as, an employee of the Company. All current and former employees of the Company (as applicable) classified as exempt since its creationunder the Fair Labor Standards Act and state and local wage and hour Laws are (or were) properly classified. (dk) Except as The Company is currently, and at all times has not had and would not reasonably be expected to havebeen, individually or in the aggregate, a Company Material Adverse Effect, each Company Employee Plan has been maintained in compliance in all material respects with its terms and all Applicable Lawthe requirements of the Immigration Reform Control Act of 1986, including ERISA maintaining timely, accurate and the Code. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, no claim (other than routine claims for benefits), action, suit, investigation or proceeding (including an audit) is pending against or involves or, to the Company’s knowledge, is threatened against or reasonably expected to involve, any Company Employee Plan before any Governmental Authority, including the Internal Revenue Service, the Department of Labor or the PBGC. (e) Except as provided under this Agreement or pursuant to Applicable Law, complete Form I-9s with respect to each director, officer, or employee (including each of their respective former director, officer, or employee) of and current employees as required by and in accordance with applicable Law concerning immigration and employment eligibility verification obligations. All employees who are performing services for the Company or any of its Subsidiaries, in the United States are legally permitted to work in the United States and will be legally permitted to work in the United States for the Company immediately following the consummation of the transactions contemplated Transactions. (l) There has been no Litigation against the Company and there is no Litigation pending, or to the Knowledge of the Company, threatened to be brought or filed, by this Agreement will not, either alone or together with any Governmental Authority or arbitrator in connection with the employment of any current or former applicant, employee or independent contractor of the Company, including any claim relating to unfair labor practices, employment discrimination, harassment, retaliation, equal pay, reasonable accommodation, disability rights or benefits, immigration, employee classification, child labor, privacy, workers’ compensation or workplace safety and insurance claims, paid sick leave, wage and hours or any other event: labor or employment related matter arising under applicable Laws. (m) No allegations of discrimination, sexual harassment or misconduct in the course of being employed by, or providing services to, the Company have been made against (i) entitle any such individual to employee of the Company holding a managerial position, or any payment current or benefitformer officer or director of the Company, including any bonus, retention, severance, retirement or job security payment or benefit, (ii) accelerate the time of payment or vesting or trigger any payment or funding (through a grantor trust or otherwise) of compensation or benefits under, or increase the amount payable or trigger any other obligation underCompany service provider who, directly or indirectly, supervises any other Company Employee Plan, (iii) contractually limit service provider. The Company has not entered into any settlement agreement or restrict the right conducted any investigation related to allegations of sexual harassment or sexual misconduct by or regarding any employee or other Representative of the Company. ​ (n) In the past three years, the Company has not implemented or any of its Subsidiaries or, after the Closing, Parent to merge, amend or terminate any Company Employee Plan or (iv) result been involved in the payment of any “excess parachute paymentmass layoff”, “plant closing” or similarly defined conduct (as defined in Section 280G(b)(1) of the CodeWARN Act). (f) Neither . The Company has complied with the Company nor any of its Subsidiaries has any current or projected liability forWARN Act, and it has no Company Employee Plan provides or promises, plans to undertake any post-employment or post-retirement medical, dental, disability, hospitalization, life or similar benefits (whether insured or self-insured) to any director, officer, or employee (including any former director, officer, or employee) of action before the Company or any of its Subsidiaries (other than coverage mandated by Applicable Law)Closing Date that would trigger the WARN Act. (g) Neither the Company nor any of its Subsidiaries has any obligation to gross-up, indemnify or otherwise reimburse any Person for any Tax incurred by such Person under Section 409A or 4999 of the Code. (h) With respect to any Company Employee Plan for the benefit of Company employees or dependents thereof who perform services or who are employed outside of the United States (a “Non-U.S. Plan”), except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect: (i) if required to have been approved by any non-U.S. Governmental Authority (or permitted to have been approved to obtain any beneficial Tax or other status), such Non-U.S. Plan has been so approved or timely submitted for approval; no such approval has been revoked (nor, to the knowledge of the Company, has revocation been threatened) and no event has occurred since the date of the most recent approval or application therefor that is reasonably likely to affect any such approval or increase the costs relating thereto; (ii) if intended to be funded and/or book reserved, such Non-U.S. Plan is fully funded and/or book reserved, as appropriate, based upon reasonable actuarial assumptions; (iii) no material liability exists or reasonably could be imposed upon the assets of the Company or any of its Subsidiaries by reason of such Non-U.S. Plan; and (iv) the financial statements of such Non-U.S. Plan (if any) accurately reflect such Non-U.S. Plan’s liabilities. (i) On or prior to the date hereof, the Company has made available to Parent a list of each Company Equity Award outstanding as of December 9, 2020 that includes (A) the number of shares of Company Common Stock underlying such Company Equity Award (assuming achievement of the applicable performance goals at the target level in the case of any such Company Equity Award that is a Company PSU Award), (B) the exercise price of each such Company Equity Award that is a Company Stock Option, and (C) the vesting schedule of each such Company Equity Award that is unvested as of December 9, 2020.

Employees and Employee Benefit Plans. (a) Section 4.18(a4.16(a) of the Company Disclosure Schedule sets forth contains a true correct and complete list as of the date identifying each material Employee Plan. For purposes of this Agreement Agreement, “Employee Plan” means each “employee benefit plan,” as defined in Section 3(3) of ERISA, each material Company Employee Plan employment, change of control, individual consulting, severance, vacation, or similar Contract, plan or policy and each Company Employee Plan that is subject to ERISA. For each material Company Employee Plan and each Company Employee Plan that is subject to ERISAother plan or arrangement (written or oral) providing for compensation, the Company has made available to Parent a copy bonuses, profit-sharing, stock purchase, stock option or other stock related rights or other forms of such plan (incentive or a descriptiondeferred compensation, if such plan is not written) and all amendments thereto and material written interpretations thereoftax gross-up, together with a copy of (if applicable) (i) each trustrelocation, employee loan, vacation benefits, insurance (including any self-insured arrangements), health or medical benefits, employee housing fund, employee assistance program, disability or sick leave benefits, workers’ compensation, supplemental unemployment benefits, severance benefits and postemployment or retirement benefits (including compensation, pension, health, medical or life insurance benefits) or other funding arrangementform of benefits, (ii) each summary plan description and summary of material modifications, (iii) the most recently filed Internal Revenue Service Forms 5500, (iv) the most recent favorable determination or opinion letter from the Internal Revenue Service, (v) the most recently prepared actuarial reports and financial statements in connection with each such Company Employee Plan, and (vi) all documents and correspondence relating thereto received from or provided to the Department of Labor, the PBGC, the Internal Revenue Service or any other Governmental Authority during the past year. (b) Neither the Company nor any of its ERISA Affiliates (nor any predecessor of any such entity) sponsors, maintains, administers or contributes to (or has any obligation to contribute to), or has, during the last six years, sponsored, which is maintained, administered or contributed to (or had any obligation to contribute to), any plan subject to Title IV of ERISA, including any multiemployer plan, as defined in Section 3(37) of ERISA. (c) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Company Employee Plan that is intended required to be qualified under Section 401(a) contributed to by the Company or any of the Code has received a favorable determination its Subsidiaries and covers any current or opinion letter from the Internal Revenue Service former employee, director or has applied to the Internal Revenue Service for such a letter within the applicable remedial amendment period individual independent contractor or such period has not expired and, to the knowledge of the Company, no circumstances exist that would reasonably be expected to result in any such letter being revoked or not being reissued or a penalty under the Internal Revenue Service Closing Agreement Program if discovered during an Internal Revenue Service audit or investigation. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each trust created under any such Company Employee Plan is exempt from tax under Section 501(a) of the Code and has been so exempt since its creation. (d) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Company Employee Plan has been maintained in compliance with its terms and all Applicable Law, including ERISA and the Code. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, no claim (other than routine claims for benefits), action, suit, investigation or proceeding (including an audit) is pending against or involves or, to the Company’s knowledge, is threatened against or reasonably expected to involve, any Company Employee Plan before any Governmental Authority, including the Internal Revenue Service, the Department of Labor or the PBGC. (e) Except as provided under this Agreement or pursuant to Applicable Law, with respect to each director, officer, or employee (including each former director, officer, or employee) consultant of the Company or any of its Subsidiaries, the consummation of the transactions contemplated by this Agreement will not, either alone or together with any other event: (i) entitle any such individual respect to any payment or benefit, including any bonus, retention, severance, retirement or job security payment or benefit, (ii) accelerate the time of payment or vesting or trigger any payment or funding (through a grantor trust or otherwise) of compensation or benefits under, or increase the amount payable or trigger any other obligation under, any Company Employee Plan, (iii) contractually limit or restrict the right of which the Company or any of its Subsidiaries or, after the Closing, Parent to merge, amend or terminate any Company Employee Plan or (iv) result in the payment of any “excess parachute payment” (as defined in Section 280G(b)(1) of the Code). (f) Neither the Company nor any of its Subsidiaries has any current liability, contingent or projected liability for, and no Company Employee Plan provides or promises, any post-employment or post-retirement medical, dental, disability, hospitalization, life or similar benefits (whether insured or self-insured) to any director, officer, or employee (including any former director, officer, or employeeotherwise. Section 4.16(a) of the Company or any of its Subsidiaries (other than coverage mandated by Applicable Law). (g) Neither the Company nor any of its Subsidiaries has any obligation to gross-up, indemnify or otherwise reimburse any Person for any Tax incurred by such Person under Section 409A or 4999 of the Code. (h) With respect to any Company Disclosure Schedule separately identifies each Employee Plan for the benefit of Company employees or dependents thereof who perform services or who are employed maintained outside of the United States (each, a “Non-U.S. Foreign Plan”). True, except as has not had correct and would not reasonably be expected to havecomplete copies of the Employee Plans (and, individually if applicable, any related trust or in the aggregate, a Company Material Adverse Effect: (ifunding agreements or insurance policies) if required to and all amendments thereto have been approved by any non-U.S. Governmental Authority (or permitted to have been approved to obtain any beneficial Tax or other status), such Non-U.S. Plan has been so approved or timely submitted for approval; no such approval has been revoked (nor, to the knowledge of the Company, has revocation been threatened) and no event has occurred since the date of the most recent approval or application therefor that is reasonably likely to affect any such approval or increase the costs relating thereto; (ii) if intended to be funded and/or book reserved, such Non-U.S. Plan is fully funded and/or book reserved, as appropriate, based upon reasonable actuarial assumptions; (iii) no material liability exists or reasonably could be imposed upon the assets of the Company or any of its Subsidiaries by reason of such Non-U.S. Plan; and (iv) the financial statements of such Non-U.S. Plan (if any) accurately reflect such Non-U.S. Plan’s liabilities. (i) On or prior to the date hereof, the Company has made available to Parent a list together with the most recent (i) summary plan descriptions, (ii) annual report (Form 5500 including, if applicable, Schedule B thereto) for the last three years and the most recent actuarial report, if any, (iii) Internal Revenue Service determination letter or opinion letter (if applicable), the most recent nondiscrimination tests performed for each material Employee Plan and any other material correspondence to or from the Internal Revenue Service, the Department of each Company Equity Award outstanding as of December 9Labor, 2020 that includes the PBGC or any other Governmental Authority for the last three years, (Aiv) the number of shares of Company Common Stock underlying such Company Equity Award tax return (assuming achievement of the applicable performance goals at the target level Form 990) prepared in the case of connection with any such Company Equity Award that is a Company PSU Award)plan or trust, (Bv) the exercise price written descriptions of all non-written Employee Plans, in each such Company Equity Award that is a Company Stock Optioncase, only if applicable, and (Cvi) the vesting schedule of each such Company Equity Award that is unvested with respect to Foreign Plan, material items similar in substance as of December 9, 2020items described in clauses (i) through (iv) (if applicable) relating to any foreign Governmental Authority or foreign law.

Employees and Employee Benefit Plans. (ai) As used herein, Company Benefit Plans means all employee benefit plans (as defined in Section 4.18(a3(3) of the Company Disclosure Schedule sets forth a true and complete list as Employee Retirement Income Security Act of the date of this Agreement of each material Company Employee Plan and each Company Employee Plan that is subject to 1974 (ERISA. For each material Company Employee Plan and each Company Employee Plan that is )), whether or not subject to ERISA, and all stock option, stock purchase, restricted stock, stock-based, incentive, deferred compensation, retiree medical or life insurance, supplemental retirement, severance, welfare or other benefit plans, programs or arrangements, retention, bonus, employment, change in control, termination or severance plans, programs, policies, practices, agreements or arrangements (whether or not funded and whether or not in writing) that are maintained, contributed to or sponsored or maintained by, or required to be contributed to, the Company has made available to Parent or any of its Subsidiaries for the benefit of any current or former employee, officer or director of the Company or any of its Subsidiaries, excluding, in each case, any multiemployer plan within the meaning of Section 4001(a)(3) of ERISA (a copy of such plan (or a description, if such plan is not written) and all amendments thereto and material written interpretations thereof, together with a copy of (if applicable) (i) each trust, insurance or other funding arrangement, Multiemployer Plan). (ii) each summary plan description Each Company Benefit Plan has been established, operated and summary administered in all material respects in accordance with its terms and the requirements of material modifications, (iii) the most recently filed Internal Revenue Service Forms 5500, (iv) the most recent favorable determination or opinion letter from the Internal Revenue Service, (v) the most recently prepared actuarial reports and financial statements in connection with each such Company Employee Plan, and (vi) all documents and correspondence relating thereto received from or provided to the Department of Labor, the PBGC, the Internal Revenue Service or any other Governmental Authority during the past year. (b) Neither the Company nor any of its ERISA Affiliates (nor any predecessor of any such entity) sponsors, maintains, administers or contributes to (or has any obligation to contribute to), or has, during the last six years, sponsored, maintained, administered or contributed to (or had any obligation to contribute to), any plan subject to Title IV of ERISAapplicable Laws, including any multiemployer plan, as defined in Section 3(37) of ERISA. (c) Except as has not had ERISA and would not reasonably be expected to have, individually or in the aggregate, a Code. Each Company Material Adverse Effect, each Company Employee Benefit Plan that is intended to be qualified under Section 401(a) of the Code has received a favorable determination or opinion letter from the Internal Revenue Service or has applied to the Internal Revenue Service for such a letter within the applicable remedial amendment period or such period has not expired IRS and, to the knowledge of the CompanyCompany*s knowledge, no circumstances exist nothing has occurred, whether by action or failure to act, that would could reasonably be expected to result in any such letter being revoked or not being reissued or a penalty under adversely affect the Internal Revenue Service Closing Agreement Program if discovered during an Internal Revenue Service audit or investigation. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each trust created under any qualified status of such Company Employee Benefit Plan is exempt from tax under Section 501(a401(a) of the Code and has been so exempt since its creation. (d) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Company Employee Plan has been maintained in compliance with its terms and all Applicable Law, including ERISA and the Code. Except as has not had and would not reasonably be expected to have, individually or in Neither the aggregate, a Company Material Adverse Effect, no claim (other than routine claims for benefits), action, suit, investigation or proceeding (including an audit) is pending against or involves or, to the Company’s knowledge, is threatened against or reasonably expected to involve, nor any Company Employee Plan before any Governmental Authority, including the Internal Revenue Service, the Department of Labor or the PBGC. (e) Except as provided under this Agreement or pursuant to Applicable Law, with respect to each director, officer, or employee (including each former director, officer, or employee) of the Company or any of its Subsidiaries, the consummation of the transactions contemplated by this Agreement will not, either alone or together with any other event: (i) entitle any such individual to any payment or benefit, including any bonus, retention, severance, retirement or job security payment or benefit, (ii) accelerate the time of payment or vesting or trigger any payment or funding (through Subsidiary has engaged in a grantor trust or otherwise) of compensation or benefits under, or increase the amount payable or trigger any other obligation under, any Company Employee Plan, (iii) contractually limit or restrict the right of transaction that could subject the Company or any of its Subsidiaries or, after the Closing, Parent to merge, amend a material tax or terminate any Company Employee Plan material penalty pursuant to Section 4975 or (iv) result in the payment of any “excess parachute payment” (as defined in Section 280G(b)(1) 4976 of the Code). Code or Section 502 of ERISA. (fiii) Neither No Company Benefit Plan is subject to Title IV or Section 302 of ERISA or Section 412 or 4971 of the Company Code nor any of its Subsidiaries has any current or projected liability for, and no Company Employee Plan provides or promises, any post-employment or post-retirement medical, dental, disability, hospitalization, life or similar benefits (whether insured or self-insured) to any director, officer, or employee (including any former director, officer, or employee) of the Company or any of its Subsidiaries (other than coverage mandated by Applicable Law). (g) Neither or ERISA Affiliates, at any time during the Company nor any last six years, contributed to or been obligated to contribute to an employee benefit plan subject to Title IV or Section 302 of its Subsidiaries has any obligation to gross-up, indemnify or otherwise reimburse any Person for any Tax incurred by such Person under Section 409A or 4999 of the Code. (h) With respect to any Company Employee Plan for the benefit of Company employees or dependents thereof who perform services or who are employed outside of the United States (a “Non-U.S. Plan”), except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect: (i) if required to have been approved by any non-U.S. Governmental Authority (or permitted to have been approved to obtain any beneficial Tax or other status), such Non-U.S. Plan has been so approved or timely submitted for approval; no such approval has been revoked (nor, to the knowledge ERISA. None of the Company, its Subsidiaries nor any ERISA Affiliate (as defined below) has, at any time during the last six years, contributed to or been obligated to contribute to any Multiemployer Plan or a plan that has revocation been threatened) two or more contributing sponsors at least two of whom are not under common control, within the meaning of Section 4063 of ERISA (a Multiple Employer Plan), and no event has occurred since the date of the most recent approval or application therefor that is reasonably likely to affect any such approval or increase the costs relating thereto; (ii) if intended to be funded and/or book reserved, such Non-U.S. Plan is fully funded and/or book reserved, as appropriate, based upon reasonable actuarial assumptions; (iii) no material liability exists or reasonably could be imposed upon the assets none of the Company or any of and its Subsidiaries by reason nor any ERISA Affiliate has incurred any liability to a Multiemployer Plan or Multiple Employer Plan as a result of such Non-U.S. a complete or partial withdrawal (as those terms are defined in Part 1 of Subtitle E of Title IV of ERISA) from a Multiemployer Plan or Multiple Employer Plan; and (iv) the financial statements of such Non-U.S. Plan (if any) accurately reflect such Non-U.S. Plan’s liabilities. (i) On . As used herein, ERISA Affiliate means, with respect to any entity, trade or prior to the date hereofbusiness, the Company has made available to Parent a list of each Company Equity Award outstanding as of December 9any other entity, 2020 trade or business that includes (A) the number of shares of Company Common Stock underlying such Company Equity Award (assuming achievement of the applicable performance goals is, or was at the target level relevant time, a member of a group described in the case of any such Company Equity Award that is a Company PSU AwardSection 414(b), (Bc), (m) or (o) of the exercise price Code or Section 4001(b)(1) of each such Company Equity Award ERISA that is includes or included the first entity, trade or business, or that is, or was at the relevant time, a Company Stock Option, and (C) member of the vesting schedule of each such Company Equity Award that is unvested as of December 9, 2020.same

