Common use of Employee Plans Clause in Contracts

Employee Plans. Section 3.18(a) of the Company Disclosure Letter sets forth a true, correct and complete list, as of the date hereof, of each material Employee Plan. For purposes of this Agreement, “Employee Plan” shall mean (collectively) (i) each “employee benefit plan” (as defined in Section 3(3) of ERISA), whether or not subject to ERISA; and (ii) each other employment, individual independent contractor or other service, bonus, stock option, stock purchase or other equity-based, post-employment welfare benefit, incentive compensation, profit sharing, savings, retirement, disability, insurance, vacation, deferred compensation, severance, termination, retention, change in control compensation, fringe, welfare or other benefit or compensation plans, programs, agreements, contracts, policies or binding arrangements (whether or not in writing) (x) in each case that are sponsored, maintained or contributed to (or required to be contributed to) by any member of the Company Group; or (y) otherwise, under or with respect to which the Company Group has any obligation or liability, contingent or otherwise. With respect to each material Employee Plan, to the extent applicable, the Company has made available to Parent true, correct and complete copies of (A) the current plan document and amendments thereto; (B) any related trust agreement, service provider agreements or underlying insurance contract, funding arrangement, or administrative and service provider agreements now in effect; (C) the most recent determination, opinion or advisory letter received regarding the tax-qualified status of any such Employee Plan that is intended to be qualified under Section 401(a) of the Code; (D) the most recent financial statement; (E) the most recently filed Form 5500 Annual Returns/Reports and schedules; (F) the current summary plan description; (G) the most recent actuarial valuation report; (H) any material, non-routine correspondence to or from a Governmental Authority dated within the past three (3) years; and (I) with respect to each material Employee Plan that is maintained in any non-United States jurisdiction primarily for the benefit of any employee of the Company Group whose principal work location is outside of the United States (the “International Employee Plans”), to the extent applicable, (1) the most recent annual report or similar compliance documents required to be filed with any Governmental Authority with respect to such plan; and (2) any document comparable to the determination letter referenced pursuant to clause (C) above issued by a Governmental Authority relating to the satisfaction of Law necessary to obtain the most favorable Tax treatment. Employee Plans shall not include Referral Agreements.

Employee Plans. (a) Section 3.18(a) 2.19 of the Company Disclosure Letter Schedule sets forth a true, correct and complete list, as of the date hereof, of each material Employee Plan. For purposes of this Agreement, “Employee Plan” shall mean (collectively) list of: (i) each all “employee benefit planplans,” (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), whether or not subject to ERISA; and (ii) each other employment, individual independent contractor or other service, bonus, stock option, stock purchase or other equity-based, post-employment welfare benefit, incentive compensation, profit sharing, savings, retirement, disability, insurance, vacation, deferred compensation, severance, termination, retention, change in control compensation, fringe, welfare or other benefit or compensation plans, programs, agreements, contracts, policies or binding arrangements (whether or not in writing) (x) in each case that are sponsored, maintained or contributed to (or required to be contributed to) by any member of the Company Group; or (y) otherwise, under or with respect to which the Company Group has any obligation or liability, contingent or otherwise. With respect to each material Employee Planotherwise (the “Benefit Plans”); (ii) all current directors, to Officers and employees of the extent applicableCompany; and (iii) all employment, consulting, termination, profit sharing, severance, change of control, individual compensation and indemnification agreements, and all bonus and other incentive compensation, deferred compensation, salary continuation, disability, severance, stock award, stock option, stock purchase, educational assistance, legal assistance, club membership, employee discount, employee loan, credit union and vacation agreements, policies and arrangements under which the Company has any obligation or liability (contingent or otherwise) in respect of any current or former officer, director, employee, consultant or contractor of the Company (the “Employee Arrangements”). (b) In respect of each Benefit Plan and Employee Arrangement, a complete and correct copy of each of the following documents (if applicable) has been made available to Parent true, correct and complete copies of the Buyer: (Ai) the current most recent plan document and related trust documents, and all amendments thereto; (B) any related trust agreement, service provider agreements or underlying insurance contract, funding arrangement, or administrative and service provider agreements now in effect; (Cii) the most recent summary plan description, and all related summaries of modifications thereto; (iii) the most recent Form 5500 (including schedules and attachments); (iv) the most recent Internal Revenue Service (“IRS”) determination, opinion or advisory notification letter; and (v) each written Employee Arrangement, and all amendments thereto. (c) None of the Benefit Plans or Employee Arrangements is subject to Title IV of ERISA, constitutes a defined benefit retirement plan or is a multiemployer plan described in Section 3(37) of ERISA, and the Company has no obligation or liability (contingent or otherwise) in respect of any such plans. (d) The Benefit Plans and their related trusts intended to qualify under Sections 401 and 501(a) of the Code, respectively, have either received a favorable determination, opinion or notification letter received regarding from the tax-IRS with respect to each such Benefit Plan as to its qualified status under the Code, or has remaining a period of time under applicable U.S. Treasury Regulations or IRS pronouncements in which to apply for such a letter and make any amendments necessary to obtain a favorable determination as to the qualified status of each such Benefit Plan. (e) All contributions and other payments required to have been made by the Company to or under any Benefit Plan or Employee Arrangement by applicable Law or the terms of such Benefit Plan or Employee Arrangement (or any agreement relating thereto) have been timely and properly made. (f) The Benefit Plans and Employee Arrangements have been maintained and administered in accordance with their terms and applicable Laws. (g) There are no pending or, to the Knowledge of the Company, threatened actions, claims, suits or proceedings against or relating to any Benefit Plan or Employee Arrangement (other than routine benefit claims by persons entitled to benefits thereunder) and, to the Knowledge of the Company, there are no facts or circumstances which could reasonably be expected to form the basis for any of the foregoing. (h) The Company has no obligation or liability (contingent or otherwise) to provide post-retirement life insurance or health benefits coverage for current or former officers, directors, employees, consultants or contractors except (i) as may be required under Part 6 of Title I of ERISA, (ii) a medical expense reimbursement account plan pursuant to Section 125 of the Code, or (iii) through the last day of the calendar month in which the participant terminates employment. (i) None of the assets of any Benefit Plan is stock of the Company. (j) Neither the execution and delivery of any of the Transaction Documents nor the consummation of any of the Contemplated Transactions will (i) result in any payment becoming due to any director, officer, employee, consultant or contractor (current, former or retired) of the Company, (ii) increase any benefits under any Benefit Plan or Employee Arrangement or (iii) result in the acceleration of the time of payment of, vesting of, or other rights in respect of any such Employee benefits (except as may be required by the partial or full termination of any Benefit Plan that is intended to be qualified under Section 401(a) 401 of the Code; ). No Benefit Plan or Employee Arrangement in effect immediately prior to the Closing Date would result, individually or in the aggregate (Dincluding as a result of this Agreement, any of the Transaction Documents or any of the Contemplated Transactions), in the payment of any “excess parachute payment” within the meaning of Section 280G of the Code. (k) the most recent financial statement; (E) the most recently filed Form 5500 Annual Returns/Reports and schedules; (F) the current summary plan description; (G) the most recent actuarial valuation report; (H) any material, Each Benefit Plan or Employee Arrangement that is a non-routine correspondence qualified deferred compensation plan or arrangement subject to Section 409A of the Code has been operated and administered in good faith compliance with Section 409A of the Code from the period beginning January 1, 2005, or from the date such Benefit Plan or Employee Arrangement was established, whichever date is later, through the date hereof. (l) The Company has made available to the Buyer a Governmental Authority dated within true, complete and correct list of the past three following (3if applicable) yearsfor each current employee, consultant and contractor of the Company: base salary; any bonus obligations; immigration status; hire date; time-off balance; and (I) with respect to each material Employee Plan that is maintained in any non-United States jurisdiction primarily for the benefit of any employee of the Company Group whose principal work location is outside of the United States (the “International Employee Plans”), to the extent applicable, (1) the most recent annual report or similar compliance documents required to be filed with any Governmental Authority with respect to such plan; and (2) any document comparable to the determination letter referenced pursuant to clause (C) above issued by a Governmental Authority relating to the satisfaction of Law necessary to obtain the most favorable Tax treatment. Employee Plans shall not include Referral Agreementspay rate.

Employee Plans. (a) Section 3.18(a) 2.20 of the Company Disclosure Letter Schedule sets forth a true, correct and complete list, as of the date hereof, of each material Employee Plan. For purposes of this Agreement, “Employee Plan” shall mean (collectively) list of: (i) each all “employee benefit planplans,” (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), whether or not subject to ERISA; and (ii) each other employment, individual independent contractor or other service, bonus, stock option, stock purchase or other equity-based, post-employment welfare benefit, incentive compensation, profit sharing, savings, retirement, disability, insurance, vacation, deferred compensation, severance, termination, retention, change in control compensation, fringe, welfare or other benefit or compensation plans, programs, agreements, contracts, policies or binding arrangements (whether or not in writing) (x) in each case that are sponsored, maintained or contributed to (or required to be contributed to) by any member of the Company Group; or (y) otherwise, under or with respect to which the Company Group has any obligation or liability, contingent or otherwise. With respect to each material Employee Planotherwise (the “Benefit Plans”); (ii) all current directors, to officers and employees of the extent applicableCompany; and (iii) all employment, consulting, termination, profit sharing, severance, change of control, individual compensation and indemnification agreements, and all bonus and other incentive compensation, deferred compensation, salary continuation, disability, severance, equity award, option, equity purchase, educational assistance, legal assistance, club membership, employee discount, employee loan, credit union and vacation agreements, policies and arrangements under which the Company has any obligation or liability (contingent or otherwise) in respect of any current or former officer, director, employee, consultant or contractor of the Company (the “Employee Arrangements”). (b) In respect of each Benefit Plan and Employee Arrangement, a complete and correct copy of each of the following documents (if applicable) has been made available to Parent true, correct and complete copies of Purchaser: (Ai) the current most recent plan document and related trust documents, and all amendments thereto; (B) any related trust agreement, service provider agreements or underlying insurance contract, funding arrangement, or administrative and service provider agreements now in effect; (Cii) the most recent summary plan description, and all related summaries of modifications thereto; (iii) the most recent Form 5500 (including schedules and attachments); (iv) the most recent Internal Revenue Service (“IRS”) determination, opinion or advisory notification letter; and (v) each written Employee Arrangement, and all amendments thereto. (c) None of the Benefit Plans or Employee Arrangements is subject to Title IV of ERISA, constitutes a defined benefit retirement plan or is a multiemployer plan described in Section 3(37) of ERISA, and the Company has no obligation or liability (contingent or otherwise) in respect of any such plans. (d) The Benefit Plans and their related trusts intended to qualify under Sections 401 and 501(a) of the Code, respectively, have either received a favorable determination, opinion or notification letter received regarding from the tax-Internal Revenue Service with respect to each such Benefit Plan as to its qualified status under the Code, or has remaining a period of time under applicable U.S. Treasury Regulations or IRS pronouncements in which to apply for such a letter and make any amendments necessary to obtain a favorable determination as to the qualified status of each such Benefit Plan. (e) All contributions and other payments required to have been made by the Company to or under any Benefit Plan or Employee Arrangement by applicable Law or the terms of such Benefit Plan or Employee Arrangement (or any agreement relating thereto) have been timely and properly made. (f) The Benefit Plans and Employee Arrangements have been maintained and administered in accordance with their terms and applicable Laws in all material respects. (g) There are no pending or, to the knowledge of the Company, threatened actions, claims, suits or proceedings against or relating to any Benefit Plan or Employee Arrangement (other than routine benefit claims by persons entitled to benefits thereunder) and, to the knowledge of the Company, there are no facts or circumstances which could reasonably be expected to form the basis for any of the foregoing. (h) The Company has no obligation or liability (contingent or otherwise) to provide post-retirement life insurance or health benefits coverage for current or former officers, directors, employees, consultants or contractors except (i) as may be required under Part 6 of Title I of ERISA, (ii) a medical expense reimbursement account plan pursuant to Section 125 of the Code, or (iii) through the last day of the calendar month in which the participant terminates employment. (i) None of the assets of any Benefit Plan is equity of the Company. (j) Neither the execution and delivery of any of the Transaction Documents nor the consummation of any of the Transactions contemplated hereby will (i) result in any payment becoming due to any director, officer, employee, consultant or contractor (current, former or retired) of the Company, (ii) increase any benefits under any Benefit Plan or Employee Arrangement or (iii) result in the acceleration of the time of payment of, vesting of, or other rights in respect of any such Employee benefits (except as may be required by the partial or full termination of any Benefit Plan that is intended to be qualified under Section 401(a) 401 of the Code; ). No Benefit Plan or Employee Arrangement in effect immediately prior to the Closing Date would result, individually or in the aggregate (Dincluding as a result of this Agreement, any of the Transaction Documents or any of the Transactions contemplated hereby), in the payment of any “excess parachute payment” within the meaning of Section 280G of the Code. (k) the most recent financial statement; (E) the most recently filed Form 5500 Annual Returns/Reports and schedules; (F) the current summary plan description; (G) the most recent actuarial valuation report; (H) any material, Each Benefit Plan or Employee Arrangement that is a non-routine correspondence qualified deferred compensation plan or arrangement subject to Section 409A of the Code has been operated and administered in good faith compliance with Section 409A of the Code from the period beginning January 1, 2005, or from the date such Benefit Plan or Employee Arrangement was established, whichever date is later, through the date hereof. (l) The Company has made available to Purchaser a Governmental Authority dated within true, complete and correct list of the past three following (3if applicable) yearsfor each current employee, consultant and contractor of the Company: base salary; any bonus obligations; immigration status; hire date; time-off balance; and (I) with respect to each material Employee Plan that is maintained in any non-United States jurisdiction primarily for the benefit of any employee of the Company Group whose principal work location is outside of the United States (the “International Employee Plans”), to the extent applicable, (1) the most recent annual report or similar compliance documents required to be filed with any Governmental Authority with respect to such plan; and (2) any document comparable to the determination letter referenced pursuant to clause (C) above issued by a Governmental Authority relating to the satisfaction of Law necessary to obtain the most favorable Tax treatment. Employee Plans shall not include Referral Agreementspay rate.

Employee Plans. Section 3.18(a) of the Company Disclosure Letter sets forth a true, correct and complete list, as of the date hereof, of each material Employee Plan. For purposes of this Agreement, “Employee Plan” shall mean (collectively) (i) each all “employee benefit planplans” (as defined in Section 3(3) of ERISA), whether or not subject to ERISA; and (ii) each all other employment, individual independent contractor or other service, bonus, stock option, stock purchase or other equity-based, post-employment welfare benefit, incentive compensation, profit sharing, pension, savings, retirement, disability, insurance, vacation, deferred compensation, severance, termination, retention, change in of control compensationand other similar material fringe, fringehealth, dental, welfare or other employee benefit or compensation plans, programs, agreementsagreement, contracts, policies or binding arrangements (whether or not in writing) (x) in each case that are sponsored, maintained or contributed to (for the benefit of any current or required to be contributed to) by former employee, officer, independent contractor, or director of any member of the Company Group; or (y) otherwise, under Group Companies or with respect to which any of the Company Group Companies has or may have any obligation or liabilityLiability, contingent or otherwiseotherwise with the exception of those plans of general application provided by Law, including the Canada Pension Plan, Quebec Pension Plan, the Ontario Health Insurance Plan, other similar health plans established and administered in other jurisdictions and workplace safety and compensation insurance provided pursuant to Law, are referred to herein as the “Company Group Employee Plans.” Schedule 4.15(a) sets forth a true, correct and complete list of all material Company Group Employee Plans specifically noting which Group Company sponsors or maintains each such Company Group Employee Plan. With respect to each material Company Group Employee Plan, to the extent applicable, the Company Seller has made available to Parent true, correct and complete the Purchaser copies of (A) the current plan document and amendments most recent annual report on Form 5500 required to have been filed for each Company Group Employee Plan, including all schedules thereto; (B) any related trust agreementthe most recent IRS or U.S. Department of Labor determination letter or opinion letter (or similar letter from a non-U.S. Authority), service provider agreements or underlying insurance contractif any, funding arrangement, or administrative and service provider agreements now in effectfrom the applicable Authority with respect to each Company Group Employee Plan; (C) the most recent determinationplan documents including all amendments thereto, opinion summary plan descriptions and summaries of material modification; (D) any notices or advisory letter received regarding other correspondence in the tax-qualified status past three (3) years to or from the applicable Authority relating to any material compliance issues in respect of any such Company Group Employee Plan Plan; and (E) coverage and non-discrimination testing of all Company Group Employee Plans that is are intended to be qualified “qualified” under Section 401(a) of the Code; (D) Code for the most recent financial statement; (E) the most recently filed Form 5500 Annual Returns/Reports and schedules; (F) the current summary plan description; (G) the most recent actuarial valuation report; (H) any material, non-routine correspondence to or from a Governmental Authority dated within the past three (3) years; and (I) with respect to each material Employee Plan that is maintained in any non-United States jurisdiction primarily for the benefit of any employee of the Company Group whose principal work location is outside of the United States (the “International Employee Plans”), to the extent applicable, (1) the most recent annual report or similar compliance documents required to be filed with any Governmental Authority with respect to such plan; and (2) any document comparable to the determination letter referenced pursuant to clause (C) above issued by a Governmental Authority relating to the satisfaction of Law necessary to obtain the most favorable Tax treatment. Employee Plans shall not include Referral Agreementsyear.

Employee Plans. (a) Section 3.18(a) 2.18 of the Company Disclosure Letter Schedule sets forth a true, correct and complete list, as of the date hereof, of each material Employee Plan. For purposes of this Agreement, “Employee Plan” shall mean (collectively) list of: (i) each all “employee benefit planplans,” (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), whether or not subject to ERISA; and (ii) each other employment, individual independent contractor or other service, bonus, stock option, stock purchase or other equity-based, post-employment welfare benefit, incentive compensation, profit sharing, savings, retirement, disability, insurance, vacation, deferred compensation, severance, termination, retention, change in control compensation, fringe, welfare or other benefit or compensation plans, programs, agreements, contracts, policies or binding arrangements (whether or not in writing) (x) in each case that are sponsored, maintained or contributed to (or required to be contributed to) by any member of the Company Group; or (y) otherwise, under or with respect to which the Company Group has any obligation or liability, contingent or otherwise. With respect to each material Employee Planotherwise (the “Benefit Plans”); (ii) all current managers, to Officers and employees of the extent applicableCompany; and (iii) all employment, consulting, termination, profit sharing, severance, change of control, individual compensation and indemnification agreements, and all bonus and other incentive compensation, deferred compensation, salary continuation, disability, severance, equity award, option, equity purchase, educational assistance, legal assistance, club membership, employee discount, employee loan, credit union and vacation agreements, policies and arrangements under which the Company has any obligation or liability (contingent or otherwise) in respect of any current or former officer, manager, employee, consultant or contractor of the Company (the “Employee Arrangements”). (b) In respect of each Benefit Plan and Employee Arrangement, a complete and correct copy of each of the following documents (if applicable) has been made available to Parent true, correct and complete copies of the Buyer: (Ai) the current most recent plan document and related trust documents, and all amendments thereto; (B) any related trust agreement, service provider agreements or underlying insurance contract, funding arrangement, or administrative and service provider agreements now in effect; (Cii) the most recent summary plan description, and all related summaries of modifications thereto; (iii) the most recent Form 5500 (including schedules and attachments); (iv) the most recent Internal Revenue Service (“IRS”) determination, opinion or advisory notification letter; and (v) each written Employee Arrangement, and all amendments thereto. (c) None of the Benefit Plans or Employee Arrangements is subject to Title IV of ERISA, constitutes a defined benefit retirement plan or is a multiemployer plan described in Section 3(37) of ERISA, and the Company has no obligation or liability (contingent or otherwise) in respect of any such plans. (d) The Benefit Plans and their related trusts intended to qualify under Sections 401 and 501(a) of the Code, respectively, have either received a favorable determination, opinion or notification letter received regarding from the tax-Internal Revenue Service with respect to each such Benefit Plan as to its qualified status under the Code, or has remaining a period of time under applicable U.S. Treasury Regulations or Internal Revenue Service pronouncements in which to apply for such a letter and make any amendments necessary to obtain a favorable determination as to the qualified status of each such Benefit Plan. (e) All contributions and other payments required to have been made by the Company to or under any Benefit Plan or Employee Arrangement by applicable Law or the terms of such Benefit Plan or Employee Arrangement (or any agreement relating thereto) have been timely and properly made. (f) The Benefit Plans and Employee Arrangements have been maintained and administered in accordance with their terms and applicable Laws in all material respects. (g) There are no pending or, to the Knowledge of the Company, threatened actions, claims, suits or proceedings against or relating to any Benefit Plan or Employee Arrangement (other than routine benefit claims by persons entitled to benefits thereunder) and, to the Knowledge of the Company, there are no facts or circumstances which could reasonably be expected to form the basis for any of the foregoing. (h) The Company has no obligation or liability (contingent or otherwise) to provide post-retirement life insurance or health benefits coverage for current or former officers, managers, employees, consultants or contractors except (i) as may be required under Part 6 of Title I of ERISA, (ii) a medical expense reimbursement account plan pursuant to Section 125 of the Code, or (iii) through the last day of the calendar month in which the participant terminates employment. (i) None of the assets of any Benefit Plan is equity of the Company. (j) Neither the execution and delivery of any of the Transaction Documents nor the consummation of any of the Contemplated Transactions will (i) result in any payment becoming due to any manager, officer, employee, consultant or contractor (current, former or retired) of the Company, (ii) increase any benefits under any Benefit Plan or Employee Arrangement or (iii) result in the acceleration of the time of payment of, vesting of, or other rights in respect of any such Employee benefits (except as may be required by the partial or full termination of any Benefit Plan that is intended to be qualified under Section 401(a) 401 of the Code; ). No Benefit Plan or Employee Arrangement in effect immediately prior to the Closing Date would result, individually or in the aggregate (Dincluding as a result of this Agreement, any of the Transaction Documents or any of the Contemplated Transactions), in the payment of any “excess parachute payment” within the meaning of Section 280G of the Code. (k) the most recent financial statement; (E) the most recently filed Form 5500 Annual Returns/Reports and schedules; (F) the current summary plan description; (G) the most recent actuarial valuation report; (H) any material, Each Benefit Plan or Employee Arrangement that is a non-routine correspondence qualified deferred compensation plan or arrangement subject to Section 409A of the Code has been operated and administered in good faith compliance with Section 409A of the Code from the period beginning January 1, 2005, or from the date such Benefit Plan or Employee Arrangement was established, whichever date is later, through the date hereof. (l) The Company has made available to the Buyer a Governmental Authority dated within true, complete and correct list of the past three following (3if applicable) yearsfor each current employee, consultant and contractor of the Company: base salary; any bonus obligations; immigration status; hire date; time-off balance; and (I) with respect to each material Employee Plan that is maintained in any non-United States jurisdiction primarily for the benefit of any employee of the Company Group whose principal work location is outside of the United States (the “International Employee Plans”), to the extent applicable, (1) the most recent annual report or similar compliance documents required to be filed with any Governmental Authority with respect to such plan; and (2) any document comparable to the determination letter referenced pursuant to clause (C) above issued by a Governmental Authority relating to the satisfaction of Law necessary to obtain the most favorable Tax treatment. Employee Plans shall not include Referral Agreementspay rate.

Employee Plans. (a) Section 3.18(a4.13(a) of the Company Disclosure Letter Schedule sets forth a true, correct correct, and complete list, as of the date hereof, of each material Employee Plan. For purposes of this Agreement, “Employee Plan” shall mean (collectively) list of: (i) each “all "employee benefit plan” (plans," as defined in Section 3(3) of ERISA), whether or not subject to ERISA; and (ii) each other employment, individual independent contractor or other service, bonus, stock option, stock purchase or other equity-based, post-employment welfare benefit, incentive compensation, profit sharing, savings, retirement, disability, insurance, vacation, deferred compensation, severance, termination, retention, change in control compensation, fringe, welfare or other benefit or compensation plans, programs, agreements, contracts, policies or binding arrangements (whether or not in writing) (x) in each case that are sponsored, maintained or contributed to (or required to be contributed to) by any member of the Company Group; or (y) otherwise, under or with respect to which the Company Group or any of its subsidiaries has any obligation or liability, contingent or otherwise. With respect to each material Employee Planotherwise (the "BENEFIT PLANS"); and (ii) all employment, to the extent applicableconsulting, termination, severance, change of control, or indemnification agreements, and all bonus or other incentive compensation, deferred compensation, salary continuation, disability, severance, stock award, stock option, stock purchase, educational assistance, club membership, employee discount, employee loan, or vacation agreements, policies, or arrangements which the Company or any of its subsidiaries has made available any obligation or liability (contingent or otherwise) in respect of any current or former officer, director, or employee of the Company or any of its subsidiaries (the "EMPLOYEE ARRANGEMENTS"). Benefit Plans and Employee Arrangements are separately identified, by the applicable country to Parent which they pertain, in Section 4.13(a) of the Company Disclosure Schedule. (b) In respect of each Benefit Plan and Employee Arrangement, a true, correct correct, and complete copies copy of each of the following documents (Aif applicable) has been provided to Parent: (i) the current most recent plan document and related trust documents, and all amendments thereto; (B) any related trust agreement, service provider agreements or underlying insurance contract, funding arrangement, or administrative and service provider agreements now in effect; (Cii) the most recent determinationsummary plan description, and all related summaries of material modifications thereto; (iii) the most recent Form 5500 (including, schedules and attachments); (iv) the most recent Internal Revenue Service ("IRS") determination letter or IRS opinion letter; (v) the forms of stock option grant agreements used to make grants under the Company Option Plans; and (vi) each written employment, consulting, or advisory letter received regarding individual severance or other compensation agreement, and all amendments thereto. The Company has provided to Parent a true, correct, and complete summary of the taxemployee payroll deduction elections in effect as of the date hereof in respect of the Company Stock Purchase Plans, together with the term of the current offering period and applicable purchase price at the beginning of such period. (c) None of the Benefit Plans or Employee Arrangements is subject to Title IV of ERISA, constitutes a defined benefit retirement plan or is a multi-qualified status employer plan described in Section 3(37) of ERISA, and the Company and its subsidiaries do not have any obligation or liability (contingent or otherwise) in respect of any such Benefit Plans and Employee Plan that is Arrangements. The Company and its subsidiaries are not members of a group of trades or businesses (other than the Company and its subsidiaries) under common control or treated as a single employer pursuant to Section 414 of the Code. (d) The Benefit Plans and their related trusts intended to be qualified qualify under Section 401(aSections 401 and 501(a) of the Code; (D) the most recent financial statement; (E) the most recently filed Form 5500 Annual Returns/Reports and schedules; (F) the , respectively, so qualify. Any voluntary employee benefit association which provides benefits to current summary plan description; (G) the most recent actuarial valuation report; (H) any material, non-routine correspondence to or from a Governmental Authority dated within the past three (3) years; and (I) with respect to each material Employee Plan that is maintained in any non-United States jurisdiction primarily for the benefit of any employee former employees of the Company Group whose principal work location and its subsidiaries, or their beneficiaries, is outside and has been qualified under Section 501(c)(9) of the United States Code. (e) All contributions or other payments required to have been made by the “International Company and its subsidiaries to or under any Benefit Plan or Employee Plans”)Arrangement by applicable Law or the terms of such Benefit Plan or Employee Arrangement (or any agreement relating thereto) have been timely and properly made. (f) The Benefit Plans and Employee Arrangements have been maintained and administered in accordance with their terms and applicable Laws. In particular, no individual who has performed services for the Company or any of its subsidiaries has been improperly excluded from participation in any Benefit Plan or Employee Arrangement. (g) There are no pending or, to the extent applicableCompany's knowledge, threatened claims, actions, suits, or proceedings against or relating to any Benefit Plan or Employee Arrangement other than routine benefit claims by persons entitled to benefits thereunder. (h) The Company and its subsidiaries do not have any obligation or liability (contingent or otherwise) to provide post-retirement life insurance or health benefits coverage for current or former officers, directors, or employees of the Company or any of its subsidiaries except (i) as may be required under Part 6 of Title I of ERISA at the sole expense of the participant or the participant's beneficiary, (1ii) the most recent annual report or similar compliance documents required to be filed with any Governmental Authority with respect to such a medical expense reimbursement account plan; and (2) any document comparable to the determination letter referenced pursuant to clause (C) above issued by a Governmental Authority relating to the satisfaction of Law necessary to obtain the most favorable Tax treatment. Employee Plans shall not include Referral Agreements.

