ERISA; Foreign Plans; Multiemployer Plans. Each Plan and each Foreign Plan complies with all applicable requirements of law and regulations and the provisions of the Plan documents except for a failure to comply which would not result in a material liability. No Benefit Plan has failed to satisfy the “minimum funding standard” (as defined in Section 412 of the Code or [Section 302] of ERISA), whether or not waived. Neither the Company nor any member of the Controlled Group has failed to make a required minimum contribution or, if applicable, a required installment, in either case, under Section 430(j) of the Code and of a material amount on or before the due date for such contribution or installment. Neither the Company nor any member of the Controlled Group has taken or failed to take any action which would constitute or result in a Termination Event which could reasonably be expected to subject the Company or a Controlled Group member to a material liability. Neither the Company nor any member of the Controlled Group has incurred any material liability to the PBGC which remains outstanding other than for the payment of premiums. For purposes of this [Section 6.9], “material” means any amount, noncompliance or other basis for liability which, individually or in the aggregate with each other basis for liability under this [Section 6.9], could reasonably be expected to subject the Company to liability having a Material Adverse Effect.

Multiemployer Plans. Neither the ​, ​ nor any ERISA Affiliate has incurred any material unpaid liability (including secondary liability) to any Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan under §4201 of ERISA or as a result of a sale of assets described in §4204 of ERISA. Neither the ​, ​ nor any ERISA Affiliate has been notified that any Multiemployer Plan is in reorganization, insolvent or “endangered” or “critical” status under and within the meaning of §4241, §4245 or §305, respectively, of ERISA or that any Multiemployer Plan intends to terminate or has been terminated under §4041A of ERISA.

ERISA and Foreign Plans. (i) The Company or an ERISA Affiliate shall fail to satisfy its contribution requirements under Section 412(c)(11) of the Code, whether or not it has sought a waiver under Section 412(d) of the Code, and such failure could result in liability of more than ​; # in the case of an ERISA Event involving the withdrawal from a Plan of a “substantial employer” (as defined in [Section 4001(a)(2)] or [Section 4062(e)] of ERISA), the withdrawing employer’s proportionate share of that Plan’s Unfunded Pension Liabilities is more than ​; # in the case of an ERISA Event involving the complete or partial withdrawal from a Multiemployer Plan, the withdrawing employer has incurred a Withdrawal Liability in an aggregate amount exceeding ​; # in the case of an ERISA Event not described in [clause [(ii) or (iii)])]])], the Unfunded Pension Liabilities of the relevant Plan or Plans exceed ​; or # in the case of a Foreign Plan Event, the Company or a Subsidiary shall incur liability in an aggregate amount exceeding ​; or

ERISA; Pension Plans. A Plan shall fail to maintain the minimum funding standard required by [Section 412(a)] of the IRC for any plan year or a waiver of such standard is sought or granted under [Section 412(c)], or a Plan is or shall have been terminated or the subject of termination proceedings under ERISA, or the Borrower or an ERISA Affiliate has incurred a liability to or on account of a Plan under [[Section 4062, 4063, 4064, 4201 or 4204]4]4]4]4]]4]4]4]4] of ERISA, and there shall result from any such event or events a Material Adverse Effect; or

Plans. No Borrower or Borrower Affiliate shall become a party to any Multiemployer Plan or Foreign Plan.

Plans. If it has not done so already, within ten (10) days after the Phase 1 Expansion Space Delivery Date, ​ shall deliver to ​ a space plan (the “​ Phase 1 Space Plan”) depicting ​’s desired improvements in the Phase 1 Expansion Space (the “Phase 1 ​ Improvements”). Within ten (10) days after receipt of the ​ Phase 1 Space Plan, ​ will review and approve or disapprove the ​ Phase 1 Space Plan in its reasonable discretion. If ​ disapproves the ​ Phase 1 Space Plan, it shall state with particularity the reasons for such disapproval. If disapproved, ​ shall revise the ​ Phase 1 Space Plan to address ​’s concerns and resubmit to ​ for review and approval or disapproval. Upon approval of the ​ Phase 1 Space Plan, ​ shall cause working drawings (hereafter, “​ Phase 1 Working Drawings”) of the Phase 1 ​ Improvements shown on the ​ Phase 1 Space Plan to be prepared and delivered to ​. The ​ Phase 1 Working Drawings shall consist of the plans and specifications in the form of working drawings or construction drawings identifying ​’s interior layout of the Phase 1 Expansion Space, including complete sets of architectural, structural, mechanical, electrical, and plumbing working drawings for all Phase 1 ​ Improvements, in each case to the extent applicable. The ​ Phase 1 Working Drawings shall include written instructions or specifications as may be necessary or required to secure a building permit from the City of Eden Prairie for said improvements to commence in due course. The ​ Phase 1 Working Drawings shall be prepared by architects and engineers selected by ​ and reasonably approved by

Benefit Plans. During the Employment Term, the Executive shall be eligible to participate in all retirement and employment benefit plans and programs of the Company that are generally available to senior executives of the Company. Executive may also receive long term incentive grants pursuant to the Company’s long-term incentive program(s). Such participation shall be pursuant to the terms and conditions of such plans and programs, as the same shall be amended from time to time. Except as otherwise provided herein, the Executive shall be entitled to receive relocation benefits consistent with the Company’s policy in effect from time to time with adjustments as approved by a representative of the Compensation Committee.

Subject only to such limitations or restrictions as may relate to the Executive personally, during the Initial Term or any Renewal Term, the Company will at the Executive’s request include the Executive in all of the Company’s employee benefits programs and plans (including, but not limited to, group medical plans) provided by the Company to its executive employees, for so long as such programs and plans are continued by the Company and are available to its executive employees generally, and the Company will pay the premium cost of such participation to the same extent as the Company pays for its other executives.

Incentive Plans. During the Employment Period, Employee shall be entitled # to participate in all of the management incentive plans of the Employer, and any successor or substitute plans; # to participate in long-term incentive plans of the Employer, and any successor or substitute plans; and, # to participate in all stock ownership, stock option, stock grant and similar plans of the Employer, and any successor or substitute plans (collectively, the “Incentive Plans”), in each case provided that senior management is eligible to participate therein.

Retirement Plans. During the term of Executive's employment under this Agreement, if and to the extent eligible, Executive will be entitled to participate in all Company Retirement Plans then in effect. For purposes of this Agreement, "Company Retirement Plans" means the Company's 401(k) Profit Sharing Plan and all operative employee pension benefit plans (tax-qualified and non-qualified plans) that may in the future be sponsored or maintained by the Company, all on the same basis generally applicable to similarly situated employees of the Company; provided, however, that nothing contained in this Agreement will, in any manner whatsoever, directly or indirectly, require or otherwise prohibit the Company from amending, modifying, curtailing, discontinuing, or otherwise terminating any Company Retirement Plan at any time (whether before or after the date of Executive's termination).