Employees and Employee Benefit Plans. (a) Section 4.18(a3.13(a) of the Company Disclosure Schedule sets forth contains a true and complete list as of the date of this Agreement of each material Company Employee Plan and each Company Employee Plan that is subject to ERISABenefit Plan. For each material Company Employee Plan and each Company Employee Plan that is subject to ERISA, the The Company has made available to Parent a copy copies of such plan (or a description, if such plan is not written) and all amendments thereto and material written interpretations thereof, together with a copy of (if applicable) (i) each trustmaterial Company Benefit Plan (or, insurance or other funding arrangementwith respect to any unwritten material Company Benefit Plan, a written description thereof) and (ii) each summary plan description and summary of material modificationsto the extent applicable, (iii) the most recently filed Internal Revenue Service Forms 5500, (ivA) the most recent annual report on Form 5500 filed and all schedules thereto filed with respect to such Company Benefit Plan, (B) each current trust agreement, insurance contract or policy, group annuity contract and any other funding arrangement relating to such Company Benefit Plan, (C) a current Internal Revenue Service opinion or favorable determination or opinion letter from the Internal Revenue Serviceletter, and (vD) the most recently prepared actuarial reports and financial statements in connection recent summary plan description, if any, required under ERISA with each respect to such Company Employee Benefit Plan, and (vi) all documents and correspondence relating thereto received from or provided to the Department of Labor, the PBGC, the Internal Revenue Service or any other Governmental Authority during the past year. (b) Neither the Company nor any of its ERISA Affiliates (nor any predecessor of any such entity) sponsors, maintains, administers or contributes to (or has any obligation to contribute to), or has, during the last six years, sponsored, maintained, administered or contributed to (or had any obligation to contribute to), any plan subject to Title IV of ERISA, including any multiemployer plan, as defined in Section 3(37) of ERISA. (c) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, constitute a Company Material Adverse Effect, (i) each Company Employee Benefit Plan has been maintained in compliance with its terms and with the requirements of applicable Law, (ii) all employer contributions, premiums and expenses to or in respect of each Company Benefit Plan have been paid in full or, to the extent not yet due, have been adequately accrued on the applicable financial statements of the Company included in the Company SEC Documents in accordance with GAAP, and (iii) each Company Benefit Plan that is intended to be qualified under Section 401(a) of the Code has either received a favorable determination or opinion letter from the Internal Revenue Service or has applied to may rely on a favorable opinion letter issued by the Internal Revenue Service for such a letter within Service. (c) No Company Benefit Plan is subject to Title IV of ERISA or Section 412 of the applicable remedial amendment period or such period has not expired Code, and, to during the knowledge immediately preceding six (6) years, none of the Company, no circumstances exist that would reasonably be expected its Subsidiaries or any of their respective ERISA Affiliates has contributed to, or been required to result in any such letter being revoked or not being reissued or a penalty under the Internal Revenue Service Closing Agreement Program if discovered during an Internal Revenue Service audit or investigation. Except as has not had and would not reasonably be expected to have, individually or in the aggregatecontribute to, a Company Material Adverse Effect, each trust created under any such Company Employee Plan is exempt from tax under plan subject to Title IV of ERISA or Section 501(a) 412 of the Code and has been so exempt since its creationCode. (d) Except as has not had and would not reasonably be expected No Company Benefit Plan provides health insurance, life insurance or death benefits to havecurrent or former employees of the Company or any of its Subsidiaries beyond their retirement or other termination of service, individually or in the aggregate, a Company Material Adverse Effect, each Company Employee Plan has been maintained in compliance with its terms and all Applicable Law, including ERISA and the Code. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, no claim (other than routine claims for benefits), action, suit, investigation as required by Section 4980B of the Code or proceeding (including an audit) is pending against or involves or, to the Company’s knowledge, is threatened against or reasonably expected to involve, any Company Employee Plan before any Governmental Authority, including the Internal Revenue Service, the Department of Labor or the PBGCother applicable Law. (e) Except as expressly provided under this Agreement, neither the execution and delivery of this Agreement or pursuant to Applicable Law, with respect to each director, officer, or employee (including each former director, officer, or employee) of the Company or any of its Subsidiaries, nor the consummation of the transactions contemplated by this Agreement will not, either (alone or together in combination with any other event: ) (i) entitle any such individual officer, director or employee of the Company or any of its Subsidiaries to any payment severance or benefit, including any bonus, retention, severance, retirement or job security payment or benefittermination pay pursuant to a Company Benefit Plan, (ii) accelerate the time of payment or vesting vesting, result in any forgiveness of indebtedness or trigger any payment or funding (through a grantor trust or otherwise) of compensation or benefits under, or increase the amount payable or trigger any other obligation underpursuant to, any Company Employee Plan, Benefit Plan or (iii) contractually limit result in any “excess parachute payment” (within the meaning of Section 280G of the Code) becoming due to any officer, director or restrict the right employee of the Company or any of its Subsidiaries or, after the Closing, Parent to merge, amend or terminate any Company Employee Plan or (iv) result in the payment of any “excess parachute payment” (as defined in Section 280G(b)(1) of the Code)Subsidiaries. (f) Neither the Company nor any of its Subsidiaries (i) has agreed to recognize any labor union or labor organization, nor has any current labor union or projected liability for, and no Company Employee Plan provides or promises, labor organization been certified as the exclusive bargaining representative of any post-employment or post-retirement medical, dental, disability, hospitalization, life or similar benefits (whether insured or self-insured) to any director, officer, or employee (including any former director, officer, or employee) employees of the Company or any of its Subsidiaries Subsidiaries, (other than coverage mandated by Applicable Law). (gii) Neither the Company nor any of its Subsidiaries has any obligation is a party to gross-up, indemnify or otherwise reimburse bound by, or currently negotiating, any Person for any Tax incurred by such Person under Section 409A collective bargaining agreement or 4999 other Contract with a labor union or labor organization or (iii) as of the Code. (h) With respect date hereof is the subject of any material proceeding seeking to compel it to bargain with any Company Employee Plan for labor union or labor organization, nor, to the benefit of Company employees or dependents thereof who perform services or who are employed outside Knowledge of the United States (a “Non-U.S. Plan”)Company, except is any such proceeding threatened. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, constitute a Company Material Adverse Effect: (i) if required to have been approved by any non-U.S. Governmental Authority (or permitted to have been approved to obtain any beneficial Tax or other status), such Non-U.S. Plan has been so approved or timely submitted for approval; no such approval has been revoked (nor, to the knowledge of the Company, has revocation been threatened) and no event has occurred since the date of the most recent approval or application therefor that is reasonably likely to affect any such approval or increase the costs relating thereto; (ii) if intended to be funded and/or book reserved, such Non-U.S. Plan is fully funded and/or book reserved, as appropriate, based upon reasonable actuarial assumptions; (iii) no material liability exists or reasonably could be imposed upon the assets of the Company or any of its Subsidiaries by reason of such Non-U.S. Plan; and (iv) the financial statements of such Non-U.S. Plan (if any) accurately reflect such Non-U.S. Plan’s liabilities. (i) On or prior to the date hereof, the Company has made available to Parent a list and its Subsidiaries are in compliance with all applicable Laws respecting labor, employment, fair employment practices, terms and conditions of each Company Equity Award outstanding as employment, workers’ compensation, occupational safety and health requirements, plant closings, wages and hours, withholding of December 9Taxes, 2020 that includes (A) the number of shares of Company Common Stock underlying such Company Equity Award (assuming achievement of the applicable performance goals at the target level in the case of any such Company Equity Award that is a Company PSU Award)worker classification, (B) the exercise price of each such Company Equity Award that is a Company Stock Optionemployment discrimination, disability rights or benefits, equal opportunity, labor relations, employee leave issues and (C) the vesting schedule of each such Company Equity Award that is unvested as of December 9, 2020unemployment insurance and related matters.

Employees and Employee Benefit Plans. (a) Section 4.18(a4.17(a) of the Company Disclosure Schedule sets forth contains a true correct and complete list identifying each material “employee benefit plan,” as defined in Section 3(3) of ERISA, each material employment contract, material severance contract or plan and each other material plan or agreement providing for compensation, bonuses, profit-sharing, equity compensation or other forms of incentive or deferred compensation, insurance (including any self-insured arrangements), health or medical benefits, post-employment or retirement benefits (including compensation, pension, health, medical or life insurance benefits) which is maintained, administered or contributed to by the Company or any ERISA Affiliate and covers any current or former employee, director or other independent contractor of the Company or any of its Subsidiaries, or with respect to which the Company or any of its Subsidiaries has any liability, other than a Multiemployer Plan. As soon as reasonably practicable after the date hereof, but in no event more than sixty days after the date hereof, copies of such plans and any Multiemployer Plan (and, if applicable, related trust or funding agreements or insurance policies) and all amendments thereto and written interpretations thereof will be furnished to Parent together with the most recent annual report (Form 5500 including, if applicable, Schedule B thereto) and tax return (Form 990) prepared in connection with any such plan or trust and the most recent Internal Revenue Service determination letter for any such plan, to the extent applicable. Such plans (disregarding all materiality qualifiers in this Section 4.17(a)), including Company International Plans but not any Multiemployer Plan, are referred to collectively herein as the “Company Plans.” (b) No Company Plan (for the avoidance of doubt, other than any Multiemployer Plan) that is subject to Title IV of ERISA (each, a “Title IV Plan”) has any unfunded liabilities as of the date of this Agreement Agreement. The aggregate underfunded or unfunded, as applicable, liability for all Company Plans that are “excess benefit plans” (as defined in Section 3(36) of each material ERISA) or that provide deferred compensation (including, for this purpose, any analogous Company Employee International Plans), computed using the actuarial assumptions used for the purposes of determining any liability under such Company Plan and each Company Employee Plan that is subject to ERISA. For each material Company Employee Plan and each Company Employee Plan that is subject to ERISA, for purposes of the Company has made available to Parent a copy of such plan (or a descriptionSEC Documents, if such plan is not written) and all amendments thereto and material written interpretations thereofreasonably be expected to have, together with individually or in the aggregate, a copy of (if applicable) (i) each trust, insurance or other funding arrangement, (ii) each summary plan description and summary of material modifications, (iii) the most recently filed Internal Revenue Service Forms 5500, (iv) the most recent favorable determination or opinion letter from the Internal Revenue Service, (v) the most recently prepared actuarial reports and financial statements in connection with each such Company Employee Plan, and (vi) all documents and correspondence relating thereto received from or provided to the Department of Labor, the PBGC, the Internal Revenue Service or any other Governmental Authority during the past yearMaterial Adverse Effect. (bc) Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, neither the Company nor any of its ERISA Affiliates has incurred any liability on account of a “complete withdrawal” or a “partial withdrawal” (within the meaning of Sections 4203 and 4205 of ERISA, respectively) from any “multiemployer plan” as defined in Section 3(37) of ERISA (a “Multiemployer Plan”) and, to the Company’s knowledge, no circumstances exist that would reasonably be expected to give rise to any such withdrawal (including as a result of the transactions contemplated by this Agreement). Neither the Company nor any of its ERISA Affiliates has received notice of any Multiemployer Plan’s (i) failure to satisfy the minimum funding requirements of Section 412 of the Code or application for or receipt of a waiver of such minimum funding requirements, (ii) “endangered status” or “critical status” (within the meaning of Section 432 of the Code) or (iii) insolvency, “reorganization” (within the meaning of Section 4241 of ERISA) or proposed or, to the Company’s knowledge, threatened termination. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, all contributions, surcharges and premium payments owed by the Company and its ERISA Affiliates with respect to each Multiemployer Plan have been paid when due. (d) Each Company Plan that is intended to be qualified under Section 401(a) of the Code has received a favorable determination letter. Each Company Plan (for the avoidance of doubt, other than a Multiemployer Plan) has been established and operated in compliance with its terms and with all Applicable Laws, including ERISA and the Code, except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (e) Except as disclosed in Section 4.17(e) of the Company Disclosure Schedule, the consummation of the transactions contemplated by this Agreement will not (either alone or together with any other event) entitle any employee, director or other independent contractor of the Company or any of its Subsidiaries to severance pay or accelerate the time of payment or vesting or trigger any payment or funding (through a grantor trust or otherwise) of material compensation or benefits under, increase the amount payable or trigger any other material obligation pursuant to, any Company Plan. Neither the Company nor any predecessor of any such entity) sponsors, maintains, administers or contributes to (or its Subsidiaries has any obligation to contribute to)gross-up, indemnify or hasotherwise reimburse any current or former employee, during director or other independent contractor of the last six years, sponsored, maintained, administered Company or contributed to (or had any obligation to contribute to), of its Subsidiaries for any plan subject to Title IV of ERISATax incurred by such individual, including any multiemployer plan, as defined in under Section 3(37) 409A or 4999 of ERISAthe Code. (cf) Neither the Company nor any of its Subsidiaries has any liability in respect of post-retirement health, medical or life insurance benefits for retired, former or current employees, directors or other independent contractors of the Company or its Subsidiaries except as required to avoid excise tax under Section 4980B of the Code. (g) There has been no amendment to, written interpretation or announcement (whether or not written) by the Company or any of its Affiliates relating to, or change in participation or coverage under, a Company Plan which would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (h) There is no action, suit, investigation, audit or proceeding pending against or involving or, to the knowledge of the Company, threatened against or involving, any Company Plan before any Governmental Authority, except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (i) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Company Employee Plan that is covers former or current employees, directors or other independent contractors of the Company or any of its Subsidiaries who are located primarily outside of the United States (a “Company International Plan”) (i) if intended to be qualified under Section 401(a) of qualify for special tax treatment, meets all the Code has received a favorable determination or opinion letter from the Internal Revenue Service or has applied to the Internal Revenue Service requirements for such a letter within the applicable remedial amendment period or such period has not expired andtreatment, and (ii) if required, to any extent, to be funded, book-reserved or secured by an insurance policy, is fully funded, book-reserved or secured by an insurance policy, as applicable, based on reasonable actuarial assumptions in accordance with applicable accounting principles. From and after the knowledge Effective Time, Parent and its Subsidiaries will receive the full benefit of the Companyany funds, no circumstances exist that would reasonably be expected to result in any such letter being revoked or not being reissued or a penalty accruals and reserves under the Internal Revenue Service Closing Agreement Program if discovered during an Internal Revenue Service audit or investigation. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each trust created under any such Company Employee Plan is exempt from tax under Section 501(a) of the Code and has been so exempt since its creationInternational Plans. (dj) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Company Employee Plan has been maintained in compliance with its terms and all Applicable Law, including ERISA and the Code. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, no claim (other than routine claims for benefits), action, suit, investigation or proceeding (including Person has been treated as an audit) is pending against or involves or, to the Company’s knowledge, is threatened against or reasonably expected to involve, any Company Employee Plan before any Governmental Authority, including the Internal Revenue Service, the Department of Labor or the PBGC. (e) Except as provided under this Agreement or pursuant to Applicable Law, with respect to each director, officer, or employee (including each former director, officer, or employee) of the Company or any of its Subsidiaries, the consummation of the transactions contemplated by this Agreement will not, either alone or together with any other event: (i) entitle any such individual to any payment or benefit, including any bonus, retention, severance, retirement or job security payment or benefit, (ii) accelerate the time of payment or vesting or trigger any payment or funding (through a grantor trust or otherwise) of compensation or benefits under, or increase the amount payable or trigger any other obligation under, any Company Employee Plan, (iii) contractually limit or restrict the right independent contractor of the Company or any of its Subsidiaries orfor tax purposes, after the Closing, Parent to merge, amend or terminate for purposes of exclusion from any Company Employee Plan or (iv) result in the payment of any “excess parachute payment” (Plan, who should have been treated as defined in Section 280G(b)(1) of the Code)an employee for such purposes. (fk) Neither the Company nor any of its Subsidiaries has any current or projected liability for, and no Company Employee Plan provides or promises, any post-employment or post-retirement medical, dental, disability, hospitalization, life or similar benefits (whether insured or self-insured) to any director, officer, or employee (including any former director, officer, or employee) of the Company or any of its Subsidiaries (other than coverage mandated by Applicable Law). (g) Neither the Company nor any of its Subsidiaries has any obligation to gross-up, indemnify or otherwise reimburse any Person for any Tax incurred by such Person under Section 409A or 4999 of the Code. (h) With respect to any Company Employee Plan for the benefit of Company employees or dependents thereof who perform services or who are employed outside of the United States (a “Non-U.S. Plan”), except Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect: , (i) if required none of the Company or any of its Subsidiaries has breached or otherwise failed to have been approved by comply with the provisions of any nonCollective Bargaining Agreement and there are no grievances or arbitrations outstanding thereunder, and (ii) there are no formal organizational campaigns, corporate campaigns, petitions, demands for recognition via card-U.S. Governmental Authority (or permitted to have been approved to obtain any beneficial Tax or other status), such Non-U.S. Plan has been so approved or timely submitted for approval; no such approval has been revoked (norcheck or, to the knowledge of the Company, has revocation been threatened) and no event has occurred since the date other unionization activities seeking recognition of the most recent approval or application therefor that is reasonably likely to affect any such approval or increase the costs relating thereto; (ii) if intended to be funded and/or book reserved, such Non-U.S. Plan is fully funded and/or book reserved, as appropriate, based upon reasonable actuarial assumptions; (iii) no material liability exists or reasonably could be imposed upon the assets of a bargaining unit at the Company or any of its Subsidiaries by reason Subsidiaries. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, there are no unfair labor practice charges, grievances, pending arbitrations or other complaints or union representation questions before the National Labor Relations Board or other labor board of such Non-U.S. Plan; Governmental Authority that would reasonably be expected to affect the employees of the Company and (iv) the financial statements of such Non-U.S. Plan (if any) accurately reflect such Non-U.S. Plan’s liabilitiesits Subsidiaries. (il) On Except as would not reasonably be expected to have, individually or prior in the aggregate, a Company Material Adverse Effect, there are no current or, to the knowledge of the Company, threatened strikes, slowdowns or work stoppages, and no such strike, slowdown or work stoppage has occurred within the three years preceding the date hereof, the Company has made available to Parent a list of each Company Equity Award outstanding as of December 9, 2020 that includes (A) the number of shares of Company Common Stock underlying such Company Equity Award (assuming achievement of the applicable performance goals at the target level in the case of any such Company Equity Award that is a Company PSU Award), (B) the exercise price of each such Company Equity Award that is a Company Stock Option, and (C) the vesting schedule of each such Company Equity Award that is unvested as of December 9, 2020.