Employee Plans. Section 3.18(a(a) Schedule 2.10(a) of the Company GHH Disclosure Letter Schedule sets forth a true, correct and complete list, as of the date hereof, of each material Employee Plan. For purposes of this Agreement, “Employee Plan” shall mean (collectively) list of: (i) each all “employee benefit planplans,” (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), whether or not subject to ERISA; and (ii) each other employment, individual independent contractor or other service, bonus, stock option, stock purchase or other equity-based, post-employment welfare benefit, incentive compensation, profit sharing, savings, retirement, disability, insurance, vacation, deferred compensation, severance, termination, retention, change in control compensation, fringe, welfare or other benefit or compensation plans, programs, agreements, contracts, policies or binding arrangements (whether or not in writing) (x) in each case that are sponsored, maintained or contributed to (or required to be contributed to) by any member of the Company Group; or (y) otherwise, under or with respect to which the Company Group GHH has any obligation or liability, contingent or otherwise (the “Benefit Plans”); (ii) all employees, consultants and independent contractors of GHH; and (iii) all employment, consulting, termination, profit sharing, severance, change of control, individual compensation or indemnification agreements, and all bonus or other incentive compensation, deferred compensation, salary continuation, disability, severance, stock award, stock option, stock purchase, educational assistance, legal assistance, club membership, employee discount, employee loan, credit union or vacation agreements, policies or arrangements under which GHH has any obligation or liability (contingent or otherwise) in respect of any current or former officer, director, employee, consultant or contractor of GHH (the “Employee Arrangements”). With Benefit Plans and Employee Arrangements which cover current or former employees, consultants, contractors, officers, or directors (or their equivalent) of GHH are separately identified on Schedule 2.10(a) of the GHH Disclosure Schedule. (b) In respect of each Benefit Plan and Employee Arrangement of GHH, a complete and correct copy of each of the following documents (if applicable) has been delivered to each material Employee Plan, to the extent applicable, the Company has made available to Parent true, correct and complete copies of Premier: (Ai) the current most recent plan document and related trust documents, and all amendments thereto; (B) any related trust agreement, service provider agreements or underlying insurance contract, funding arrangement, or administrative and service provider agreements now in effect; (Cii) the most recent summary plan description, and all related summaries of material modifications thereto; (iii) the most recent Form 5500 (including, schedules and attachments); (iv) the most recent Internal Revenue Service (“IRS”) determination, opinion or advisory letter received regarding notification letter; (v) each of the tax-qualified status stock option grant agreements used to make grants under GHH’s Option Plans, and all amendments thereto; and (vi) each written employment, consulting or individual severance or other compensation agreement, and all amendments thereto. (c) All contributions or other payments required to have been made by GHH to or under any Benefit Plan or Employee Arrangement by applicable Law or the terms of such Benefit Plan or Employee Arrangement (or any such agreement relating thereto) have been timely and properly made. (d) The Benefit Plans and Employee Arrangements have been maintained and administered in all material respects in accordance with their terms and applicable Laws. In particular, no individual who has performed services for GHH has been improperly excluded from participation in any Benefit Plan that is intended or Employee Arrangement. (e) There are no pending or, to be qualified under Section 401(aGHH’s knowledge, threatened actions, claims, or proceedings against or relating to any Benefit Plan or Employee Arrangement (other than routine benefit claims by Persons entitled to benefits thereunder), and, to the knowledge of GHH, there are no facts or circumstances which could reasonably form the basis for any of the foregoing. (f) Except as set forth on Schedule 2.10(f) of the Code; GHH Disclosure Schedule, GHH does not have any obligation or liability (Dcontingent or otherwise) to provide post-retirement life insurance or health benefits coverage for current or former officers, directors, employees, consultants or contractors of GHH except (i) as may be required under Part 6 of Title I of ERISA at the most recent financial statement; (E) the most recently filed Form 5500 Annual Returns/Reports and schedules; (F) the current summary plan description; (G) the most recent actuarial valuation report; (H) any material, non-routine correspondence to or from a Governmental Authority dated within the past three (3) years; and (I) with respect to each material Employee Plan that is maintained in any non-United States jurisdiction primarily for the benefit of any employee sole expense of the Company Group whose principal work location is outside participant or the participant’s beneficiary, (ii) a medical expense reimbursement account plan pursuant to Section 125 of the Code, or (iii) through the last day of the calendar month in which the participant terminates employment with GHH. (g) To its knowledge, GHH has materially complied with all applicable immigration Laws and similar Laws of the United States (the “International Employee Plans”), to the extent applicable, (1) the most recent annual report or similar compliance documents required to be filed with and any Governmental Authority with respect to such plan; and (2) any document comparable to the determination letter referenced pursuant to clause (C) above issued by a Governmental Authority relating to the satisfaction of Law necessary to obtain the most favorable Tax treatment. Employee Plans shall not include Referral Agreementsother country in which its employees work.

Employee Plans. (a) Section 3.18(a) 3.19 of the Company Disclosure Letter Schedule sets forth a true, correct and complete list, as of the date hereof, of each material Employee Plan. For purposes of this Agreement, “Employee Plan” shall mean (collectively) list of: (i) each all “employee benefit planplans,” (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), whether or not subject to ERISA; and (ii) each other employment, individual independent contractor or other service, bonus, stock option, stock purchase or other equity-based, post-employment welfare benefit, incentive compensation, profit sharing, savings, retirement, disability, insurance, vacation, deferred compensation, severance, termination, retention, change in control compensation, fringe, welfare or other benefit or compensation plans, programs, agreements, contracts, policies or binding arrangements (whether or not in writing) (x) in each case that are sponsored, maintained or contributed to (or required to be contributed to) by any member of the Company Group; or (y) otherwise, under or with respect to which the Company Group has any obligation or liability, contingent or otherwise (the “Benefit Plans”); (ii) all current directors, officers, employees, consultants and independent contractors of the Company; and (iii) all employment, consulting, termination, profit sharing, severance, change of control, individual compensation and indemnification agreements, and all bonus and other incentive compensation, deferred compensation, salary continuation, disability, severance, stock award, stock option, stock purchase, educational assistance, legal assistance, club membership, employee discount, employee loan, credit union and vacation agreements, policies and arrangements under which the Company has any obligation or liability (contingent or otherwise) in respect of any current or former officer, director, employee, consultant or contractor of the Company (the “Employee Arrangements”). (b) In respect of each Benefit Plan and Employee Arrangement, a complete and correct copy of each of the following documents (if applicable) has been made available to Parent: (i) the most recent plan and related trust documents, and all amendments thereto; (ii) the most recent summary plan description, and all related summaries of modifications thereto; (iii) the most recent Form 5500 (including schedules and attachments); (iv) the most recent Internal Revenue Service (“IRS”) determination, opinion or notification letter; and (v) each written Employee Arrangement, and all amendments thereto. (c) None of the Benefit Plans or Employee Arrangements is subject to Title IV of ERISA, constitutes a defined benefit retirement plan or is a multiemployer plan described in Section 3(37) of ERISA, and the Company has no obligation or liability (contingent or otherwise) in respect of any such plans. With The Company is not a member of a group of trades or businesses under common control or treated as a single employer pursuant to Section 414 of the Code. (d) The Benefit Plans and their related trusts intended to qualify under Sections 401 and 501(a) of the Code, respectively, have either received a favorable determination, opinion or notification letter from the IRS with respect to each material such Benefit Plan as to its qualified status under the Code, or has remaining a period of time under applicable U.S. Treasury Regulations or IRS pronouncements in which to apply for such a letter and make any amendments necessary to obtain a favorable determination as to the qualified status of each such Benefit Plan. (e) All contributions and other payments required to have been made by the Company to or under any Benefit Plan or Employee PlanArrangement by applicable Law or the terms of such Benefit Plan or Employee Arrangement (or any agreement relating thereto) have been timely and properly made. (f) The Benefit Plans and Employee Arrangements have been maintained and administered in accordance with their terms and applicable Laws. In particular, no individual who has performed services for the Company has been improperly excluded from participation in any Benefit Plan or Employee Arrangement. (g) There is no pending or, to the extent applicableKnowledge of the Company, threatened actions, claims, suits or proceedings against or relating to any Benefit Plan or Employee Arrangement (other than routine benefit claims by persons entitled to benefits thereunder) and, to the Knowledge of the Company, there are no facts or circumstances which could reasonably be expected to form the basis for any of the foregoing. (h) The Company has no obligation or liability (contingent or otherwise) to provide post-retirement life insurance or health benefits coverage for current or former officers, directors, employees, consultants or contractors except (i) as may be required under Part 6 of Title I of ERISA, (ii) a medical expense reimbursement account plan pursuant to Section 125 of the Code, or (iii) through the last day of the calendar month in which the participant terminates employment. (i) None of the assets of any Benefit Plan is stock of the Company. (j) Neither the execution and delivery of any of the Transaction Documents nor the consummation of any of the Contemplated Transactions will (i) result in any payment becoming due to any director, officer, employee, consultant or contractor (current, former or retired) of the Company, (ii) increase any benefits under any Benefit Plan or Employee Arrangement or (iii) result in the acceleration of the time of payment of, vesting of, or other rights in respect of any such benefits (except as which may be required by the partial or full termination of any Benefit Plan intended to be qualified under Section 401 of the Code). No Benefit Plan or Employee Arrangement in effect immediately prior to the Closing Date would result, individually or in the aggregate (including as a result of this Agreement, any of the Transaction Documents or any of the Contemplated Transactions), in the payment of any “excess parachute payment” within the meaning of Section 280G of the Code. (k) Each Benefit Plan or Employee Arrangement that is a non-qualified deferred compensation plan or arrangement subject to Section 409A of the Code has been operated and administered in good faith compliance with Section 409A of the Code from the date such Benefit Plan or Employee Arrangement was established through the date hereof. (l) The Company has made available to Parent a true, complete and correct list of the following (if applicable) for each current employee, consultant and complete copies of (A) the current plan document and amendments thereto; (B) any related trust agreement, service provider agreements or underlying insurance contract, funding arrangement, or administrative and service provider agreements now in effect; (C) the most recent determination, opinion or advisory letter received regarding the tax-qualified status contractor of any such Employee Plan that is intended to be qualified under Section 401(a) of the CodeCompany: base salary; (D) the most recent financial statementany bonus obligations; (E) the most recently filed Form 5500 Annual Returns/Reports and schedulesimmigration status; (F) the current summary plan descriptionhire date; (G) the most recent actuarial valuation report; (H) any material, nontime-routine correspondence to or from a Governmental Authority dated within the past three (3) yearsoff balance; and (I) with respect to each material Employee Plan that is maintained in any non-United States jurisdiction primarily for the benefit of any employee of the Company Group whose principal work location is outside of the United States (the “International Employee Plans”), to the extent applicable, (1) the most recent annual report or similar compliance documents required to be filed with any Governmental Authority with respect to such plan; and (2) any document comparable to the determination letter referenced pursuant to clause (C) above issued by a Governmental Authority relating to the satisfaction of Law necessary to obtain the most favorable Tax treatment. Employee Plans shall not include Referral Agreementspay rate.

Employee Plans. (a) Section 3.18(a) 3.19 of the Company Disclosure Letter Schedule sets forth a true, correct and complete list, as of the date hereof, of each material Employee Plan. For purposes of this Agreement, “Employee Plan” shall mean (collectively) list of: (i) each all “employee benefit planplans,” (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), whether or not subject to ERISA; and (ii) each other employment, individual independent contractor or other service, bonus, stock option, stock purchase or other equity-based, post-employment welfare benefit, incentive compensation, profit sharing, savings, retirement, disability, insurance, vacation, deferred compensation, severance, termination, retention, change in control compensation, fringe, welfare or other benefit or compensation plans, programs, agreements, contracts, policies or binding arrangements (whether or not in writing) (x) in each case that are sponsored, maintained or contributed to (or required to be contributed to) by any member of the Company Group; or (y) otherwise, under or with respect to which the Company Group or any of its Subsidiaries has any obligation or liability, contingent or otherwise. With respect to each material Employee Planotherwise (the “Company Benefit Plans”); (ii) all employees, to the extent applicable, consultants and independent contractors of the Company and its Subsidiaries; and (iii) all employment, consulting, termination, profit sharing, severance, change of control, individual compensation or indemnification agreements, and all bonus or other incentive compensation, deferred compensation, salary continuation, disability, severance, stock award, stock option, stock purchase, educational assistance, legal assistance, club membership, employee discount, employee loan, credit union or vacation agreements, policies or arrangements under which the Company or any of its Subsidiaries has any obligation or liability (contingent or otherwise) in respect of any current or former officer, director, employee, consultant or contractor of the Company or any of its Subsidiaries, other than Company Benefit Plans (the “Company Employee Arrangements”). Company Benefit Plans and Company Employee Arrangements that cover current or former employees, consultants, contractors, officers, or directors (or their equivalent) of the Company and its Subsidiaries are separately identified, by the applicable country, on Section 3.19 of the Company’s Disclosure Schedule. (b) In respect of each Company Benefit Plan and Company Employee Arrangement, a complete and correct copy of each of the following documents (if applicable) has been made available to Parent true, correct and complete copies of Parent: (Ai) the current most recent plan document and related trust documents, and all amendments thereto; (B) any related trust agreement, service provider agreements or underlying insurance contract, funding arrangement, or administrative and service provider agreements now in effect; (Cii) the most recent summary plan description, and all related summaries of material modifications thereto; (iii) the most recent Form 5500 (including, schedules and attachments); (iv) the most recent Internal Revenue Service (“IRS”) determination, opinion or advisory notification letter; (v) each of the stock option grant agreements used to make grants under the Company Option Plan, and all amendments thereto; (vi) each written employment, consulting or individual severance or other compensation agreement, and all amendments thereto; and (vii) the most recent actuarial reports (including for purposes of Financial Accounting Standards Board report nos. 87, 106 and 112). (c) None of the Company Benefit Plans or Company Employee Arrangements is subject to Title IV of ERISA, constitutes a defined benefit retirement plan or is a multiemployer plan described in Section 3(37) of ERISA, and neither the Company nor any of its Subsidiaries has any obligation or liability (contingent or otherwise) in respect of any such plans. The Company is not a member of a group of trades or businesses under common control or treated as a single employer pursuant to Section 414 of the Code. (d) The Company Benefit Plans and their related trusts intended to qualify under Sections 401 and 501(a) of the Code, respectively, have either received a favorable determination, opinion or notification letter received regarding from the tax-IRS with respect to each such Company Benefit Plan as to its qualified status under the Code, or has remaining a period of time under applicable U.S. Treasury regulations or IRS pronouncements in which to apply for such a letter and make any amendments necessary to obtain a favorable determination as to the qualified status of each such Company Benefit Plan. Any voluntary employee benefit association that provides benefits to current or former employees of the Company or any of its Subsidiaries, or their beneficiaries, is and has been qualified under Section 501(c)(9) of the Code. (e) All contributions or other payments required to have been made by the Company or any of its Subsidiaries to or under any Company Benefit Plan or Company Employee Arrangement by applicable Law or the terms of such Company Benefit Plan or Company Employee Arrangement (or any agreement relating thereto) have been timely and properly made. (f) The Company Benefit Plans and Company Employee Arrangements have been maintained and administered in all material respects in accordance with their terms and applicable Laws. In particular, no individual who has performed services for the Company’s or any of its Subsidiaries has been improperly excluded from participation in any Company Benefit Plan or Company Employee Arrangement. (g) There are no pending or, to the Company’s or the APAR Holders’ knowledge, threatened actions, claims, or proceedings against or relating to any Company Benefit Plan or Company Employee Arrangement (other than routine benefit claims by persons entitled to benefits thereunder), and, to the knowledge of the Company or the APAR Holders, there are no facts or circumstances which could form the basis for any of the foregoing. (h) Neither the Company nor any of its Subsidiaries has any obligation or liability (contingent or otherwise) to provide post-retirement life insurance or health benefits coverage for current or former officers, directors, employees, consultants or contractors of the Company or any of its Subsidiaries except (i) as may be required under Part 6 of Title I of ERISA, (ii) a medical expense reimbursement account plan pursuant to Section 125 of the Code, or (iii) through the last day of the calendar month in which the participant terminates employment with the Company or any of its Subsidiaries. (i) None of the assets of any Company Benefit Plan is stock of the Company or any of its affiliates, or property leased to or jointly owned by the Company or any of its affiliates. (j) Neither the execution and delivery of this Agreement nor the consummation of the Contemplated Transactions will (i) result in any payment becoming due to any employee, consultant or contractor (current, former, or retired) of the Company or any of its Subsidiaries, (ii) increase any benefits under any Company Benefit Plan or Company Employee Arrangement or (iii) result in the acceleration of the time of payment of, vesting of, or other rights in respect of any such Employee benefits (except as which may be required by the partial or full termination of any Benefit Plan that is intended to be qualified under Section 401(a) 401 of the Code; ). (Dk) The Company has delivered to Parent a true and correct list of the most recent financial statement; (E) the most recently filed Form 5500 Annual Returns/Reports following for each employee, consultant and schedules; (F) the current summary plan description; (G) the most recent actuarial valuation report; (H) any material, non-routine correspondence to or from a Governmental Authority dated within the past three (3) years; and (I) with respect to each material Employee Plan that is maintained in any non-United States jurisdiction primarily for the benefit of any employee contractor of the Company Group whose principal work location is outside and each of its Subsidiaries: base salary, any bonus obligations, immigration status, hire date, time-off balance, an indication of the existence of a signed assignment of invention agreement for each employee and including effective date and term for the contract, pay rate, termination provisions and indication of a signed assignment of invention agreement for each consultant and contractor. (l) To the knowledge of the Company, all employees of the Company and each of its Subsidiaries who are not U.S. citizens but who are assigned to the U.S. operations of the Company or any of its Subsidiaries or otherwise travel, from time to time, to the United States on behalf of the Company or any of its Subsidiaries, possess all applicable passports, visas and other authorizations required by the Laws of the United States and have otherwise complied with all applicable immigration and similar Laws of the United States. (m) To the “International Employee Plans”)Company’s knowledge, all employees of the Company or any of its Subsidiaries assigned to work outside the extent applicableUnited States possess all applicable passports, (1) visas and other authorizations required by the most recent annual report or similar compliance documents required Laws of the respective countries to be filed with any Governmental Authority with respect to such plan; and (2) any document comparable to the determination letter referenced pursuant to clause (C) above issued by a Governmental Authority relating to the satisfaction of Law necessary to obtain the most favorable Tax treatment. Employee Plans shall not include Referral Agreementswhich they are assigned.

Employee Plans. (a) All Company Employee Benefit Plans are listed in Section 3.18(a) 3.10 of the Company Disclosure Letter sets forth a true, correct Letter. Correct and complete list, as of the date hereof, copies of each material Employee Plan. For purposes such plan and the following documents with respect to each of this Agreement, “Employee Plan” shall mean (collectively) such plan have been provided to Parent by the Company to the extent applicable: (i) any plan documents and related trust documents, insurance contracts or other funding arrangements, and all amendments thereto; (ii) the three most recent Forms 5500 and all schedules thereto; (iii) the most recent actuarial report and financial statements, if any; (iv) the most recent IRS determination letter or opinion letter; (v) the most recent summary plan descriptions together with each summary of material modifications required under ERISA, all material employee communications relating to such Company Employee Benefit Plans and all material communications to or from the IRS or any other governmental or regulatory authority relating to each Company Employee Benefit Plan; and (vi) written summaries of all non-written Company Employee Benefit Plans. “Company Employee Benefit Plan” means each bonus, pension, profit sharing, deferred compensation, incentive compensation, stock ownership, stock purchase, stock option, phantom stock or other equity-based retirement, vacation, severance, disability, death benefit, hospitalization, medical or other employee benefit plan, program, policy, practice or arrangement, including any “employee benefit plan” (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), whether or not subject to ERISA; , and (ii) each other employment, individual independent contractor or other service, bonus, stock option, stock purchase or other equity-based, post-employment welfare benefit, incentive compensation, profit sharing, savings, retirement, disability, insurance, vacation, deferred compensation, severance, termination, retention, consulting, change in control compensationcontrol, fringesalary continuation, welfare termination or other benefit severance plan, program, policy, practice, arrangement or compensation plansagreement entered into, programsmaintained, agreementssponsored or contributed to by the Company, contractsany of the Company Subsidiaries or by any trade or business, policies or binding arrangements (whether or not in writing) (x) in each case incorporated, that are sponsored, maintained together with the Company or contributed to (or required to be contributed to) by any member of the Company Group; Subsidiaries would be deemed a “single employer” under Section 414 of the Code (an “ERISA Affiliate”) or (y) otherwiseto which the Company or any of the Company Subsidiaries has any obligation to contribute, under or otherwise providing benefits to any current, former or future employee, consultant, officer or director of the Company or any of the Company Subsidiaries or to any beneficiary or dependent thereof or with respect to which the Company Group or any Company Subsidiary has any obligation or liability, contingent or otherwise. With respect to each material Employee Plan, to the extent applicable, the Company has made available to Parent true, correct and complete copies of (A) the current plan document and amendments thereto; (B) any related trust agreement, service provider agreements or underlying insurance contract, funding arrangement, or administrative and service provider agreements now in effect; (C) the most recent determination, opinion or advisory letter received regarding the tax-qualified status of any such Employee Plan that is intended to be qualified under Section 401(a) of the Code; (D) the most recent financial statement; (E) the most recently filed Form 5500 Annual Returns/Reports and schedules; (F) the current summary plan description; (G) the most recent actuarial valuation report; (H) any material, non-routine correspondence to or from a Governmental Authority dated within the past three (3) years; and (I) with respect to each material Employee Plan that is maintained in any non-United States jurisdiction primarily for the benefit of any employee of the Company Group whose principal work location is outside of the United States (the “International Employee Plans”), to the extent applicable, (1) the most recent annual report or similar compliance documents required to be filed with any Governmental Authority with respect to such plan; and (2) any document comparable to the determination letter referenced pursuant to clause (C) above issued by a Governmental Authority relating to the satisfaction of Law necessary to obtain the most favorable Tax treatment. Employee Plans shall not include Referral Agreements.

