VeriSign (VRSN)

2.10 Employee and Labor Matters.

(a) Part 2.10(a) of the Disclosure Schedule accurately sets forth the name of each Business Employee, the date of hire by Seller for such employee and the service date for such employee.

(b) To the Knowledge of Seller: (i) no Business Employee has communicated any intention to terminate his or her employment with Seller or any of its Subsidiaries; and (ii) no Business Employee is a party to or is bound by any written confidentiality agreement, noncompetition agreement or other similar Contract (with any Person) that would reasonably be expected to have a material adverse effect on the performance by such employee of any of his duties or responsibilities as an employee of the Business.

(c) Neither Seller nor any Subsidiary of Seller is or has been a party to any collective bargaining agreement or other labor union contract applicable to any Business Employees. Seller and the applicable Subsidiaries of Seller have complied in all material respects with all applicable Legal Requirements pertaining to the employment or termination of employment of Business Employees related to the Business.

(d) With respect to each scheme or arrangement mandated by a Governmental Body other than the United States with respect to Business Employees and with respect to each plan, program, policy, practice or Contract providing for employment, compensation, deferred compensation, retirement benefits, severance, relocation, repatriation, expatriation, termination pay, performance awards, stock or stock-related awards, fringe benefits or other benefits, including each “employee benefit plan” within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) which is or has been maintained, contributed to, or required to be contributed to by Seller or any ERISA Affiliate (each, a “Seller Plan”) for the benefit of any current or former Business Employees that is subject to the laws of a jurisdiction outside of the United States (each, a “Non-U.S. Seller Plan”), the fair market value of the assets of each funded Non-U.S. Seller Plan, the liability of each insurer for any Non-U.S. Seller Plan funded through insurance or the book reserve established for any Non-U.S. Seller Plan, together with any accrued contributions, is sufficient in all material respects to procure or provide for the accrued benefit obligations, as of August 31, 2005, with respect to all current and former Business Employees in such Non-U.S. Seller Plan according to the actuarial assumptions and valuations most recently used to determine employer contributions to such Non-U.S. Seller Plan, and none of the Transactions or other actions contemplated by this Agreement shall cause such assets or insurance obligations to be materially less than such benefit obligations.

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