Employees and Employee Benefit Plans. (a) Section 4.18(a) The Company has provided Parent with a complete and accurate list setting forth all employees, advisors, and consultants of the Company Disclosure Schedule sets forth a true and complete list TTC as of the date hereof together with their titles or positions, dates of this Agreement hire, regular work location and current compensation. Neither the Company nor TTC has any employment contract with any officer or employee or any other consultant or Person which is not terminable by the Company or TTC, as the case may be, at will without liability, except as the right of each material the Company and TTC to terminate its employees at will may be limited by applicable federal, state or foreign law. Except as set forth in Section 4.12(a) of the Disclosure Schedule, neither the Company nor TTC has any deferred compensation, pension, health, profit sharing, bonus, stock purchase, stock option, hospitalization, insurance, severance, workers’ compensation, supplemental unemployment benefits, vacation benefits, disability benefits, or any other employee pension benefit plan (as defined in the Employee Plan and each Company Retirement Income Security Act of 1974 (“ERISA”) or otherwise) or welfare benefit plan or obligation covering any of its officers, directors, consultants or employees (“Employee Plan that is subject to ERISA. For each material Company Employee Plan and each Company Employee Plan that is subject to ERISA, the Plans”). (b) The Company has made available to Parent a copy true, complete and correct copies of such plan (or a description, if such plan is not written) and all amendments thereto and material written interpretations thereof, together with a copy of (if applicable) (i) each trustEmployee Plan (or, insurance or other funding arrangementin the case of any unwritten Employee Plans, descriptions thereof), (ii) the most recent annual report on Form 5500 filed with the IRS with respect to each summary plan description and summary of material modificationsEmployee Plan (if any such report was required), (iii) the most recently filed Internal Revenue Service Forms 5500recent summary plan description for each Employee Plan for which such summary plan description is required, (iv) the most recent favorable determination or opinion letter from the Internal Revenue Service, each trust agreement and group annuity contract relating to any Employee Plan and (v) all correspondence with the most recently prepared actuarial reports and financial statements in connection with each such Company Employee Plan, and (vi) all documents and correspondence relating thereto received from IRS or provided to the United States Department of LaborLabor relating to any outstanding controversy or audit. Each Employee Plan complies in all respects with applicable Legal Requirements, including, without limitation, ERISA and the PBGC, the Internal Revenue Service or any other Governmental Authority during the past year. (b) Neither the Company nor any of its ERISA Affiliates (nor any predecessor of any such entity) sponsors, maintains, administers or contributes to (or has any obligation to contribute to), or has, during the last six years, sponsored, maintained, administered or contributed to (or had any obligation to contribute to), any plan subject to Title IV of ERISA, including any multiemployer plan, as defined in Section 3(37) of ERISACode. (c) Except as Each Employee Plan has been maintained, funded, operated and administered in compliance in all respects with all applicable laws and regulations, including but not had limited to, ERISA, the Code, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Company Health Insurance Portability and Accountability Act of 1996. Each Employee Plan that is intended to be qualified under Section section 401(a) of the Code and each trust forming a part thereof that is intended to be exempt from taxation under section 501(a) of the Code has received a favorable determination or opinion letter from the Internal Revenue Service IRS as to its qualification and tax-exempt status and nothing has occurred since the date of such determination letter that could adversely affect the qualification of such Employee Plan or the tax-exempt status of such related trust. No event has applied to the Internal Revenue Service for such a letter within the applicable remedial amendment period or such period has not expired occurred and, to the knowledge of the Company, there currently exists no condition or set of circumstances exist that would in connection with which the Company or TTC could reasonably be expected to result in be subject to any such letter being revoked or not being reissued or a penalty liability under the Internal Revenue Service Closing Agreement Program if discovered during an Internal Revenue Service audit terms of any Employee Plans, ERISA, the Code or investigationany other applicable law, including any liability under Title IV of ERISA. Except as has not had Each Employee Plan can be amended or terminated in accordance with its terms and would not reasonably be expected any applicable law without any liability to have, individually the Company or in the aggregate, a Company Material Adverse Effect, each trust created under any TTC other than for benefits accrued or incurred before such Company amendment or termination. No Employee Plan is exempt from tax under Section 501(aa plan subject to Title IV of ERISA. No Employee Plan is a “multiemployer plan” as defined in section 3(37) of the ERISA and 414(f) of the Code, nor a “multiple employer plan” as described in section 4063(a) of ERISA and 413 of the Code, and neither the Company, TTC nor any Person which, together with the Company and TTC, would be treated as a single employer under section 4001 of ERISA or section 414 of the Code has ever contributed or had an obligation to contribute to any such plans. When used herein, the phrase to the “knowledge of the Company,” “known to” the Company or any similar phrase, means the actual knowledge of the officers and has been so exempt since its creationdirectors of the Company and the knowledge of facts that such individuals should have after due inquiry. (d) Except as has not had and would not reasonably be expected to have, individually or set forth in Section 4.12(d) of the aggregate, a Company Material Adverse Effect, each Company Employee Plan has been maintained in compliance with its terms and all Applicable Law, including ERISA and the Code. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse EffectDisclosure Schedule, no claim (director, officer, consultant or other than routine claims for benefits)employee of the Company will become entitled to any retirement, action, suit, investigation severance or proceeding similar benefit or enhanced or accelerated benefit (including an auditany acceleration of vesting or lapse of repurchase rights or obligations with respect to any employee stock option or other benefit under any stock option plan or compensation plan or arrangement of the Company or TTC) is pending against or involves or, to solely as a result of the Company’s knowledge, is threatened against or reasonably expected to involve, any Company Employee Plan before any Governmental Authority, including the Internal Revenue Service, the Department of Labor or the PBGCtransactions contemplated hereby. (e) Except as provided under this Agreement No Employee Plan provides post-retirement health and medical, life or pursuant to Applicable Law, with respect to each director, officer, or employee (including each former director, officer, or employee) other insurance benefits for retired employees of the Company or any of its Subsidiaries, the consummation of the transactions contemplated and TTC (other than benefit coverage mandated by this Agreement will not, either alone or together with any other event: (i) entitle any such individual to any payment or benefitapplicable statute, including any bonusbenefits provided pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, retentionas codified in Code section 4980B and ERISA section 601 et seq., severance, retirement or job security payment or benefit, (ii) accelerate the as amended from time of payment or vesting or trigger any payment or funding (through a grantor trust or otherwise) of compensation or benefits under, or increase the amount payable or trigger any other obligation under, any Company Employee Plan, (iii) contractually limit or restrict the right of the Company or any of its Subsidiaries or, after the Closing, Parent to merge, amend or terminate any Company Employee Plan or (iv) result in the payment of any “excess parachute payment” (as defined in Section 280G(b)(1) of the Codetime). (f) Neither the Company nor any of its Subsidiaries There has any current been no amendment to, written interpretation or projected liability for, and no Company Employee Plan provides or promises, any post-employment or post-retirement medical, dental, disability, hospitalization, life or similar benefits announcement (whether insured or self-insurednot written) to any directorby the Company, officer, or employee (including any former director, officer, or employee) of the Company TTC or any of its Subsidiaries (other than their affiliates relating to, or change in employee participation or coverage mandated by Applicable Law). (g) Neither under, any Employee Plan that would increase the Company nor any expense of its Subsidiaries has any obligation to gross-up, indemnify or otherwise reimburse any Person for any Tax incurred by maintaining such Person under Section 409A or 4999 Employee Plan above the level of the Code. (h) With expense incurred in respect to any Company Employee Plan thereof for the benefit of Company employees or dependents thereof who perform services or who are employed outside of 12 months ended on the United States (a “Non-U.S. Plan”), except as has not had Balance Sheet Date and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect: (i) if required to have been approved by any non-U.S. Governmental Authority (or permitted to have been approved to obtain any beneficial Tax or other status), such Non-U.S. Plan has been so approved or timely submitted for approval; no such approval has been revoked (nor, to the knowledge of the Company, has revocation been threatened) and no event has occurred since the date of the most recent approval or application therefor that is reasonably likely to affect any such approval or increase the costs relating thereto; (ii) if intended to be funded and/or book reserved, such Non-U.S. Plan is fully funded and/or book reserved, as appropriate, based upon reasonable actuarial assumptions; (iii) no material liability exists or reasonably could be imposed upon the assets of the Company or any of its Subsidiaries by reason of such Non-U.S. Plan; and (iv) the financial statements of such Non-U.S. Plan (if any) accurately reflect such Non-U.S. Plan’s liabilitiesTTC Balance Sheet Date. (i) On or prior to the date hereof, the Company has made available to Parent a list of each Company Equity Award outstanding as of December 9, 2020 that includes (A) the number of shares of Company Common Stock underlying such Company Equity Award (assuming achievement of the applicable performance goals at the target level in the case of any such Company Equity Award that is a Company PSU Award), (B) the exercise price of each such Company Equity Award that is a Company Stock Option, and (C) the vesting schedule of each such Company Equity Award that is unvested as of December 9, 2020.

Employees and Employee Benefit Plans. (a) Section 4.18(a) of the Company Disclosure Schedule sets forth a true and complete list as of the date For purposes of this Agreement Agreement, “Parent Benefit Plans” means all employee benefit plans (as defined in Section 3.3 of each material Company Employee Plan and each Company Employee Plan that is subject to ERISA. For each material Company Employee Plan and each Company Employee Plan that is , whether or not subject to ERISA, and all stock option, stock purchase, restricted stock, incentive, deferred compensation, retiree medical or life insurance, supplemental retirement, severance or other benefit plans, programs or arrangements, retention, bonus, employment, change in control, termination or severance plans, programs, agreements or arrangements that are maintained, contributed to or sponsored or maintained by, or required to be contributed to, Parent or any of its Subsidiaries for the Company benefit of any current or former employee, officer or director of Parent or any of its Subsidiaries. (b) Parent has heretofore made available to Parent a copy the Company true and complete copies of such plan (or a description, if such plan is not written) and all amendments thereto and material written interpretations thereof, together with a copy of (if applicable) (i) each trustmaterial Parent Benefit Plan, including any amendments thereto and all related trust documents, insurance contracts or other funding arrangementvehicles, and (ii) each to the extent applicable, (A) the most recent summary plan description and summary of material modificationsdescription, if any, required under ERISA with respect to such Parent Benefit Plan, (iiiB) the most recent annual report (Form 5500), if any, filed with the IRS, (C) the most recently filed Internal Revenue Service Forms 5500received IRS determination letter, if any, relating to such Parent Benefit Plan, (iv) the most recent favorable determination or opinion letter from the Internal Revenue Service, (vD) the most recently prepared actuarial reports and financial statements in connection with report for each such Company Employee PlanParent Benefit Plan (if applicable), and (viE) all documents and material correspondence relating thereto to or from any Governmental Entity received from or provided to the Department of Labor, the PBGC, the Internal Revenue Service or any other Governmental Authority during the past year. (b) Neither the Company nor any of its ERISA Affiliates (nor any predecessor of any such entity) sponsors, maintains, administers or contributes to (or has any obligation to contribute to), or has, during in the last six years, sponsored, maintained, administered or contributed three years with respect to (or had any obligation to contribute to), any plan subject to Title IV of ERISA, including any multiemployer plan, as defined in Section 3(37) of ERISA. (c) Except as has not had such Parent Benefit Plan. All required reports and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Company Employee Plan that is intended to be qualified under Section 401(a) of the Code has received a favorable determination or opinion letter from the Internal Revenue Service or has applied to the Internal Revenue Service for such a letter within the applicable remedial amendment period or such period has not expired and, to the knowledge of the Company, no circumstances exist that would reasonably be expected to result in any such letter being revoked or not being reissued or a penalty under the Internal Revenue Service Closing Agreement Program if discovered during an Internal Revenue Service audit or investigation. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each trust created under any such Company Employee Plan is exempt from tax under Section 501(a) of the Code and has been so exempt since its creation. (d) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Company Employee Plan has been maintained in compliance with its terms and all Applicable Law, including ERISA and the Code. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, no claim (other than routine claims for benefits), action, suit, investigation or proceeding descriptions (including an auditbut not limited to Form 5500 annual reports and required attachments, summary annual reports, Forms PBGC-1 and summary plan descriptions) is pending against have been filed or involves or, to the Company’s knowledge, is threatened against or reasonably expected to involve, any Company Employee Plan before any Governmental Authority, including the Internal Revenue Service, the Department of Labor or the PBGC. (e) Except as provided under this Agreement or pursuant to Applicable Law, distributed appropriately in all material respects with respect to each director, officer, or employee (including each former director, officer, or employee) of Parent Benefit Plan. All contributions required to be made under the Company or any of its Subsidiaries, the consummation of the transactions contemplated by this Agreement will not, either alone or together with any other event: (i) entitle any such individual to any payment or benefit, including any bonus, retention, severance, retirement or job security payment or benefit, (ii) accelerate the time of payment or vesting or trigger any payment or funding (through a grantor trust or otherwise) of compensation or benefits under, or increase the amount payable or trigger any other obligation under, any Company Employee Plan, (iii) contractually limit or restrict the right of the Company or any of its Subsidiaries or, after the Closing, Parent to merge, amend or terminate any Company Employee Plan or (iv) result in the payment terms of any “excess parachute payment” (as defined in Section 280G(b)(1) of the Code). (f) Neither the Company nor any of its Subsidiaries has any current or projected liability for, and no Company Employee Parent Benefit Plan provides or promises, any post-employment or post-retirement medical, dental, disability, hospitalization, life or similar benefits (whether insured or self-insured) to any director, officer, or employee (including any former director, officer, or employee) of the Company or any of its Subsidiaries (other than coverage mandated by Applicable Law). (g) Neither the Company nor any of its Subsidiaries has any obligation to gross-up, indemnify or otherwise reimburse any Person for any Tax incurred by such Person under Section 409A or 4999 of the Code. (h) With respect to any Company Employee Plan for the benefit of Company employees or dependents thereof who perform services or who are employed outside of the United States (a “Non-U.S. Plan”), except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect: (i) if required to have been approved by any non-U.S. Governmental Authority (or permitted to have been approved to obtain any beneficial Tax or other status), such Non-U.S. Plan has been so approved or timely submitted for approval; no such approval has been revoked (nor, to the knowledge of the Company, has revocation been threatened) and no event has occurred since the date of the most recent approval or application therefor that is reasonably likely to affect any such approval or increase the costs relating thereto; (ii) if intended to be funded and/or book reserved, such Non-U.S. Plan is fully funded and/or book reserved, as appropriate, based upon reasonable actuarial assumptions; (iii) no made in all material liability exists or reasonably could be imposed upon the assets of the Company or any of its Subsidiaries by reason of such Non-U.S. Plan; and (iv) the financial statements of such Non-U.S. Plan (if any) accurately reflect such Non-U.S. Plan’s liabilitiesrespects. (i) On or prior to the date hereof, the Company has made available to Parent a list of each Company Equity Award outstanding as of December 9, 2020 that includes (A) the number of shares of Company Common Stock underlying such Company Equity Award (assuming achievement of the applicable performance goals at the target level in the case of any such Company Equity Award that is a Company PSU Award), (B) the exercise price of each such Company Equity Award that is a Company Stock Option, and (C) the vesting schedule of each such Company Equity Award that is unvested as of December 9, 2020.