Employee Plans. (a) Section 3.18(a) 2.18 of the Company Disclosure Letter Schedule sets forth a true, correct and complete list, as of the date hereof, of each material Employee Plan. For purposes of this Agreement, “Employee Plan” shall mean (collectively) list of: (i) each all “employee benefit planplans,” (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), whether or not subject to ERISA; and (ii) each other employment, individual independent contractor or other service, bonus, stock option, stock purchase or other equity-based, post-employment welfare benefit, incentive compensation, profit sharing, savings, retirement, disability, insurance, vacation, deferred compensation, severance, termination, retention, change in control compensation, fringe, welfare or other benefit or compensation plans, programs, agreements, contracts, policies or binding arrangements (whether or not in writing) (x) in each case that are sponsored, maintained or contributed to (or required to be contributed to) by any member of the Company Group; or (y) otherwise, under or with respect to which the Company Group has any obligation or liability, contingent or otherwise. With respect to each material Employee Planotherwise (the “Benefit Plans”); and (ii) all employment, to the extent applicableconsulting, termination, profit sharing, severance, change of control, individual compensation and indemnification agreements, and all bonus and other incentive compensation, deferred compensation, salary continuation, disability, severance, stock award, stock option, stock purchase, educational assistance, legal assistance, club membership, employee discount, employee loan, credit union and vacation agreements, policies and arrangements under which the Company has any obligation or liability (contingent or otherwise) in respect of any current or former officer, director, employee, consultant or contractor of the Company (the “Employee Arrangements”). (b) In respect of each Benefit Plan and Employee Arrangement, a complete and correct copy of each of the following documents (if applicable) has been made available to Parent true, correct and complete copies of the Buyer: (Ai) the current most recent plan document and related trust documents, and all amendments thereto; (B) any related trust agreement, service provider agreements or underlying insurance contract, funding arrangement, or administrative and service provider agreements now in effect; (Cii) the most recent summary plan description, and all related summaries of modifications thereto; (iii) the most recent Form 5500 (including schedules and attachments); (iv) the most recent Internal Revenue Service (“IRS”) determination, opinion or advisory notification letter; and (v) each written Employee Arrangement, and all amendments thereto. (c) None of the Benefit Plans or Employee Arrangements is subject to Title IV of ERISA, constitutes a defined benefit retirement plan or is a multiemployer plan described in Section 3(37) of ERISA, and the Company has no obligation or liability (contingent or otherwise) in respect of any such plans. (d) The Benefit Plans and their related trusts intended to qualify under Sections 401 and 501(a) of the Code, respectively, have either received a favorable determination, opinion or notification letter received regarding from the tax-IRS with respect to each such Benefit Plan as to its qualified status under the Code, or has remaining a period of time under applicable U.S. Treasury Regulations or IRS pronouncements in which to apply for such a letter and make any amendments necessary to obtain a favorable determination as to the qualified status of each such Benefit Plan. (e) All contributions and other payments required to have been made by the Company to or under any Benefit Plan or Employee Arrangement by applicable Law or the terms of such Benefit Plan or Employee Arrangement (or any agreement relating thereto) have been timely and properly made. (f) The Benefit Plans and Employee Arrangements have been maintained and administered in accordance with their terms and applicable Laws. (g) The Company has no obligation or liability (contingent or otherwise) to provide post-retirement life insurance or health benefits coverage for current or former officers, directors, employees, consultants or contractors except (i) as may be required under Part 6 of Title I of ERISA, (ii) a medical expense reimbursement account plan pursuant to Section 125 of the Code, or (iii) through the last day of the calendar month in which the participant terminates employment. (h) Neither the execution and delivery of any of the Transaction Documents nor the consummation of any of the Contemplated Transactions will (i) result in any payment becoming due to any director, officer, employee, consultant or contractor (current, former or retired) of the Company, (ii) increase any benefits under any Benefit Plan or Employee Arrangement or (iii) result in the acceleration of the time of payment of, vesting of, or other rights in respect of any such Employee benefits (except as may be required by the partial or full termination of any Benefit Plan that is intended to be qualified under Section 401(a) 401 of the Code; ). No Benefit Plan or Employee Arrangement in effect immediately prior to the Closing Date would result, individually or in the aggregate (Dincluding as a result of this Agreement, any of the Transaction Documents or any of the Contemplated Transactions), in the payment of any “excess parachute payment” within the meaning of Section 280G of the Code. (i) the most recent financial statement; (E) the most recently filed Form 5500 Annual Returns/Reports and schedules; (F) the current summary plan description; (G) the most recent actuarial valuation report; (H) any material, Each Benefit Plan or Employee Arrangement that is a non-routine correspondence qualified deferred compensation plan or arrangement subject to Section 409A of the Code has been operated and administered in good faith compliance with Section 409A of the Code from the period beginning on the date such Benefit Plan or from Employee Arrangement was established through the date hereof. (j) The Company has made available to the Buyer a Governmental Authority dated within true, complete and correct list of the past three following (3if applicable) yearsfor each current director, officer, employee, consultant and contractor of the Company: base salary; any bonus obligations; immigration status; hire date; time-off balance; and (I) with respect to each material Employee Plan that is maintained pay rate, as set forth in any non-United States jurisdiction primarily for the benefit of any employee Section 2.18 of the Company Group whose principal work location is outside of the United States (the “International Employee Plans”), to the extent applicable, (1) the most recent annual report or similar compliance documents required to be filed with any Governmental Authority with respect to such plan; and (2) any document comparable to the determination letter referenced pursuant to clause (C) above issued by a Governmental Authority relating to the satisfaction of Law necessary to obtain the most favorable Tax treatment. Employee Plans shall not include Referral AgreementsDisclosure Schedule.

Employee Plans. (a) Section 3.18(a4.13(a) of the Company Disclosure Letter Schedule sets forth a true, correct correct, and complete list, as of the date hereof, of each material Employee Plan. For purposes of this Agreement, “Employee Plan” shall mean (collectively) list of: (i) each “all "employee benefit plan” (plans," as defined in Section 3(3) of ERISA), whether or not subject to ERISA; and (ii) each other employment, individual independent contractor or other service, bonus, stock option, stock purchase or other equity-based, post-employment welfare benefit, incentive compensation, profit sharing, savings, retirement, disability, insurance, vacation, deferred compensation, severance, termination, retention, change in control compensation, fringe, welfare or other benefit or compensation plans, programs, agreements, contracts, policies or binding arrangements (whether or not in writing) (x) in each case that are sponsored, maintained or contributed to (or required to be contributed to) by any member of the Company Group; or (y) otherwise, under or with respect to which the Company Group or any of its subsidiaries has any obligation or liability, contingent or otherwise. With respect to each material Employee Planotherwise (the "BENEFIT PLANS"); and (ii) all employment, to the extent applicableconsulting, termination, severance, change of control, or indemnification agreements, and all bonus or other incentive compensation, deferred compensation, salary continuation, disability, severance, stock award, stock option, stock purchase, educational assistance, club membership, employee discount, employee loan, or vacation agreements, policies, or arrangements which the Company or any of its subsidiaries has made available any obligation or liability (contingent or otherwise) in respect of any current or former officer, director, or employee of the Company or any of its subsidiaries (the "EMPLOYEE ARRANGEMENTS"). Benefit Plans and Employee Arrangements are separately identified, by the applicable country to Parent which they pertain, in Section 4.13(a) of the Company Disclosure Schedule. (b) In respect of each Benefit Plan and Employee Arrangement, a true, correct correct, and complete copies copy of each of the following documents (Aif applicable) has been provided to Parent: (i) the current most recent plan document and related trust documents, and all amendments thereto; (B) any related trust agreement, service provider agreements or underlying insurance contract, funding arrangement, or administrative and service provider agreements now in effect; (Cii) the most recent determinationsummary plan description, opinion or advisory letter received regarding the tax-qualified status and all related summaries of any such Employee Plan that is intended to be qualified under Section 401(a) of the Codematerial modifications thereto; (Diii) the most recent financial statementForm 5500 (including, schedules and attachments); (E) the most recently filed Form 5500 Annual Returns/Reports and schedules; (F) the current summary plan description; (Giv) the most recent actuarial valuation reportInternal Revenue Service ("IRS") determination letter or IRS opinion letter; (Hv) any material, non-routine correspondence the forms of stock option grant agreements used to or from a Governmental Authority dated within the past three (3) years; and (I) with respect to each material Employee Plan that is maintained in any non-United States jurisdiction primarily for the benefit of any employee of make grants under the Company Group whose principal work location is outside of the United States (the “International Employee Plans”), to the extent applicable, (1) the most recent annual report or similar compliance documents required to be filed with any Governmental Authority with respect to such plan; and (2) any document comparable to the determination letter referenced pursuant to clause (C) above issued by a Governmental Authority relating to the satisfaction of Law necessary to obtain the most favorable Tax treatment. Employee Plans shall not include Referral Agreements.Option

Employee Plans. (a) Section 3.18(a3.13(a) of the Company Disclosure Letter Schedule sets forth a true, correct and complete list, as of the date hereof, of each material Employee Plan. For purposes of this Agreement, “Employee Plan” shall mean (collectively) list of: (i) each “all "employee benefit plan” (plans," as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), whether or not subject to ERISA; and (ii) each other employment, individual independent contractor or other service, bonus, stock option, stock purchase or other equity-based, post-employment welfare benefit, incentive compensation, profit sharing, savings, retirement, disability, insurance, vacation, deferred compensation, severance, termination, retention, change in control compensation, fringe, welfare or other benefit or compensation plans, programs, agreements, contracts, policies or binding arrangements (whether or not in writing) (x) in each case that are sponsored, maintained or contributed to (or required to be contributed to) by any member of the Company Group; or (y) otherwise, under or with respect to which the Company Group or any of its subsidiaries has any obligation or liability, contingent or otherwise. With respect to each material Employee Plan, to otherwise (the extent applicable, "Benefit Plans"); (ii) all employees and consultants of the Company and its subsidiaries, including the base salary for each such person; and (iii) all stock option plans or bonus plans or other plans or arrangements with any employee or consultant of the Company or its subsidiaries which is non-standard. Benefit Plans and Employee Arrangements which cover current or former employees, officers, or directors (or their equivalent) of the Company or any of its subsidiaries are separately identified, by the applicable country, on Section 3.13(a) of the Company Disclosure Schedule. (b) In respect of each Benefit Plan and each employment, consulting, termination, profit sharing, severance, change of control, individual compensation or indemnification agreements, and all bonus or other incentive compensation, deferred compensation, salary continuation, stock award, stock option, stock purchase, educational assistance or employee loan agreement under which the Company or any of its subsidiaries has any obligation or liability (contingent or otherwise) (the "Employee Arrangements"), a complete and correct copy of each of the following documents (if applicable) has been made available to Parent true, correct and complete copies of 12 20 (Ai) the current most recent plan document and related trust documents, and all amendments thereto; (B) any related trust agreement, service provider agreements or underlying insurance contract, funding arrangement, or administrative and service provider agreements now in effect; (Cii) the most recent determinationsummary plan description, opinion or advisory letter received regarding the tax-qualified status and all related summaries of any such Employee Plan that is intended to be qualified under Section 401(a) of the Codematerial modifications thereto; (Diii) the most recent financial statementForm 5500 (including, schedules and attachments); (Eiv) the most recently filed Form 5500 Annual Returns/Reports and schedulesrecent Internal Revenue Service ("IRS") determination letter; (Fv) the current summary plan descriptionforms of stock option grant agreements used to make grants under the Company Option Plans; (Gvi) each written employment, consulting or individual severance or other compensation agreement, and all amendments thereto; and (vii) the most recent actuarial valuation report; reports (Hincluding for purposes of Financial Accounting Standards Board report nos. 87, 106 and 112). The Company has no stock purchase plans. (c) None of the Benefit Plans is subject to Title IV of ERISA, constitutes a defined benefit retirement plan or is a multi-employer plan described in Section 3(37) of ERISA, and the Company and its subsidiaries do not have any material, non-routine correspondence to obligation or from a Governmental Authority dated within the past three liability (3contingent or otherwise) years; and (I) with in respect to each material Employee Plan that is maintained in any non-United States jurisdiction primarily for the benefit of any such plans. The Company and its subsidiaries are not members of a group of trades or businesses (other than the Company and its subsidiaries) under common control or treated as a single employer pursuant to Section 414 of the Code. (d) The Benefit Plans and their related trusts intended to qualify under Sections 401 and 501(a) of the Code, respectively, so qualify. Any voluntary employee benefit association which provides benefits to current or former employees of the Company Group whose principal work location and its subsidiaries, or their beneficiaries, is and has been qualified under Section 501(c)(9) of the Code. (e) All contributions or other payments required to have been made by the Company and its subsidiaries to or under any Benefit Plan or Employee Arrangement by applicable Law or the terms of such Benefit Plan or Employee Arrangement (or any agreement relating thereto) have been timely and properly made. (f) The Benefit Plans and Employee Arrangements have been maintained and administered in all material respects in accordance with their terms and applicable Laws. The Company believes that no individual who has performed services for the Company or any of its subsidiaries has been improperly excluded from participation in any Benefit Plan or Employee Arrangement. (g) There are no pending or, to the Company's knowledge, threatened actions, claims, or proceedings against or relating to any Benefit Plan or Employee Arrangement (other than routine benefit claims by persons entitled to benefits thereunder), and, to the knowledge of the Company, there are no facts or circumstances which could form the basis for any of the foregoing. (h) The Company and its subsidiaries do not have any obligation or liability (contingent or otherwise) to provide post-retirement life insurance or health benefits coverage for current or former officers, directors, or employees of the Company or any of its subsidiaries except (i) as may be required under Part 6 of Title I of ERISA but which are being paid solely by the participant or the participant's beneficiary, (ii) a medical expense reimbursement account plan pursuant to Section 125 of the Code, or (iii) through the last day of the calendar month in which the participant terminates employment with the Company or any subsidiary of the Company. (i) None of the assets of any Benefit Plan is stock of the Company or any of its affiliates, or property leased to or jointly owned by the Company or any of its affiliates. (j) Except in connection with equity compensation, neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (i) result in any payment becoming due to any employee (current, former, or retired) of the Company or any of its subsidiaries, (ii) increase any benefits under any Benefit Plan or Employee Arrangement, or (iii) result in the acceleration of the time of payment of, vesting of, or other rights in respect of any such benefits. (k) Each of the Benefit Plans covering employees outside of the United States (is fully funded through adequate reserves on the “International Employee Plans”)financial statements of the Company or its subsidiaries, to the extent applicableinsurance contracts, (1) the most recent annual report annuity contracts, trust funds or similar compliance documents required to be filed with any Governmental Authority with respect to arrangements or the liabilities of such plan; and (2) any document comparable to the determination letter referenced pursuant to clause (C) above issued by a Governmental Authority relating to the satisfaction of Law necessary to obtain the most favorable Tax treatment. Employee Benefit Plans shall not include Referral Agreementsare fairly reflected on such financial statements.

Employee Plans. (a) Section 3.18(a3.10(a) of the Company Representing Party's Disclosure Letter Schedule sets forth a true, correct and complete list, as of the date hereof, of each material Employee Plan. For purposes of this Agreement, “Employee Plan” shall mean (collectively) list of: (i) each “all "employee benefit plan” (plans," as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), whether or not subject to ERISA; and (ii) each other employment, individual independent contractor or other service, bonus, stock option, stock purchase or other equity-based, post-employment welfare benefit, incentive compensation, profit sharing, savings, retirement, disability, insurance, vacation, deferred compensation, severance, termination, retention, change in control compensation, fringe, welfare or other benefit or compensation plans, programs, agreements, contracts, policies or binding arrangements (whether or not in writing) (x) in each case that are sponsored, maintained or contributed to (or required to be contributed to) by any member of the Company Group; or (y) otherwise, under or with respect to which the Company Group Representing Party has any obligation or liability, contingent or otherwise (the "Benefit Plans"); (ii) all employees, consultants and independent contractors of the Representing Party; and (iii) all employment, consulting, termination, profit sharing, severance, change of control, individual compensation or indemnification agreements, and all bonus or other incentive compensation, deferred compensation, salary continuation, disability, severance, stock award, stock option, stock purchase, educational assistance, legal assistance, club membership, employee discount, employee loan, credit union or vacation agreements, policies or arrangements under which the Representing Party has any obligation or liability (contingent or otherwise) in respect of any current or former officer, director, employee, consultant or contractor of the Representing Party (the "Employee Arrangements"). With Benefit Plans and Employee Arrangements which cover current or former employees, consultants, contractors, officers, or directors (or their equivalent) of the Representing Party are separately identified, by the applicable country, on Section 3.10(a) of the Representing Party's Disclosure Schedule. (b) In respect to of each material Benefit Plan and Employee PlanArrangement of the Company, to a complete and correct copy of each of the extent following documents (if applicable, the Company ) has been made available to Parent true, correct and complete copies of NPI: (Ai) the current most recent plan document and related trust documents, and all amendments thereto; (B) any related trust agreement, service provider agreements or underlying insurance contract, funding arrangement, or administrative and service provider agreements now in effect; (Cii) the most recent summary plan description, and all related summaries of material modifications thereto; (iii) the most recent Form 5500 (including, schedules and attachments); (iv) the most recent Internal Revenue Service ("IRS") determination, opinion or advisory notification letter; (v) each of the stock option grant agreements used to make grants under the Company Option Plans, and all amendments thereto; (vi) each written employment, consulting or individual severance or other compensation agreement, and all amendments thereto; and (vii) the most recent actuarial reports (including for purposes of Financial Accounting Standards Board report nos. 87, 106 and 112). (c) None of the Benefit Plans or Employee Arrangements is subject to Title IV of ERISA, constitutes a defined benefit retirement plan or is a multi-employer plan described in Section 3(37) of ERISA, and the Representing Party does not have any obligation or liability (contingent or otherwise) in respect of any such plans. The Company is not a member of a group of trades or businesses under common control or treated as a single employer pursuant to Section 414 of the Code. (d) The Benefit Plans and their related trusts intended to qualify under Sections 401 and 501(a) of the Code, respectively, have either received a favorable determination, opinion or notification letter received regarding from the tax-IRS with respect to each such Benefit Plan as to its qualified status under the Code, or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a letter and make any amendments necessary to obtain a favorable determination as to the qualified status of each such Benefit Plans. Any voluntary employee benefit association which provides benefits to current or former employees of the Representing Party, or their beneficiaries, is and has been qualified under Section 501(c)(9) of the Code. (e) All contributions or other payments required to have been made by the Representing Party to or under any Benefit Plan or Employee Arrangement by applicable Law or the terms of such Benefit Plan or Employee Arrangement (or any agreement relating thereto) have been timely and properly made. (f) The Benefit Plans and Employee Arrangements have been maintained and administered in all material respects in accordance with their terms and applicable Laws. In particular, no individual who has performed services for the Representing Party has been improperly excluded from participation in any Benefit Plan or Employee Arrangement. (g) There are no pending or, to the Representing Party's knowledge, threatened actions, claims, or proceedings against or relating to any Benefit Plan or Employee Arrangement (other than routine benefit claims by persons entitled to benefits thereunder), and, to the knowledge of the Representing Party, there are no facts or circumstances which could form the basis for any of the foregoing. (h) The Representing Party does not have any obligation or liability (contingent or otherwise) to provide post-retirement life insurance or health benefits coverage for current or former officers, directors, employees, consultants or contractors of the Representing Party except (i) as may be required under Part 6 of Title I of ERISA at the sole expense of the participant or the participant's beneficiary, (ii) a medical expense reimbursement account plan pursuant to Section 125 of the Code, or (iii) through the last day of the calendar month in which the participant terminates employment with the Representing Party. (i) None of the assets of any Benefit Plan is stock of the Representing Party or any of its affiliates, or property leased to or jointly owned by the Representing Party or any of its affiliates. (j) Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (i) result in any payment becoming due to any employee, consultant or contractor (current, former, or retired) of the Representing Party, (ii) increase any benefits under any Benefit Plan or Employee Arrangement or (iii) result in the acceleration of the time of payment of, vesting of, or other rights in respect of any such Employee benefits (except as which may be required by the partial or full termination of any Benefit Plan that is intended to be qualified under Section 401(a) 401 of the Code; ). (Dk) The Representing Party has delivered to the most recent financial statement; other a true and correct list of the following for each employee, consultant and contractor of the Representing Party: base salary, any bonus obligations, immigration status, hire date, time-off balance, an indication of the existence of a signed assignment of invention agreement for each employee and including effective date and term for the contract, pay rate, termination provisions, indication that they have not received W-2 statements from the Representing Party, indication that they have not received Representing Party employee benefits and indication of a signed assignment of invention agreement for each consultant and contractor. (El) To the most recently filed Form 5500 Annual Returns/Reports and schedules; (F) knowledge of the current summary plan description; (G) Representing Party, all employees of the most recent actuarial valuation report; (H) any materialRepresenting Party who are not U.S. citizens but who are assigned to the U.S. operations of the Representing Party or otherwise travel, non-routine correspondence from time to or from a Governmental Authority dated within time, to the past three (3) years; and (I) with respect to each material Employee Plan that is maintained in any non-United States jurisdiction primarily for the benefit of any employee on behalf of the Company Group whose principal work location is outside Representing Party, possess all applicable passports, visas and other authorizations required by the Laws of the United States and have otherwise complied with all applicable immigration and similar Laws of the United States. (m) To the “International Employee Plans”)Representing Party's knowledge, all employees of the Representing Party assigned to work outside the extent applicableUnited States possess all applicable passports, (1) visas and other authorizations required by the most recent annual report or similar compliance documents required Laws of the respective countries to be filed with any Governmental Authority with respect to such plan; and (2) any document comparable to the determination letter referenced pursuant to clause (C) above issued by a Governmental Authority relating to the satisfaction of Law necessary to obtain the most favorable Tax treatment. Employee Plans shall not include Referral Agreementswhich they are assigned.

Employee Plans. (a) Section 3.18(a) 2.19 of the Company Disclosure Letter Schedule sets forth a true, correct and complete list, as of the date hereof, of each material Employee Plan. For purposes of this Agreement, “Employee Plan” shall mean (collectively) list of: (i) each all “employee benefit planplans,” (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), whether or not subject to ERISA; and (ii) each other employment, individual independent contractor or other service, bonus, stock option, stock purchase or other equity-based, post-employment welfare benefit, incentive compensation, profit sharing, savings, retirement, disability, insurance, vacation, deferred compensation, severance, termination, retention, change in control compensation, fringe, welfare or other benefit or compensation plans, programs, agreements, contracts, policies or binding arrangements (whether or not in writing) (x) in each case that are sponsored, maintained or contributed to (or required to be contributed to) by any member of the Company Group; or (y) otherwise, under or with respect to which the Company Group has any obligation or liability, contingent or otherwise. With respect to each material Employee Planotherwise (the “Benefit Plans”); (ii) all current directors, to Officers and employees of the extent applicableCompany; and (iii) all employment, consulting, termination, profit sharing, severance, change of control, individual compensation and indemnification agreements, and all bonus and other incentive compensation, deferred compensation, salary continuation, disability, severance, stock award, stock option, stock purchase, educational assistance, legal assistance, club membership, employee discount, employee loan, credit union and vacation agreements, policies and arrangements under which the Company has any obligation or liability (contingent or otherwise) in respect of any current or former officer, director, employee, consultant or contractor of the Company (the “Employee Arrangements”). (b) In respect of each Benefit Plan and Employee Arrangement, a complete and correct copy of each of the following documents (if applicable) has been made available to Parent true, correct and complete copies of the Buyer: (Ai) the current most recent plan document and related trust documents, and all amendments thereto; (B) any related trust agreement, service provider agreements or underlying insurance contract, funding arrangement, or administrative and service provider agreements now in effect; (Cii) the most recent summary plan description, and all related summaries of modifications thereto; (iii) the most recent Form 5500 (including schedules and attachments); (iv) the most recent Internal Revenue Service (“IRS”) determination, opinion or advisory notification letter; and (v) each written Employee Arrangement, and all amendments thereto. (c) None of the Benefit Plans or Employee Arrangements is subject to Title IV of ERISA, constitutes a defined benefit retirement plan or is a multiemployer plan described in Section 3(37) of ERISA, and the Company has no obligation or liability (contingent or otherwise) in respect of any such plans. (d) The Benefit Plans and their related trusts intended to qualify under Sections 401 and 501(a) of the Code, respectively, have either received a favorable determination, opinion or notification letter received regarding from the tax-IRS with respect to each such Benefit Plan as to its qualified status under the Code, or has remaining a period of time under applicable U.S. Treasury Regulations or IRS pronouncements in which to apply for such a letter and make any amendments necessary to obtain a favorable determination as to the qualified status of each such Benefit Plan. (e) All contributions and other payments required to have been made by the Company to or under any Benefit Plan or Employee Arrangement by applicable Law or the terms of such Benefit Plan or Employee Arrangement (or any agreement relating thereto) have been timely and properly made. (f) The Benefit Plans and Employee Arrangements have been maintained and administered in accordance with their terms and applicable Laws in all material respects. (g) There are no pending or, to the Knowledge of the Company, threatened actions, claims, suits or proceedings against or relating to any Benefit Plan or Employee Arrangement (other than routine benefit claims by persons entitled to benefits thereunder) and, to the Knowledge of the Company, there are no facts or circumstances which could reasonably be expected to form the basis for any of the foregoing. (h) The Company has no obligation or liability (contingent or otherwise) to provide post-retirement life insurance or health benefits coverage for current or former officers, directors, employees, consultants or contractors except (i) as may be required under Part 6 of Title I of ERISA, (ii) a medical expense reimbursement account plan pursuant to Section 125 of the Code, or (iii) through the last day of the calendar month in which the participant terminates employment. (i) None of the assets of any Benefit Plan is stock of the Company. (j) Neither the execution and delivery of any of the Transaction Documents nor the consummation of any of the Contemplated Transactions will (i) result in any payment becoming due to any director, officer, employee, consultant or contractor (current, former or retired) of the Company, (ii) increase any benefits under any Benefit Plan or Employee Arrangement or (iii) result in the acceleration of the time of payment of, vesting of, or other rights in respect of any such Employee benefits (except as may be required by the partial or full termination of any Benefit Plan that is intended to be qualified under Section 401(a) 401 of the Code; ). No Benefit Plan or Employee Arrangement in effect immediately prior to the Closing Date would result, individually or in the aggregate (Dincluding as a result of this Agreement, any of the Transaction Documents or any of the Contemplated Transactions), in the payment of any “excess parachute payment” within the meaning of Section 280G of the Code. (k) the most recent financial statement; (E) the most recently filed Form 5500 Annual Returns/Reports and schedules; (F) the current summary plan description; (G) the most recent actuarial valuation report; (H) any material, Each Benefit Plan or Employee Arrangement that is a non-routine correspondence qualified deferred compensation plan or arrangement subject to Section 409A of the Code has been operated and administered in good faith compliance with Section 409A of the Code from the period beginning January 1, 2005, or from the date such Benefit Plan or Employee Arrangement was established, whichever date is later, through the date hereof. (l) The Company has made available to the Buyer a Governmental Authority dated within true, complete and correct list of the past three following (3if applicable) yearsfor each current employee, consultant and contractor of the Company: base salary; any bonus obligations; immigration status; hire date; time-off balance; and (I) with respect to each material Employee Plan that is maintained in any non-United States jurisdiction primarily for the benefit of any employee of the Company Group whose principal work location is outside of the United States (the “International Employee Plans”), to the extent applicable, (1) the most recent annual report or similar compliance documents required to be filed with any Governmental Authority with respect to such plan; and (2) any document comparable to the determination letter referenced pursuant to clause (C) above issued by a Governmental Authority relating to the satisfaction of Law necessary to obtain the most favorable Tax treatment. Employee Plans shall not include Referral Agreementspay rate.

