Common use of Employees, ERISA and Other Compliance Clause in Contracts

Employees, ERISA and Other Compliance. (a) Schedule 3.17(a)-1 of the Company Disclosure Letter accurately lists all current employees of the Company and its Subsidiaries as of the Agreement Date, and for each such employee, his or her: (i) job position or title, (ii) annualized base salary or houly wage (as applicable), (iii) annual commission opportunity or bonus potential, (iv) classification as full-time, part-time, temporary or seasonal, (v) classification as exempt or non-exempt under applicable state, federal or foreign overtime regulations, (vi) accrued but unused vacation, (vii) visa type (if any), (viii) commencement date of employment with the Company and its Subsidiaries, (ix) work location, (x) severance entitlements, if any, (xi) leave status (including anticipated return to work date), and (xii) the total amount of bonus, severance, retention, change in control and/or other amounts to be paid to such employee at the Closing or otherwise in connection with the transactions contemplated hereby. Schedule 3.17(a)-2 of the Company Disclosure Letter accurately lists all individual independent contractors, consultants, and leased workers of the Company and its Subsidiaries as of the Agreement Date (“Contingent Workers”), and for each such Contingent Worker, his or her: (A) terms of compensation, (B) fee or compensation arrangements, (C) commencement date with the Company or any Affiliate of the Company, (D) service location; (E) description of services provided; (F) notice required to terminate the relationship, and (G) whether engaged directly or through a third party.

Employees, ERISA and Other Compliance. (a) Schedule 3.17(a)-1 3.18(a)(i) of the Company Disclosure Letter accurately lists all current employees of the Company and its Subsidiaries any Affiliate of the Company (including the Operating Subsidiary) as of the Agreement Date, and for each such employee, his or her: (i) job position or titleposition, (ii) annualized base salary or houly wage (as applicable), (iii) annual commission opportunity or bonus potential, (iv) classification as full-full- time, part-time, temporary time or seasonal, (viii) classification as exempt or non-exempt under applicable state, state or federal or foreign overtime regulations, (iv) hourly rate of compensation or base salary (as applicable), (v) total 2010 compensation and expected 2011 compensation, (vi) target incentive compensation for 2011 (commission and/or bonus, as applicable), (vii) any other compensation or allowance, (viii) vacation accrual rate, (ix) accrued but unused vacation, (viix) hours of work per week (for non-exempt and part-time employees), (xii) visa type (if any), (viiixiii) commencement date of employment with the Company and its Subsidiaries, (ixxiv) work location, (x) severance entitlements, if any, (xi) leave status (including anticipated return to work date), and (xii) the total amount of bonus, severance, retention, change in control and/or other amounts to be paid to such employee at the Closing or otherwise in connection with the transactions contemplated herebyemploying entity. Schedule 3.17(a)-2 3.18(a)(ii) of the Company Disclosure Letter accurately lists all individual independent contractors, consultants, and leased workers contractors of the Company and its Subsidiaries any Affiliate of the Company (including the Operating Subsidiary) as of the Agreement Date (“Contingent Workers”)Date, and for each such Contingent Workerindependent contractor, his or her: (Aw) terms of compensation, ; (Bx) fee total 2010 compensation and expected 2011 compensation (including all payments or compensation arrangements, benefits of any type) received to date; (Cy) commencement date with the Company or any Affiliate of the CompanyCompany (including the Operating Subsidiary), (D) service location; (E) description of services provided; (F) notice required to terminate the relationshipas applicable, and (Gz) whether engaged directly or through a third partycontracting entity.

Employees, ERISA and Other Compliance. (a) Schedule 3.17(a)-1 Section 3.17(a)(i) of the Company Disclosure Letter accurately lists Schedule is a complete and correct list, to the extent permitted by applicable Law, of all current employees of the Company and its Subsidiaries as of the Agreement Date, and for each such employee, his or her: (i1) job position or title, (ii2) annualized base salary or houly hourly wage (as applicable), (iii3) annual commission opportunity or bonus potential, (iv4) classification as full-time, part-time, temporary or seasonal, (v5) classification as exempt or non-exempt under applicable state, federal or foreign overtime regulations, (vi6) accrued but unused vacationvacation balance, (vii7) visa type (if any), (viii) 8) commencement date of employment with the Company and or its SubsidiariesSubsidiary, as applicable, (ix9) work locationlocation (both prior to any required remote location due to the impact of COVID-19 and following any such required remote location due to the impact of COVID-19), (x10) severance entitlements, if any, (xi11) leave active or inactive status (including anticipated return to work datedate for any inactive employee), and (xii12) the total amount of bonus, severance, retention, change in control and/or other amounts to be paid to such employee at the Closing or otherwise in connection with the transactions contemplated hereby. Schedule 3.17(a)-2 Section 3.17(a)(ii) of the Company Disclosure Letter accurately lists Schedule is a complete and correct list of all individual independent contractors, consultants, and leased workers of the Company and its Subsidiaries as of the Agreement Date (“Contingent Workers”)Date, and for each such Contingent Workerindividual, his or her: (A) terms of compensation, (B1) fee or compensation arrangements, (C2) commencement date with the Company or any Affiliate of the Company, (D3) service location; (E4) description of services provided; (F5) average hours worked per week; (6) notice required to terminate the relationship, and (G7) confirmation as to whether engaged directly or through a third partywritten independent contractor agreement exists.