Employees and Employee Benefit Plans. (a) Section 4.18(a3.11(a) of the Company Disclosure Schedule sets forth a true and complete list lists all employee benefit plans (as defined in Section 3(3) of the date Employee Retirement Income Security Act of this Agreement of each material Company Employee Plan and each Company Employee Plan that is subject to 1974, as amended (“ERISA. For each material Company Employee Plan and each Company Employee Plan that is ”)), whether or not subject to ERISA, and all stock option, stock purchase, restricted stock, long-term or annual incentive, deferred compensation, retiree medical or life insurance, supplemental retirement, or other benefit plans, programs or arrangements, and all retention, bonus, employment, termination, change in control and severance plans, programs, arrangements or agreements, and other similar contracts or agreements to or with respect to which Company, any Company Subsidiary, or any trade or business of Company or any of its Subsidiaries, whether or not incorporated, all of which together with Company would be deemed a “single employer” within the meaning of Section 4001(b)(1) of ERISA or subsections (b), (c), (m) or (o) of Section 414 of the Code (each, a “Company ERISA Affiliate”), is a party or has any current or future obligation or that are maintained, contributed to or sponsored by Company or any of its Subsidiaries or any Company ERISA Affiliate for the benefit of any current or former employee, officer, director or independent contractor of Company or any of its Subsidiaries or any Company ERISA Affiliate (all such plans, programs, arrangements, contracts or agreements, collectively, the “Company Benefit Plans”). (b) Company has previously made available to Parent a copy RMBI true and complete copies of such plan (or a descriptioneach of the Company Benefit Plans and related material documents, if such plan is not written) and all amendments thereto and material written interpretations thereof, together with a copy of (if applicable) including (i) each trustall summary plan descriptions, insurance amendments, modifications or other funding arrangementmaterial supplements to the most recent versions of any Company Benefit Plan, (ii) each summary the annual reports (Forms 5500), if any, filed with the Internal Revenue Service (the “IRS”) for the last two plan description and summary of material modificationsyears, (iii) the most recently filed Internal Revenue Service Forms 5500, (iv) the most recent favorable received IRS determination or opinion letter from the Internal Revenue Serviceletters, if any, relating to a Company Benefit Plan, and (viv) the most recently prepared actuarial reports and financial statements in connection with report for each such Company Employee Plan, and Benefit Plan (viif applicable) all documents and correspondence relating thereto received from or provided to for each of the Department of Labor, the PBGC, the Internal Revenue Service or any other Governmental Authority during the past yearlast two years. (bc) Each Company Benefit Plan has been established, operated and administered in all material respects in accordance with its terms and the requirements of all applicable laws, including ERISA and the Code. Neither the Company nor any of its ERISA Affiliates (Subsidiaries has taken any action to take corrective action or make a filing under any voluntary correction program of the IRS, United States Department of Labor or any other Governmental Entity with respect to any Company Benefit Plan, and neither Company nor any predecessor of its Subsidiaries has any knowledge of any plan defect that would qualify for correction under any such entity) sponsors, maintains, administers or contributes to (or has any obligation to contribute to), or has, during the last six years, sponsored, maintained, administered or contributed to (or had any obligation to contribute to), any plan subject to Title IV of ERISA, including any multiemployer plan, as defined in Section 3(37) of ERISAprogram. (cd) Except as has not had and would not reasonably be expected to have, individually or in Section 3.11(d) of the aggregate, a Company Material Adverse Effect, Disclosure Schedule identifies each Company Employee Benefit Plan that is intended to be qualified under Section 401(a) of the Code (the “Company Qualified Plans”). The IRS has received issued a favorable determination letter, or an opinion letter from for a prototype or volume submitter plan upon which Company may rely, with respect to each Company Qualified Plan and the Internal Revenue Service or has applied to the Internal Revenue Service for such a related trust, which letter within the applicable remedial amendment period or such period has not expired been revoked (nor has revocation been threatened), and, to the knowledge of the Company, there are no existing circumstances exist and no events have occurred that would reasonably be expected to result in could adversely affect the qualified status of any such letter being revoked Company Qualified Plan or not being reissued the related trust or a penalty under increase the Internal Revenue Service Closing Agreement Program if discovered during an Internal Revenue Service audit or investigationcosts relating thereto. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a No trust funding any Company Material Adverse Effect, each trust created under any such Company Employee Benefit Plan is exempt from tax under intended to meet the requirements of Section 501(a501(c)(9) of the Code and has been so exempt since its creation. (d) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Company Employee Plan has been maintained in compliance with its terms and all Applicable Law, including ERISA and the Code. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, no claim (other than routine claims for benefits), action, suit, investigation or proceeding (including an audit) is pending against or involves or, to the Company’s knowledge, is threatened against or reasonably expected to involve, any Company Employee Plan before any Governmental Authority, including the Internal Revenue Service, the Department of Labor or the PBGC. (e) Except as provided under this Agreement No Company Benefit Plan is subject to Title IV or pursuant to Applicable LawSection 302 of ERISA or Section 412, with respect to each director, officer, 430 or employee (including each former director, officer, or employee) of the Company or any of its Subsidiaries, the consummation of the transactions contemplated by this Agreement will not, either alone or together with any other event: (i) entitle any such individual to any payment or benefit, including any bonus, retention, severance, retirement or job security payment or benefit, (ii) accelerate the time of payment or vesting or trigger any payment or funding (through a grantor trust or otherwise) of compensation or benefits under, or increase the amount payable or trigger any other obligation under, any Company Employee Plan, (iii) contractually limit or restrict the right of the Company or any of its Subsidiaries or, after the Closing, Parent to merge, amend or terminate any Company Employee Plan or (iv) result in the payment of any “excess parachute payment” (as defined in Section 280G(b)(1) 4971 of the Code). (f) None of Company and its Subsidiaries nor any Company ERISA Affiliate has, at any time during the last six years, contributed to or been obligated to contribute to any plan that is a “multiemployer plan” within the meaning of Section 4001(a)(3) of ERISA (a “Multiemployer Plan”) or 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 (a “Multiple Employer Plan”), and none of Company and its Subsidiaries nor any Company ERISA Affiliate has incurred any liability to a Multiemployer Plan or Multiple Employer Plan as a result of a complete or partial withdrawal (as those terms are defined in Part I of Subtitle E of Title IV of ERISA) from a Multiemployer Plan or Multiple Employer Plan. (g) Neither the Company nor any of its Subsidiaries sponsors, has sponsored or has any current or projected liability for, and no Company Employee Plan obligation with respect to any employee benefit plan that provides or promises, for any post-employment or post-retirement medicalhealth or medical or life insurance benefits for retired, dentalformer or current employees or beneficiaries or dependents thereof, disability, hospitalization, life or similar benefits (whether insured or self-insured) to any director, officer, or employee (including any former director, officer, or employee) of the Company or any of its Subsidiaries (other than coverage mandated except as required by Applicable Law). (g) Neither the Company nor any of its Subsidiaries has any obligation to gross-up, indemnify or otherwise reimburse any Person for any Tax incurred by such Person under Section 409A or 4999 4980B of the Code. (h) With respect All contributions required to be made to any Company Employee Benefit Plan for by applicable law or by any plan document or other contractual undertaking, and all premiums due or payable with respect to insurance policies funding any Company Benefit Plan, have been timely made or paid in full or, to the benefit extent not required to be made or paid, have been fully reflected on the books and records of Company employees or dependents thereof who perform services or who are employed outside of the United States (a “Non-U.S. Plan”), except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect: Company. (i) if required to have been approved by any non-U.S. Governmental Authority (or permitted to have been approved to obtain any beneficial Tax or other status), such Non-U.S. Plan has been so approved or timely submitted for approval; There are no such approval has been revoked (norpending or, to the knowledge of the Company, has revocation threatened claims (other than claims for benefits in the ordinary course), lawsuits or arbitrations which have been threatened) and asserted or instituted, and, to Company’s knowledge, no event has occurred since the date set of the most recent approval circumstances exists which may reasonably give rise to a claim or application therefor that is reasonably likely lawsuit, against any Company Benefit Plan, any fiduciaries thereof with respect to affect any such approval their duties to a Company Benefit Plan or increase the costs relating thereto; (ii) if intended to be funded and/or book reserved, such Non-U.S. Plan is fully funded and/or book reserved, as appropriate, based upon reasonable actuarial assumptions; (iii) no material liability exists or reasonably could be imposed upon the assets of the any of trust under any Company Benefit Plans which could reasonably be expected to result in any liability of Company or any of its Subsidiaries by reason of such Non-U.S. to any Governmental Entity, any Multiemployer Plan; and (iv) the financial statements of such Non-U.S. Plan (if any) accurately reflect such Non-U.S. , a Multiple Employer Plan’s liabilities, any participant in a Company Benefit Plan, or any other party. (ij) On None of Company and its Subsidiaries nor any Company ERISA Affiliate nor any other person, including any fiduciary, has engaged in any “prohibited transaction” (as defined in Section 4975 of the Code or prior Section 406 of ERISA), for which there is not an exemption or which could subject any of the Company Benefit Plans or their related trusts, Company, any of its Subsidiaries, any Company ERISA Affiliate or any person that Company or any of its Subsidiaries has an obligation to indemnify, to any Tax or penalty imposed under Section 4975 of the date hereofCode or Section 502 of ERISA. (k) Except as set forth in Section 3.11(k) of the Company Disclosure Schedule, neither Company nor any of its Subsidiaries maintains split dollar life insurance for the benefit of any current or former executive, employee, director or other service provider (the “Split Dollar Policies”). Company files include a true and complete copy of each Split Dollar Policy and the relevant releases for each person previously a beneficiary or owner of all or a portion of a split dollar policy previously maintained by Company of its Subsidiaries. Except as set forth in Section 3.11(k) of the Company Disclosure, no Split Dollar Policy provides for any additional rights, including vesting or limitations on termination of any such policy, in connection with a change in control or termination of service. (l) Except as set forth in Section 3.11(l) of the Company Disclosure Schedule, neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (either alone or in conjunction with any other event) result in, cause the vesting, exercisability or delivery of, or increase in the amount or value of, any payment, right or other benefit to any employee, officer, director or other service provider of Company or any of its Subsidiaries, or result in any limitation on the right of Company or any of its Subsidiaries to amend, merge, terminate or receive a reversion of assets from any Company Benefit Plan or related trust. Without limiting the generality of the foregoing, no amount paid or payable (whether in cash, in property, or in the form of benefits) by Company or any of its Subsidiaries in connection with the transactions contemplated hereby (either solely as a result thereof or as a result of such transactions in conjunction with any other event) will be an “excess parachute payment” within the meaning of Section 280G of the Code or will not be deductible under Section 162(m) of the Code. Neither Company nor any of its Subsidiaries maintains or contributes to a rabbi trust or similar funding vehicle, and the transactions contemplated by this Agreement will not cause or require Company or any of its Subsidiaries or affiliates to establish or make any contribution to a rabbi trust or similar funding vehicle. No Company Benefit Plan provides for the gross-up, indemnification or reimbursement of Taxes under Section 4999 or 409A of the Code, or otherwise. Company has made available to Parent a list RMBI copies of Section 280G calculations (whether or not final) with respect to any disqualified individual in connection with the transactions contemplated hereby. (m) Company, each of its Subsidiaries and each applicable Company Equity Award outstanding as of December 9, 2020 that includes (A) Benefit Plan are in material compliance with the number of shares of Company Common Stock underlying such Company Equity Award (assuming achievement applicable terms of the applicable performance goals at Patient Protection and Affordable Care Act of 2010, as amended by the target level in Health Care and Education Reconciliation Act of 2010, and the case guidance and regulations issued under each of any such the foregoing. (n) Each Company Equity Award Benefit Plan that is a “nonqualified deferred compensation plan” (as such term is defined in Section 409A(d)(1) of the Code) and any awards and deferral elections thereunder are in documentary compliance with and have been maintained and operated in compliance with its terms and the operational and documentary requirements of Section 409A of the Code and the regulations thereunder. (o) There are no pending or, to Company’s knowledge, threatened labor grievances or unfair labor practice claims or charges against Company PSU Award)or any of its Subsidiaries, (B) the exercise price or any strikes or other labor disputes against Company or any of each such its Subsidiaries. Neither Company Equity Award that nor any of its Subsidiaries is a party to or bound by any collective bargaining or similar agreement with any labor organization, or work rules or practices agreed to with any labor organization or employee association applicable to employees of Company Stock Optionor any of its Subsidiaries and, and to the knowledge of Company, there are no organizing efforts by any union or other group seeking to represent any employees of Company or any of its Subsidiaries. (Cp) No written allegations of sexual or racial harassment or sexual or race-based misconduct have been made since January 1, 2022 against any individual in his or her capacity as an officer or employee of Company or any of its Subsidiaries. Since January 1, 2022, neither Company nor any of its Subsidiaries has entered into any settlement agreement related to allegations of sexual or racial harassment or sexual or race-based misconduct by any officer or employee of Company or any of its Subsidiaries. There are no proceedings currently pending or, to the vesting schedule knowledge of each such Company, threatened related to any allegations of sexual or racial harassment or sexual or race-based misconduct by any individual in his or her capacity as an officer or employee of Company Equity Award that is unvested as or any of December 9, 2020its Subsidiaries.