Employee Plans. (a) Section 3.18(a) 3.10 of the Company Disclosure Letter Schedule sets forth a true, correct true and complete list, as list of the date hereof, of each material Employee Plan. For purposes of this Agreement, “Employee Plan” shall mean (collectively) (i) each “employee benefit plan,” (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), whether or not subject to ERISA; and (ii) each other material written, unwritten, formal or informal plan, agreement, program, policy or other arrangement involving direct or indirect compensation to employees or other service providers (other than workers’ compensation, unemployment compensation and other government programs), including employment, individual independent contractor or other serviceseverance, bonusconsulting, stock optiondisability benefits, stock purchase or other equity-basedsupplemental unemployment benefits, post-employment welfare benefitvacation benefits, incentive compensation, profit sharing, savings, retirement, disability, insurance, vacationretirement benefits, deferred compensation, severanceprofit-sharing, terminationbonuses, retentionstock options, change in control stock appreciation rights, other forms of incentive compensation, fringepost-retirement insurance benefits, welfare or other benefit or compensation plansbenefits, programs, agreements, contracts, policies or binding arrangements (whether or not in writing) (x) in each case that are sponsoredentered into, maintained or contributed to (or required to be contributed to) by any member of the Company Group; or (y) otherwise, under the Company Subsidiary or with respect to which the Company Group or the Company Subsidiary has or may in the future have any obligation or liability, liability (contingent or otherwise). With respect Each such plan, agreement, program, policy or arrangement required to each material Employee Plan, be set forth on the Disclosure Schedule pursuant to the extent applicable, the foregoing is referred to herein as a “Benefit Plan.” (b) The Company has made available the following documents to Parent true, with respect to each Benefit Plan: (1) correct and complete copies of all documents embodying such Benefit Plan, including (Awithout limitation) the current plan document and all amendments thereto; (B) any , and all related trust agreementdocuments, service provider agreements or underlying insurance contract(2) a written description of any Benefit Plan that is not set forth in a written document, funding arrangement, or administrative and service provider agreements now in effect; (C3) the most recent summary plan description together with the summary or summaries of material modifications thereto, if any, (4) the three most recent annual actuarial valuations, if any, (5) all Internal Revenue Service (“IRS”) or Department of Labor (“DOL”) determination, opinion opinion, notification and advisory letters, (6) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, (7) all material correspondence to or advisory letter from any Governmental Authority received regarding in the tax-qualified status last three years, (8) all discrimination tests for the most recent three plan years, and (9) all material written agreements and contracts currently in effect, including (without limitation) administrative service agreements, group annuity contracts, and group insurance contracts. (c) Each Benefit Plan has been maintained and administered in all material respects in compliance with its terms and with the requirements prescribed by any and all statutes, orders, rules and regulations (foreign and domestic), including (without limitation) ERISA and the Code, which are applicable to such Benefit Plans. All contributions, reserves or premium payments required to be made or accrued as of any such Employee the date hereof to the Benefit Plans have been timely made or accrued. Each Benefit Plan that is intended to be qualified under Section 401(a) of the CodeCode and each trust intended to qualify under Section 501(a) of the Code is so qualified and either: (1) has obtained a currently effective favorable determination notification, advisory and/or opinion letter, as applicable, as to its qualified status (or the qualified status of the master or prototype form on which it is established) from the IRS covering the amendments to the Code effected by the Tax Reform Act of 1986 and all subsequent legislation for which the IRS will currently issue such a letter, and no amendment to such Benefit Plan has been adopted since the date of such letter covering such Benefit Plan that would adversely affect such favorable determination; or (D2) still has a remaining period of time in which to apply for or receive such letter and to make any amendments necessary to obtain a favorable determination. (d) No plan currently or ever in the most recent financial statement; past six (E6) the most recently filed Form 5500 Annual Returns/Reports and schedules; (F) the current summary plan description; (G) the most recent actuarial valuation report; (H) any materialyears maintained, non-routine correspondence sponsored, contributed to or from a Governmental Authority dated within required to be contributed to by the Company, any of its Subsidiaries, or any of their respective current or former ERISA Affiliates is or ever in the past three six (6) years was (1) a “multiemployer plan” as defined in Section 3(37) of ERISA, (2) a plan described in Section 413 of the Code, (3) years; and a plan subject to Title IV of ERISA, (I4) with respect a plan subject to each material Employee Plan that is the minimum funding standards of Section 412 of the Code or Section 302 of ERISA, or (5) a plan maintained in connection with any non-United States jurisdiction primarily for the benefit of any employee trust described in Section 501(c)(9) of the Code. The term “ERISA Affiliate” means any Person that, together with the Company Group whose principal work location is outside or any of its Subsidiaries, would be deemed a “single employer” within the meaning of Section 414(b), (c), (m) or (o) of the United States (the “International Employee Plans”), to the extent applicable, (1) the most recent annual report or similar compliance documents required to be filed with any Governmental Authority with respect to such plan; and (2) any document comparable to the determination letter referenced pursuant to clause (C) above issued by a Governmental Authority relating to the satisfaction of Law necessary to obtain the most favorable Tax treatment. Employee Plans shall not include Referral AgreementsCode.

Employee Plans. (a) Section 3.18(a3.14(a) of the Company Disclosure Letter sets forth a true, correct and complete list, as of the date hereof, of lists each material Employee Plan. For purposes of this Agreement, “Employee Plan” shall mean (collectively) (i) each “"employee benefit plan” " (as defined in within the meaning of Section 3(3) of ERISA)) and any other plan, whether Contract, program, arrangement or not subject to ERISA; and (ii) each other employmentpolicy providing bonuses, individual independent contractor profit sharing benefits, pension or other serviceretirement benefits, bonuscompensation, deferred compensation, stock optionoptions, phantom stock, stock appreciation rights, stock purchase rights, restricted stock, restricted stock units or any performance-based units or other equity-basedrelated or synthetic equity arrangements, fringe benefits, severance payments, post-employment retirement benefits, scholarships, tuition reimbursements, health and welfare benefitbenefits, incentive compensationwellness benefits, profit sharingdisability benefits, savingssick leave pay, retirementvacation pay, disabilitypaid-time off programs, insurancecommissions, vacationpayroll practices, deferred compensation, severance, termination, retention, change in control compensation, fringe, welfare retention payments or other benefit compensation or compensation plansbenefits (each such plan, programsContract, agreementsprogram, contractsarrangement or policy is referred to herein as an "Employee Plan") that (i) an Acquired Company sponsors, policies or binding arrangements (whether or not in writing) (x) in each case that are sponsored, maintained or contributed to (or required to be contributed to) by any member of the Company Group; or (y) otherwise, is a participating employer under or has, or could reasonably be expected to have, Liability with respect to which the Company Group to, or has any obligation to contribute to for the benefit of current or liabilityformer employees, contingent directors, or otherwiseany other Person performing services for an Acquired Company or (ii) is maintained by Seller or an ERISA Affiliate under which any Business Employee is entitled to any compensation or benefits. With respect to each material Employee Plan, to the extent applicable, the Company The Seller has delivered or made available to Parent Purchaser true, correct and complete copies of of: (Ai) the current plan document and each Employee Plan document, any amendments thereto; , and all documents embodying and relating to such Employee Plan, (Bii) (b) any related trust agreementExcept as set forth in Section 3.14(b) of the Company Disclosure Letter, service provider agreements none of the Employee Plans is a "multiemployer plan" (within the meaning of Section 3(37) of ERISA or underlying insurance contractCode Section 414(f)), funding arrangementa "multiple employer plan" (within the meaning of Code Section 413(c)), a plan that is subject to the provisions of Title IV of ERISA or Section 412 of the Code, or administrative a welfare plan that is a "multiple employer welfare arrangement" (within the meaning of Section 3(40) of ERISA). Except as set forth in Section 3.14(b) of the Company Disclosure Letter, neither the Company nor any of its ERISA Affiliates: (i) has withdrawn or partially withdrawn from any multiemployer plan, or (ii) has any withdrawal Liabilities with respect to any such plans. (c) Each Employee Plan has been maintained, in form and service provider agreements now operation, in effect; (C) material compliance with the most recent determination, opinion or advisory letter received regarding the tax-qualified status terms of any such Employee Plan and the requirements prescribed by ERISA, the Code, ACA, HIPAA and other applicable Law. No condition exists that is could cause an Acquired Company to have any tax, penalty or Liability imposed against it pursuant to Section 4980H of the Code with respect to periods prior to the Closing. Each Employee Plan intended to be qualified qualify under Section 401(a) of the Code has an opinion or advisory letter or has been determined by the Internal Revenue Service to so qualify, and the trusts created thereunder are exempt from tax under the provisions of Section 501(a) of the Code; . To the Knowledge of the Seller, nothing has occurred since such qualification which could be reasonably expected to cause the loss of such qualification or exemption except for insignificant operational defects that are eligible for self-correction under the IRS Employee Plans Compliance Resolution System program. There do not exist any pending or, to the Knowledge of the Seller, threatened claims (D) the most recent financial statement; (E) the most recently filed Form 5500 Annual Returns/Reports and schedules; (F) the current summary plan description; (G) the most recent actuarial valuation report; (H) any materialother than routine undisputed claims for benefits), non-routine correspondence to suits, actions, disputes, audits or from a Governmental Authority dated within the past three (3) years; and (I) investigations with respect to each material any Employee Plan. (d) Each Employee Plan that is maintained a nonqualified deferred compensation plan, within the meaning of Section 409A of the Code, is and, since January 1, 2014, has at all times been either in material compliance with Section 409A of the Code or meets or met an exemption from Section 409A of the Code. No Acquired Company is a party to or obligated under any non-United States jurisdiction primarily agreement, plan, contract or other arrangement that will result, separately or in the aggregate, in the payment of any "excess parachute payment" within the meaning of Section 280G of the Code. (e) Seller has taken, and caused Company to have taken, all action necessary to cause Company to be a participating employer under Seller's group medical and prescription drug plan for the benefit of any employee of Company employees (including coverage under the Company Group whose principal work location is outside of third party stop loss insurance policy maintained by Seller in connection with such plan) from the United States (the “International Employee Plans”)Restructuring through December 31, to the extent applicable2016. Seller has received written affirmation from its stop loss insurance policy carrier specifying that, (1) the most recent annual report or similar compliance documents required to be filed with any Governmental Authority with respect to Seller's group medical and prescription drug plan, such plan; carrier agrees that Company is a participating employer under such plan and (2) that claims under such plan of employees of Company and their dependents shall be covered under such stop loss policy through December 31, 2016, and all claims for calendar year 2016 shall be aggregated for each such employee and dependent. Seller has not received any document comparable to notice that the determination letter referenced pursuant to clause (C) above issued by a Governmental Authority relating to the satisfaction of Law necessary to obtain the most favorable Tax treatment. Employee Plans shall foregoing affirmation is not include Referral Agreementsstill in effect.

Employee Plans. Section 3.18(a(a) Schedule 2.16 of the Company Disclosure Letter Schedules sets forth a true, correct and complete list, as of the date hereof, of each material Employee Plan. For purposes of this Agreement, “Employee Plan” shall mean list of: (collectivelyb) (i) each all “employee benefit planplans,” (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), whether or not subject to ERISA; and (ii) each other employment, individual independent contractor or other service, bonus, stock option, stock purchase or other equity-based, post-employment welfare benefit, incentive compensation, profit sharing, savings, retirement, disability, insurance, vacation, deferred compensation, severance, termination, retention, change in control compensation, fringe, welfare or other benefit or compensation plans, programs, agreements, contracts, policies or binding arrangements (whether or not in writing) (x) in each case that are sponsored, maintained or contributed to (or required to be contributed to) by any member of the Company Group; or (y) otherwise, under or with respect to which the Company Group has any obligation or liability, contingent or otherwise (the “Benefit Plans”); (i) all current directors, officers and employees of the Company; and (ii) all employment, consulting, termination, profit sharing, severance, change of control, individual compensation and indemnification agreements, and all bonus and other incentive compensation, deferred compensation, salary continuation, disability, severance, equity award, option, equity purchase, educational assistance, legal assistance, club membership, employee discount, employee loan, credit union and vacation agreements, policies and arrangements under which the Company has any obligation or liability (contingent or otherwise. With ) in respect of any current or former officer, director, employee, consultant or contractor of the Company (the “Employee Arrangements”). (c) In respect of each Benefit Plan and Employee Arrangement, a complete and correct copy of each of the following documents (if applicable) has been made available to Parent: (i) the most recent plan and related trust documents, and all amendments thereto; (ii) the most recent summary plan description, and all related summaries of modifications thereto; (iii) the most recent Form 5500 (including schedules and attachments); (iv) the most recent Internal Revenue Service (“IRS”) determination, opinion or notification letter; and (v) each written Employee Arrangement, and all amendments thereto. (d) None of the Benefit Plans or Employee Arrangements is subject to Title IV of ERISA, constitutes a defined benefit retirement plan or is a multiemployer plan described in Section 3(37) of ERISA, and the Company has no obligation or liability (contingent or otherwise) in respect of any such plans. (e) The Benefit Plans and their related trusts intended to qualify under Sections 401 and 501(a) of the Code, respectively, have either received a favorable determination, opinion or notification letter from the Internal Revenue Service with respect to each such Benefit Plan as to its qualified status under the Code, or has remaining a period of time under applicable U.S. Treasury Regulations or IRS pronouncements in which to apply for such a letter and make any amendments necessary to obtain a favorable determination as to the qualified status of each such Benefit Plan. (f) All contributions and other payments required to have been made by the Company to or under any Benefit Plan or Employee Arrangement by applicable Law or the terms of such Benefit Plan or Employee Arrangement (or any agreement relating thereto) have been timely and properly made. (g) The Benefit Plans and Employee Arrangements have been maintained and administered in accordance with their terms and applicable Laws in all material Employee Planrespects. (h) There are no pending or, to the extent applicableknowledge of the Company, threatened actions, claims, suits or proceedings against or relating to any Benefit Plan or Employee Arrangement (other than routine benefit claims by persons entitled to benefits thereunder) and, to the knowledge of the Company, there are no facts or circumstances which could reasonably be expected to form the basis for any of the foregoing. (i) The Company has no obligation or liability (contingent or otherwise) to provide post-retirement life insurance or health benefits coverage for current or former officers, directors, employees, consultants or contractors except (i) as may be required under Part 6 of Title I of ERISA, (ii) a medical expense reimbursement account plan pursuant to Section 125 of the Code, or (iii) through the last day of the calendar month in which the participant terminates employment. (j) None of the assets of any Benefit Plan is equity of the Company. (k) Neither the execution and delivery of any of the Transaction Documents nor the consummation of any of the Transactions will (i) result in any payment becoming due to any director, officer, employee, consultant or contractor (current, former or retired) of the Company, (ii) increase any benefits under any Benefit Plan or Employee Arrangement or (iii) result in the acceleration of the time of payment of, vesting of, or other rights in respect of any such benefits (except as may be required by the partial or full termination of any Benefit Plan intended to be qualified under Section 401 of the Code). No Benefit Plan or Employee Arrangement in effect immediately prior to the Closing Date would result, individually or in the aggregate (including as a result of this Agreement, any of the Transaction Documents or any of the Transactions), in the payment of any “excess parachute payment” within the meaning of Section 280G of the Code. (l) Each Benefit Plan or Employee Arrangement that is a non-qualified deferred compensation plan or arrangement subject to Section 409A of the Code has been operated and administered in good faith compliance with Section 409A of the Code from the period beginning January 1, 2005, or the date such Benefit Plan or Employee Arrangement was established, whichever date is later, through the date hereof. (m) The Company has made available to Parent a true, complete and correct and complete copies of (A) the current plan document and amendments thereto; (B) any related trust agreement, service provider agreements or underlying insurance contract, funding arrangement, or administrative and service provider agreements now in effect; (C) the most recent determination, opinion or advisory letter received regarding the tax-qualified status of any such Employee Plan that is intended to be qualified under Section 401(a) list of the Codefollowing (if applicable) for each current employee, consultant and contractor of the Company: base salary; (D) the most recent financial statementany bonus obligations; (E) the most recently filed Form 5500 Annual Returns/Reports and schedulesimmigration status; (F) the current summary plan descriptionhire date; (G) the most recent actuarial valuation report; (H) any material, nontime-routine correspondence to or from a Governmental Authority dated within the past three (3) yearsoff balance; and (I) with respect to each material Employee Plan that is maintained in any non-United States jurisdiction primarily for the benefit of any employee of the Company Group whose principal work location is outside of the United States (the “International Employee Plans”), to the extent applicable, (1) the most recent annual report or similar compliance documents required to be filed with any Governmental Authority with respect to such plan; and (2) any document comparable to the determination letter referenced pursuant to clause (C) above issued by a Governmental Authority relating to the satisfaction of Law necessary to obtain the most favorable Tax treatment. Employee Plans shall not include Referral Agreementspay rate.

Employee Plans. (a) Section 3.18(a3.12(a) of the Company Disclosure Letter Schedule sets forth a true, correct true and complete list, as list of the date hereof, of each material Employee Plan. For purposes of this Agreement, “Employee Plan” shall mean (collectively) (i) each “employee welfare benefit plan,” (as defined in Section 3(33(1) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), including, but not limited to, any medical plan, life insurance plan, short-term or long-term disability plan or dental plan; (ii) each “employee pension benefit plan,” as defined in Section 3(2) of ERISA), including, but not limited to, any excess benefit plan, top hat plan or deferred compensation plan or arrangement, nonqualified retirement plan or arrangement, qualified defined contribution or defined benefit arrangement; and (iii) each other material benefit plan, policy, program, arrangement or agreement, whether or not subject to ERISA; and (ii) each other employment, individual independent contractor including, but not limited to, any material fringe benefit plan or other serviceprogram, bonuspersonnel policy, bonus or incentive plan, stock option, restricted stock, stock purchase bonus, holiday pay, vacation pay, sick pay, bonus program, service award, moving expense, reimbursement program, deferred bonus plan, salary reduction agreement, change-of-control agreement, employment agreement or consulting agreement, which in all cases, is sponsored or maintained by the Company for the benefit of its employees (collectively, the “Benefit Plans”). (b) In respect of each Benefit Plan, a complete and correct copy of each of the following documents (if applicable) has been made available to Parent: (i) the most recent plan or written agreement thereof, and all amendments thereto and all related trust or other equity-basedfunding vehicles with respect to each such Benefit Plan; (ii) the most recent summary plan description, and all related summaries of material modifications thereto; (iii) the most recent Form 5500 (including schedules and attachments); (iv) the most recent Internal Revenue Service (“IRS”) determination letter; and (v) the forms of stock option grant agreements used to make grants under the Company Option Plan. (c) Neither the Company, nor any entity treated as a single employer with the Company under Sections 414(b), (c), (m) or (o) of the Code maintains or is required to contribute to any employee benefit plan which (i) is a “multiemployer plan” as defined in Sections 3(37) of ERISA, (ii) is subject to the funding requirements of Section 412 of the Code or Title IV of ERISA, or (iii) provides for post-employment welfare benefitretirement medical, incentive compensation, profit sharing, savings, retirement, disability, insurance, vacation, deferred compensation, severance, termination, retention, change in control compensation, fringe, welfare life insurance or other benefit welfare-type benefits (other than as required by Part 6 of Subtitle B of Title I of ERISA or compensation plansSection 4980B of the Code or under a similar state law). (d) Each Benefit Plan and its related trusts intended to qualify under Sections 401 and 501(a) of the Code has received a favorable determination or opinion letter from the IRS and, programsto the Company’s knowledge, agreementsnothing has occurred which is reasonably likely to result in the revocation of such letter. (e) The Benefit Plans have been maintained and administered in all material respects in accordance with their terms and applicable Laws except where the failure to so comply would not have, contractsindividually or in the aggregate, policies a Material Adverse Effect on the Company. (f) There are no suits, actions, disputes, claims (other than routine claims for benefits), arbitrations, administrative or binding arrangements (whether other proceedings pending or, to the knowledge of the Company, threatened, anticipated or not in writing) (x) in each case that are sponsored, maintained or contributed to (or required expected to be contributed to) by asserted with respect to any member of the Company Group; Benefit Plan or (y) otherwise, under any related trust or other funding medium thereunder or with respect to which the Company Group has any obligation as the sponsor or liability, contingent fiduciary thereof or otherwise. With with respect to each material Employee Planany other fiduciary thereof, to which would have, individually or in the extent applicableaggregate, a Material Adverse Effect on the Company has made available to Parent true, correct and complete copies of (A) the current plan document and amendments thereto; (B) Company. No Benefit Plan or any related trust agreementor other funding medium thereunder or any fiduciary thereof is the subject of an audit, service provider agreements investigation or underlying insurance contract, funding arrangement, examination by a governmental or administrative and service provider agreements now in effect; quasi-governmental agency. (Cg) the most recent determination, opinion or advisory letter received regarding the tax-qualified status of any such Employee Plan that is intended to be qualified under Section 401(a3.12(g) of the Code; Company Disclosure Schedule sets forth those Benefit Plans, if any, that are subject to any law or applicable custom of any jurisdiction outside of the United States. (Dh) Except as set forth on Section 3.12(h) of the Company Disclosure Schedule, no Benefit Plan exists that, as a result of the execution of this Agreement or the transactions contemplated by this Agreement (whether alone or in connection with any subsequent event(s)), (a) could result in (i) the most recent financial statement; (E) the most recently filed Form 5500 Annual Returns/Reports and schedules; (F) the current summary plan description; (G) the most recent actuarial valuation report; (H) any material, non-routine correspondence payment to or from a Governmental Authority dated within the past three (3) years; and (I) with respect to each material Employee Plan that is maintained in any non-United States jurisdiction primarily for the benefit of any employee of the Company Group whose principal work location is outside of any money or other property; (ii) the provision of any benefits or other rights of any to any employee of the United States Company or (iii) the “International Employee Plans”)increase, acceleration or provision of any payment, benefits or other rights to any employee of the Company, or (b) could give rise to the extent applicable, (1) the most recent annual report payment of any amount or similar compliance documents required to receipt of any other rights or benefits that would not be filed with any Governmental Authority with respect to such plan; and (2) any document comparable deductible pursuant to the determination letter referenced pursuant to clause (C) above issued by a Governmental Authority relating to the satisfaction terms of Law necessary to obtain the most favorable Tax treatment. Employee Plans shall not include Referral AgreementsCode section 280G or limitations on deductibility under Code section 162(m).

Employee Plans. (a) Section 3.18(a3.13(a) of the Company Disclosure Letter Schedule sets forth a true, correct correct, and complete list, as of the date hereof, of each material Employee Plan. For purposes of this Agreement, “Employee Plan” shall mean (collectively) list of: (i) each “all "employee benefit plan” (plans," as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), whether or not subject to ERISA; and (ii) each other employment, individual independent contractor or other service, bonus, stock option, stock purchase or other equity-based, post-employment welfare benefit, incentive compensation, profit sharing, savings, retirement, disability, insurance, vacation, deferred compensation, severance, termination, retention, change in control compensation, fringe, welfare or other benefit or compensation plans, programs, agreements, contracts, policies or binding arrangements (whether or not in writing) (x) in each case that are sponsored, maintained or contributed to (or required to be contributed to) by any member of the Company Group; or (y) otherwise, under or with respect to which the Company Group or any of its subsidiaries has any obligation or liability, contingent or otherwise. With respect to each material Employee Planotherwise (the "BENEFIT PLANS"); and (ii) all employment, to the extent applicableconsulting, termination, severance, change of control, individual compensation or indemnification agreements, and all bonus or other incentive compensation, deferred compensation, salary continuation, disability, severance, stock award, stock option, stock purchase, educational assistance, legal assistance, club membership, employee discount, employee loan, credit union or vacation agreements, policies or arrangements under which the Company or any of its subsidiaries has made available any obligation or liability (contingent or otherwise) (the "EMPLOYEE ARRANGEMENTS"). (b) In respect of each Benefit Plan and Employee Arrangement, a complete and correct copy of each of the following documents (if applicable) has been provided to Parent, except in the case of foreign Benefit Plans and foreign Employee Arrangements (which shall be provided as soon as practicable after the date hereof, but in no event later than ten days after the date hereof): (i) the most recent plan and related trust documents, and all amendments thereto; (ii) the most recent summary plan description, and all related summaries of material modifications thereto; (iii) the most recent Form 5500 (including, schedules and attachments); (iv) the most recent Internal Revenue Service ("IRS") determination letter; (v) the forms of stock option grant agreements used to make grants under the Company Option Plans; (vi) each written employment, consulting or individual severance or other compensation agreement, and all amendments thereto; and (vii) the most recent actuarial reports (including for purposes of Financial Accounting Standards Board report nos. 87, 106 and 112). The Company has provided to Parent a true, correct and complete copies summary of (A) the employee payroll deduction elections in effect as of the date hereof in respect of its stock purchase plans, together with the term of the current offering period and applicable purchase price at the beginning of such period. (c) None of the Benefit Plans or Employee Arrangements is subject to Title IV of ERISA, constitutes a defined benefit retirement plan document or is a multi-employer plan described in Section 3(37) of ERISA, and amendments thereto; the Company and its subsidiaries do not have any obligation or liability (Bcontingent or otherwise) any related trust agreement, service provider agreements or underlying insurance contract, funding arrangement, or administrative and service provider agreements now in effect; (C) the most recent determination, opinion or advisory letter received regarding the tax-qualified status respect of any such Employee Plan plans. The Company and its subsidiaries are not members of a group of trades or businesses (other than that is consisting of the Company and its subsidiaries) under common control or treated as a single employer pursuant to Section 414 of the Code. (d) The Benefit Plans and their related trusts intended to be qualified qualify under Section 401(aSections 401 and 501(a) of the Code; (D) the most recent financial statement; (E) the most recently filed Form 5500 Annual Returns/Reports and schedules; (F) the , respectively, so qualify. Any voluntary employee benefit association which provides benefits to current summary plan description; (G) the most recent actuarial valuation report; (H) any material, non-routine correspondence to or from a Governmental Authority dated within the past three (3) years; and (I) with respect to each material Employee Plan that is maintained in any non-United States jurisdiction primarily for the benefit of any employee former employees of the Company Group whose principal work location and its subsidiaries, or their beneficiaries, is and has been qualified under Section 501(c)(9) of the Code. (e) All contributions or other payments required to have been made by the Company and its subsidiaries to or under any Benefit Plan or Employee Arrangement by applicable Law or the terms of such Benefit Plan or Employee Arrangement (or any agreement relating thereto) have been timely and properly made. (f) The Benefit Plans and Employee Arrangements have been maintained and administered in all material respects in accordance with their terms and applicable Laws. In particular, no individual who has performed services for the Company or any of its subsidiaries has been improperly excluded from participation in any Benefit Plan or Employee Arrangement. (g) There are no pending or, to the Company's knowledge, threatened actions, claims, or proceedings against or relating to any Benefit Plan or Employee Arrangement (other than routine benefit claims by persons entitled to benefits thereunder), and, to the knowledge of the Company, there are no facts or circumstances which could form a reasonable basis for any of the foregoing. (h) The Company and its subsidiaries do not have any obligation or liability (contingent or otherwise) to provide post-retirement life insurance or health benefits coverage for current or former officers, directors, or employees of the Company or any of its subsidiaries except (i) as may be required under Part 6 of Title I of ERISA at the sole expense of the participant or the participant's beneficiary, (ii) a medical expense reimbursement account plan pursuant to Section 125 of the Code, or (iii) through the last day of the calendar month in which the participant terminates employment with the Company or any subsidiary of the Company. (i) None of the assets of any Benefit Plan is stock of the Company or any of its affiliates, or property leased to or jointly owned by the Company or any of its affiliates. (j) Except as disclosed in Section 3.13(j) of the Company Disclosure Schedule or in connection with equity compensation, neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (i) result in any payment becoming due to any employee (current, former, or retired) of the Company or any of its subsidiaries, (ii) increase any benefits under any Benefit Plan or Employee Arrangement, or (iii) result in the acceleration of the time of payment of, vesting of, or other rights in respect of any such benefits. (k) Each of the Benefit Plans covering employees outside of the United States (is fully funded through adequate reserves on financial statements of the “International Employee Plans”)Company or its subsidiaries, to the extent applicableinsurance contracts, (1) the most recent annual report annuity contracts, trust funds or similar compliance documents required arrangements, except where any failure to be filed with so funded, either individually or in the aggregate, does not exceed $2,500,000. The benefits and compensation under the Benefit Plans and Employee Arrangements covering employees outside of the United States are no more than customary and reasonable for the country in which such employees work and the industry in which the Company and its subsidiaries conduct their business. (l) No employee of the Company or its subsidiaries has any Governmental Authority with respect outstanding option under the Company's 1999 Employee Stock Purchase Plan to such plan; and (2) any document comparable to the determination letter referenced pursuant to clause (C) above issued by a Governmental Authority relating to the satisfaction of Law necessary to obtain the most favorable Tax treatment. Employee Plans shall not include Referral Agreementspurchase stock.