Employees and Employee Benefit Plans. (a) Section 4.18(a5.13(a)(i) of the Company Disclosure Schedule sets forth contains a true and complete list as of the date of this Agreement of each material Company Employee Benefit Plan and (excluding offer letters entered into in the ordinary course of business that do not provide for any severance benefits). Section 5.13(a)(ii) of the Company Disclosure Schedule contains a list of each Company Employee Multiemployer Plan that is subject to ERISAwhich the Company, any of the Company’s Subsidiaries, or any ERISA Affiliates of the foregoing contributes, has an obligation to contribute, or has any liability. For each material Company Employee Plan and each Company Employee Plan that is subject to ERISA, the The Company has made available to Parent a copy complete and correct copies of such plan (or a description, if such plan is not written) and all amendments thereto and material written interpretations thereof, together with a copy of (if applicable) (i) each trustmaterial plan document with respect to each Company Benefit Plan (or, insurance or other funding arrangementwith respect to any unwritten material Company Benefit Plan, a written description of the material terms thereof) and (ii) each summary plan description and summary of material modificationsto the extent applicable, (iii) the most recently filed Internal Revenue Service Forms 5500, (ivA) the most recent favorable determination or opinion letter from the Internal Revenue Serviceannual report on Form 5500 filed and all schedules thereto filed with respect to such Company Benefit Plan, (vB) each current trust agreement, insurance contract or policy, group annuity contract and any other funding arrangement relating to such Company Benefit Plan, (C) the most recently prepared actuarial reports and financial statements in connection recent Internal Revenue Service opinion or favorable determination letter, (D) the most recent summary plan description, if any, required under ERISA with each respect to such Company Employee Benefit Plan, (E) any stop loss insurance policies with respect to any self-insured health plans, and (viF) all documents and correspondence relating thereto received the most recent estimates of Withdrawal Liability from or provided to Multiemployer Plans listed in Section 5.13(a)(ii) of the Department of Labor, the PBGC, the Internal Revenue Service or any other Governmental Authority during the past yearCompany Disclosure Schedule. (b) Neither Each Company Benefit Plan has been operated, administered, and maintained in material compliance with its terms and with the requirements of applicable Laws, including ERISA, the Code and in each case the regulations thereunder. Except as would not be material to the Company nor any of and its ERISA Affiliates (nor any predecessor of any such entity) sponsorsSubsidiaries, maintainstaken as a whole, administers or contributes all employer contributions, premiums and expenses to (or has any obligation to contribute to), or has, during the last six years, sponsored, maintained, administered or contributed to (or had any obligation to contribute to), any plan subject to Title IV of ERISA, including any multiemployer plan, as defined in Section 3(37) of ERISA. (c) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, respect of each Company Employee Benefit Plan have been paid in full or, to the extent not yet due, have been adequately accrued in accordance with applicable accounting practices of the Company. Each Company Benefit Plan that is intended to be qualified under Section 401(a) of the Code has either received a favorable determination or opinion letter from the Internal Revenue Service or has applied to may rely on a favorable opinion letter issued by the Internal Revenue Service for such a letter within Service. (c) No Company Benefit Plan is subject to Title IV of ERISA or Section 412 of the applicable remedial amendment period or such period has not expired Code, and, to during the knowledge immediately preceding six (6) years, none of the Company, no circumstances exist that would reasonably be expected its Subsidiaries and their respective ERISA Affiliates has contributed to, or been required to result contribute to, or withdrawn in a complete or partial withdrawal (regardless of whether Withdrawal Liability has been assessed) from, any such letter being revoked plan subject to Title IV of ERISA or not being reissued Section 412 of the Code, including any Multiemployer Plan, or a penalty under the Internal Revenue Service Closing Agreement Program if discovered during an Internal Revenue Service audit or investigation. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each trust created under incurred any such Company Employee Plan is exempt from tax liability under Section 501(a) of the Code and has been so exempt since its creation4202 or ERISA. (d) Except Neither the Company, nor any of its Subsidiaries, nor any ERISA Affiliates of any of the foregoing, has withdrawn in a partial or complete withdrawal from a Multiemployer Plan (as has not had described in ERISA Sections 4205 and would not reasonably be expected to have4203, individually or in the aggregaterespectively), a Company Material Adverse Effect, each Company Employee Plan regardless of whether Withdrawal Liability has been maintained in compliance with its terms and assessed, except for withdrawals for which all Applicable Law, including ERISA and the Code. Except as Withdrawal Liability that has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, no claim (other than routine claims for benefits), action, suit, investigation or proceeding (including an audit) is pending against or involves or, to the Company’s knowledge, is threatened against or reasonably expected to involve, any Company Employee Plan before any Governmental Authority, including the Internal Revenue Service, the Department of Labor or the PBGCbeen assessed has been satisfied. (e) Except as provided under this Agreement No Company Benefit Plan provides health insurance, life insurance or pursuant death benefits (whether or not insured) to Applicable Law, with respect to each director, officer, current or employee (including each former director, officer, or employee) employees of the Company or any of its SubsidiariesSubsidiaries beyond their retirement or other termination of service, other than as required by Section 4980B of the Code or other applicable Law. (f) Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated by this Agreement will notwill, either alone or together in conjunction with any other event: event (other than actions taken by or at the direction of Parent or its Affiliates), (i) entitle any such individual officer, director or employee of the Company or any of its Subsidiaries to any payment severance or benefit, including any bonus, retention, severance, retirement termination pay pursuant to a Company Benefit Plan or job security payment or benefit, (ii) accelerate the time of payment or vesting vesting, result in any forgiveness of indebtedness or trigger any payment or funding (through a grantor trust or otherwise) of compensation or benefits under, or increase the amount payable or trigger any other obligation underpursuant to, any Company Employee Benefit Plan, (iii) contractually limit or restrict . Neither the right execution and delivery of this Agreement nor the consummation of the Company transactions contemplated by this Agreement will, alone or in conjunction with any of its Subsidiaries orother event, after the Closing, Parent to merge, amend or terminate any Company Employee Plan or (iv) result in the payment or characterization of any amount that would constitute an “excess parachute payment” (as defined in within the meaning of Section 280G(b)(1) 280G of the Code). (f) Neither the Company nor any of its Subsidiaries has any current or projected liability for, and no Company Employee Plan provides or promises, any post-employment or post-retirement medical, dental, disability, hospitalization, life or similar benefits (whether insured or self-insured) to any director, officer, or employee (including any former director, officer, or employee) of the Company or any of its Subsidiaries (other than coverage mandated by Applicable Law). (g) Neither the Company nor any of its Subsidiaries (i) has agreed to recognize any labor union, works council or labor organization, nor has any obligation labor union, works council or labor organization been certified as the exclusive bargaining representative of any employees of the Company or any of its Subsidiaries, (ii) is a party to gross-up, indemnify or otherwise reimburse bound by, or currently negotiating, any Person for any Tax incurred by such Person under Section 409A Bargaining Agreement, or 4999 (iii) as of the Codedate hereof is the subject of any material proceeding seeking to compel it to bargain with any labor union, works council or labor organization, nor, to the Knowledge of the Company, is any such proceeding threatened. For the past three (3) years, to the Knowledge of the Company, there have been no labor organizing activities, unfair labor practice charges, material labor grievances, labor arbitrations, strikes, slowdowns, work stoppages, picketing, handbilling, lockouts or other material labor disputes pending or threatened against or affecting the Company or any of its Subsidiaries with respect to employees of the Company or any of its Subsidiaries, in each case, relating to organized labor and compliance with the National Labor Relations Act (as applicable). (h) With Except as would not constitute a Company Material Adverse Effect, the Company and its Subsidiaries are in compliance with all applicable Laws respecting labor, employment, fair employment practices (including equal employment opportunity Laws), terms and conditions of employment, workers’ compensation, occupational safety and health requirements, plant closings, wages and hours (including overtime and provision of meal and rest breaks), immigration and work authorization (including the completion of Forms I-9 for all employees and the proper confirmation of employee visas), withholding of Taxes, worker classification (including the classification of independent contractors and exempt and non-exempt employees, employment discrimination and harassment (including anti-harassment training requirements under applicable Laws), whistleblowing, disability rights or benefits, equal opportunity, labor relations, plant closures and layoffs (including the Worker Adjustment and Retraining Notification Act of 1988, as amended, or any similar Laws (“WARN Act”)), employee trainings and notices, employee leave issues, affirmative action, and unemployment insurance and related matters. (i) Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, the Company and its Subsidiaries have investigated all sexual harassment or other discrimination or retaliation allegations that have been reported through the Company’s or any such Subsidiary’s complaint procedures and, with respect to any Company Employee Plan for substantiated claims (as determined pursuant to the benefit terms of Company employees or dependents thereof who perform services or who are employed outside of the United States (a “Non-U.S. Plan”such procedures), except the Company and its Subsidiaries have taken corrective action that is reasonably calculated to prevent further improper action. (j) Except as has not had had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect: (i) if required to have been approved by any non-U.S. Governmental Authority (or permitted to have been approved to obtain any beneficial Tax or other status), such Non-U.S. Plan has been so approved or timely submitted for approval; no such approval has been revoked (nor, to the knowledge Knowledge of the Company, has revocation been threatened) and no event has occurred since the date of the most recent approval current or application therefor that is reasonably likely to affect any such approval former officer, principal, or increase the costs relating thereto; (ii) if intended to be funded and/or book reserved, such Non-U.S. Plan is fully funded and/or book reserved, as appropriate, based upon reasonable actuarial assumptions; (iii) no material liability exists or reasonably could be imposed upon the assets manager of the Company or any of its Subsidiaries is in any respect in violation of any term of any nondisclosure agreement or obligation, noncompetition agreement, nonsolicitation agreement or other restrictive covenant obligation (A) owed to the Company or any of its Subsidiaries or (B) owed to any third party with respect to such person’s right to be employed or engaged by reason the Company or any of its Subsidiaries. Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, there is no (1) claim by or on behalf of any current or former officer, principal, or manager of the Company or any of its Subsidiaries pending or, to the Knowledge of the Company, threatened asserting that any such Non-U.S. Plan; and restrictive covenant obligation to the Company or any of its Subsidiaries is unenforceable, or (iv2) Order ruling that any such obligation to the financial statements Company or any of such Non-U.S. Plan (if any) accurately reflect such Non-U.S. Plan’s liabilitiesits Subsidiaries is unenforceable. (k) Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, all Company Benefit Plans subject to the laws of any jurisdiction outside of the United States (i) On or prior to the date hereof, the Company has made available to Parent a list of each Company Equity Award outstanding as of December 9, 2020 that includes (A) the number of shares of Company Common Stock underlying such Company Equity Award (assuming achievement of the have been maintained in material compliance with all applicable performance goals at the target level in the case of any such Company Equity Award that is a Company PSU Award)requirements, (Bii) the exercise price of each that are intended to qualify for special tax treatment meet all requirements for such Company Equity Award that is a Company Stock Optiontreatment, and (Ciii) the vesting schedule of each such Company Equity Award that is unvested are intended to be funded and/or book-reserved are funded and/or book reserved, as of December 9required under applicable Laws and GAAP, 2020based upon reasonable actuarial assumptions.

Employees and Employee Benefit Plans. (a) Section 4.18(a3.13(a) of the Company Disclosure Schedule sets forth contains a true and complete list as of the date of this Agreement of each material Company Employee Plan and each Company Employee Plan that is subject to ERISABenefit Plan. For each material Company Employee Plan and each Company Employee Plan that is subject to ERISA, the The Company has made available to Parent a copy copies of such plan (or a description, if such plan is not written) and all amendments thereto and material written interpretations thereof, together with a copy of (if applicable) (i) each trust, insurance or other funding arrangement, material Company Benefit Plan and (ii) each summary plan description and summary of material modificationsto the extent applicable, (iiiA) the most recently filed Internal Revenue Service Forms 5500documents governing the Company Benefit Plan (including all amendments thereto) or written description of any Company Benefit Plan that is not in writing, (ivB) the most recent annual report on Form 5500 filed and all schedules thereto filed with respect to such Company Benefit Plan, (C) each current trust agreement, insurance contract or policy, group annuity contract and any other funding arrangement relating to such Company Benefit Plan, (D) the most recent actuarial report, financial statement or valuation report, (E) the current determination letter or favorable determination or opinion letter from issued by the Internal Revenue Service, (vF) the most recently prepared actuarial reports and financial statements in connection recent summary plan description, if any, required under ERISA with each respect to such Company Employee Benefit Plan, and (viG) all documents and material correspondence to or from any Governmental Entity or Multiemployer Plan relating thereto received from or provided to such Company Benefit Plan during the three (3) years prior to the Department of Labor, the PBGC, the Internal Revenue Service or any other Governmental Authority during the past yeardate hereof. (b) Neither Each Company Benefit Plan has been maintained in compliance in all material respects with its terms and with the requirements of applicable Law. Each Company nor any of its ERISA Affiliates (nor any predecessor of any such entity) sponsors, maintains, administers or contributes to (or has any obligation to contribute to), or has, during the last six years, sponsored, maintained, administered or contributed to (or had any obligation to contribute to), any plan subject to Title IV of ERISA, including any multiemployer plan, as defined in Section 3(37) of ERISA. (c) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Company Employee Benefit Plan that is intended to be qualified under Section 401(a) of the Code has either received a favorable determination or opinion letter from the Internal Revenue Service or has applied to may rely on a favorable opinion letter issued by the Internal Revenue Service for such a letter within the applicable remedial amendment period or such period has not expired and, to the knowledge Knowledge of the Company, nothing has occurred and no circumstances exist condition exists that would reasonably be expected to adversely affect such qualification or otherwise result in material liability (contingent or otherwise) to the Company or any such letter being revoked or not being reissued or a penalty under the Internal Revenue Service Closing Agreement Program if discovered during an Internal Revenue Service audit or investigation. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each trust created under any such Company Employee Plan is exempt from tax under of its Subsidiaries. (c) Section 501(a3.13(c) of the Code and Company Disclosure Schedule sets forth each Multiemployer Plan to which the Company, any of its Subsidiaries or any of their respective ERISA Affiliates contributes or has an obligation to contribute or in respect of which the Company, any of its Subsidiaries or any of their respective ERISA Affiliates has any liability (contingent or otherwise). With respect to each such Multiemployer Plan, (i) to the Knowledge of the Company, such plan has been so exempt since maintained in compliance in all material respect with its creationterms and with the requirements and applicable Law, (ii) all contributions required to have been made by the Company, any of its Subsidiaries or any of their respective ERISA Affiliates have been timely made as required by the terms of the collective bargaining agreements, the plan documents, the trust agreements, and applicable Law, (iii) none of the Company, any of its Subsidiaries or any of their respective ERISA Affiliates has (A) incurred withdrawal liability as a result of a “complete withdrawal” or a “partial withdrawal,” as such terms are respectively defined in Sections 4203 and 4205 of ERISA; or (B) received any written notification within the immediately preceding three (3) years that any such plan is insolvent (within the meaning of Section 4245 of ERISA), is in reorganization (within the meaning of Section 4241 of ERISA), has initiated proceedings to terminate, or is considered to be in “endangered” or “critical” status under Section 432 of the Code. (d) Except as Other than the Multiemployer Plans set forth on Section 3.13(c) of the Company Disclosure Schedule, no Company Benefit Plan is subject to Title IV of ERISA or Section 412 of the Code, the Company has not had and would is not reasonably be expected to haveincur any liability (contingent or otherwise) under Title IV of ERISA and, individually during the immediately preceding six (6) years, none of the Company, its Subsidiaries or in the aggregateany of their respective ERISA Affiliates has sponsored, maintained, contributed to, or been required to contribute to, a plan subject to Title IV of ERISA or Section 412 of the Code or a defined benefit pension plan. (e) Neither the Company Material Adverse Effectnor any of its Subsidiaries has any obligation to provide any health or welfare benefits (whether or not insured) to any current or former officer, each director, employee or other individual service provider of the Company Employee or any of its Subsidiaries following termination of employment or service, except as required by applicable Law at the sole expense of the participant or pursuant to a severance arrangement set forth in Section 3.13(e) of the Company Disclosure Schedule. (f) There is no Action pending or, to the Knowledge of the Company, threatened, in respect of or involving any Company Benefit Plan has been maintained in compliance with its terms and all Applicable Law, including ERISA and the Code. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, no claim (other than routine claims for benefits)) or involving the Company’s participation in any Multiemployer Plan that if determined adversely to the Company or one of its Subsidiaries would not reasonably be expected to be material to the Company and its Subsidiaries, actiontaken as a whole. There is no, suitand for the past three (3) years there has been no, investigation or proceeding (including an auditi) is Action pending against or involves (or, to the Knowledge of the Company’s knowledge, is threatened against threatened) by or reasonably expected to involve, any Company Employee Plan before any Governmental Authority, including the Internal Revenue Service, the Department of Labor or the PBGC. (e) Except as provided under this Agreement or pursuant to Applicable Law, Entity with respect to each directorthe Company or any of its Subsidiaries concerning employment-related matters or (ii) Action (or, officerto the Knowledge of the Company, any threatened Action) against or affecting the Company or any of its Subsidiaries brought by any current or former applicant, employee (including each former director, officer, or employee) independent contractor of the Company or any of its Subsidiaries, in each case, that if determined adversely to the Company or one of its Subsidiaries would not reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. (g) Except as expressly provided under Section 2.8 of this Agreement, neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated by this Agreement will not, either (alone or together in combination with any other event: ) (i) entitle any such current or former officer, director, employee or other individual service provider of the Company or any of its Subsidiaries to severance or any other payment or benefit, including any bonus, retention, severance, retirement benefit pursuant to a Company Benefit Plan or job security payment or benefit, (ii) accelerate the time of payment or vesting or result in any forgiveness of indebtedness or trigger any payment or funding obligation (through a grantor trust or otherwise) of compensation or benefits under, or increase the amount payable or trigger any other obligation underpursuant to, any Company Employee Benefit Plan. (h) Except as disclosed in Section 3.13(h) of the Company Disclosure Schedule, neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated by this Agreement will (alone or in combination with any other event) result in (i) any “excess parachute payment” (within the meaning of Section 280G of the Code) becoming due to any current or former officer, director, employee or other independent service provider of the Company or any of its Subsidiaries, (ii) the imposition of an excise tax under Section 4999 of the Code or (iii) contractually limit the non-deductibility of any payments or restrict the right benefits under Section 162 (or any similar provisions of foreign Law). No current or former officer, director, employee or other independent service provider of the Company or any of its Subsidiaries oris entitled to any gross-up, after make-whole or additional payment from the Closing, Parent Company or any of its Subsidiaries with respect to merge, amend any Taxes under Sections 4999 or terminate any Company Employee Plan or 409A of the Code. (ivi) result in the payment of any “excess parachute payment” (Except as defined disclosed in Section 280G(b)(13.13(i)(1) of the Code). Company Disclosure Schedule, there are no labor troubles (fincluding any work slowdown, lockout, stoppage, picketing or strike) Neither pending, or to the Company’s Knowledge, threatened against the Company or any of its Subsidiaries, and there have been no such troubles for the past three (3) years. Except as disclosed in Section 3.13(i)(2) of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries (i) has agreed to recognize any labor union or labor organization, nor has any current labor union or projected liability forlabor organization been certified as the exclusive bargaining representative of any employees of the Company or any of its Subsidiaries, (ii) is a party to or otherwise bound by, or currently negotiating, any collective bargaining agreement or other Contract with a labor union or labor organization, or (iii) as of the date hereof is the subject of any petition or proceeding seeking to compel it to bargain with any labor union or labor organization, nor, to the Knowledge of the Company, is any such proceeding threatened. To the Knowledge of the Company, there is no effort currently being made or threatened by, or on behalf of, any labor union or other employee representative body to organize any employees of the Company, and there have been no such efforts for the past three (3) years. The Company Employee Plan provides has not and is not engaged in any unfair labor practice and no unfair labor practice complaint, grievance or promisesarbitration proceeding is pending or, to the Knowledge of the Company, threatened against the Company, except as would not reasonably be expected, either individually or in the aggregate, to result in any post-material liability to the Company. (j) Except as disclosed in Section 3.13(j) of the Company Disclosure Schedule, no notice, consent or consultation obligations with respect to any employees of the Company or any of its Subsidiaries, or any labor organization or other employee representative body representing employees of the Company or any of its Subsidiaries, will be a condition precedent to, or triggered by, the execution of this Agreement or the consummation of the transactions contemplated hereby. (k) The Company and its Subsidiaries are, and for the past three (3) years have been, in compliance with all applicable Laws respecting labor, employment, fair employment practices, terms and conditions of employment, workers’ compensation, occupational safety and health requirements, plant closings, wages and hours, withholding of Taxes, classification and compensation of employees and independent contractors, employment discrimination, disability rights or benefits, equal opportunity, labor relations, employee leave issues and unemployment insurance and related matters. The Company and its Subsidiaries are, and for the past three (3) years have been, in compliance with all affirmative action obligations and all rules and regulations of or administered by the Office of Federal Contract Compliance Programs to which it is subject as a federal contractor. (l) To the Knowledge of the Company, no current executive, key employee or group of employees has given notice of termination of employment or post-retirement medical, dental, disability, hospitalization, life otherwise disclosed plans to terminate employment with the Company or similar benefits any of its Subsidiaries within the twelve (whether insured 12) month period following the date hereof. No executive or self-insured) to any director, officer, or key employee (including any former director, officer, or employee) of the Company or any of its Subsidiaries (other than coverage mandated by Applicable Law). (g) Neither the Company nor any of its Subsidiaries has any obligation to gross-up, indemnify or otherwise reimburse any Person for any Tax incurred by such Person is employed under Section 409A or 4999 of the Code. (h) With respect to any Company Employee Plan for the benefit of Company employees or dependents thereof who perform services or who are employed outside of the United States (a “Non-U.S. Plan”), except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect: (i) if required to have been approved by any non-U.S. Governmental Authority (or permitted to have been approved to obtain any beneficial Tax immigrant work visa or other status), such Non-U.S. Plan has been so approved or timely submitted for approval; no such approval has been revoked (nor, to the knowledge of the Company, has revocation been threatened) and no event has occurred since the date of the most recent approval or application therefor work authorization that is reasonably likely to affect any such approval or increase the costs relating thereto; (ii) if intended to be funded and/or book reserved, such Non-U.S. Plan is fully funded and/or book reserved, as appropriate, based upon reasonable actuarial assumptions; (iii) no material liability exists or reasonably could be imposed upon the assets of the Company or any of its Subsidiaries by reason of such Non-U.S. Plan; and (iv) the financial statements of such Non-U.S. Plan (if any) accurately reflect such Non-U.S. Plan’s liabilitieslimited in duration. (i) On or prior to the date hereof, the Company has made available to Parent a list of each Company Equity Award outstanding as of December 9, 2020 that includes (A) the number of shares of Company Common Stock underlying such Company Equity Award (assuming achievement of the applicable performance goals at the target level in the case of any such Company Equity Award that is a Company PSU Award), (B) the exercise price of each such Company Equity Award that is a Company Stock Option, and (C) the vesting schedule of each such Company Equity Award that is unvested as of December 9, 2020.

Employees and Employee Benefit Plans. (a) Section 4.18(a) 4.17 of the Company Disclosure Schedule sets forth Letter contains a true correct and complete list identifying each material U.S. Company Plan. For purposes of this Agreement, (i) “Company Plan” means each “employee benefit plan,” as defined in Section 3(3) of ERISA, each employment agreement, severance agreement or plan, and each other plan, program, fund, or agreement, whether written or unwritten, providing for compensation, bonuses, profit-sharing, equity compensation or other forms of incentive or deferred compensation, insurance (including any self-insured arrangements), health or medical benefits, or post-employment or retirement benefits (including compensation, pension, health, medical or life insurance benefits) which is maintained, administered or contributed to by the Company or any Affiliate and covers any current or former employee, officer, director, or other service provider of the date Company or any of this Agreement its Affiliates, or with respect to which the Company or any of each material its Affiliates has any liability, other than a Multiemployer Plan (as defined below); (ii) “Foreign Company Employee Plan and Plan” means each Company Employee Plan that primarily covers current or former employees, officers, directors or other service providers of the Company or any of its Affiliates based outside of the United States and/or which is governed by the laws of any jurisdiction outside of the United States (other than any plan or program maintained by a Governmental Authority to which the Company or any of its Affiliates to contribute pursuant to applicable Laws); and (iii) “U.S. Company Plan” means each Company Plan that is subject to ERISAnot a Foreign Company Plan. For each material Company Employee Plan and each Company Employee Plan that is subject to ERISA, the The Company has made available to Parent a copy with respect to each material U.S. Company Plan: (A) copies of all material documents embodying and relating to each such U.S. Company Plan, including the plan (or a descriptiondocument, if such plan is not written) and all amendments thereto and material written interpretations thereof, together with a copy of (if applicable) (i) each trust, insurance or other funding arrangementall related trust documents, (ii) each summary plan description and summary of material modifications, (iii) the most recently filed Internal Revenue Service Forms 5500, (ivB) the most recent favorable annual report (Form 5500 including, if applicable, Schedule B thereto) and tax return (Form 990), if any, required under ERISA or the Code in connection therewith or its related trust, (C) the most recent actuarial report (if applicable), (D) the most recent summary plan description, if any, required under ERISA , (E) all material written contracts, instruments or agreements relating to each such U.S. Company Plan, and (F) the most recent Internal Revenue Service determination or opinion letter from the Internal Revenue Service, (v) the most recently prepared actuarial reports and financial statements in connection issued with respect to each such U.S. Company Employee Plan, and (vi) all documents and correspondence relating thereto received from or provided to the Department of Labor, the PBGC, the Internal Revenue Service or any other Governmental Authority during the past year. (b) Neither the Company nor any of its ERISA Affiliates (nor any predecessor of any such entity) sponsors, maintains, administers or contributes to (or has any obligation to contribute to), or has, during the last six years, sponsored, maintained, administered or contributed to (or had any obligation to contribute to), any plan subject to Title IV of ERISA, including any multiemployer plan, as defined in Section 3(37) of ERISA. (c) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Company Employee Plan that is intended to be qualified under Section 401(a) of the Code has received a favorable determination or opinion letter from the Internal Revenue Service or has applied to the Internal Revenue Service for such a letter within the applicable remedial amendment period or such period has not expired and, to the knowledge of the Company, no circumstances exist that would reasonably be expected to result in any such letter being revoked or not being reissued or a penalty under the Internal Revenue Service Closing Agreement Program if discovered during an Internal Revenue Service audit or investigation. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each trust created under any such Company Employee Plan is exempt from tax under Section 501(a) of the Code and has been so exempt since its creation. (d) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Company Employee Plan has been maintained in compliance with its terms and all Applicable Law, including ERISA and the Code. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, no claim (other than routine claims for benefits), action, suit, investigation or proceeding (including an audit) is pending against or involves or, to the Company’s knowledge, is threatened against or reasonably expected to involve, any Company Employee Plan before any Governmental Authority, including the Internal Revenue Service, the Department of Labor or the PBGC. (e) Except as provided under this Agreement or pursuant to Applicable Law, with respect to each director, officer, or employee (including each former director, officer, or employee) of the Company or any of its Subsidiaries, the consummation of the transactions contemplated by this Agreement will not, either alone or together with any other event: (i) entitle any such individual to any payment or benefit, including any bonus, retention, severance, retirement or job security payment or benefit, (ii) accelerate the time of payment or vesting or trigger any payment or funding (through a grantor trust or otherwise) of compensation or benefits under, or increase the amount payable or trigger any other obligation under, any Company Employee Plan, (iii) contractually limit or restrict the right of the Company or any of its Subsidiaries or, after the Closing, Parent to merge, amend or terminate any Company Employee Plan or (iv) result in the payment of any “excess parachute payment” (as defined in Section 280G(b)(1) of the Code). (f) Neither the Company nor any of its Subsidiaries has any current or projected liability for, and no Company Employee Plan provides or promises, any post-employment or post-retirement medical, dental, disability, hospitalization, life or similar benefits (whether insured or self-insured) to any director, officer, or employee (including any former director, officer, or employee) of the Company or any of its Subsidiaries (other than coverage mandated by Applicable Law). (g) Neither the Company nor any of its Subsidiaries has any obligation to gross-up, indemnify or otherwise reimburse any Person for any Tax incurred by such Person under Section 409A or 4999 of the Code. (h) With respect to any Company Employee Plan for the benefit of Company employees or dependents thereof who perform services or who are employed outside of the United States (a “Non-U.S. Plan”), except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect: (i) if required to have been approved by any non-U.S. Governmental Authority (or permitted to have been approved to obtain any beneficial Tax or other status), such Non-U.S. Plan has been so approved or timely submitted for approval; no such approval has been revoked (nor, to the knowledge of the Company, has revocation been threatened) and no event has occurred since the date of the most recent approval or application therefor that is reasonably likely to affect any such approval or increase the costs relating thereto; (ii) if intended to be funded and/or book reserved, such Non-U.S. Plan is fully funded and/or book reserved, as appropriate, based upon reasonable actuarial assumptions; (iii) no material liability exists or reasonably could be imposed upon the assets of the Company or any of its Subsidiaries by reason of such Non-U.S. Plan; and (iv) the financial statements of such Non-U.S. Plan (if any) accurately reflect such Non-U.S. Plan’s liabilities. (i) On or prior to the date hereof, the Company has made available to Parent a list of each Company Equity Award outstanding as of December 9, 2020 that includes (A) the number of shares of Company Common Stock underlying such Company Equity Award (assuming achievement of the applicable performance goals at the target level in the case of any such Company Equity Award that is a Company PSU Award), (B) the exercise price of each such Company Equity Award that is a Company Stock Option, and (C) the vesting schedule of each such Company Equity Award that is unvested as of December 9, 2020.

Employees and Employee Benefit Plans. (a) Section 4.18(a4.17(a) of the Company Disclosure Schedule Letter sets forth a true and complete list as of the date of this Agreement of each material Company Employee Plan and each Company Employee Plan, excluding any such Plan that is an employment offer letter or individual independent contractor or consultant agreement that is terminable upon no more than thirty (30) days’ notice without further liability and does not provide any change in control or severance payments or benefits. For purposes of this Agreement, the term “Plan” means each “employee benefit plan” as that term is defined in Section 3(3) of ERISA (whether or not subject to ERISA. For ), and each other employment, individual consulting, pension, retirement, profit sharing, deferred compensation, stock option, change in control, retention, equity or equity-based compensation, stock purchase, employee stock ownership, severance pay, bonus or other incentive plans, programs, policies or agreements, medical, vision, dental or other health plans, life insurance plans, or other benefit or compensation plan, program, contract, policy, agreement or arrangement, in each case, that is maintained, sponsored or contributed to by the Acquired Companies, or required to be maintained or contributed to by the Acquired Companies for the benefit of any current or former employees, directors, officers or consultants of the Acquired Companies and/or their dependents, or under or with respect to which the Acquired Companies have any current or contingent liability or obligation (other than any statutory plan, program or arrangement that is required under Applicable Law, other than the laws of the United States, and maintained by any Governmental Authority). (b) With respect to each material Company Employee Plan and each Company Employee Plan that is subject to ERISAPlan, the Company has made available Acquired Companies have provided to Parent a correct and complete copy of such plan (or a description, if such plan is not written) and all amendments thereto and material written interpretations thereof, together with a copy of (if applicable) of: (i) each trustwriting constituting a part of such Plan, insurance including all plan documents, employee communications (including current summary plan description or other written summary provided to participants), benefit schedules, trust agreements, and insurance contracts and other funding arrangement, vehicles; (ii) each summary plan description the most recent annual financial report, if any; and summary of material modifications, (iii) the most recently filed Internal Revenue Service Forms 5500recent actuarial report, (iv) the most recent favorable determination or opinion letter from the Internal Revenue Service, (v) the most recently prepared actuarial reports and financial statements in connection with each such Company Employee Plan, and (vi) all documents and correspondence relating thereto received from or provided to the Department of Labor, the PBGC, the Internal Revenue Service or any other Governmental Authority during the past year. (b) Neither the Company nor any of its ERISA Affiliates (nor any predecessor of any such entity) sponsors, maintains, administers or contributes to (or has any obligation to contribute to), or has, during the last six years, sponsored, maintained, administered or contributed to (or had any obligation to contribute to), any plan subject to Title IV of ERISA, including any multiemployer plan, as defined in Section 3(37) of ERISAif any. (c) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Company Employee Each Plan that is intended to be qualified under Section 401(a) of the Code either has received a favorable determination letter from the IRS or may rely upon a favorable prototype opinion letter from the Internal Revenue Service IRS as to its qualified status, and nothing has occurred that could reasonably be expected to adversely affect or cause the loss of qualification of any such Plan. Each Plan is and has applied been established, maintained, operated and administered in compliance with its terms and in compliance with ERISA, the Code and other Applicable Laws and no event has occurred and no condition exists that has subjected or would reasonably be expected to the Internal Revenue Service for such a letter within the applicable remedial amendment period or such period has not expired and, to the knowledge subject any of the CompanyAcquired Companies to any material Tax, no circumstances exist that fine, lien, penalty, or other liability or obligation imposed by ERISA, the Code, or any other Applicable Law, except in each case as would not reasonably be expected to result in any such letter being revoked or not being reissued or material liability to the Acquired Companies, taken as a penalty under the Internal Revenue Service Closing Agreement Program if discovered during an Internal Revenue Service audit or investigationwhole. Except as has not had and would not reasonably be expected to havebe result in material liability to the Acquired Companies, individually taken as a whole, all contributions, distributions, reimbursements and premium payments with respect to each Plan which are due on or in before the aggregateClosing Date have been made or properly accrued within the time periods prescribed by the terms of each Plan, a Company Material Adverse Effect, each trust created under any such Company Employee Plan is exempt from tax under Section 501(a) of ERISA and the Code and has been so exempt since its creationCode. (d) Except as has not had and would not reasonably be expected to haveresult in material liability to the Acquired Companies, individually taken as a whole, with respect to each Plan that is subject to the Laws of a jurisdiction other than the United States (whether or not United States law also applies) (a “Non-U.S. Plan”): (i) all employer and employee contributions to each Non-U.S. Plan required by Law or by the terms of such Non-U.S. Plan have been timely made, or, if applicable, accrued in the aggregateaccordance with normal accounting practices, a Company Material Adverse Effect, (ii) each Company Employee Non-U.S. Plan required to be registered has been registered and has been maintained in compliance good standing with its terms applicable regulatory authorities, and all (iii) there are no unfunded or underfunded liabilities with respect to any Non-U.S. Plan. No Non-U.S. Plan is a defined benefit plan (as defined in ERISA, whether or not subject to ERISA). (e) No Plan is, and none of the Acquired Companies nor their ERISA Affiliates sponsor, maintain, contribute to, has any obligation to contribute to, or otherwise has any current or contingent liability or obligation under or with respect to: (i) a “multiemployer plan” (as defined in Section 3(37) or 4001(a)(3) of ERISA) or other “employee pension benefit plan” (as defined in Section 3(2) of ERISA) that is or was subject to Title IV of ERISA or Section 412 of the Code; (ii) a “multiple employer plan” within the meaning of Section 210 of ERISA or Section 413(c) of the Code; (iii) a “multiple employer welfare arrangement” as defined in Section 3(40) of ERISA; or (iv) a “defined benefit plan” (as defined in Section 3(35) of ERISA whether or not subject thereto). None of the Acquired Companies has any current or contingent liability or obligation as a consequence of being considered a single employer with any other Person under Section 414 of the Code during the past six (6) years. (f) Except as set forth on Section 4.17(f) of the Company Disclosure Letter, no Plan provides and none of the Acquired Companies has any current or potential obligation to provide for post-employment, post-service or post-ownership health or welfare benefits, other than health care continuation coverage required by Section 4980B of the Code (“COBRA”) or other Applicable Law. None of the Acquired Companies has incurred (whether or not assessed) or could reasonably be expected to incur any Tax or penalty under Sections 4980B, including 4980D, 4980H, 6721 or 6722 of the Code and no circumstances exist that could result in the imposition of any such Tax or penalty. (g) Except as set forth on Section 4.17(g) of the Company Disclosure Letter, there are no pending or, to the Knowledge of the Company, threatened claims, actions, suits, audits, proceedings, investigations, litigation, inquiry, or other disputes on behalf of or relating to a Plan (other than routine claims for benefits thereunder). (h) There are no, and within the last three (3) years, there have been no, “prohibited transactions” within the meaning of Section 4975 of the Code or Sections 406 or 407 of ERISA and the Code. Except not otherwise exempt under Section 408 of ERISA and no breach of fiduciary duty (as has not had and determined under ERISA) with respect to any Plan, in each case, except as would not reasonably be expected to have, individually or result in the aggregate, a Company Material Adverse Effect, no claim (other than routine claims for benefits), action, suit, investigation or proceeding (including an audit) is pending against or involves or, material liability to the Company’s knowledgeAcquired Companies, is threatened against or reasonably expected to involve, any Company Employee Plan before any Governmental Authority, including the Internal Revenue Service, the Department of Labor or the PBGCtaken as a whole. (ei) Except as provided under this Agreement or pursuant to Applicable Law, with respect to each director, officer, or employee (including each former director, officer, or employeeset forth in Section 4.17(i) of the Company or any Disclosure Letter, neither the execution and delivery by the Company of its Subsidiaries, this Agreement nor the consummation of the transactions Transactions contemplated by this Agreement will not, hereby (either alone or together in combination with any other another event) could: (i) entitle any such individual to any payment current or benefitformer employee, including any bonusofficer, retention, severance, retirement consultant or job security payment or benefit, (ii) accelerate the time of payment or vesting or trigger any payment or funding (through a grantor trust or otherwise) of compensation or benefits under, or increase the amount payable or trigger any other obligation under, any Company Employee Plan, (iii) contractually limit or restrict the right director of the Company or any of its Subsidiaries orto, after or increase the Closingamount of, Parent to mergeany compensation or benefits; (ii) accelerate the vesting, amend funding or terminate time of payment of any Company Employee Plan compensation, equity award or other benefit; (iii) result in the forgiveness of indebtedness of any such employee, officer, consultant or director; or (iv) result in the payment of any “excess parachute payment” (as defined in within the meaning of Section 280G(b)(1) 280G of the Code). (fj) Neither the Company nor any of its Subsidiaries has maintains any current or projected liability for, and no Company Employee Plan provides or promises, any post-employment or post-retirement medical, dental, disability, hospitalization, life or similar benefits (whether insured or self-insured) to any director, officer, or employee (including any former director, officer, or employee) of the Company or any of its Subsidiaries (other than coverage mandated by Applicable Law). (g) Neither the Company nor any of its Subsidiaries has any obligation obligations to gross-up, indemnify up or otherwise reimburse any Person individual for any Tax or related interest or penalties incurred by such Person individual, including under Section Sections 409A or 4999 of the CodeCode or otherwise. (hk) With respect to Each Plan that constitutes in any Company Employee Plan for part a “nonqualified deferred compensation plan” within the benefit meaning of Company employees or dependents thereof who perform services or who are employed outside Section 409A of the United States Code has been operated and maintained in all material respects in operational and documentary compliance with Section 409A of the Code and applicable guidance thereunder. (a “Non-U.S. Plan”), except l) Except as has not had and would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, no Acquired Company is the subject of any pending or, to the Knowledge of the Company, threatened proceeding alleging that an Acquired Company has engaged in any unfair labor practice under any Law. There is no, and for the past three years there has not been any, pending or, to the Knowledge of the Company, threatened unfair labor practice charge, material labor grievance, material labor arbitration, strike, dispute, walkout, work stoppage, slowdown, picketing, hand billing or lockout against or affecting any of the Acquired Companies. Except as set forth on Section 4.09(a)(vii) of the Company Disclosure Letter, (i) no Acquired Company is a party to or bound by any Labor Agreement, and there are no Labor Agreements that pertain to any of the employees of any Acquired Company, and none are currently being negotiated and (ii) there are no labor unions, works councils, employee representatives, group of employees or other organizations representing, or, to the Knowledge of the Company, purporting to represent or attempting to represent, any employee of any Acquired Company. To the Knowledge of the Company, in the past three years, there have been no labor organizing activities with respect to any employees of any Acquired Company. (m) The Acquired Companies are, and for the past three (3) years have been, in compliance in all material respects with all Applicable Laws relating to employment, including Laws relating to discrimination, harassment, retaliation, hours of work and the payment of wages or overtime wages (including the classification of independent contractors and exempt and non-exempt employees), terms and conditions of employment, health and safety, immigration (including the completion of Forms I-9 for all U.S. employees and the proper confirmation of employee visas), restrictive covenants, pay transparency, disability rights or benefits, equal opportunity, plant closures and layoffs (including the Worker Adjustment and Retraining Notification Act of 1988 or any similar Laws (the “WARN Act”)), workers’ compensation, labor relations, employee leave issues, employee trainings and notices, COVID-19, affirmative action and unemployment insurance. (n) Except as would not result in material liability to the Acquired Companies, taken as a whole: (i) if required the Acquired Companies have fully and timely paid all wages, salaries, wage premiums, commissions, bonuses, severance and termination payments, fees and other compensation that have come due and payable to their current or former employees and independent contractors; and (ii) each individual who is providing or within the past three years has provided services to an Acquired Company and is or was classified and treated as an independent contractor, leased employee or other non-employee service provider, is and has been properly classified and treated as such for all applicable purposes. (o) The Acquired Companies have, within the past three (3) years, reasonably investigated all sexual harassment, or other harassment, discrimination, retaliation or policy violation allegations against officers, directors, or employees of any Acquired Company that have been approved by reported to any non-U.S. Governmental Authority Acquired Company or of which any Acquired Company is otherwise aware. With respect to each such allegation (or permitted except those the Acquired Companies reasonably deemed to not have been approved to obtain any beneficial Tax or other statusmerit), such Non-U.S. Plan has been so approved or timely submitted for approval; no such approval has been revoked (nor, the Acquired Companies have taken corrective action reasonably calculated to prevent further improper action. To the knowledge Knowledge of the Company, has revocation been threatened) and there are no event has occurred since the date of the most recent approval or application therefor that is reasonably likely such allegations relating to affect any such approval officer, director or increase employee that, if known to the costs relating thereto; (ii) if intended to be funded and/or book reservedpublic, such Non-U.S. Plan is fully funded and/or book reserved, as appropriate, based upon reasonable actuarial assumptions; (iii) no would bring any Acquired Company into material liability exists or reasonably could be imposed upon the assets of the Company or any of its Subsidiaries by reason of such Non-U.S. Plan; and (iv) the financial statements of such Non-U.S. Plan (if any) accurately reflect such Non-U.S. Plan’s liabilitiesdisrepute. (ip) On To the Knowledge of the Company, no current employee with an annualized cash compensation opportunity at or above $450,000 has provided written notice to terminate his or her employment with any Acquired Company prior to the date hereof, the Company has made available to Parent a list of each Company Equity Award outstanding as of December 9, 2020 that includes (A) the number of shares of Company Common Stock underlying such Company Equity Award (assuming achievement one-year anniversary of the applicable performance goals at the target level in the case of any such Company Equity Award that is a Company PSU Award), (B) the exercise price of each such Company Equity Award that is a Company Stock Option, and (C) the vesting schedule of each such Company Equity Award that is unvested as of December 9, 2020Closing.