Employee Plans. (a) Section 3.18(a) 2.19 of the Company Disclosure Letter Schedule sets forth a true, correct and complete list, as of the date hereof, of each material Employee Plan. For purposes of this Agreement, “Employee Plan” shall mean (collectively) list of: (i) each all “employee benefit planplans,” (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), whether or not subject to ERISA; and (ii) each other employment, individual independent contractor or other service, bonus, stock option, stock purchase or other equity-based, post-employment welfare benefit, incentive compensation, profit sharing, savings, retirement, disability, insurance, vacation, deferred compensation, severance, termination, retention, change in control compensation, fringe, welfare or other benefit or compensation plans, programs, agreements, contracts, policies or binding arrangements (whether or not in writing) (x) in each case that are sponsored, maintained or contributed to (or required to be contributed to) by any member of the Company Group; or (y) otherwise, under or with respect to which the Company Group has any obligation or liability, contingent or otherwise. With respect to each material Employee Planotherwise (the “Benefit Plans”); (ii) all current directors, to Officers and employees of the extent applicableCompany; and (iii) all employment, consulting, termination, profit sharing, severance, change of control, individual compensation and indemnification agreements, and all bonus and other incentive compensation, deferred compensation, salary continuation, disability, severance, equity award, option, equity purchase, educational assistance, legal assistance, club membership, employee discount, employee loan, credit union and vacation agreements, policies and arrangements under which the Company has any obligation or liability (contingent or otherwise) in respect of any current or former officer, director, employee, consultant or contractor of the Company (the “Employee Arrangements”). (b) In respect of each Benefit Plan and Employee Arrangement, a complete and correct copy of each of the following documents (if applicable) has been made available to Parent true, correct and complete copies of the Buyer: (Ai) the current most recent plan document and related trust documents, and all amendments thereto; (B) any related trust agreement, service provider agreements or underlying insurance contract, funding arrangement, or administrative and service provider agreements now in effect; (Cii) the most recent summary plan description, and all related summaries of modifications thereto; (iii) the most recent Form 5500 (including schedules and attachments); (iv) the most recent Internal Revenue Service (“IRS”) determination, opinion or advisory notification letter; and (v) each written Employee Arrangement, and all amendments thereto. (c) None of the Benefit Plans or Employee Arrangements is subject to Title IV of ERISA, constitutes a defined benefit retirement plan or is a multiemployer plan described in Section 3(37) of ERISA, and the Company has no obligation or liability (contingent or otherwise) in respect of any such plans. (d) The Benefit Plans and their related trusts intended to qualify under Sections 401 and 501(a) of the Code, respectively, have either received a favorable determination, opinion or notification letter received regarding from the tax-Internal Revenue Service with respect to each such Benefit Plan as to its qualified status under the Code, or has remaining a period of time under applicable U.S. Treasury Regulations or Internal Revenue Service pronouncements in which to apply for such a letter and make any amendments necessary to obtain a favorable determination as to the qualified status of each such Benefit Plan. (e) All contributions and other payments required to have been made by the Company to or under any Benefit Plan or Employee Arrangement by applicable Law or the terms of such Benefit Plan or Employee Arrangement (or any agreement relating thereto) have been timely and properly made. (f) The Benefit Plans and Employee Arrangements have been maintained and administered in accordance with their terms and applicable Laws in all material respects. (g) There are no pending or, to the Knowledge of the Company, threatened actions, claims, suits or proceedings against or relating to any Benefit Plan or Employee Arrangement (other than routine benefit claims by persons entitled to benefits thereunder) and, to the Knowledge of the Company, there are no facts or circumstances which could reasonably be expected to form the basis for any of the foregoing. (h) The Company has no obligation or liability (contingent or otherwise) to provide post-retirement life insurance or health benefits coverage for current or former officers, directors, employees, consultants or contractors except (i) as may be required under Part 6 of Title I of ERISA, (ii) a medical expense reimbursement account plan pursuant to Section 125 of the Code, or (iii) through the last day of the calendar month in which the participant terminates employment. (i) None of the assets of any Benefit Plan is equity of the Company. (j) Neither the execution and delivery of any of the Transaction Documents nor the consummation of any of the Contemplated Transactions will (i) result in any payment becoming due to any director, officer, employee, consultant or contractor (current, former or retired) of the Company, (ii) increase any benefits under any Benefit Plan or Employee Arrangement or (iii) result in the acceleration of the time of payment of, vesting of, or other rights in respect of any such Employee benefits (except as may be required by the partial or full termination of any Benefit Plan that is intended to be qualified under Section 401(a) 401 of the Code; ). No Benefit Plan or Employee Arrangement in effect immediately prior to the Closing Date would result, individually or in the aggregate (Dincluding as a result of this Agreement, any of the Transaction Documents or any of the Contemplated Transactions), in the payment of any “excess parachute payment” within the meaning of Section 280G of the Code. (k) the most recent financial statement; (E) the most recently filed Form 5500 Annual Returns/Reports and schedules; (F) the current summary plan description; (G) the most recent actuarial valuation report; (H) any material, Each Benefit Plan or Employee Arrangement that is a non-routine correspondence qualified deferred compensation plan or arrangement subject to Section 409A of the Code has been operated and administered in good faith compliance with Section 409A of the Code from the period beginning January 1, 2005, or from the date such Benefit Plan or Employee Arrangement was established, whichever date is later, through the date hereof. (l) The Company has made available to the Buyer a Governmental Authority dated within true, complete and correct list of the past three following (3if applicable) yearsfor each current employee, consultant and contractor of the Company: base salary; any bonus obligations; immigration status; hire date; time-off balance; and (I) with respect to each material Employee Plan that is maintained in any non-United States jurisdiction primarily for the benefit of any employee of the Company Group whose principal work location is outside of the United States (the “International Employee Plans”), to the extent applicable, (1) the most recent annual report or similar compliance documents required to be filed with any Governmental Authority with respect to such plan; and (2) any document comparable to the determination letter referenced pursuant to clause (C) above issued by a Governmental Authority relating to the satisfaction of Law necessary to obtain the most favorable Tax treatment. Employee Plans shall not include Referral Agreementspay rate.

Employee Plans. (a) Section 3.18(a4.12(a) of the Company Disclosure Letter Schedule sets forth a true, correct and complete list, as list of the date hereof, of each material Employee Planall Plans. For purposes of this Agreement, “Employee PlanPlans” shall mean (collectively) means (i) each all “employee benefit plans” (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)), (ii) all other bonus, incentive, equity or equity-based compensation, stock purchase, deferred compensation, retiree medical, life insurance, retirement, pension, profit sharing, health and welfare benefit, workers’ compensation, salary continuation, section 125 cafeteria, health reimbursement, flexible spending, dependent care, employee loan, individual tax gross up, leave of absence, vacation pay, educational assistance, employee assistance or other employee benefit plans, contracts, programs, funds, policies, arrangements or agreements and (iii) all other employment, retention, sale bonus, individual consulting, collective bargaining, termination, severance or other similar arrangement or agreements, in each case, that is sponsored, maintained, contributed to, or required to be contributed to by the Company or with respect to which any ERISA Affiliate has any obligation (contingent or otherwise) for the benefit of any current or former employee, officer, director or individual consultant of the Company or the Company Subsidiary. Neither the Company nor the Company Subsidiary has any liability with respect to any plan, arrangement or practice of the type described in the preceding sentence other than the Plans. Neither the Company nor any ERISA Affiliate currently has, and at no time in the past has had, any obligations with respect to (i) a “defined benefit plan” (as defined in Section 3(33(35) of ERISA), whether or not subject to ERISA; and , (ii) each other employment, individual independent contractor a pension plan subject to the funding standards of Section 302 of ERISA or other service, bonus, stock option, stock purchase or other equity-based, post-employment welfare benefit, incentive compensation, profit sharing, savings, retirement, disability, insurance, vacation, deferred compensation, severance, termination, retention, change in control compensation, fringe, welfare or other benefit or compensation plans, programs, agreements, contracts, policies or binding arrangements (whether or not in writing) (x) in each case that are sponsored, maintained or contributed to (or required to be contributed to) by any member Section 412 of the Company Group; Code, (iii) a “multiemployer plan,” as defined in Section 3(37) of ERISA or (y) otherwise, under or with respect to which the Company Group has any obligation or liability, contingent or otherwise. With respect to each material Employee Plan, to the extent applicable, the Company has made available to Parent true, correct and complete copies of (A) the current plan document and amendments thereto; (B) any related trust agreement, service provider agreements or underlying insurance contract, funding arrangement, or administrative and service provider agreements now in effect; (C) the most recent determination, opinion or advisory letter received regarding the tax-qualified status of any such Employee Plan that is intended to be qualified under Section 401(a414(f) of the Code; Code (D) the most recent financial statement; (E) the most recently filed Form 5500 Annual Returns/Reports and schedules; (F) the current summary plan description; (G) the most recent actuarial valuation report; (H) any material, non-routine correspondence to or from a Governmental Authority dated within the past three (3) years; and (I) with respect to each material Employee Plan that is maintained in any non-United States jurisdiction primarily for the benefit of any employee of the Company Group whose principal work location is outside of the United States (the “International Employee PlansMultiemployer Plan”), (iv) a “multiple employer plan” within the meaning of Section 210(a) of ERISA or Section 413(c) of the Code or subject to Sections 4063 or 4064 of ERISA or (v) a plan providing for post-retirement life insurance or post-retirement health benefits coverage. The Company or the extent applicable, (1) the most recent annual report or similar compliance documents required to be filed with any Governmental Authority with respect to such plan; and (2) any document comparable to the determination letter referenced pursuant to clause (C) above issued by a Governmental Authority relating to the satisfaction of Law Company Subsidiary has reserved all rights necessary to obtain amend or terminate each of the most favorable Tax treatment. Employee Plans shall not include Referral Agreements.without the consent of any other person

Employee Plans. (a) Section 3.18(a3.21(a) of the Company Disclosure Letter Schedule sets forth a true, correct and complete list, as of the date hereof, of each material Employee Plan. For purposes of this Agreement, “Employee Plan” shall mean (collectively) : (i) each all “employee benefit plan” (plans”, as defined in Section 3(3) of ERISA), whether and all other employee benefit agreements, plans, programs, policies or not subject to ERISA; and (ii) each other arrangements, including, without limitation, any such agreements, plans, programs, policies or arrangements providing severance pay, sick leave, employment, individual independent contractor or other service, bonus, stock option, stock purchase or other equity-based, post-employment welfare benefit, incentive compensation, profit sharing, savings, retirement, disability, insurance, vacation, deferred compensation, severance, termination, retention, change in control control, consulting, vacation pay, salary continuation for disability, retirement benefits, deferred compensation, fringebonus pay, welfare incentive pay, stock options or other benefit stock awards, hospitalization insurance, medical insurance, life insurance, cafeteria benefits, dependent care reimbursements, prepaid legal benefits, scholarships or compensation tuition reimbursements, maintained or sponsored by the Company or any of its Subsidiaries or to which the Company or any of its Subsidiaries is currently obligated to contribute thereunder for current or former employees, officers, directors, agents, consultants and independent contractors of the Company and its Subsidiaries (the “Employee Benefit Plans”), and (ii) all “employee pension plans”, programsas defined in Section 3(2) of ERISA, agreements, contracts, policies currently maintained or binding arrangements sponsored by the Company or any trade or business (whether or not in writingincorporated) which is under control or treated as a single employer with the Company under Section 414(b), (xc), (m), or (o) in each case that are sponsored, maintained or contributed to (or required to be contributed to) by any member of the Company Group; Code (a “ERISA Affiliate”) or (y) otherwise, under or with respect to which the Company Group has or any obligation or liability, contingent or otherwise. With respect ERISA Affiliate is currently obligated to each material Employee Plan, to contribute thereunder (the extent applicable, the Company has made available to Parent true“Pension Plans”). (b) True, correct and complete copies of the following documents, with respect to each of the Employee Benefit Plans and Pension Plans, have been made available to Parent, to the extent applicable: (Ai) the current plan document all plans and related trust documents, and amendments thereto; (Bii) any related trust agreement, service provider agreements or underlying insurance contract, funding arrangement, or administrative and service provider agreements now in effectForms 5500 filed for the three most recent plan years; (Ciii) the most recent determinationIRS determination letter, opinion or advisory letter received if any, regarding the tax-qualified status of such Employee Benefit Plan or Pension Plan; (iv) the most recent summary plan descriptions, annual reports and material modifications; (v) the most recent actuarial report, if any; (vi) written descriptions of the terms of all non-written agreements relating to the Employee Benefit Plans or Pension Plans; and (vii) the most recent written results of all compliance testing required pursuant to Sections 125, 401(a)(4), 401(k), 401(m), 410(b), 415 and 416 of the Code. (c) None of the Employee Benefit Plans or Pension Plans is a multiemployer plan, as defined in Section 3(37) of ERISA (“Multiemployer Plan”) or subject to Title IV or Section 302 of ERISA or Sections 412 or 4971 of the Code. None of the Company or any ERISA Affiliate has withdrawn at any time within the preceding six years from any Multiemployer Plan or incurred any withdrawal liability which remains unsatisfied and no circumstances have occurred or exist which could reasonably be expected to result in any such Employee liability to the Company or any Subsidiary. (d) Each Pension Plan that is intended to be qualified qualify under Section 401(a) of the Code has received a determination letter from the IRS or can rely on an opinion letter as to its qualification and the trust maintained pursuant thereto is exempt from federal income taxation under Section 501(a) of the Code; (D) , and, to the most recent financial statement; (E) Knowledge of the most recently filed Form 5500 Annual Returns/Reports and schedules; (F) the current summary plan description; (G) the most recent actuarial valuation report; (H) any materialCompany, non-routine correspondence to or from a Governmental Authority dated within the past three (3) years; and (I) nothing has occurred with respect to each material Employee the operation of any such Pension Plan that is maintained in any non-United States jurisdiction primarily for would reasonably be expected to cause the benefit loss of such qualification or exemption or the imposition of any material liability, penalty or Tax under ERISA or the Code. (e) All contributions (including all employer contributions and employee salary reduction contributions) and all premiums required to have been paid under any of the Company Group whose principal work location is outside Employee Benefit Plans or Pension Plans or by Law (without regard to any waivers granted under Section 412 of the United States Code) to any funds or trusts established thereunder or in connection therewith have been made by the due date thereof (including any valid extension) and all contributions for any period ending on or before the “International Closing Date which are not yet due will be paid or accrued prior to the Closing Date. (f) To the Knowledge of the Company, there has been no material violation of ERISA or the Code with respect to the filing of applicable reports, documents and notices regarding the Employee Benefit Plans with the Secretary of Labor or the Secretary of the Treasury or the furnishing of required reports, documents or notices to the participants or beneficiaries of the Employee Benefit Plans”). (g) There are no pending Actions (other than claims for benefits in the ordinary course) which have been instituted or, to the extent applicableKnowledge of the Company, (1) asserted against the most recent annual report Employee Benefit Plans or similar compliance documents required to be filed with Pension Plans, the assets of any Governmental Authority of the trusts under such plans or the plan sponsor or the plan administrator, or against any fiduciary of the Employee Benefit Plans or Pension Plans with respect to the operation or administration of such plan; and plans or the investment of the assets of such plans (2) other than routine benefit claims), nor does the Company have Knowledge of facts which could reasonably form the basis for any document comparable such claim or lawsuit. No Employee Benefit Plan or Pension Plan has been the subject of an audit, investigation or examination by any Governmental Entity to the determination letter referenced Knowledge of the Company. (h) The Employee Benefit Plans and Pension Plans have been maintained, in all material respects, in accordance with their terms and with all provisions of ERISA and the Code (including rules and regulations thereunder) and other applicable federal and state laws and regulations. None of the Company, its Subsidiaries, or, to the Knowledge of the Company, any “party in interest” or “disqualified person” with respect to the Employee Benefit Plans or Pension Plans, as applicable, has engaged in a non-exempt “prohibited transaction” within the meaning of Section 406 of ERISA or 4975 of the Code pursuant to clause (C) above which the Tax or penalty could be material. No stock or other security issued by the Company or any Affiliate forms or has formed a Governmental Authority relating part of the assets of any Employee Benefit Plan or Pension Plan. (i) None of the Employee Benefit Plans or Pension Plans provide retiree life, health or death benefits except as may be required under COBRA or any similar state or local Law at the retirees own expense. (j) Neither the execution and delivery of this Agreement, and the other Transaction Documents nor the consummation of the transactions contemplated hereby or thereby will, either alone or together with the occurrence of subsequent events (i) increase any benefits otherwise payable under any Employee Benefit Plan or Pension Plan; (ii) result in the acceleration of the time of payment or vesting of any benefits under any Employee Benefit Plan, Pension Plan or Contract to any current or former employee; or (iii) result in the satisfaction payment of Law necessary any amount that would, individually or in combination with any other such payment, fail to obtain be deductible by reason of Section 280G of the most favorable Tax treatment. Employee Plans shall not include Referral AgreementsCode.

Employee Plans. (a) Section 3.18(a) 3.19 of the Company Disclosure Letter Schedule sets forth a true, correct and complete list, as of the date hereof, of each material Employee Plan. For purposes of this Agreement, “Employee Plan” shall mean (collectively) list of: (i) each all “employee benefit planplans,” (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), whether or not subject to ERISA; and (ii) each other employmentany similar provision of applicable foreign Law, individual independent contractor or other service, bonus, stock option, stock purchase or other equity-based, post-employment welfare benefit, incentive compensation, profit sharing, savings, retirement, disability, insurance, vacation, deferred compensation, severance, termination, retention, change in control compensation, fringe, welfare or other benefit or compensation plans, programs, agreements, contracts, policies or binding arrangements (whether or not in writing) (x) in each case that are sponsored, maintained or contributed to (or required to be contributed to) by any member of the Company Group; or (y) otherwise, under or with respect to which any of the Company Group or the Subsidiaries has any obligation or liability, contingent or otherwise (the “Benefit Plans”); (ii) all current directors, officers and employees of each of the Company and the Subsidiaries; and (iii) all employment, consulting, termination, profit sharing, severance, change of control, individual compensation and indemnification agreements, and all bonus and other incentive compensation, deferred compensation, salary continuation, invention, patent, copyright, disability, severance, stock award, stock option, stock purchase, educational assistance, legal assistance, club membership, employee discount, employee loan, credit union and vacation agreements, policies and arrangements under which any of the Company or the Subsidiaries has any obligation or liability (contingent or otherwise. With ) in respect of any current or former officer, director, employee, consultant or contractor of any of the Company or the Subsidiaries (the “Employee Arrangements”). (b) In respect of each Benefit Plan and Employee Arrangement, a complete and correct copy of each of the following documents (if applicable) has been made available to Parent: (i) the most recent plan and related trust documents, and all amendments thereto; (ii) the most recent summary plan description, and all related summaries of modifications thereto; (iii) the most recent Form 5500 (including schedules and attachments); (iv) the most recent Internal Revenue Service (“IRS”) determination, opinion or notification letter; and (v) each written Employee Arrangement, and all amendments thereto. (c) None of the Benefit Plans or Employee Arrangements is subject to Title IV of ERISA, constitutes a defined benefit retirement plan or is a multiemployer plan described in Section 3(37) of ERISA, and none of the Company or the Subsidiaries has any obligation or liability (contingent or otherwise) in respect of any such plans. (d) The Benefit Plans and their related trusts intended to qualify under Sections 401 and 501(a) of the Code, respectively, have either received a favorable determination, opinion or notification letter from the IRS with respect to each material such Benefit Plan as to its qualified status under the Code, or has remaining a period of time under applicable U.S. Treasury Regulations or IRS pronouncements in which to apply for such a letter and make any amendments necessary to obtain a favorable determination as to the qualified status of each such Benefit Plan. (e) All contributions and other payments required to have been made by any of the Company or the Subsidiaries to or under any Benefit Plan or Employee PlanArrangement by applicable Law or the terms of such Benefit Plan or Employee Arrangement (or any agreement relating thereto) have been timely and properly made. (f) The Benefit Plans and Employee Arrangements have been maintained and administered in accordance with their terms and applicable Laws. (g) Except as set forth in Section 3.19(g) of the Company Disclosure Schedule, there are no pending or, to the extent applicableKnowledge of the Company, threatened actions, claims, suits or proceedings against or relating to any Benefit Plan or Employee Arrangement (other than routine benefit claims by persons entitled to benefits thereunder) and, to the Knowledge of the Company, there are no facts or circumstances which could reasonably be expected to form the basis for any of the foregoing. (h) None of the Company or the Subsidiaries has any obligation or liability (contingent or otherwise) to provide post-retirement life insurance or health benefits coverage for current or former officers, directors, employees, consultants or contractors except (i) as may be required under Part 6 of Title I of ERISA, (ii) a medical expense reimbursement account plan pursuant to Section 125 of the Code, or (iii) through the last day of the calendar month in which the participant terminates employment. (i) None of the assets of any Benefit Plan is stock of any of the Company or the Subsidiaries. (j) Neither the execution and delivery of any of the Transaction Documents nor the consummation of any of the Contemplated Transactions will (i) result in any payment becoming due to any director, officer, employee, consultant or contractor (current, former or retired) of any of the Company or the Subsidiaries, (ii) increase any benefits under any Benefit Plan or Employee Arrangement or (iii) result in the acceleration of the time of payment of, vesting of, or other rights in respect of any such benefits (except as which may be required by the partial or full termination of any Benefit Plan intended to be qualified under Section 401 of the Code). No Benefit Plan or Employee Arrangement in effect immediately prior to the Closing Date would result, individually or in the aggregate (including as a result of this Agreement, any of the Transaction Documents or any of the Contemplated Transactions), in the payment of any “excess parachute payment” within the meaning of Section 280G of the Code. (k) Each Benefit Plan or Employee Arrangement that is a non-qualified deferred compensation plan or arrangement subject to Section 409A of the Code has been operated and administered in good faith compliance with Section 409A of the Code from the period beginning January 1, 2005, or the date such Benefit Plan or Employee Arrangement was established, whichever date is later, through the date hereof. (l) The Company has made available to Parent a true, complete and correct list of the following (if applicable) for each current employee, consultant and complete copies of (A) the current plan document and amendments thereto; (B) any related trust agreement, service provider agreements or underlying insurance contract, funding arrangement, or administrative and service provider agreements now in effect; (C) the most recent determination, opinion or advisory letter received regarding the tax-qualified status contractor of any such Employee Plan that is intended to be qualified under Section 401(a) of the Code; (D) the most recent financial statement; (E) the most recently filed Form 5500 Annual Returns/Reports and schedules; (F) the current summary plan description; (G) the most recent actuarial valuation report; (H) any material, non-routine correspondence to or from a Governmental Authority dated within the past three (3) years; and (I) with respect to each material Employee Plan that is maintained in any non-United States jurisdiction primarily for the benefit of any employee of the Company Group whose principal work location is outside of or the United States (the “International Employee Plans”), to the extent applicable, (1) the most recent annual report or similar compliance documents required to be filed with Subsidiaries: base salary; any Governmental Authority with respect to such planbonus obligations; immigration status; hire date; time-off balance; and (2) any document comparable to the determination letter referenced pursuant to clause (C) above issued by a Governmental Authority relating to the satisfaction of Law necessary to obtain the most favorable Tax treatment. Employee Plans shall not include Referral Agreementspay rate.

Employee Plans. (a) Section 3.18(a3.11(a) of the Company Disclosure Letter sets forth a true, correct and complete list, as of the date hereof, of each material Employee Plan. For purposes of this Agreement, “Employee Plan” shall mean (collectively) (i) each “Schedule lists all "employee benefit plan” (plans," as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), whether and all other employee benefit plans or not subject other benefit arrangements, including executive compensation, directors' benefit, bonus or other incentive compensation, severance and deferred compensation plans and practices which the Company or any of its subsidiaries maintains, is a party to, contributes to or has any obligation to or liability for (each a "Company Benefit Plan" and collectively, the "Company Benefit Plans"). (b) True, correct and complete copies or descriptions of each Company Benefit Plan (and, where applicable, the most recent summary plan description, actuarial report, determination letter, most recent Form 5500 and trust agreement) have been delivered to AGT for review prior to the date hereof. (c) As of the date hereof, except as disclosed on Section 3.11(c) of the Company Disclosure Schedule, (i) all material payments required to be made by or under any Company Benefit Plan, any related trusts, or any collective bargaining agreement have been made; (ii) the Company and its subsidiaries have performed all material obligations required to be performed by them under any Company Benefit Plan; (iii) the Company Benefit Plans have been administered in material compliance with their terms and the requirements of ERISA, the Code and other applicable laws; (iv) there are no actions, suits, arbitrations or claims (other than routine claims for benefit) pending or, to the knowledge of the Company, threatened with respect to any Company Benefit Plan; and (iiv) each other employmentthe Company and its subsidiaries have no liability as a result of any "prohibited transaction" (as defined in Section 406 of ERISA and Section 4975 of the Code) for any excise tax or civil penalty. (d) Except as disclosed on Section 3.11(d) of the Company Disclosure Schedule, individual independent contractor none of the Company Benefit Plans is subject to Title IV of ERISA. (e) Except as set forth on Section 3.11(e) of the Company Disclosure Schedule, the Company and its subsidiaries have not incurred any unsatisfied withdrawal liability with respect to any multiemployer plan as defined in Section 4001(a)(3) of ERISA. (f) Section 3.11(f) of the Company Disclosure Schedule sets forth a list of all "employee pension plans," as defined on Section 3(2) of ERISA, maintained by the Company or other service, bonus, stock option, stock purchase any of its subsidiaries on any trade or other equity-based, post-employment welfare benefit, incentive compensation, profit sharing, savings, retirement, disability, insurance, vacation, deferred compensation, severance, termination, retention, change in control compensation, fringe, welfare or other benefit or compensation plans, programs, agreements, contracts, policies or binding arrangements business (whether or not in writingincorporated) which are under control, or which are treated as a single employer, with the Company under Section 414(b), (xc), (m) in each case that are sponsoredor (o) of the Code (an "ERISA Affiliate"), maintained or to which the Company, its Subsidiaries or any ERISA Affiliate contributed or is obligated to contribute thereunder (or required to be contributed to"Company Pension Plans"). Except as set forth on Section 3.11(f) by any member of the Company GroupDisclosure Schedule, each of the Pension Plans which is intended to be "qualified" within the meaning of Section 401(a) and 401(k), if applicable, and 501(a) of the Code has been determined by the Internal Revenue Service to be so "qualified" and, to the knowledge of the Company, there is no fact which would adversely affect the qualified status of any such Company Pension Plan. (g) Except as set forth on Section 3.11(g) of the Company Disclosure Schedule, neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (i) result in any payment becoming due, or increase the amount of compensation due, to any current or former employee of the Company or any of its subsidiaries; (ii) increase any benefits otherwise payable under any Company Benefit Plan; or (yiii) otherwise, under result in the acceleration of the time of payment or with respect to which the Company Group has vesting of any obligation or liability, contingent or otherwise. With respect to each material Employee Plan, such benefits. (h) If and to the extent applicable, no Company Benefit Plan has or has incurred an accumulated funding deficiency within the meaning of Section 302 of ERISA or Section 412 of the Code, nor has any waiver of the minimum funding standards of Section 302 of ERISA and Section 412 of the Code been requested of or granted by the IRS with respect to any Company Benefit Plan, nor has any lien in favor of any such plan arisen under Section 412(n) of the Code or Section 302(f) of ERISA. Except as indicated on Schedule 3.11(h) of the Company has made available Disclosure Schedule, no Company Benefit Plan is self funded by the Company. Except as disclosed on Schedule 3.11(h) of the Company Disclosure Schedule, with respect to Parent trueany insurance policy providing funding for benefits under any Company Benefit Plan, correct and complete copies there is no liability of (A) the current plan document and amendments thereto; (B) any related trust agreementCompany in the nature of a retroactive rate adjustment, service provider agreements or underlying insurance contract, funding loss sharing arrangement, or administrative other actual or contingent liability, and service provider agreements now in effect; (C) there will be no such liability arising wholly or partially out of events occurring prior to the most recent determinationexecution of this Agreement, opinion or advisory letter received regarding the tax-qualified status of nor would there be any such Employee Plan that is intended to be qualified under Section 401(a) liability if the Company cancelled such policy as of the Code; (D) the most recent financial statement; (E) the most recently filed Form 5500 Annual Returns/Reports and schedules; (F) the current summary plan description; (G) the most recent actuarial valuation report; (H) any material, non-routine correspondence to or from a Governmental Authority dated within the past three (3) years; and (I) with respect to each material Employee Plan that is maintained in any non-United States jurisdiction primarily for the benefit of any employee of the Company Group whose principal work location is outside of the United States (the “International Employee Plans”), to the extent applicable, (1) the most recent annual report or similar compliance documents required to be filed with any Governmental Authority with respect to such plan; and (2) any document comparable to the determination letter referenced pursuant to clause (C) above issued by a Governmental Authority relating to the satisfaction of Law necessary to obtain the most favorable Tax treatment. Employee Plans shall not include Referral Agreementsdate hereof.

Employee Plans. (a) Section 3.18(a) 3.19 of the Company Disclosure Letter Schedule sets forth a true, correct and complete list, as of the date hereof, of each material Employee Plan. For purposes of this Agreement, “Employee Plan” shall mean (collectively) list of: (i) each all “employee benefit planplans,” (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), whether or not subject to ERISA; and (ii) each other employment, individual independent contractor or other service, bonus, stock option, stock purchase or other equity-based, post-employment welfare benefit, incentive compensation, profit sharing, savings, retirement, disability, insurance, vacation, deferred compensation, severance, termination, retention, change in control compensation, fringe, welfare or other benefit or compensation plans, programs, agreements, contracts, policies or binding arrangements (whether or not in writing) (x) in each case that are sponsored, maintained or contributed to (or required to be contributed to) by any member of the Company Group; or (y) otherwise, under or with respect to which any of the Company Group or the Subsidiaries has any obligation or liability, contingent or otherwise (the “Benefit Plans”); (ii) all current directors, officers, employees, consultants and independent contractors of each of the Company and the Subsidiaries; and (iii) all material employment (other than offer letters for “at-will” employment that do not contain severance), consulting, termination, profit sharing, severance, change of control, individual compensation and indemnification agreements, and all bonus and other incentive compensation, deferred compensation, salary continuation, disability, severance, stock award, stock option, stock purchase, educational assistance, legal assistance, club membership, employee discount, employee loan, credit union and vacation agreements, policies and arrangements under which any of the Company or the Subsidiaries has any obligation or liability (contingent or otherwise. With ) in respect of any current or former officer, director, employee, consultant or contractor of any of the Company or the Subsidiaries (the “Employee Arrangements”). (b) In respect of each Benefit Plan and material Employee Arrangement, a complete and correct copy of each of the following documents (if applicable) has been made available to Parent: (i) the most recent plan and related trust documents, and all amendments thereto; (ii) the most recent summary plan description, and all related summaries of modifications thereto; (iii) the most recent Form 5500 (including schedules and attachments); (iv) the most recent Internal Revenue Service (“IRS”) determination, opinion or notification letter; and (v) each written material Employee Arrangement, and all amendments thereto. (c) None of the Benefit Plans or Employee Arrangements is subject to Title IV of ERISA, constitutes a defined benefit retirement plan or is a multiemployer plan described in Section 3(37) of ERISA, and none of the Company or the Subsidiaries has any obligation or liability (contingent or otherwise) in respect of any such plans. (d) The Benefit Plans and their related trusts intended to qualify under Sections 401 and 501(a) of the Code, respectively, are covered by an opinion, advisory, or notification letter from the IRS with respect to each such Benefit Plan as to its qualified status under the Code. (e) All contributions and other payments required to have been made by any of the Company or the Subsidiaries to or under any Benefit Plan or Employee Arrangement by applicable Law or the terms of such Benefit Plan or Employee Arrangement (or any agreement relating thereto) have been timely and properly made in all material respects. (f) The Benefit Plans and Employee PlanArrangements have been maintained and administered in accordance with their terms and applicable Laws in all material respects. (g) There are no pending or, to the extent applicableKnowledge of the Company, threatened actions, claims, suits or proceedings against or relating to any Benefit Plan or Employee Arrangement (other than routine benefit claims by persons entitled to benefits thereunder) and, to the Knowledge of the Company, there are no facts or circumstances which could reasonably be expected to form the basis for any of the foregoing. (h) None of the Company or the Subsidiaries has any obligation or liability (contingent or otherwise) to provide post-retirement life insurance or health benefits coverage for current or former officers, directors, employees, consultants or contractors except (i) as may be required under Part 6 of Title I of ERISA, (ii) a medical expense reimbursement account plan pursuant to Section 125 of the Code, or (iii) through the last day of the calendar month in which the participant terminates employment. (i) None of the assets of any Benefit Plan is stock of any of the Company or the Subsidiaries. (j) Neither the execution and delivery of any of the Transaction Documents nor the consummation of any of the Contemplated Transactions will (i) result in any payment becoming due to any director, officer, employee, consultant or contractor (current, former or retired) of any of the Company or the Subsidiaries under any Benefit Plan or Employee Arrangement, (ii) increase any benefits under any Benefit Plan or Employee Arrangement or (iii) result in the acceleration of the time of payment of, vesting of, or other rights in respect of any such benefits under any Benefit Plan or Employee Arrangement (except as which may be required by the partial or full termination of any Benefit Plan intended to be qualified under Section 401 of the Code). (k) Each Benefit Plan or Employee Arrangement that is a non-qualified deferred compensation plan or arrangement subject to Section 409A of the Code or exempt from 409A of the Code has been operated and administered in good faith compliance with Section 409A of the Code from the period beginning January 1, 2005, or the date such Benefit Plan or Employee Arrangement was established, whichever date is later, through the date hereof. (l) The Company has made available to Parent a true, complete and correct list of the following (if applicable) for each current employee, consultant and complete copies of (A) the current plan document and amendments thereto; (B) any related trust agreement, service provider agreements or underlying insurance contract, funding arrangement, or administrative and service provider agreements now in effect; (C) the most recent determination, opinion or advisory letter received regarding the tax-qualified status contractor of any such Employee Plan that is intended to be qualified under Section 401(a) of the Code; (D) the most recent financial statement; (E) the most recently filed Form 5500 Annual Returns/Reports and schedules; (F) the current summary plan description; (G) the most recent actuarial valuation report; (H) any material, non-routine correspondence to or from a Governmental Authority dated within the past three (3) years; and (I) with respect to each material Employee Plan that is maintained in any non-United States jurisdiction primarily for the benefit of any employee of the Company Group whose principal work location is outside of or the United States (the “International Employee Plans”), to the extent applicable, (1) the most recent annual report or similar compliance documents required to be filed with Subsidiaries: base salary; any Governmental Authority with respect to such planbonus obligations; immigration status; hire date; time-off balance; and (2) any document comparable to the determination letter referenced pursuant to clause (C) above issued by a Governmental Authority relating to the satisfaction of Law necessary to obtain the most favorable Tax treatment. Employee Plans shall not include Referral Agreementspay rate.

Employee Plans. (a) Section 3.18(a) 3.19 of the Company ISG Disclosure Letter Schedule sets forth a true, correct and complete list, as of the date hereof, of each material Employee Plan. For purposes of this Agreement, “Employee Plan” shall mean (collectively) list of: (i) each all “employee benefit planplans,” (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), whether or not subject to ERISA; and (ii) each other employment, individual independent contractor or other service, bonus, stock option, stock purchase or other equity-based, post-employment welfare benefit, incentive compensation, profit sharing, savings, retirement, disability, insurance, vacation, deferred compensation, severance, termination, retention, change in control compensation, fringe, welfare or other benefit or compensation plans, programs, agreements, contracts, policies or binding arrangements (whether or not in writing) (x) in each case that are sponsored, maintained or contributed to (or required to be contributed to) by any member of the Company Group; or (y) otherwise, under or with respect to which the Company Group ISG has any obligation or liability, contingent or otherwise (the “Benefit Plans”); (ii) all current employees, consultants and independent contractors of ISG; and (iii) all employment, consulting, termination, profit sharing, severance, change of control, individual compensation or indemnification agreements, and all bonus or other incentive compensation, deferred compensation, salary continuation, disability, severance, stock award, stock option, stock purchase, educational assistance, legal assistance, club membership, employee discount, employee loan, credit union or vacation agreements, policies or arrangements under which ISG has any obligation or liability (contingent or otherwise. With ) in respect to of any current or former officer, director, employee, consultant or contractor of ISG (the “Employee Arrangements”). (b) In respect of each material Benefit Plan and Employee PlanArrangement, to a complete and correct copy of each of the extent following documents (if applicable, the Company ) has been made available to Parent true, correct and complete copies of Health Benefits: (Ai) the current most recent plan document and related trust documents, and all amendments thereto; (B) any related trust agreement, service provider agreements or underlying insurance contract, funding arrangement, or administrative and service provider agreements now in effect; (Cii) the most recent summary plan description, and all related summaries of modifications thereto; (iii) the most recent Form 5500 (including, schedules and attachments); (iv) the most recent Internal Revenue Service (“IRS”) determination, opinion or advisory notification letter; (v) each of the stock option grant agreements used to make grants under the ISG Option Plan, and all amendments thereto; (vi) each written employment, consulting or individual severance or other compensation agreement, and all amendments thereto; and (vii) the most recent actuarial reports (including for purposes of Financial Accounting Standards Board report nos. 87, 106 and 112). (c) None of Benefit Plans or Employee Arrangements is subject to Title IV of ERISA, constitutes a defined benefit retirement plan or is a multiemployer plan described in Section 3(37) of ERISA, and ISG has no obligation or liability (contingent or otherwise) in respect of any such plans. ISG is not a member of a group of trades or businesses under common control or treated as a single employer pursuant to Section 414 of the Code. (d) The Benefit Plans and their related trusts intended to qualify under Sections 401 and 501(a) of the Code, respectively, have either received a favorable determination, opinion or notification letter received regarding from the tax-IRS with respect to each such Benefit Plan as to its qualified status under the Code, or has remaining a period of time under applicable U.S. Treasury regulations or IRS pronouncements in which to apply for such a letter and make any amendments necessary to obtain a favorable determination as to the qualified status of each such Benefit Plan. Any voluntary employee benefit association that provides benefits to current or former employees of ISG, or their beneficiaries, is and has been qualified under Section 501(c)(9) of the Code. (e) All contributions or other payments required to have been made by ISG to or under any Benefit Plan or Employee Arrangement by applicable Law or the terms of such Benefit Plan or Employee Arrangement (or any agreement relating thereto) have been timely and properly made. (f) The Benefit Plans and Employee Arrangements have been maintained and administered in accordance with their terms and applicable Laws. In particular, no individual who has performed services for ISG has been improperly excluded from participation in any Benefit Plan or Employee Arrangement. (g) There are no pending or, to ISG’s or Spinner’s knowledge, threatened actions, claims, or proceedings against or relating to any Benefit Plan or Employee Arrangement (other than routine benefit claims by persons entitled to benefits thereunder), and, to the knowledge of ISG or Spinner, there are no facts or circumstances that could form the basis for any of the foregoing. (h) ISG does not have any obligation or liability (contingent or otherwise) to provide post-retirement life insurance or health benefits coverage for current or former officers, directors, employees, consultants or contractors of ISG except (i) as may be required under Part 6 of Title I of ERISA, (ii) a medical expense reimbursement account plan pursuant to Section 125 of the Code, or (iii) through the last day of the calendar month in which the participant terminates employment with ISG. (i) None of the assets of any Benefit Plan is stock of ISG or any of its affiliates, or property leased to or jointly owned by ISG or any of its affiliates. (j) Neither the execution and delivery of this Agreement nor the consummation of the Contemplated Transactions will (i) result in any payment becoming due to any employee, consultant or contractor (current, former, or retired) of ISG, (ii) increase any benefits under any Benefit Plan or Employee Arrangement or (iii) result in the acceleration of the time of payment of, vesting of, or other rights in respect of any such Employee benefits (except as which may be required by the partial or full termination of any Benefit Plan that is intended to be qualified under Section 401(a) 401 of the Code; ). (Dk) ISG has delivered to Health Benefits a true and correct list of the most recent financial statement; following (Eif applicable) for each current employee, consultant and contractor of ISG: base salary, any bonus obligations, immigration status, hire date, time-off balance, an indication of the most recently filed Form 5500 Annual Returns/Reports existence of a signed assignment of invention agreement for each employee and schedules; including effective date and term for the contract, pay rate, termination provisions and indication of a signed assignment of invention agreement for each consultant and contractor. (Fl) To the current summary plan description; (G) knowledge of ISG and Spinner, all employees of ISG who are not U.S. citizens but who are assigned to the most recent actuarial valuation report; (H) any materialU.S. operations of ISG or otherwise travel, non-routine correspondence from time to or from a Governmental Authority dated within time, to the past three (3) years; and (I) with respect to each material Employee Plan that is maintained in any non-United States jurisdiction primarily for on behalf of ISG, possess all applicable passports, visas and other authorizations required by the benefit of any employee of the Company Group whose principal work location is outside Laws of the United States (and have otherwise complied with all applicable immigration and similar Laws of the “International Employee Plans”), to the extent applicable, (1) the most recent annual report or similar compliance documents required to be filed with any Governmental Authority with respect to such plan; and (2) any document comparable to the determination letter referenced pursuant to clause (C) above issued by a Governmental Authority relating to the satisfaction of Law necessary to obtain the most favorable Tax treatment. Employee Plans shall not include Referral AgreementsUnited States.

Employee Plans. Section 3.18(a2.11(b) of the Company Disclosure Letter sets forth a true, correct Schedule contains an accurate and complete list, as of the date hereof, list of each material Company Employee PlanPlan and each Employee Agreement. For purposes of this AgreementThe Company has never verbally represented, “promised or contracted to any Employee Plan” shall mean (collectively) (i) each “employee benefit plan” (as defined to maintain or sponsor any Company Employee Plan other than those listed in Section 3(32.11(b) of ERISA), whether or not subject to ERISA; and (ii) each other employment, individual independent contractor or other service, bonus, stock option, stock purchase or other equity-based, post-employment welfare benefit, incentive compensation, profit sharing, savings, retirement, disability, insurance, vacation, deferred compensation, severance, termination, retention, change in control compensation, fringe, welfare or other benefit or compensation plans, programs, agreements, contracts, policies or binding arrangements (whether or not in writing) (x) in each case that are sponsored, maintained or contributed to (or required to be contributed to) by any member of the Company Group; or (y) otherwiseDisclosure Schedule. To the knowledge of the Company, under or with respect there is no verbal Company Employee Plan to which the Company Group has any obligation or liability, contingent or otherwiseis a party. With respect to each material Employee Plan, Except as and to the extent applicablepublicly disclosed in the Company SEC Reports or as set forth in Section 2.11(b) of the Company Disclosure Schedule, the Company has also made available to Parent or its counsel, where applicable, true, complete and correct and complete copies of (A) the current plan document and amendments thereto; (B) any related trust agreement, service provider agreements or underlying insurance contract, funding arrangement, or administrative and service provider agreements now in effect; (C) the most recent determination, opinion or advisory letter received regarding the tax-qualified status of any such Employee Plan that is intended to be qualified under Section 401(a) of the Code; (D) the most recent financial statement; (E) the most recently filed Form 5500 Annual Returns/Reports and schedules; (F) the current summary plan description; (G) the most recent actuarial valuation report; (H) any material, non-routine correspondence to or from a Governmental Authority dated within the past three (3) years; and (I) with respect to each material Employee Plan that is maintained in any non-United States jurisdiction primarily for the benefit of any employee of the Company Group whose principal work location is outside of the United States (the “International Employee Plans”), to the extent applicable, (1) the most recent plan documents, related trust documents, adoption agreements, summary plan descriptions, and all amendments thereto for each Company Employee Plan, (2) the three most recent annual report or similar compliance documents required to be reports on Form 5500 filed with any Governmental Authority the IRS with respect to such plan; each Company Employee Plan, (3) each group annuity contract, insurance policy, service agreement, and other material agreement or policy related to any Company Employee Plan, (4) the three most recent annual nondiscrimination test reports for each Company Employee Plan, (5) the three most recent actuarial and audit reports for each Pension Plan, (6) all IRS determination letters and rulings received by the Company and copies of all applications and correspondence to or from the IRS or the Department of Labor ("DOL") with respect to any Company Employee Plan, (7) all material communications in the Company's or its outside counsel's possession to any Employee relating to any Company Employee Plan, or in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any Liability to the Company, and (2) any document comparable to the determination letter referenced pursuant to clause 8) all registration statements and prospectuses prepared in connection with each Company Employee Plan. (C) above issued by a Governmental Authority relating to the satisfaction of Law necessary to obtain the most favorable Tax treatment. Employee Plans shall not include Referral Agreements.c)

Employee Plans. (a) Section 3.18(a) 2.19 of the Company Disclosure Letter Schedule sets forth a true, correct and complete list, as of the date hereof, of each material Employee Plan. For purposes of this Agreement, “Employee Plan” shall mean (collectively) list of: (i) each all “employee benefit planplans,” (as defined in ERISA Section 3(3) of ERISA), whether or not subject to ERISA; and (ii) each other employment, individual independent contractor or other service, bonus, stock option, stock purchase or other equity-based, post-employment welfare benefit, incentive compensation, profit sharing, savings, retirement, disability, insurance, vacation, deferred compensation, severance, termination, retention, change in control compensation, fringe, welfare or other benefit or compensation plans, programs, agreements, contracts, policies or binding arrangements (whether or not in writing) (x) in each case that are sponsored, maintained or contributed to (or required to be contributed to) by any member of the Company Group; or (y) otherwise, under or with respect to which the Company Group has any obligation or liability, contingent or otherwise (the “Benefit Plans”); and (ii) all employment, consulting, termination, profit sharing, severance, change of control, individual compensation and indemnification agreements, and all bonus and other incentive compensation, deferred compensation, salary continuation, disability, stock award, stock option, stock purchase, educational assistance, legal assistance, club membership, employee discount, employee loan and vacation agreements, policies and arrangements under which the Company has any obligation or liability (contingent or otherwise) in respect of any current or former officer, director, employee, consultant or contractor of the Company (the “Employee Arrangements”). (b) In respect of each Benefit Plan and Employee Arrangement, a complete and correct copy of each of the following documents (if applicable) has been made available to Parent: (i) the most recent plan and related trust documents, and all amendments thereto; (ii) the most recent summary plan description, and all related summaries of modifications thereto; (iii) the most recent Form 5500 (including schedules and attachments); (iv) the most recent Internal Revenue Service (“IRS”) determination, opinion or notification letter; and (v) each written Employee Arrangement, and all amendments thereto. (c) None of the Benefit Plans or Employee Arrangements is subject to Title IV of ERISA, constitutes a defined benefit pension plan or is a multiemployer plan described in ERISA Section 3(37), and the Company has no obligation or liability, contingent or otherwise, in respect of any such plans. (d) Each Benefit Plan and its related trust that is intended to qualify under Code Sections 401(a) and 501(a), respectively, has either received a favorable determination, opinion or notification letter from the IRS with respect to each such Benefit Plan as to its qualified status under the Code, or has remaining a period of time under applicable Treasury Regulations or IRS pronouncements in which to apply for such a letter and make any amendments necessary to obtain a favorable determination as to the qualified status of such Benefit Plan. (e) All contributions and other payments required to have been made by the Company to or under any Benefit Plan or Employee Arrangement by applicable Law or the terms of such Benefit Plan or Employee Arrangement (or any agreement relating thereto) have been timely and properly made. With respect to each material PEO Plan, the Company (i) has timely paid all premiums and made all required contributions to such PEO Plan, (ii) has no obligations or liability to any such PEO Plans other than the obligation to pay premiums or to make contributions on behalf of its employees as set forth in the PEO Agreement, and (iii) has no liability associated with any PEO Plan’s sponsorship, administration or failure to comply with applicable Laws. (f) The Benefit Plans, Employee PlanArrangements and, to the extent applicableCompany’s Knowledge, the PEO Plans have been maintained and administered in material compliance with their terms and applicable Laws. (g) There are no pending or, to the Knowledge of the Company, threatened actions, claims, suits or Proceedings against or relating to any Benefit Plan, Employee Arrangement or, to the Company’s Knowledge, the PEO Plans (other than routine benefit claims by persons entitled to benefits thereunder) and there are no facts or circumstances which could reasonably be expected to form the basis for any of the foregoing. (h) The Company has made available no obligation or liability (contingent or otherwise) to Parent trueprovide post-retirement life insurance or health benefits coverage for current or former directors, correct and complete copies employees, consultants or contractors except (i) as may be required under Part 6 of Title I of ERISA, (Aii) the current a medical expense reimbursement account plan document and amendments thereto; (B) any related trust agreement, service provider agreements or underlying insurance contract, funding arrangementpursuant to Code Section 125, or administrative (iii) through the last day of the calendar month in which the participant terminates employment. (i) Except as set forth on Section 2.19(i) of the Company Disclosure Schedule, neither the execution and service provider agreements now delivery of any of the Transaction Documents nor the consummation of any of the Contemplated Transactions will (i) result in effect; any payment becoming due to any current or former director, officer, employee, consultant or contractor of the Company, (Cii) increase any benefits under any Benefit Plan or Employee Arrangement or (iii) result in the most recent determinationacceleration of the time of payment of, opinion vesting of, or advisory letter received regarding the tax-qualified status other rights in respect of any such Employee benefits (except as may be required by the partial or full termination of any Benefit Plan that is intended to be qualified under Code Section 401(a) )). No Benefit Plan or Employee Arrangement in effect immediately prior to the Closing Date would result, individually or in the aggregate (including as a result of this Agreement, any of the Code; Transaction Documents or any of the Contemplated Transactions), in the payment of any “excess parachute payment” within the meaning of Code Section 280G. (Dj) the most recent financial statement; (E) the most recently filed Form 5500 Annual Returns/Reports and schedules; (F) the current summary plan description; (G) the most recent actuarial valuation report; (H) any material, No Benefit Plan or Employee Arrangement is a non-routine correspondence qualified deferred compensation plan or arrangement subject to or from a Governmental Authority dated within Code Section 409A. (k) This Section 2.19 contains the past three (3) years; sole and (I) with respect to each material Employee Plan that is maintained in any non-United States jurisdiction primarily for the benefit of any employee exclusive representations and warranties of the Company Group whose principal work location is outside of the United States (the “International Employee Plans”), to the extent applicable, (1) the most recent annual report or similar compliance documents required to be filed with any Governmental Authority with respect to such plan; and (2) any document comparable to the determination letter referenced pursuant to clause (C) above issued by a Governmental Authority relating to the satisfaction of Law necessary to obtain the most favorable Tax treatment. Employee Plans shall not include Referral Agreementsconcerning employee benefit matters.