Employees and Employee Benefit Plans. (a) Section 4.18(a) 4.17 of the Company Disclosure Schedule sets forth Letter contains a true correct and complete list as of the date identifying each Company Plan. For purposes of this Agreement of Agreement, “Company Plan” means each material Company Employee Plan and each Company Employee Plan that is subject to ERISA. For each material Company Employee Plan and each Company Employee Plan that is subject to “employee benefit plan,” as defined in Section 3(3) of ERISA, the Company has made available to Parent a copy employment agreement, severance agreement or plan, and other plan, program, fund, or agreement, whether written or unwritten, providing for compensation, bonuses, profit-sharing, equity compensation or other forms of such plan (incentive or a description, if such plan is not written) and all amendments thereto and material written interpretations thereof, together with a copy of (if applicable) (i) each trustdeferred compensation, insurance or other funding arrangement, (ii) each summary plan description and summary of material modifications, (iii) the most recently filed Internal Revenue Service Forms 5500, (iv) the most recent favorable determination or opinion letter from the Internal Revenue Service, (v) the most recently prepared actuarial reports and financial statements in connection with each such Company Employee Plan, and (vi) all documents and correspondence relating thereto received from or provided to the Department of Labor, the PBGC, the Internal Revenue Service or including any other Governmental Authority during the past year. (b) Neither the Company nor any of its ERISA Affiliates (nor any predecessor of any such entity) sponsors, maintains, administers or contributes to (or has any obligation to contribute toself-insured arrangements), health or hasmedical benefits, during the last six yearsor post-employment or retirement benefits (including compensation, sponsoredpension, health, medical or life insurance benefits) which is maintained, administered or contributed to by the Company or any Subsidiaries and covers any current or former employee, officer or director of the Company or any of its Subsidiaries, or with respect to which the Company or any of its Subsidiaries has any liability, other than a Multiemployer Plan (as defined below). The Company has made available to Parent: (A) copies of each material Company Plan, all material amendments thereto and all related trust documents, (B) the most recent annual report (Form 5500) required under ERISA or had any obligation the Code in connection with each material Company Plan or related trust, (C) the most recent summary plan description, if any, required under ERISA with respect to contribute to)each material U.S. Company Plan, and (D) the most recent Internal Revenue Service determination or opinion letter issued with respect to each Company Plan intended to be qualified under Section 401(a) of the Code. (a) No Company Plan to which the Company, any plan of its Subsidiaries or any ERISA Affiliate made, or was required to make, contributions during the past six years, is subject to Title IV of ERISA. Neither the Company nor any ERISA Affiliate maintains, including any contributes to, or sponsors (or has in the past six years maintained, contributed to, or sponsored) a multiemployer plan, plan as defined in Section 3(37) of ERISAERISA (a “Multiemployer Plan”). (cb) Except With respect to each of the Company Plans, except as has not had had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, : (i) each Company Employee Plan that is intended to be qualified qualify under Section 401(a) of the Code has received a favorable determination or opinion letter from the Internal Revenue Service or has applied IRS upon which it may rely regarding its qualified status under the Code and, to the Internal Revenue Service Company’s knowledge, no event has occurred that could reasonably be expected to cause the loss of such qualification, (ii) all payments required to be paid by the Company or any of its Subsidiaries pursuant to the terms of a Company Plan or by applicable Law (including, without limitation, all contributions and insurance premiums) with respect to all prior periods have been made or provided for by the Company or its Subsidiaries in accordance with the provisions of such a letter within the Company Plan or applicable remedial amendment period or such period Law, (iii) no proceeding has not expired andbeen threatened, instituted or, to the knowledge of the Company, no circumstances exist that would reasonably be expected to result in is anticipated against any such letter being revoked or not being reissued or a penalty under the Internal Revenue Service Closing Agreement Program if discovered during an Internal Revenue Service audit or investigation. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each trust created under any such Company Employee Plan is exempt from tax under Section 501(a) of the Code and has been so exempt since its creation. (d) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Company Employee Plan has been maintained in compliance with its terms and all Applicable Law, including ERISA and the Code. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, no claim Plans (other than routine claims for benefitsbenefits and appeals of such claims), actionany trustee or fiduciaries thereof who the Company has an obligation to indemnify, suitor any of the assets of any trust of any of the Company Plans, investigation (iv) each Company Plan complies in form and has been maintained and operated in all material respects in accordance with its terms and applicable Law, including, without limitation, ERISA and the Code, (v) no non-exempt “prohibited transaction,” within the meaning of Section 4975 of the Code and Section 406 of ERISA, has occurred or proceeding (including an audit) is pending against or involves or, to the Company’s knowledge, is threatened against or reasonably expected to involveoccur with respect to the Company Plans, (vi) no Company Plan is under, and neither the Company nor its Subsidiaries has received any Company Employee Plan before any Governmental Authoritynotice of, including an audit or investigation by the Internal Revenue Service, the U.S. Department of Labor or the PBGC. (e) Except as provided under this Agreement or pursuant to Applicable LawLabor, with respect to each director, officerPension Benefit Guaranty Corporation, or any other Governmental Authority, and (vii) no Company Plan provides any post-retirement health and welfare benefits to any current or former employee (including each former director, officer, or employee) of the Company or any of its Subsidiaries, except as required under Section 4980B of the Code, Part 6 of Title I of ERISA (“COBRA”), or as Company paid COBRA coverage as agreed by the Company or as required under any other applicable state or local Law. (c) The consummation of the transactions contemplated by this Agreement will not, not (either alone or together with any other event: ) (i) entitle any such individual employee, officer or director of the Company or its Subsidiaries (whether current, former or retired) or their beneficiaries to severance pay or any payment other remuneration, bonuses or benefit, including benefits of any bonus, retention, severance, retirement kind or job security payment or benefitnature whatsoever, (ii) accelerate the time of payment or vesting or trigger any payment or funding (through a grantor trust or otherwise) of compensation or benefits underunder any Company Plan, or (iii) increase the amount payable or trigger any other financial obligation under, pursuant to any Company Employee Plan, (iii) contractually limit or restrict the right of the Company or any of its Subsidiaries or, after the Closing, Parent to merge, amend or terminate any Company Employee Plan or (iv) result in the payment of any material amounts payable to any “excess parachute paymentdisqualified individual” (as defined in failing to be deductible for federal income tax purposes by virtue of Section 280G(b)(1) 280G of the Code or subject to an excise tax under Section 4999 of the Code). (f) Neither the Company nor any of its Subsidiaries has any current or projected liability for, and no Company Employee Plan provides or promises, any post-employment or post-retirement medical, dental, disability, hospitalization, life or similar benefits (whether insured or self-insured) to any director, officer, or employee (including any former director, officer, or employee) of the Company or any of its Subsidiaries (other than coverage mandated by Applicable Law). (g) . Neither the Company nor any of its Subsidiaries has any obligation to gross-up, indemnify or otherwise reimburse any Person current or former employee or director of the Company or any of its Subsidiaries for any Tax incurred by such Person individual under Section 409A or 4999 of the Code. (hd) With respect to any Company Employee Plan for the benefit of Company employees or dependents thereof who perform services or who are employed outside of the United States (a “Non-U.S. Plan”), except Except as has not had had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect: , (i) if required to have been approved by any non-U.S. Governmental Authority (or permitted to have been approved to obtain any beneficial Tax or other status)there are no labor organizational campaigns, such Non-U.S. Plan has been so approved or timely submitted corporate campaigns, petitions, demands for approval; no such approval has been revoked (norrecognition or, to the knowledge of the Company, has revocation been threatened) and no event has occurred since the date other unionization activities seeking recognition of the most recent approval or application therefor that is reasonably likely to affect any such approval or increase the costs relating thereto; (ii) if intended to be funded and/or book reserved, such Non-U.S. Plan is fully funded and/or book reserved, as appropriate, based upon reasonable actuarial assumptions; (iii) no material liability exists or reasonably could be imposed upon the assets of a bargaining unit at the Company or any of its Subsidiaries by reason Subsidiaries; (ii) there are no unfair labor practice charges, grievances, arbitrations or other complaints or union matters before the National Labor Relations Board or other labor board of such Non-U.S. PlanGovernmental Authority that would reasonably be expected to affect the employees of the Company and its Subsidiaries; and (iviii) the financial statements of such Non-U.S. Plan (if any) accurately reflect such Non-U.S. Plan’s liabilities. (i) On or prior there are no current or, to the date hereof, the Company has made available to Parent a list of each Company Equity Award outstanding as of December 9, 2020 that includes (A) the number of shares of Company Common Stock underlying such Company Equity Award (assuming achievement knowledge of the applicable performance goals at the target level in the case of any such Company Equity Award that is a Company PSU Award)Company, (B) the exercise price of each such Company Equity Award that is a Company Stock Optionthreatened strikes, slowdowns, lockouts, organized labor disputes or work stoppages, and (C) no such strike, slowdown, lockout, organized labor dispute or work stoppage has occurred within the vesting schedule two years preceding the date of each such Company Equity Award that is unvested as of December 9, 2020this Agreement.

Employees and Employee Benefit Plans. (a) Section 4.18(a4.17(a) of the Company Disclosure Schedule sets forth contains a true correct and complete list identifying each material “employee benefit plan,” as defined in Section 3(3) of ERISA, each material employment contract, material severance contract or plan and each other material plan or agreement providing for compensation, bonuses, profit-sharing, equity compensation or other forms of incentive or de- ferred compensation, insurance (including any self-insured arrangements), health or medical benefits, post-employment or retirement benefits (including compensation, pension, health, medical or life insurance benefits) which is maintained, administered or contributed to by the Company or any ERISA Affiliate and covers any current or former employee, director or other independent contractor of the Company or any of its Subsidiaries, or with respect to which the Company or any of its Subsidiaries has any liability, other than a Multiemployer Plan. As soon as reasonably practicable after the date hereof, but in no event more than sixty days after the date hereof, copies of such plans and any Multiemployer Plan (and, if applicable, related trust or funding agreements or insurance policies) and all amendments thereto and written interpretations thereof will be furnished to Parent together with the most recent annual report (Form 5500 including, if applicable, Schedule B thereto) and tax return (Form 990) prepared in connection with any such plan or trust and the most recent Internal Revenue Service determination letter for any such plan, to the extent applicable. Such plans (disregarding all materiality qualifiers in this Section 4.17(a)), including Company International Plans but not any Multiemployer Plan, are referred to collectively herein as the “Company Plans.” (b) No Company Plan (for the avoidance of doubt, other than any Multiemployer Plan) that is subject to Title IV of ERISA (each, a “Title IV Plan”) has any unfunded liabilities as of the date of this Agreement Agreement. The aggregate underfunded or unfunded, as applicable, liability for all Company Plans that are “excess benefit plans” (as defined in Section 3(36) of each material ERISA) or that provide deferred compensation (including, for this purpose, any analogous Company Employee International Plans), computed using the actuarial assumptions used for the purposes of determining any liability under such Company Plan and each Company Employee Plan that is subject to ERISA. For each material Company Employee Plan and each Company Employee Plan that is subject to ERISA, for purposes of the Company has made available to Parent a copy of such plan (or a descriptionSEC Documents, if such plan is not written) and all amendments thereto and material written interpretations thereofreasonably be expected to have, together with individually or in the aggregate, a copy of (if applicable) (i) each trust, insurance or other funding arrangement, (ii) each summary plan description and summary of material modifications, (iii) the most recently filed Internal Revenue Service Forms 5500, (iv) the most recent favorable determination or opinion letter from the Internal Revenue Service, (v) the most recently prepared actuarial reports and financial statements in connection with each such Company Employee Plan, and (vi) all documents and correspondence relating thereto received from or provided to the Department of Labor, the PBGC, the Internal Revenue Service or any other Governmental Authority during the past yearMaterial Adverse Effect. (bc) Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, neither the Company nor any of its ERISA Affiliates has incurred any liability on account of a “complete withdrawal” or a “partial withdrawal” (within the meaning of Sections 4203 and 4205 of ERISA, respectively) from any “multiemployer plan” as defined in Section 3(37) of ERISA (a “Multiemployer Plan”) and, to the Company’s knowledge, no circumstances exist that would reasonably be expected to give rise to any such withdrawal (including as a result of the transactions contemplated by this Agreement). Neither the Company nor any of its ERISA Affiliates has received notice of any Multiemployer Plan’s (i) failure to satisfy the minimum funding requirements of Section 412 of the Code or application for or receipt of a waiver of such minimum funding requirements, (ii) “endangered status” or “critical status” (within the meaning of Section 432 of the Code) or (iii) insolvency, “reorganization” (within the meaning of Section 4241 of ERISA) or proposed or, to the Company’s knowledge, threatened termination. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, all contributions, surcharges and premium payments owed by the Company and its ERISA Affiliates with respect to each Multiemployer Plan have been paid when due. (d) Each Company Plan that is intended to be qualified under Section 401(a) of the Code has received a favorable determination letter. Each Company Plan (for the avoidance of doubt, other than a Multiemployer Plan) has been established and operated in compliance with its terms and with all Applicable Laws, including ERISA and the Code, except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (e) Except as disclosed in Section 4.17(e) of the Company Disclosure Schedule, the consummation of the transactions contemplated by this Agreement will not (either alone or together with any other event) entitle any employee, director or other independent contractor of the Company or any of its Subsidiaries to severance pay or accelerate the time of payment or vesting or trigger any payment or funding (through a grantor trust or otherwise) of material compensation or benefits under, increase the amount payable or trigger any other material obligation pursuant to, any Company Plan. Neither the Company nor any predecessor of any such entity) sponsors, maintains, administers or contributes to (or its Subsidiaries has any obligation to contribute to)gross-up, indemnify or hasotherwise reimburse any current or former employee, during director or other independent contractor of the last six years, sponsored, maintained, administered Company or contributed to (or had any obligation to contribute to), of its Subsidiaries for any plan subject to Title IV of ERISATax incurred by such individual, including any multiemployer plan, as defined in under Section 3(37) 409A or 4999 of ERISAthe Code. (cf) Neither the Company nor any of its Subsidiaries has any liability in respect of post-retirement health, medical or life insurance benefits for retired, former or current employees, directors or other independent contractors of the Company or its Subsidiaries except as required to avoid excise tax under Section 4980B of the Code. (g) There has been no amendment to, written interpretation or announcement (whether or not written) by the Company or any of its Affiliates relating to, or change in participation or coverage under, a Company Plan which would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (h) There is no action, suit, investigation, audit or proceeding pending against or involving or, to the knowledge of the Company, threatened against or involving, any Company Plan before any Governmental Authority, except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (i) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Company Employee Plan that is covers former or current employees, directors or other independent contractors of the Company or any of its Subsidiaries who are located primarily outside of the United States (a “Company International Plan”) (i) if intended to be qualified under Section 401(a) of qualify for special tax treatment, meets all the Code has received a favorable determination or opinion letter from the Internal Revenue Service or has applied to the Internal Revenue Service requirements for such a letter within the applicable remedial amendment period or such period has not expired andtreatment, and (ii) if required, to any extent, to be funded, book-reserved or secured by an insurance policy, is fully funded, book-reserved or secured by an insurance policy, as applicable, based on reasonable actuarial assumptions in accordance with applicable accounting principles. From and after the knowledge Effective Time, Parent and its Subsidiaries will receive the full benefit of the Companyany funds, no circumstances exist that would reasonably be expected to result in any such letter being revoked or not being reissued or a penalty accruals and reserves under the Internal Revenue Service Closing Agreement Program if discovered during an Internal Revenue Service audit or investigation. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each trust created under any such Company Employee Plan is exempt from tax under Section 501(a) of the Code and has been so exempt since its creationInternational Plans. (dj) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Company Employee Plan has been maintained in compliance with its terms and all Applicable Law, including ERISA and the Code. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, no claim (other than routine claims for benefits), action, suit, investigation or proceeding (including Person has been treated as an audit) is pending against or involves or, to the Company’s knowledge, is threatened against or reasonably expected to involve, any Company Employee Plan before any Governmental Authority, including the Internal Revenue Service, the Department of Labor or the PBGC. (e) Except as provided under this Agreement or pursuant to Applicable Law, with respect to each director, officer, or employee (including each former director, officer, or employee) of the Company or any of its Subsidiaries, the consummation of the transactions contemplated by this Agreement will not, either alone or together with any other event: (i) entitle any such individual to any payment or benefit, including any bonus, retention, severance, retirement or job security payment or benefit, (ii) accelerate the time of payment or vesting or trigger any payment or funding (through a grantor trust or otherwise) of compensation or benefits under, or increase the amount payable or trigger any other obligation under, any Company Employee Plan, (iii) contractually limit or restrict the right independent contractor of the Company or any of its Subsidiaries orfor tax purposes, after the Closing, Parent to merge, amend or terminate for purposes of exclusion from any Company Employee Plan or (iv) result in the payment of any “excess parachute payment” (Plan, who should have been treated as defined in Section 280G(b)(1) of the Code)an employee for such purposes. (fk) Neither the Company nor any of its Subsidiaries has any current or projected liability for, and no Company Employee Plan provides or promises, any post-employment or post-retirement medical, dental, disability, hospitalization, life or similar benefits (whether insured or self-insured) to any director, officer, or employee (including any former director, officer, or employee) of the Company or any of its Subsidiaries (other than coverage mandated by Applicable Law). (g) Neither the Company nor any of its Subsidiaries has any obligation to gross-up, indemnify or otherwise reimburse any Person for any Tax incurred by such Person under Section 409A or 4999 of the Code. (h) With respect to any Company Employee Plan for the benefit of Company employees or dependents thereof who perform services or who are employed outside of the United States (a “Non-U.S. Plan”), except Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect: , (i) if required none of the Company or any of its Subsidiar- ies has breached or otherwise failed to have been approved by comply with the provisions of any nonCollective Bargaining Agreement and there are no grievances or arbitrations outstanding thereunder, and (ii) there are no formal organizational campaigns, corporate campaigns, petitions, demands for recognition via card-U.S. Governmental Authority (or permitted to have been approved to obtain any beneficial Tax or other status), such Non-U.S. Plan has been so approved or timely submitted for approval; no such approval has been revoked (norcheck or, to the knowledge of the Company, has revocation been threatened) and no event has occurred since the date other unionization activities seeking recognition of the most recent approval or application therefor that is reasonably likely to affect any such approval or increase the costs relating thereto; (ii) if intended to be funded and/or book reserved, such Non-U.S. Plan is fully funded and/or book reserved, as appropriate, based upon reasonable actuarial assumptions; (iii) no material liability exists or reasonably could be imposed upon the assets of a bargaining unit at the Company or any of its Subsidiaries by reason Subsidiaries. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, there are no unfair labor practice charges, grievances, pending arbitrations or other complaints or union representation questions before the National Labor Relations Board or other labor board of such Non-U.S. Plan; Governmental Authority that would reasonably be expected to affect the employees of the Company and (iv) the financial statements of such Non-U.S. Plan (if any) accurately reflect such Non-U.S. Plan’s liabilitiesits Subsidiaries. (il) On Except as would not reasonably be expected to have, individually or prior in the aggregate, a Company Material Adverse Effect, there are no current or, to the knowledge of the Company, threatened strikes, slowdowns or work stoppages, and no such strike, slowdown or work stoppage has occurred within the three years preceding the date hereof, the Company has made available to Parent a list of each Company Equity Award outstanding as of December 9, 2020 that includes (A) the number of shares of Company Common Stock underlying such Company Equity Award (assuming achievement of the applicable performance goals at the target level in the case of any such Company Equity Award that is a Company PSU Award), (B) the exercise price of each such Company Equity Award that is a Company Stock Option, and (C) the vesting schedule of each such Company Equity Award that is unvested as of December 9, 2020.