Employee Plans. (a) Section 3.18(a) 3.10 of the Company Disclosure Letter Schedule sets forth a true, correct true and complete list, as of the date hereof, list of each material Employee Plan. For purposes of this Agreement, “Employee Plan” shall mean (collectively) (i) each “"employee benefit plan” (," as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), whether or not subject to ERISA; and (ii) each other material written, unwritten, formal or informal plan, agreement, program, policy or other arrangement involving direct or indirect compensation to employees or other service providers (other than workers' compensation, unemployment compensation and other government programs), including employment, individual independent contractor or other serviceseverance, bonusconsulting, stock optiondisability benefits, stock purchase or other equity-basedsupplemental unemployment benefits, post-employment welfare benefitvacation benefits, incentive compensation, profit sharing, savings, retirement, disability, insurance, vacationretirement benefits, deferred compensation, severanceprofit-sharing, terminationbonuses, retentionstock options, change in control stock appreciation rights, other forms of incentive compensation, fringepost-retirement insurance benefits, welfare or other benefit or compensation plansbenefits, programs, agreements, contracts, policies or binding arrangements (whether or not in writing) (x) in each case that are sponsoredentered into, maintained or contributed to (or required to be contributed to) by any member of the Company Group; or (y) otherwise, under the Company Subsidiary or with respect to which the Company Group or the Company Subsidiary has or may in the future have any obligation or liability, liability (contingent or otherwise). With respect Each such plan, agreement, program, policy or arrangement required to each material Employee Plan, be set forth on the Disclosure Schedule pursuant to the extent applicable, the foregoing is referred to herein as a "BENEFIT PLAN." (b) The Company has made available the following documents to Parent true, with respect to each Benefit Plan: (1) correct and complete copies of all documents embodying such Benefit Plan, including (Awithout limitation) the current plan document and all amendments thereto; (B) any , and all related trust agreementdocuments, service provider agreements or underlying insurance contract(2) a written description of any Benefit Plan that is not set forth in a written document, funding arrangement, or administrative and service provider agreements now in effect; (C3) the most recent summary plan description together with the summary or summaries of material modifications thereto, if any, (4) the three most recent annual actuarial valuations, if any, (5) all Internal Revenue Service ("IRS") or Department of Labor ("DOL") determination, opinion opinion, notification and advisory letters, (6) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, (7) all material correspondence to or advisory letter from any Governmental Authority received regarding in the tax-qualified status last three years, (8) all discrimination tests for the most recent three plan years, and (9) all material written agreements and contracts currently in effect, including (without limitation) administrative service agreements, group annuity contracts, and group insurance contracts. (c) Each Benefit Plan has been maintained and administered in all material respects in compliance with its terms and with the requirements prescribed by any and all statutes, orders, rules and regulations (foreign and domestic), including (without limitation) ERISA and the Code, which are applicable to such Benefit Plans. All contributions, reserves or premium payments required to be made or accrued as of any such Employee the date hereof to the Benefit Plans have been timely made or accrued. Each Benefit Plan that is intended to be qualified under Section 401(a) of the CodeCode and each trust intended to qualify under Section 501(a) of the Code is so qualified and either: (1) has obtained a currently effective favorable determination notification, advisory and/or opinion letter, as applicable, as to its qualified status (or the qualified status of the master or prototype form on which it is established) from the IRS covering the amendments to the Code effected by the Tax Reform Act of 1986 and all subsequent legislation for which the IRS will currently issue such a letter, and no amendment to such Benefit Plan has been adopted since the date of such letter covering such Benefit Plan that would adversely affect such favorable determination; or (D2) still has a remaining period of time in which to apply for or receive such letter and to make any amendments necessary to obtain a favorable determination. (d) No plan currently or ever in the most recent financial statement; past six (E6) the most recently filed Form 5500 Annual Returns/Reports and schedules; (F) the current summary plan description; (G) the most recent actuarial valuation report; (H) any materialyears maintained, non-routine correspondence sponsored, contributed to or from a Governmental Authority dated within required to be contributed to by the Company, any of its Subsidiaries, or any of their respective current or former ERISA Affiliates is or ever in the past three six (6) years was (1) a "multiemployer plan" as defined in Section 3(37) of ERISA, (2) a plan described in Section 413 of the Code, (3) years; and a plan subject to Title IV of ERISA, (I4) with respect a plan subject to each material Employee Plan that is the minimum funding standards of Section 412 of the Code or Section 302 of ERISA, or (5) a plan maintained in connection with any non-United States jurisdiction primarily for the benefit of any employee trust described in Section 501(c)(9) of the Code. The term "ERISA AFFILIATE" means any Person that, together with the Company Group whose principal work location is outside or any of its Subsidiaries, would be deemed a "single employer" within the meaning of Section 414(b), (c), (m) or (o) of the United States (the “International Employee Plans”), to the extent applicable, (1) the most recent annual report or similar compliance documents required to be filed with any Governmental Authority with respect to such plan; and (2) any document comparable to the determination letter referenced pursuant to clause (C) above issued by a Governmental Authority relating to the satisfaction of Law necessary to obtain the most favorable Tax treatment. Employee Plans shall not include Referral AgreementsCode.

Employee Plans. (a) Section 3.18(a) 2.18 of the Company Disclosure Letter Schedule sets forth a true, correct and complete list, as of the date hereof, of each material Employee Plan. For purposes of this Agreement, “Employee Plan” shall mean (collectively) list of: (i) each “all "employee benefit plan” (plans," as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), whether or not subject to ERISA; and (ii) each other employment, individual independent contractor or other service, bonus, stock option, stock purchase or other equity-based, post-employment welfare benefit, incentive compensation, profit sharing, savings, retirement, disability, insurance, vacation, deferred compensation, severance, termination, retention, change in control compensation, fringe, welfare or other benefit or compensation plans, programs, agreements, contracts, policies or binding arrangements (whether or not in writing) (x) in each case that are sponsored, maintained or contributed to (or required to be contributed to) by any member of the Company Group; or (y) otherwise, under or with respect to which the Company Group has any obligation or liability, contingent or otherwise. With respect to each material Employee Planotherwise (the "Benefit Plans"); (ii) all current directors, to Officers and employees of the extent applicableCompany; and (iii) all employment, consulting, termination, profit sharing, severance, change of control, individual compensation and indemnification agreements, and all bonus and other incentive compensation, deferred compensation, salary continuation, disability, severance, equity award, option, equity purchase, educational assistance, legal assistance, club membership, employee discount, employee loan, credit union and vacation agreements, policies and arrangements under which the Company has any obligation or liability (contingent or otherwise) in respect of any current or former Officer, director, employee, consultant or contractor of the Company (the "Employee Arrangements"). (b) In respect of each Benefit Plan and Employee Arrangement, a complete and correct copy of each of the following documents (if applicable) has been made available to Parent true, correct and complete copies of the Buyer: (Ai) the current most recent plan document and related trust documents, and all amendments thereto; (B) any related trust agreement, service provider agreements or underlying insurance contract, funding arrangement, or administrative and service provider agreements now in effect; (Cii) the most recent summary plan description, and all related summaries of modifications thereto; (iii) the most recent Form 5500 (including schedules and attachments); (iv) the most recent Internal Revenue Service ("IRS") determination, opinion or advisory notification letter; and (v) each written Employee Arrangement, and all amendments thereto. (c) None of the Benefit Plans or Employee Arrangements is subject to Title IV of ERISA, constitutes a defined benefit retirement plan or is a multiemployer plan described in Section 3(37) of ERISA, and the Company has no obligation or liability (contingent or otherwise) in respect of any such plans. (d) The Benefit Plans and their related trusts intended to qualify under Sections 401 and 501(a) of the Code, respectively, have either received a favorable determination, opinion or notification letter received regarding from the tax-Internal Revenue Service with respect to each such Benefit Plan as to its qualified status under the Code, or has remaining a period of time under applicable U.S. Treasury Regulations or Internal Revenue Service pronouncements in which to apply for such a letter and make any amendments necessary to obtain a favorable determination as to the qualified status of each such Benefit Plan. (e) All contributions and other payments required to have been made by the Company to or under any Benefit Plan or Employee Arrangement by applicable Law or the terms of such Benefit Plan or Employee Arrangement (or any agreement relating thereto) have been timely and properly made. (f) The Benefit Plans and Employee Arrangements have been maintained and administered in accordance with their terms and applicable Laws in all material respects. (g) There are no pending or, to the Knowledge of the Company, threatened actions, claims, suits or proceedings against or relating to any Benefit Plan or Employee Arrangement (other than routine benefit claims by persons entitled to benefits thereunder) and, to the Knowledge of the Company, there are no facts or circumstances which could reasonably be expected to form the basis for any of the foregoing. (h) The Company has no obligation or liability (contingent or otherwise) to provide post-retirement life insurance or health benefits coverage for current or former officers, directors, employees, consultants or contractors except (i) as may be required under Part 6 of Title I of ERISA, (ii) a medical expense reimbursement account plan pursuant to Section 125 of the Code, or (iii) through the last day of the calendar month in which the participant terminates employment. (i) None of the assets of any Benefit Plan is equity of the Company. (j) Neither the execution and delivery of any of the Transaction Documents nor the consummation of any of the Contemplated Transactions will (i) result in any payment becoming due to any director, officer, employee, consultant or contractor (current, former or retired) of the Company, (ii) increase any benefits under any Benefit Plan or Employee Arrangement or (iii) result in the acceleration of the time of payment of, vesting of, or other rights in respect of any such Employee benefits (except as may be required by the partial or full termination of any Benefit Plan that is intended to be qualified under Section 401(a) 401 of the Code; ). No Benefit Plan or Employee Arrangement in effect immediately prior to the Closing Date would result, individually or in the aggregate (Dincluding as a result of this Agreement, any of the Transaction Documents or any of the Contemplated Transactions), in the payment of any "excess parachute payment" within the meaning of Section 280G of the Code. (k) the most recent financial statement; (E) the most recently filed Form 5500 Annual Returns/Reports and schedules; (F) the current summary plan description; (G) the most recent actuarial valuation report; (H) any material, Each Benefit Plan or Employee Arrangement that is a non-routine correspondence qualified deferred compensation plan or arrangement subject to Section 409A of the Code has been operated and administered in good faith compliance with Section 409A of the Code from the period beginning January 1, 2005, or from the date such Benefit Plan or Employee Arrangement was established, whichever date is later, through the date hereof. (l) The Company has made available to the Buyer a Governmental Authority dated within true, complete and correct list of the past three following (3if applicable) yearsfor each current employee, consultant and contractor of the Company: base salary; any bonus obligations; immigration status; hire date; time-off balance; and (I) with respect to each material Employee Plan that is maintained in any non-United States jurisdiction primarily for the benefit of any employee of the Company Group whose principal work location is outside of the United States (the “International Employee Plans”), to the extent applicable, (1) the most recent annual report or similar compliance documents required to be filed with any Governmental Authority with respect to such plan; and (2) any document comparable to the determination letter referenced pursuant to clause (C) above issued by a Governmental Authority relating to the satisfaction of Law necessary to obtain the most favorable Tax treatment. Employee Plans shall not include Referral Agreementspay rate.

Employee Plans. (a) Section 3.18(a3.20(a) of the Company Disclosure Letter Schedule sets forth a true, correct and complete list, as of the date hereof, of each material Employee Plan. For purposes of this Agreement, “Employee Plan” shall mean (collectively) forth: (i) each all “employee benefit planplans,” (as defined in Section 3(3) of ERISA, and all material employee benefit programs, policies, or arrangements, including, without limitation, any such programs, policies, or arrangements providing severance pay, sick leave, vacation pay, salary continuation, disability, retirement benefits, deferred compensation, bonus pay, incentive pay, equity or equity-based compensation, stock purchase, hospitalization insurance, medical insurance, life insurance, cafeteria benefits, dependent care reimbursements, prepaid legal benefits, scholarships or tuition reimbursements, currently sponsored or maintained by the Company or to which the Company is obligated to contribute thereunder for current or former employees of the Company (the “Company Employee Benefit Plans”), whether or not subject to ERISA; and (ii) each other employmentall “employee pension plans,” as defined in Section 3(2) of ERISA, individual independent contractor currently maintained or other service, bonus, stock option, stock purchase sponsored by the Company or other equity-based, post-employment welfare benefit, incentive compensation, profit sharing, savings, retirement, disability, insurance, vacation, deferred compensation, severance, termination, retention, change in control compensation, fringe, welfare any trade or other benefit or compensation plans, programs, agreements, contracts, policies or binding arrangements business (whether or not in writingincorporated) which is under control or treated as a single employer with the Company under Section 414(b), (xc), (m), or (o) in each case that are sponsored, maintained or contributed to (or required to be contributed to) by any member of the Code (a “Company Group; ERISA Affiliate”) or (y) otherwise, under or with respect to which the Company Group has or any obligation or liability, contingent or otherwise. With respect Company ERISA Affiliate is obligated to each material Employee Plan, to contribute thereunder (the extent applicable, the “Company has made available to Parent truePension Plans”). (b) True, correct and complete copies of the following documents, with respect to each of the Company Employee Benefit Plans and Company Pension Plans, have been made available to Parent, to the extent applicable: (Ai) the current plan document all plans and related trust documents, and amendments thereto; (Bii) any related trust agreement, service provider agreements or underlying insurance contract, funding arrangement, or administrative and service provider agreements now in effectForms 5500 filed for the three most recent plan years; (Ciii) the most recent determinationIRS determination letter; (iv) the most recent summary plan descriptions, opinion annual reports and material modifications; (v) the most recent actuarial report, if any; and (vi) written descriptions of all non-written agreements relating to the Company Employee Benefit Plans. In addition, the most recent financial statements and actuarial valuations for the Company Pension Plans have been made available to Parent. (c) None of the Company Employee Benefit Plans or advisory letter received regarding Company Pension Plans is a multiemployer plan, as defined in Section 3(37) of ERISA or subject to Title IV of ERISA or Section 412 of the tax-qualified status Code. The Company has not incurred any liability due to a complete or partial withdrawal from a multiemployer plan or due to the termination or reorganization of a multiemployer plan (except for any such Employee liability that has been satisfied in full), and no events have occurred and no circumstance exists, to the Knowledge of the Company, that would reasonably be expected to result in any liability to the Company or a Company ERISA Affiliate. (d) Each Company Pension Plan that is intended to be qualified qualify under Section 401(a401 of the Code has received a determination letter from the IRS, or can rely on an opinion letter, that it so qualifies and that the trust is exempt from taxation under Section 501 of the Code, and to the Knowledge of the Company, nothing has occurred since the date of determination that would reasonably be expected to cause the loss of such qualification or exemption or the imposition of any material liability, penalty or tax under ERISA or the Code. (e) All contributions (including all employer contributions and employee salary reduction contributions) and all premiums required to have been paid under any of the Company Employee Benefit Plans or Company Pension Plans or by law (without regard to any waivers granted under Section 412 of the Code) to any funds or trusts established thereunder or in connection therewith have been made by the due date thereof (including any valid extension). (f) There are no pending actions, claims or lawsuits which have been asserted or instituted against the Company Employee Benefit Plans or Company Pension Plans, the assets of any of the trusts under such plans or the plan sponsor or the plan administrator, or against any fiduciary of the Company Employee Benefit Plans or Company Pension Plans with respect to the operation or administration of such plans or the investment of plan assets (other than routine benefit claims), nor does the Company have Knowledge of facts which could form the basis for any such claim or lawsuit. No Company Employee Benefit Plan or Company Pension Plan has been the subject of an audit, investigation or examination by any Governmental Entity to the Knowledge of the Company. (g) None of the Company Employee Benefit Plans provide retiree life or retiree health benefits except as may be required under COBRA or any similar state or local law. (h) Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will, either alone or together with the occurrence of subsequent events, (i) increase any benefits otherwise payable under any Company Employee Benefit Plan or Company Pension Plan, (ii) result in the acceleration of the time of payment or vesting of any benefits including, but not limited to, benefits under any Company Employee Benefit Plan or Company Contract to any current or former employee, or (iii) entitle any current or former employee, officer, director or independent contractor of the Company to a payment or benefit that is not deductible by reason of Section 280G of the Code. (i) With respect to each Company Option and Other Stock Award, (i) each such Company Option and Other Stock Award has been granted with an exercise price no lower than “fair market value” (within the meaning of Section 409A of the Code) as of the grant date, (ii) the “grant date” of such Company Option and Other Stock Award as reflected in the Company’s option and stock ledger is the same date of grant as determined in accordance with applicable tax laws and GAAP, and (iii) such option has been properly expensed by the Company in accordance with GAAP. (j) Each “nonqualified deferred compensation plan” (as defined in Section 409A(d)(1) of the Code; (D) the most recent financial statement; (E) the most recently filed Form 5500 Annual Returns/Reports and schedules; (F) the current summary plan description; (G) the most recent actuarial valuation report; (H) any material, non-routine correspondence to or from a Governmental Authority dated within the past three (3) years; and (I) with respect to each material Employee Plan that is maintained in any non-United States jurisdiction primarily for the benefit of any employee of the Company Group whose principal work location is outside has been operated, since January 1, 2005, in good faith compliance with Section 409A of the United States (the “International Employee Plans”)Code, to the extent applicableIRS Notice 2005-1, (1) the most recent annual report or similar compliance documents and other applicable notices required to be filed with any Governmental Authority with respect to such plan; and (2) any document comparable to the determination letter referenced pursuant to clause (C) above issued by a Governmental Authority relating to the satisfaction of Law necessary to obtain the most favorable Tax treatment. Employee Plans shall not include Referral Agreementslaw.

Employee Plans. (a) Section 3.18(a) 3.19 of the Company Disclosure Letter Schedule sets forth a true, correct and complete list, as of the date hereof, of each material Employee Plan. For purposes of this Agreement, “Employee Plan” shall mean (collectively) list of: (i) each all “employee benefit planplans,” (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA), whether or not subject to ERISA; and (ii”) each other employment, individual independent contractor or other service, bonus, stock option, stock purchase or other equity-based, post-employment welfare benefit, incentive compensation, profit sharing, savings, retirement, disability, insurance, vacation, deferred compensation, severance, termination, retention, change in control compensation, fringe, welfare or other benefit or compensation plans, programs, agreements, contracts, policies or binding arrangements (whether or not in writing) (x) in each case that are sponsored, maintained or contributed to (or required to be contributed to) by any member of the Company Group; or (y) otherwise, under or with respect to which the Company Group or any of its subsidiaries has any obligation or liability, contingent or otherwise. With respect to each material Employee Planotherwise (the “Benefit Plans”); (ii) all current directors, to the extent applicable, officers and employees of the Company and its subsidiaries; and (iii) all employment, consulting, termination, profit sharing, severance, change of control, individual compensation and indemnification agreements, and all bonus and other incentive compensation, deferred compensation, salary continuation, disability, severance, equity award, unit option, unit purchase, educational assistance, legal assistance, club membership, employee discount, employee loan, credit union and vacation agreements, policies and arrangements under which the Company or any of its subsidiaries has any obligation or liability (contingent or otherwise) in respect of any current or former officer, director, employee, consultant or contractor of the Company or any of its subsidiaries (the “Employee Arrangements”). (b) In respect of each Benefit Plan and Employee Arrangement, a complete and correct copy of each of the following documents (if applicable) has been made available to Parent true, correct and complete copies of Holdings: (Ai) the current most recent plan document and related trust documents, and all amendments thereto; (B) any related trust agreement, service provider agreements or underlying insurance contract, funding arrangement, or administrative and service provider agreements now in effect; (Cii) the most recent summary plan description, and all related summaries of modifications thereto; (iii) the most recent Form 5500 (including schedules and attachments); (iv) the most recent Internal Revenue Service (“IRS”) determination, opinion or advisory notification letter; and (v) each written Employee Arrangement, and all amendments thereto. (c) None of the Benefit Plans or Employee Arrangements is subject to Title IV of ERISA, constitutes a defined benefit retirement plan or is a multiemployer plan described in Section 3(37) of ERISA, and none of the Company or any of its subsidiaries has any obligation or liability (contingent or otherwise) in respect of any such plans. (d) The Benefit Plans and their related trusts intended to qualify under Sections 401 and 501(a) of the Code, respectively, have either received a favorable determination, opinion or notification letter received regarding from the tax-IRS with respect to each such Benefit Plan as to its qualified status under the Code, or has remaining a period of time under applicable U.S. Treasury Regulations or IRS pronouncements in which to apply for such a letter and make any amendments necessary to obtain a favorable determination as to the qualified status of each such Benefit Plan. (e) All contributions and other payments required to have been made by the Company or any of its subsidiaries to or under any Benefit Plan or Employee Arrangement by applicable Law or the terms of such Benefit Plan or Employee Arrangement (or any agreement relating thereto) have been timely and properly made. (f) The Benefit Plans and Employee Arrangements have been maintained and administered in all material respects in accordance with their terms and applicable Laws. (g) There are no pending or, to the Knowledge of the Company, threatened actions, claims, suits or proceedings against or relating to any Benefit Plan or Employee Arrangement (other than routine benefit claims by persons entitled to benefits thereunder) and, to the Knowledge of the Company, there are no facts or circumstances which could reasonably be expected to form the basis for any of the foregoing. (h) None of the Company or any of its subsidiaries has any obligation or liability (contingent or otherwise) to provide post-retirement life insurance or health benefits coverage for current or former officers, directors, employees, consultants or contractors except (i) as may be required under Part 6 of Title I of ERISA, (ii) a medical expense reimbursement account plan pursuant to Section 125 of the Code, or (iii) through the last day of the calendar month in which the participant terminates employment. (i) Neither the execution and delivery of any of the Transaction Documents nor the consummation of any of the Contemplated Transactions will (i) result in any payment becoming due to any director, officer, employee, consultant or contractor (current, former or retired) of the Company or any of its subsidiaries, (ii) increase any benefits under any Benefit Plan or Employee Arrangement or (iii) result in the acceleration of the time of payment of, vesting of, or other rights in respect of any such Employee benefits (except as which may be required by the partial or full termination of any Benefit Plan that is intended to be qualified under Section 401(a) 401 of the Code; ). No Benefit Plan or Employee Arrangement in effect immediately prior to the Closing Date would result, individually or in the aggregate (Dincluding as a result of this Agreement, any of the Transaction Documents or any of the Contemplated Transactions), in the payment of any “excess parachute payment” within the meaning of Section 280G of the Code. (j) the most recent financial statement; (E) the most recently filed Form 5500 Annual Returns/Reports and schedules; (F) the current summary plan description; (G) the most recent actuarial valuation report; (H) any material, Each Benefit Plan or Employee Arrangement that is a non-routine correspondence qualified deferred compensation plan or arrangement subject to Section 409A of the Code has been operated and administered in good faith compliance with Section 409A of the Code from the period beginning January 1, 2007, or from the date such Benefit Plan or Employee Arrangement was established, whichever date is later, through the date hereof. (k) The Company has made available to Holdings a Governmental Authority dated within true, complete and correct list of the past three following (3if applicable) years; for each current employee, consultant and (I) with respect to each material Employee Plan that is maintained in any non-United States jurisdiction primarily for the benefit of any employee contractor of the Company Group whose principal work location is outside of the United States (the “International Employee Plans”), to the extent applicable, (1) the most recent annual report or similar compliance documents required to be filed with and its subsidiaries: base salary; any Governmental Authority with respect to such planbonus obligations; immigration status; hire date; time-off balance; and (2) any document comparable to the determination letter referenced pursuant to clause (C) above issued by a Governmental Authority relating to the satisfaction of Law necessary to obtain the most favorable Tax treatment. Employee Plans shall not include Referral Agreementspay rate.

Employee Plans. Section 3.18(a(a) The Company Disclosure Schedule lists each of the Company Disclosure Letter sets forth a truefollowing plans, correct contracts, policies and complete listarrangements which is or, as of within six years prior to the date hereof, was sponsored, maintained or contributed to by, or otherwise binding upon the Company or, in the case of each material Employee Plan. For purposes of this Agreement, “Employee Plan” shall mean (collectively) (i) each “an "employee benefit plan” " (as defined in Section 3(3) of ERISA), an ERISA Affiliate for the benefit of any current or former employee, director or other personnel (including any such plan, contract, policy or arrangement approved or adopted before, but effective on or after, the date of this Agreement): (i) any "employee benefit plan," as such term is defined in Section 3(3) of ERISA, whether or not subject to the provisions of ERISA; (ii) any personnel policy; and (iiiii) each any other employment, individual independent contractor or other serviceconsulting, bonuscollective bargaining, stock option, stock purchase bonus, stock purchase, phantom stock, employee stock ownership (including investment credit or other equitypayroll stock ownership), incentive, bonus, profit-based, post-employment welfare benefit, incentive compensation, profit sharing, savings, retirement, disability, insurance, vacationthrift-sharing, deferred compensation, retirement, severance, terminationvacation, retentiondependent care, change in control compensationemployee assistance, fringewelfare, welfare fringe benefit, medical, dental, sick leave, death benefit, golden parachute or other compensatory plan, contract, policy or arrangement which is not an employee benefit or compensation plansplan as defined in Section 3(3) of ERISA (each such plan, programscontract, agreements, contracts, policies or binding arrangements policy and arrangement being herein referred to as an "Employee Plan"). (whether or not in writingb) (x) in each case that are sponsored, maintained or contributed to (or required to be contributed to) by any member of the Company Group; or (y) otherwise, under or with respect to which the Company Group has any obligation or liability, contingent or otherwise. With respect to each material Employee Plan, to the extent applicable, the Company has made available delivered to Parent true, correct the Purchasers true and complete copies of (i) each contract, plan document, policy statement, summary plan description and other written material governing or describing the Employee Plan and/or any related funding arrangements (including, without limitation, any related trust agreement or insurance company contract) or, if there are no such written materials, a summary description of the Employee Plan; and (ii), where applicable, (A) the current plan document and amendments theretolast two annual reports (5500 series) filed with the IRS or the Department of Labor; (B) any related trust agreement, service provider agreements or underlying insurance contract, funding arrangement, or administrative the most recent balance sheet and service provider agreements now in effectfinancial statement; (C) the most recent determination, opinion actuarial report or advisory letter received regarding the tax-qualified status of any such Employee Plan that is intended to be qualified under Section 401(a) of the Codevaluation statement; and (D) the most recent financial statementdetermination letter issued by the IRS, as well as any other determination letter, private letter ruling, opinion letter or prohibited transaction exemption issued by the IRS or the Department of Labor within the last six years and any application therefor which is currently pending. (c) Each Employee Plan has been maintained and administered in all material respects in accordance with its terms and in compliance with the provisions of applicable law, including, without limitation, applicable disclosure, reporting, funding and fiduciary requirements imposed by ERISA and/or the Code. All contributions, insurance premiums, benefits and other payments required to be made to or under each Employee Plan have been made timely and in accordance with the governing documents and applicable law and have been reflected on the Financial Statements in accordance with GAAP. With respect to each Employee Plan, (i) no application, proceeding or other matter is pending before the IRS, the Department of Labor, the PBGC or any other governmental agency; (Eii) no action, suit, proceeding or claim (other than routine claims for benefits) is pending or, to the most recently filed Form 5500 Annual Returns/Reports and schedules; (F) Knowledge of the current summary plan description; (G) the most recent actuarial valuation report; (H) any materialCompany, non-routine correspondence to or from a Governmental Authority dated within the past three (3) yearsthreatened; and (Iiii) with no facts exist which could reasonably be expected to give rise to an action, suit, proceeding or claim which, if asserted, could result reasonably be expected to result in a material Liability or expense to the Company or the plan assets. (d) With respect to each material Employee Plan that which is maintained in any an "employee benefit plan" within the meaning of Section 3(3) of ERISA or which is a "plan" within the meaning of Section 4975(e) of the Code, there has occurred no non-United States jurisdiction primarily for the benefit exempt transaction which is prohibited by Section 406 of any employee ERISA or which constitutes a "prohibited transaction" under Section 4975(c) of the Code. (e) The Company Group whose principal work location Disclosure Schedule identifies each funded Employee Plan which is outside an employee pension plan within the meaning of the United States (the “International Employee Plans”Section 3(2), to the extent applicable, (1) the most recent annual report or similar compliance documents required to be filed with any Governmental Authority with respect to such plan; and (2) any document comparable to the determination letter referenced pursuant to clause (C) above issued by a Governmental Authority relating to the satisfaction of Law necessary to obtain the most favorable Tax treatment. Employee Plans shall not include Referral Agreements.