Employees and Employee Benefit Plans. (a) Section 4.18(a) of the Company Disclosure Schedule Letter sets forth a true current, correct and complete list as of the date of this Agreement of each material Company Employee Plan and each Company Employee Plan (i) “employee benefit plan” as that term is defined in Section 3(3) of ERISA but whether or not subject to ERISA, (ii) employment, consulting, pension, retirement, profit sharing, deferred compensation, stock option, profits interest, carried interest, phantom profits interest or phantom carried interest, change in control, retention, restrictive covenant, equity or equity-based compensation, stock purchase, employee stock ownership, loan, severance pay, bonus, commission or other incentive plans, programs, policies or agreements and (iii) medical, vision, dental, vacation, or other welfare plans, or life insurance plans, in each case, established, maintained or contributed to by any of the Acquired Companies, or required to be contributed to by any of the Acquired Companies for the benefit of any current or former Company Service Providers and/or their dependents or for which any of the Acquired Companies has any direct or indirect liability (collectively, and without regard to materiality, the “Company Benefit Plans”). For The Company has made available to Parent or filed with the SEC prior to the date hereof copies of each Company Benefit Plan set forth on Section 4.18(a) of the Company Disclosure Letter. (b) With respect to each material Company Employee Benefit Plan and each set forth on Section 4.18(a) of the Company Employee Plan that is subject to ERISADisclosure Letter, the Company has made available to Parent or filed with the SEC prior to the date hereof, a correct and current copy of (or, to the extent no such plan copy exists, an accurate description) thereof and, to the extent applicable: (or a description, if such plan is not writteni) the most recent documents constituting the Company Benefit Plan and all amendments thereto and material written interpretations thereof, together with a copy of thereto; (if applicableii) (i) each trust, insurance any related trust agreement or other funding arrangementinstrument; (iii) the two most recently filed IRS Form 5500s and accompanying schedules and attachments thereto; (iv) the most recent IRS determination or opinion letter, if applicable; (iiv) each the most recent summary plan description and summary of all material modifications, (iii) the most recently filed Internal Revenue Service Forms 5500, (iv) the most recent favorable determination or opinion letter from the Internal Revenue Service, (v) the most recently prepared actuarial reports and financial statements in connection with each such Company Employee Plan, and ; (vi) all documents and correspondence relating thereto received from a summary of any proposed amendments or provided changes anticipated to be made to the Company Benefit Plans at any time within the twelve (12) months immediately following the date of this Agreement; (vii) for the three (3) most recent years, any material, non-routine correspondence with the IRS, the United States Department of Labor, or the PBGC, the Internal Revenue Service or SEC and any other Governmental Authority during regarding the past year. (b) Neither operation or the Company nor any of its ERISA Affiliates (nor any predecessor administration of any such entityCompany Benefit Plan; (viii) sponsors, maintains, administers or contributes to (or has any obligation to contribute to), or has, during nondiscrimination testing results for the last six two (2) plan years, sponsored, maintained, administered or contributed to ; and (or had any obligation to contribute to), any ix) Forms 1094-C and 1095-C for the last two plan subject to Title IV of ERISA, including any multiemployer plan, as defined in Section 3(37) of ERISAyears. (c) Except as With respect to each Company Benefit Plan, (i) each Company Benefit Plan is now and has not had been established, maintained, funded and administered in all material respects in accordance with its terms, and in compliance in all material respects with Applicable Laws, and has been duly registered to the extent relevant if required by Applicable Laws; (ii) there are no pending or, to the Knowledge of the Acquired Companies, threatened material actions, audits, investigations, claims or lawsuits against or relating to any Company Benefit Plan or any trust or fiduciary thereof (other than routine benefits claims) and, to the Knowledge of the Acquired Companies, no fact or event exists that would not reasonably be expected to havegive rise to any such action, individually audit, investigation, claim or lawsuit; and (iii) all material payments required to be made by the Acquired Companies under any Company Benefit Plan or by Applicable Laws have been timely made or properly accrued in accordance with the aggregate, a Company Material Adverse Effect, provisions of each Company Employee Benefit Plan and Applicable Laws. (d) Each Company Benefit Plan that is intended to be qualified under Section 401(a) of the Code either has received a favorable determination letter from the IRS as to its qualified status or may rely upon a favorable prototype opinion letter from the Internal Revenue Service or has applied to the Internal Revenue Service IRS for such a letter within the applicable remedial amendment period or such period has not expired prototype plan, and, to the knowledge Knowledge of the Company, no circumstances exist fact or event has occurred that would reasonably be expected to result in any such letter being revoked or not being reissued or a penalty under adversely affect the Internal Revenue Service Closing Agreement Program if discovered during an Internal Revenue Service audit or investigation. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each trust created under qualified status of any such Company Employee Benefit Plan, and each Company Benefit Plan is exempt from tax under Section 501(a(and any related trust or other funding vehicle) of has been maintained and administered in all material respects in accordance with its terms, ERISA, the Code and has been so exempt since its creation. (d) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Company Employee Plan has been maintained in compliance with its terms and all other Applicable Law, including ERISA and the Code. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, no claim (other than routine claims for benefits), action, suit, investigation or proceeding (including an audit) is pending against or involves or, to the Company’s knowledge, is threatened against or reasonably expected to involve, any Company Employee Plan before any Governmental Authority, including the Internal Revenue Service, the Department of Labor or the PBGCLaws. (e) No Company Benefit Plan is currently subject, or has ever been subject, to Section 302 or Title IV of ERISA or Section 412, 420 or 4971 of the Code or is otherwise a defined benefit plan (including any multiemployer plan within the meaning of Section 4001(a)(3) of ERISA). (f) No Company Benefit Plan provides for health, medical or other welfare benefits coverage after retirement, other than (i) health care continuation coverage required by Section 4980B of the Code (“COBRA”) or other Applicable Law or (ii) coverage through the end of the calendar month in which a termination of employment occurs. (g) No Company Benefit Plan, or, to the Knowledge of the Acquired Companies, any trustee or administrator thereof, any Company Service Provider or any “fiduciary” has engaged in any material breach of fiduciary responsibility or any “prohibited transaction” (as such term is defined in Section 406 of ERISA or Section 4975 of the Code) to which Section 406 of ERISA or Section 4975 of the Code applies and which could subject any Company Benefit Plan or trustee or administrator thereof, or any party dealing with any Company Benefit Plan, to a material Tax or penalty on prohibited transactions imposed by Section 4975 of the Code. (h) Each “nonqualified deferred compensation plan” (as such term is defined in Section 409A(d)(1) of the Code) has been maintained in all material respects in compliance with Section 409A of the Code and the regulations thereunder, as applicable. (i) Except as provided under this Agreement or pursuant to Applicable Law, with respect to each director, officer, or employee (including each former director, officer, or employeeset forth in Section 4.18(i) of the Company or any Disclosure Letter, neither the execution by the Company of its Subsidiaries, this Agreement nor the consummation of the transactions contemplated by this Agreement Transactions will not, (either alone or together with upon occurrence of any other event: additional or subsequent events): (i) entitle any such individual increase the amount of compensation or benefits due to any payment or benefit, including Company Service Provider under any bonus, retention, severance, retirement or job security payment or benefit, Company Benefit Plan; (ii) accelerate the time of payment or vesting vesting, or trigger any funding or payment or funding (through a grantor trust or otherwise) of any compensation or benefits under, or increase the amount payable or trigger any other obligation under, under any Company Employee Benefit Plan, ; (iii) contractually entitle any Company Service Provider to any other material compensation or benefit including any bonus, equity or equity-based, nonqualified deferred compensation, severance, termination, retention, transaction, change in control or similar pay or benefits; (iv) limit or restrict the right of the Company or any of its Subsidiaries Acquired Companies (or, after the Closing, Parent Parent) to merge, amend or terminate any Company Employee Benefit Plan; (v) result in any liability or obligation pursuant to any Company Benefit Plan or (ivvi) result in the payment (whether in cash or property or the vesting of property) of any amount that could, individually or in combination with any other payment, constitute an “excess parachute payment” (as defined in Section 280G(b)(1) of the Code). (f) Neither the Company nor any of its Subsidiaries has any current or projected liability for, and no Company Employee Plan provides or promises, any post-employment or post-retirement medical, dental, disability, hospitalization, life or similar benefits (whether insured or self-insured) to any director, officer, or employee (including any former director, officer, or employee) . None of the Company Acquired Companies is a party to or any of its Subsidiaries (other than coverage mandated by Applicable Law). (g) Neither the Company nor any of its Subsidiaries has any obligation under any Company Benefit Plan or otherwise to compensate, gross-upup or indemnify any person for Taxes, indemnify or otherwise reimburse any Person for any Tax incurred by such Person under including those payable pursuant to Section 409A or 4999 of the Code. (hj) With respect to any Company Employee Plan for the benefit of Company employees or dependents thereof who perform services or who are employed outside None of the United States (a “Non-U.S. Plan”), except as has not had and would not reasonably be expected to have, individually or in Acquired Companies is the aggregate, a Company Material Adverse Effect: (i) if required to have been approved by subject of any non-U.S. Governmental Authority (or permitted to have been approved to obtain any beneficial Tax or other status), such Non-U.S. Plan has been so approved or timely submitted for approval; no such approval has been revoked (norpending or, to the knowledge Knowledge of the CompanyAcquired Companies, threatened material Proceeding alleging that the Company or any of its Subsidiaries has revocation been threatened) and engaged in any unfair labor practice under any Law. There is no event has occurred since pending or, to the date Knowledge of the most recent approval Acquired Companies, threatened labor strike, dispute, walkout, work stoppage, slowdown or application therefor that is reasonably likely lockout with respect to affect any such approval or increase the costs relating thereto; (ii) if intended to be funded and/or book reserved, such Non-U.S. Plan is fully funded and/or book reserved, as appropriate, based upon reasonable actuarial assumptions; (iii) no material liability exists or reasonably could be imposed upon the assets employees of the Company or any of its Subsidiaries by reason of such Non-U.S. Plan; and (iv) the financial statements of such Non-U.S. Plan (if any) accurately reflect such Non-U.S. Plan’s liabilitiesSubsidiaries. (k) Neither the Company nor any of its Subsidiaries is a party to any collective bargaining agreement, no collective bargaining agreement is currently being negotiated and there are no labor unions or other organizations representing, or, to the Knowledge of the Acquired Companies, purporting to represent or attempting to represent, any employee of the Company or any of its Subsidiaries. (l) Each Acquired Company is in compliance in all material respects with all Applicable Laws relating to employment and employment practices, including Laws relating to discrimination, harassment, terms and conditions of employment, termination of employment, hours of work, employee whistle-blowing, immigration, employee privacy, the payment of wages or overtime wages and classification of employees, consultants and independent contractors. (m) None of the Acquired Companies have received any written notice from any national, state, local or foreign agency or Governmental Authority responsible for the enforcement of labor or employment laws of an intention to conduct an investigation of any of the Acquired Companies and, to the Knowledge of the Acquired Companies, no such investigation is in progress. No Acquired Company is a party to, or otherwise bound by, any consent decree with, or citation by, any Governmental Authority relating to employees or employment practices. (n) The Company has provided Parent a complete and correct list of each current employee of each of the Acquired Companies, indicating such employee’s title or position, full-time, part-time or temporary status, hire date, employing entity, work location, classification as exempt or non-exempt, whether active or on leave (and, if on leave, the nature of the leave and the expected return date), hourly rate of pay or annual base salary, and the aggregate cash bonus or other incentive-based cash compensation (x) earned for 2024 and (y) if applicable, good faith estimate of such target compensation for 2025. (o) Since the Look-Back Date, (i) On no material written allegations of sexual harassment, misconduct, discrimination or prior retaliation have been made against any executive officer or employee of the Company with a title of vice president or above and (ii) there are no Proceedings or, to the Knowledge of the Acquired Companies, investigations by any Governmental Authority or proceedings before any Governmental Authority, pending or, to the Knowledge of the Acquired Companies, threatened, related to any allegations of sexual harassment, misconduct, discrimination or retaliation by any executive officer or employee with a title of vice president or above of the Company. (p) None of the Acquired Companies have incurred any material liability or obligation under the WARN Act that remains unsatisfied. Within the last three (3) months, there has not been any plant closing or mass layoff, or term of similar import under any applicable similar Law with respect to any Company Service Provider. (q) As of the date hereof, no executive officer or, to the Knowledge of the Company, employee of the Company with a title of Managing Director or above has made available given written notice to Parent a list the Acquired Companies that such employee will terminate his or her employment or service. To the Knowledge of each the Acquired Companies, no current Company Equity Award outstanding Service Provider is in material violation of any term of any employment contract, non-disclosure agreement, non-competition agreement or other restrictive covenant agreement in effect as of December 9, 2020 that includes (A) the number of shares of Company Common Stock underlying such Company Equity Award (assuming achievement of the applicable performance goals at the target level in the case of any such Company Equity Award that is a Company PSU Award), (B) the exercise price of each such Company Equity Award that is a Company Stock Option, and (C) the vesting schedule of each such Company Equity Award that is unvested as of December 9, 2020date hereof.