Employee Plans. Section 3.18(a‎3.20(a) of the Company Disclosure Letter sets forth contains a true, correct and complete list, as of the date hereof, of each material Employee Plan. For purposes of this Agreement, of all material Employee Plans. An “Employee Plan” shall mean (collectively) is: (i) each all “employee benefit planplans” (as defined in Section 3(3) of ERISA), whether or not subject to ERISA); and (ii) each all other employment, individual independent contractor or other service, bonus, stock or share option, stock purchase or share purchase, stock or share unit, phantom stock or share, stock or share appreciation right, other equity-based, post-employment welfare based benefit, incentive compensation, profit sharing, savings, retirement, jubilee payment, 13th and 14th month bonus, disability, health, medical, retiree medical, hospitalization, life or other welfare benefit insurance, vacation, holiday pay, paid time off, incentive or deferred compensation, profit-sharing, severance, termination, retention, change in of control compensation, or other similar fringe, welfare or other employee benefit or compensation plans, programs, agreements, contractsContracts, policies or binding arrangements (whether or not in writing) (x) in each case that are sponsoredmaintained, maintained or administered, contributed to (or required to be contributed to) sponsored by the Company or any member of its Subsidiaries for the benefit of any current or former employee, individual consultant, officer or director of the Company Group; or (y) otherwiseany of its Subsidiaries or any beneficiary or dependent thereof, under or with respect to which the Company Group or any of its Subsidiaries has or reasonably could be expected to have any obligation or liability, contingent or otherwise, excluding, in each case, any “multiemployer plan” (as defined in Section 3(35) of ERISA) or any plan or arrangement sponsored, maintained, or administered by a Governmental Authority. With respect to each material Employee Plan, to the extent applicableapplicable and, with respect to each Employee Plan maintained outside of the United States, to the extent reasonably available, the Company has made available to Parent true, correct and complete copies a copy of (A) the current plan document documents (including any amendments) and amendments theretothe most recent summary plan descriptions; (B) any related trust agreementagreements, service provider agreements insurance Contracts, insurance policies or underlying insurance contractother documents of any funding arrangements, funding arrangementin each case, or administrative and service provider agreements now as currently in effect; (C) the most recently prepared actuarial report and financial statements in connection with each such Employee Plan; (D) the nondiscrimination testing report (or safe harbor notice) for the most recently completed plan year; (E) any notices to or from the IRS or any office or representative of the United States Department of Labor or any similar Governmental Authority relating to any compliance issues in respect of any such Employee Plan within the past year; (F) the most recent determination, determination or opinion or advisory letter received regarding from the tax-qualified status of any such Employee Plan that is intended to be qualified under Section 401(a) of the CodeIRS; (D) the most recent financial statement; (E) the most recently filed Form 5500 Annual Returns/Reports and schedules; (F) the current summary plan description; (G) the most recent actuarial valuation report; (H) any material, non-routine correspondence to or from a Governmental Authority dated within the past three (3) years; annual reports on Form 5500 and (I) with respect to each material Employee Plan that is maintained in any non-United States jurisdiction primarily for the benefit of any employee of the Company Group whose principal work location is outside of the United States (the “International Employee Plans”), to the extent applicable, (1) the most recent annual report or similar compliance documents required to be filed with any Governmental Authority with respect to such plan; all schedules and (2) any document comparable to the determination letter referenced pursuant to clause (C) above issued by a Governmental Authority relating to the satisfaction of Law necessary to obtain the most favorable Tax treatment. Employee Plans shall not include Referral Agreementsattachments thereto.

Employee Plans. (a) Section 3.18(a2.16(a) of the Company Disclosure Letter Schedule sets forth a true, correct and complete list, as of the date hereof, of each material Employee Plan. For purposes of this Agreement, “Employee Plan” shall mean (collectively) list of: (i) each all “employee benefit planplans,” (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), whether or not subject to ERISA; and (ii) each other employment, individual independent contractor or other service, bonus, stock option, stock purchase or other equity-based, post-employment welfare benefit, incentive compensation, profit sharing, savings, retirement, disability, insurance, vacation, deferred compensation, severance, termination, retention, change in control compensation, fringe, welfare or other benefit or compensation plans, programs, agreements, contracts, policies or binding arrangements (whether or not in writing) (x) in each case that are sponsored, maintained or contributed to (or required to be contributed to) by any member of the Company Group; or (y) otherwise, under or with respect to which the Company Group has any obligation or liability, contingent or otherwise (the “Benefit Plans”); (ii) all current managers and officers of the Company; and (iii) all employment, consulting, termination, profit sharing, severance, change of control, individual compensation and indemnification agreements, and all bonus and other incentive compensation, deferred compensation, salary continuation, disability, severance, equity award, option, equity purchase, educational assistance, legal assistance, club membership, employee discount, employee loan, credit union and vacation agreements, policies and arrangements under which the Company has any obligation or liability (contingent or otherwise) in respect of any current or former officer, manager, employee, consultant or contractor of the Company (the “Employee Arrangements”), other than as previously provided to the Buyer in writing. (b) If applicable, in respect of each Benefit Plan and Employee Arrangement, a complete and correct copy of each of the following documents (if applicable) has been made available to the Buyer: (i) the most recent plan and related trust documents, and all amendments thereto; (ii) the most recent summary plan description, and all related summaries of material modifications thereto; (iii) the most recent Form 5500 (including schedules and attachments); and (iv) each written Employee Arrangement, and all amendments thereto. With respect The Company does not maintain any qualified retirement plans. (c) If applicable, all premium payments required to each have been made by the Company have been timely and properly made or accrued. (d) If applicable, the Benefit Plans and Employee Arrangements have been maintained and administered in accordance with their terms and applicable Laws in all material Employee Planrespects; unless otherwise disclosed within Section 2.16(d) of the Company Disclosure Schedule. (e) Except as set forth on Section 2.16(e) of the Company Disclosure Schedule or otherwise previously disclosed in writing to the Buyer, there are no pending or, to the extent applicableKnowledge of the Company, threatened actions, claims, suits or proceedings against or relating to any Benefit Plan or Employee Arrangement (other than routine benefit claims by persons entitled to benefits thereunder) and, to the Knowledge of the Company, there are no facts or circumstances which could reasonably be expected to form the basis for any of the foregoing. (f) Except as set forth on Section 2.16(f) of the Company Disclosure Schedule, the Company has made available no obligation or liability (contingent or otherwise) to Parent trueprovide post-retirement life insurance or health benefits coverage for current or former officers, correct and complete copies managers, employees, consultants or contractors except (i) as may be required under Part 6 of Title I of ERISA, (Aii) a medical expense reimbursement account plan pursuant to Section 125 of the current plan document and amendments thereto; (B) any related trust agreement, service provider agreements or underlying insurance contract, funding arrangementCode, or administrative (iii) through the last day of the calendar month in which the participant terminates employment. (g) None of the assets of any Benefit Plan is equity of the Company. (h) Except as set forth on Section 2.16(h) of the Company Disclosure Schedule, neither the execution and service provider agreements now delivery of any of the Transaction Documents nor the consummation of any of the Contemplated Transactions will (i) result in effect; any payment becoming due to any manager, officer, employee, consultant or contractor (Ccurrent, former or retired) of the most recent determinationCompany, opinion (ii) increase any benefits under any Benefit Plan or advisory letter received regarding Employee Arrangement or (iii) result in the tax-qualified status acceleration of the time of payment of, vesting of, or other rights in respect of any such Employee benefits (except as may be required by the partial or full termination of any Benefit Plan that is intended to be qualified under Section 401(a) 401 of the Code; ). No Benefit Plan or Employee Arrangement in effect immediately prior to the Closing Date would result, individually or in the aggregate (D) including as a result of this Agreement, any of the most recent financial statement; (E) Transaction Documents or any of the most recently filed Form 5500 Annual Returns/Reports and schedules; (F) Contemplated Transactions), in the current summary plan description; (G) the most recent actuarial valuation report; (H) payment of any material, non-routine correspondence to or from a Governmental Authority dated “excess parachute payment” within the past three meaning of Section 280G of the Code. (3i) years; and (I) with respect to each material Employee Plan that is maintained in The Company has not entered into any non-United States jurisdiction primarily for the benefit of qualified deferred compensation plan or arrangement with any employee of the Company Group whose principal work location is outside of the United States (the “International Employee Plans”), to the extent applicable, (1) the most recent annual report or similar compliance documents required to be filed with any Governmental Authority with respect to such plan; and (2) any document comparable to the determination letter referenced pursuant to clause (C) above issued by a Governmental Authority relating to the satisfaction of Law necessary to obtain the most favorable Tax treatment. Employee Plans shall not include Referral Agreementsservice provider.

Employee Plans. Section 3.18(a(a) of the Company Disclosure Letter SCHEDULE 2.9 sets forth a true, correct true and complete listlist of all bonus, as of the date hereof, of each material Employee Plan. For purposes of this Agreement, “Employee Plan” shall mean (collectively) (i) each “employee benefit plan” (as defined in Section 3(3) of ERISA), whether or not subject to ERISA; and (ii) each other employment, individual independent contractor or other service, bonuspension, stock option, stock purchase or other equity-basedpurchase, post-employment welfare benefit, incentive compensationwelfare, profit profit-sharing, savings, retirement, disability, insurance, vacation, deferred compensation, retainer, consulting, retirement, welfare, disability, vacation, severance, terminationhospitalization, retentioninsurance, change in control compensationincentive, fringe, welfare deferred compensation and other similar fringe or other employee benefit or compensation plans, programsfunds, agreementsprograms or arrangements, contractswhether written or oral, policies in each of the foregoing cases which cover, are maintained for the benefit of, or binding arrangements relate to any or all current or former Business Personnel, and any other entity (whether or not in writing"ERISA AFFILIATE") related to it under Section 414(b), (c), (m) and (o) of the Internal Revenue Code (the "CODE") (x) in each case that are sponsored, maintained or contributed to (or required to be contributed to) by any member of the Company Group; or (y) otherwise, under or with respect to which the Company Group has any obligation or liability, contingent or otherwise"EMPLOYEE PLANS"). With respect to each material Employee Plan, Brite will make available to Buyer upon request, to the extent applicable, the Company has made available to Parent true, correct true and complete copies of (Ai) the current all plan document and amendments thereto; documents, (B) any related trust agreement, service provider agreements or underlying insurance contract, funding arrangement, or administrative and service provider agreements now in effect; (Cii) the most recent determination, opinion or advisory determination letter received regarding from the tax-qualified status of any such Employee Plan that is intended to be qualified under Section 401(a) of the Code; Internal Revenue Service, (Diii) the most recent financial statement; application for determination filed with the Internal Revenue Service, (Eiv) the most recently filed latest actuarial valuations, (v) the latest financial statements, (vi) the latest Form 5500 Annual Returns/Reports Report, including Schedule A and schedules; Schedule B thereto, (Fvii) the current summary plan description; all related trust agreements, insurance contracts or other funding arrangements which implement any of such Employee Plans, (Gviii) the most recent actuarial valuation report; (H) any materialall Summary Plan Descriptions and summaries of material modifications and all modifications thereto communicated to employees, non-routine correspondence to or from a Governmental Authority dated within the past three (3) years; and (Iix) in the case of stock options or stock appreciation rights issued under any Employee Plan, a list of holders, dates of grant, number of shares, exercise price per share and dates exercisable. Neither Brite nor any ERISA Affiliate of Brite has any liability or contingent liability with respect to each material the Employee Plan that is maintained in Plans, nor will any non-United States jurisdiction primarily for the benefit of any employee of the Company Group whose principal work location is outside of the United States (the “International Employee Plans”)Acquired Assets be subject to any lien, charge or claim relating to the extent applicable, (1) the most recent annual report or similar compliance documents required to be filed with any Governmental Authority obligations of Brite with respect to Business Personnel or Employee Plans. (b) Neither Brite nor any ERISA Affiliate sponsors or has sponsored, maintained, contributed to, incurred an obligation to contribute to or withdraw from, any Multi-Employer Plan (as defined in Section 4000(a)(3) of ERISA) or any Multiple-Employer Plan (as defined in ERISA Sections 4063 or 4064 or Code Section 413) related to Business Personnel, whether or not terminated, for which any withdrawal or partial withdrawal liability has been or could be incurred, whether or not any such liability has been asserted by or on behalf of any such plan; and . (2c) There are no contracts, agreements, plans or arrangements covering any document comparable Business Personnel with "change of control" or similar provisions (each, a "CHANGE OF CONTROL ARRANGEMENT"). There is no contract, agreement, plan or arrangement covering Brite, or any Business Personnel, that individually or collectively could give rise to the determination letter referenced payment of any amount that would not be deductible pursuant to clause (C) above issued by a Governmental Authority the terms of Section 280G of the Code. Neither Brite or any of its ERISA Affiliates has incurred any liability with respect to Business Personnel under the Worker Adjustment Retraining and Notification Act or any similar state law relating to employment termination in connection with a mass layoff, plant closing or similar event, and the satisfaction of Law necessary transactions contemplated by this Agreement will not give rise to obtain the most favorable Tax treatment. Employee Plans shall not include Referral Agreementsany such liability.

Employee Plans. (a) Section 3.18(a3.10(a) of the Company Disclosure Letter sets forth a true, correct complete and complete accurate list, as of the date hereofof this Agreement, of all Employee Benefit Plans of the Company and each material Employee PlanCompany Subsidiary. For purposes of this Agreement, “Employee Plan” shall mean (collectively) Benefit Plan of the Company and each Company Subsidiary means any material: (i) each “employee pension benefit plan” (as defined in Section 3(33(2) of ERISA), whether or not subject to ERISA; and (ii) each other employment“employee welfare benefit plan” (as defined in Section 3(1) of ERISA), individual independent contractor and (iii) bonus or other service, bonusincentive, stock option, equity incentive, restricted stock, stock purchase or other equitybonus, change-based, postof-employment welfare benefit, incentive compensation, profit sharing, savings, retirement, disability, insurance, vacation, deferred compensationcontrol, severance, terminationdeferred bonus or salary reduction plan, retentionprogram or agreement, change in control compensation, fringe, welfare or other benefit or compensation plans, programs, agreements, contracts, policies or binding arrangements (whether or not in writing) (x) in each case that are which is sponsored, maintained or contributed to (or required to be contributed to) by any member of the Company Group; or (y) otherwiseany Company Subsidiary, under or with respect to which the Company Group or any Company Subsidiary has any obligation or material liability, contingent or otherwise. . (b) With respect to each material Employee Benefit Plan, to the extent applicable, the Company has made available to Parent trueor its designee a complete and accurate copy, correct and complete copies to the extent applicable, of (i) such Employee Benefit Plan, (ii) for the most recent year (A) the current plan document Forms 5500 and amendments thereto; attached schedules, (B) any related financial statements, and (C) actuarial valuation reports, (iii) each trust or funding agreement, service provider agreements or underlying insurance contractpolicies, funding arrangementgroup annuity contract and summary plan description and any material modifications thereto, or administrative and service provider agreements now in effect; if any, (Civ) the most recent determinationdetermination letter (or, if applicable, advisory or opinion or advisory letter received letter) from the IRS and (v) for the last three years, all material correspondence with the IRS, the United States Department of Labor (the “DOL”), the Pension Benefit Guaranty Corporation (the “PBGC”), the SEC and any other Governmental Authority regarding the tax-qualified status operation or the administration of any such Employee Benefit Plan. (c) Each Employee Benefit Plan has been administered, to the Company’s Knowledge, in all respects (i) in accordance with ERISA, the Code and all other applicable Laws and (ii) in accordance with the relevant Employee Benefit Plan’s terms. (d) Each Employee Benefit Plan that is intended to be qualified under Section 401(a) of the Code has received a determination, opinion or advisory letter from the IRS (on which company has reliance) to the effect that such Employee Benefit Plan is qualified and the plan and trust related thereto are exempt from federal income taxes under Sections 401(a) and 501(a), respectively, of the Code; , the Company has not as of the date of this Agreement received any written notice that any such determination or opinion letter has been revoked and nothing has occurred since the date of such determination that could adversely affect the qualified status of any such Employee Benefit Plan or which would cause the Company to lose reliance on such letter. (De) The Company has not (i) within the most recent financial statement; last six (E6) years ever sponsored, maintained contributed to or had any liability in respect of a defined benefit pension plan (as defined in Section 3(35) of ERISA or other applicable Laws) or plan subject to Section 412 of the most recently filed Form 5500 Annual Returns/Reports and schedules; Code or Title IV of ERISA or (Fii) at any time sponsored or contributed to, or had any liability in respect of, a “multiemployer plan” (as defined in Section 4001(a)(3) of ERISA or other applicable Laws). (f) The consummation of the current summary plan description; Transactions will not result (Geither alone or in combination with any other event) the most recent actuarial valuation report; in: (Hi) any materialpayment of, non-routine correspondence or material increase in, any material remuneration or benefits to any current or from a Governmental Authority dated within the past three (3) years; and (I) with respect to each material Employee Plan that is maintained in any non-United States jurisdiction primarily for the benefit of any former director or employee of the Company Group whose principal work location is outside or any Company Subsidiary; (ii) any cancellation of Indebtedness owed to the Company or any Company subsidiary by any director or employee of the United States Company or any Company Subsidiary; (iii) except as contemplated by this Agreement, the acceleration of the vesting, funding or time of any payment or benefit to any current or former director or employee of the Company or any Company Subsidiary; or (iv) severance pay or any increase in severance pay upon any termination of employment after the date of this Agreement. (g) Neither the Company nor any Company Subsidiary has incurred any current or projected material liability in respect of post-employment health, medical or life insurance benefits or other welfare type benefits for any current or former directors, officers or employees (or any spouse or other dependent thereof) of the Company, except as may be required under the Consolidated Omnibus Budget Reconciliation Act of 1986, as amended (“International Employee PlansCOBRA”), or other applicable Laws. (h) With respect to any Employee Benefit Plan, (i) no actions, liens, lawsuits, claims or complaints (other than routine claims for benefits) that are material to the Company and the Company Subsidiaries, taken as a whole, are pending or, to the Company’s Knowledge, threatened, against the Company or any Company Subsidiary (ii) no written notice has been received from the PBGC in respect of any Employee Benefit Plan concerning the funded status of any such plan or any transfer of assets and liabilities from any such plan in connection with the Transactions, and (iii) no administrative investigation or audit by the DOL, the PBGC, the IRS or any other governmental agency is pending, in progress or, to the Company’s Knowledge, threatened against the Company or any Company Subsidiary. (i) All contributions (including all employer contributions and employee salary reduction contributions) or premium payments required to have been made under the terms of any Employee Benefit Plan, or in accordance with applicable Law, as of the date of this Agreement have been made or reflected on the Company’s consolidated financial statements to the extent applicablerequired by GAAP, (1) the most recent annual report and all contributions or similar compliance documents required to be filed with premium payments for any Governmental Authority with respect to such plan; and (2) any document comparable period ending on or prior to the determination letter referenced pursuant to clause (C) above issued by a Governmental Authority relating Acceptance Time which are not yet due will, on or prior to the satisfaction Acceptance Time, have been paid or accrued on the Company’s consolidated financial statements in accordance with GAAP. (j) Section 3.10(a) of Law necessary the Company Disclosure Letter lists each agreement, contract, plan or other arrangement, whether or not written and whether or not an Employee Benefit Plan to obtain which Company or any Company Subsidiary is a party that is a nonqualified deferred compensation plan subject to Code Section 409A. To the most favorable Tax treatment. Company’s Knowledge, each such Employee Plans shall not include Referral Agreements.Benefit Plan complies with or satisfies an exemption from Code Section 409A.

Employee Plans. (a) Section 3.18(a3.11(a) of the Company Disclosure Letter sets forth a true, correct and complete list, as of the date hereof, of each material Employee Plan. For purposes of this Agreement, “Employee Plan” shall mean (collectively) (i) each “Schedule lists all "employee benefit plan” (plans," as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), whether and all other employee benefit plans or not subject other benefit arrangements, including executive compensation, directors' benefit, bonus or other incentive compensation, severance and deferred compensation plans and practices which the Company or any of its subsidiaries maintains, is a party to, contributes to or has any obligation to or liability for (each a "Company Benefit Plan" and collectively, the "Company Benefit Plans"). (b) True, correct and complete copies or descriptions of each Company Benefit Plan (and, where applicable, the most recent summary plan description, actuarial report, determination letter, most recent Form 5500 and trust agreement) have been delivered to AGT for review prior to the date hereof. (c) As of the date hereof, except as disclosed on Section 3.11(c) of the Company Disclosure Schedule, (i) all material payments required to be made by or under any Company Benefit Plan, any related trusts, or any collective bargaining agreement have been made; (ii) the Company and its subsidiaries have performed all material obligations required to be performed by them under any Company Benefit Plan; (iii) the Company Benefit Plans have been administered in material compliance with their terms and the requirements of ERISA, the Code and other applicable laws; (iv) there are no actions, suits, arbitrations or claims (other than routine claims for benefit) pending or, to the knowledge of the Company, threatened with respect to any A-9 14 Company Benefit Plan; and (iiv) each other employmentthe Company and its subsidiaries have no liability as a result of any "prohibited transaction" (as defined in Section 406 of ERISA and Section 4975 of the Code) for any excise tax or civil penalty. (d) Except as disclosed on Section 3.11(d) of the Company Disclosure Schedule, individual independent contractor none of the Company Benefit Plans is subject to Title IV of ERISA. (e) Except as set forth on Section 3.11(e) of the Company Disclosure Schedule, the Company and its subsidiaries have not incurred any unsatisfied withdrawal liability with respect to any multiemployer plan as defined in Section 4001(a)(3) of ERISA. (f) Section 3.11(f) of the Company Disclosure Schedule sets forth a list of all "employee pension plans," as defined on Section 3(2) of ERISA, maintained by the Company or other service, bonus, stock option, stock purchase any of its subsidiaries on any trade or other equity-based, post-employment welfare benefit, incentive compensation, profit sharing, savings, retirement, disability, insurance, vacation, deferred compensation, severance, termination, retention, change in control compensation, fringe, welfare or other benefit or compensation plans, programs, agreements, contracts, policies or binding arrangements business (whether or not in writingincorporated) which are under control, or which are treated as a single employer, with the Company under Section 414(b), (xc), (m) in each case that are sponsoredor (o) of the Code (an "ERISA Affiliate"), maintained or to which the Company, its Subsidiaries or any ERISA Affiliate contributed or is obligated to contribute thereunder (or required to be contributed to"Company Pension Plans"). Except as set forth on Section 3.11(f) by any member of the Company GroupDisclosure Schedule, each of the Pension Plans which is intended to be "qualified" within the meaning of Section 401(a) and 401(k), if applicable, and 501(a) of the Code has been determined by the Internal Revenue Service to be so "qualified" and, to the knowledge of the Company, there is no fact which would adversely affect the qualified status of any such Company Pension Plan. (g) Except as set forth on Section 3.11(g) of the Company Disclosure Schedule, neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (i) result in any payment becoming due, or increase the amount of compensation due, to any current or former employee of the Company or any of its subsidiaries; (ii) increase any benefits otherwise payable under any Company Benefit Plan; or (yiii) otherwise, under result in the acceleration of the time of payment or with respect to which the Company Group has vesting of any obligation or liability, contingent or otherwise. With respect to each material Employee Plan, such benefits. (h) If and to the extent applicable, no Company Benefit Plan has or has incurred an accumulated funding deficiency within the meaning of Section 302 of ERISA or Section 412 of the Code, nor has any waiver of the minimum funding standards of Section 302 of ERISA and Section 412 of the Code been requested of or granted by the IRS with respect to any Company Benefit Plan, nor has any lien in favor of any such plan arisen under Section 412(n) of the Code or Section 302(f) of ERISA. Except as indicated on Schedule 3.11(h) of the Company has made available Disclosure Schedule, no Company Benefit Plan is self funded by the Company. Except as disclosed on Schedule 3.11(h) of the Company Disclosure Schedule, with respect to Parent trueany insurance policy providing funding for benefits under any Company Benefit Plan, correct and complete copies there is no liability of (A) the current plan document and amendments thereto; (B) any related trust agreementCompany in the nature of a retroactive rate adjustment, service provider agreements or underlying insurance contract, funding loss sharing arrangement, or administrative other actual or contingent liability, and service provider agreements now in effect; (C) there will be no such liability arising wholly or partially out of events occurring prior to the most recent determinationexecution of this Agreement, opinion or advisory letter received regarding the tax-qualified status of nor would there be any such Employee Plan that is intended to be qualified under Section 401(a) liability if the Company cancelled such policy as of the Code; (D) the most recent financial statement; (E) the most recently filed Form 5500 Annual Returns/Reports and schedules; (F) the current summary plan description; (G) the most recent actuarial valuation report; (H) any material, non-routine correspondence to or from a Governmental Authority dated within the past three (3) years; and (I) with respect to each material Employee Plan that is maintained in any non-United States jurisdiction primarily for the benefit of any employee of the Company Group whose principal work location is outside of the United States (the “International Employee Plans”), to the extent applicable, (1) the most recent annual report or similar compliance documents required to be filed with any Governmental Authority with respect to such plan; and (2) any document comparable to the determination letter referenced pursuant to clause (C) above issued by a Governmental Authority relating to the satisfaction of Law necessary to obtain the most favorable Tax treatment. Employee Plans shall not include Referral Agreementsdate hereof.