Exhibit 2.1

EXECUTION VERSION

AGREEMENT AND PLAN OF MERGER

among

NOKIA INC.,

NORTH ACQUISITION CORP.

And

NAVTEQ CORPORATION

Dated as of October 1, 2007

TABLE OF CONTENTS

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AGREEMENT AND PLAN OF MERGER, dated as of October 1, 2007 (this “ Agreement ”), among NOKIA INC., a Delaware corporation (“ Parent ”), NORTH ACQUISITION CORP., a Delaware corporation and a wholly owned subsidiary of Parent (“ Purchaser ”), NAVTEQ Corporation, a Delaware corporation (the “ Company ”), and solely for purposes of Section 7.08 and Article X, NOKIA CORPORATION, a corporation organized and existing under the laws of the Republic of Finland (“ Nokia ”).

WHEREAS, the respective boards of directors of Parent, Purchaser and the Company have each determined that it is in the best interests of their respective stockholders for Parent to acquire the Company upon the terms and subject to the conditions set forth herein;

WHEREAS, in furtherance of such acquisition, the respective boards of directors of Parent, Purchaser and the Company have each approved this Agreement and declared its advisability and approved the merger of Purchaser with and into the Company (the “ Merger ”) in accordance with the General Corporation Law of the State of Delaware (the “ DGCL ”), and on the terms and subject to the conditions set forth herein;

WHEREAS, the Company is entering into this Agreement, in part, in reliance on the guarantee of Nokia set forth in Section 10.13 hereof; and

WHEREAS, Parent, Purchaser and the Company desire to make certain representations, warranties, covenants and agreements in connection with this Agreement.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements herein contained, and intending to be legally bound hereby, Parent, Purchaser and the Company hereby agree as follows:

ARTICLE I

DEFINITIONS

SECTION 1.01   Definitions . (a)  For purposes of this Agreement:

“ affiliate ” of a specified person means a person who, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such specified person.

“ Board ” means the Board of Directors of the Company.

“ Business Day ” means any day on which the principal offices of the SEC in Washington, D.C. are open to accept filings, or, in the case of determining a date when any payment is due, any day (other than a Saturday or Sunday) on which (i) banks are not required or authorized to close in the City of New York and (ii) the Trans-European Automated Real-time Gross settlement Express Transfer System is not closed.

“ Company Licensed Intellectual Property ” means any and all Intellectual Property owned by a third person and licensed to the Company or a Subsidiary.

“ Company Owned Intellectual Property ” means any and all Intellectual Property that is owned by the Company or the Subsidiaries.

“ Company Products ” means all products and services (including Software) sold, licensed out or distributed by the Company or any of the Subsidiaries.

“ Company Registered Intellectual Property ” means the patent, trademark, copyright and Internet domain name applications and registrations filed in the name of the Company or any of the Subsidiaries or otherwise owned by the Company or any of the Subsidiaries.

“ Competing Transaction ” means any of the following: (i) any merger, amalgamation, consolidation, share exchange, business combination, recapitalization, liquidation, dissolution or other similar transaction involving the Company or any Material Subsidiary, (ii) any sale, lease, exchange, transfer or other disposition by the Company or any of its subsidiaries of 20% or more of the consolidated assets of the Company and its subsidiaries, (iii) any issuance or sale by the Company or any Material Subsidiary of securities (including warrants or other rights to purchase, or securities convertible into, such securities) representing 20% or more of the Shares outstanding or 20% or more of any class of equity securities of any Material Subsidiary or (iv) any tender offer or exchange offer that, if consummated, would result in any person beneficially owning 20% or more of the Shares outstanding; provided , however , that the term “Competing Transaction” shall not include (A) the Merger or (B) any merger, amalgamation, consolidation, share exchange, business combination, recapitalization, liquidation, dissolution or other similar transaction solely among the Company and one or more of its subsidiaries or among its subsidiaries.

“ control ” (including the terms “ controlled by ” and “ under common control with ”) means the possession, directly or indirectly, or as trustee or executor, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities, as trustee or executor, by contract or credit arrangement or otherwise.

“ Environmental Laws ” means any United States federal, state, local or non-United States Law relating to (i) releases or threatened releases of Hazardous Substances or materials containing Hazardous Substances; (ii) the manufacture, handling, transport, use, treatment, storage or disposal of Hazardous Substances or materials containing Hazardous Substances; or (iii) pollution or protection of the environment, health, safety or natural resources.

“ Hazardous Substances ” means (i) those substances defined in or regulated under the following United States federal statutes and their state counterparts, as each may be amended from time to time, and all regulations thereunder:  the Hazardous Materials Transportation Act, the Resource Conservation and Recovery Act, the Comprehensive Environmental Response, Compensation and Liability Act, the Clean Water Act, the Safe Drinking Water Act, the Atomic Energy Act, the Federal Insecticide, Fungicide, and Rodenticide Act and the Clean Air Act; (ii) petroleum and petroleum products, including crude oil and any fractions thereof; (iii) natural gas, synthetic gas, and any mixtures thereof; (iv) polychlorinated biphenyls, asbestos and radon; and (v) any other contaminant, substance, material or waste regulated by any Governmental Authority pursuant to any Environmental Law.

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“ Indebtedness ” means, with respect to any person, (i) all indebtedness of such person, whether or not contingent, for borrowed money; (ii) all obligations of such person evidenced by notes, bonds, debentures or other similar instruments; (iii) all obligations of such person as lessee under leases that have been or should be, in accordance with U.S. GAAP, recorded as capital leases; (iv) all obligations, contingent or otherwise, of such person under letter of credit or similar facilities; (v) all Indebtedness of others referred to in clauses (i) through (iv) above guaranteed directly or indirectly in any manner by such person, or in effect guaranteed directly or indirectly by such person.

“ Intellectual Property ” means (i) patents, patent applications and invention registrations of any type, (ii) trademarks, service marks, domain names, trade dress, logos, trade names, corporate names and other source identifiers, and registrations and applications for registration thereof, (iii) copyrightable works, copyrights, and registrations and applications for registration thereof, (iv) Software and (v) information that is confidential and proprietary, including trade secrets and know-how.

“ knowledge of the Company ” means the actual knowledge of Judson C. Green, David B. Mullen, Denise M. Doyle, Lawrence M. Kaplan, Jason S. Rice, Christine C. Moore, Christopher Schwarz, Steven Collins and Christopher Rothey.

“ Licenses ” mean (i) licenses of Intellectual Property by the Company or a Subsidiary to third persons, (ii) licenses of Intellectual Property by third persons to the Company or a Subsidiary, and (iii) agreements between the Company or a Subsidiary and third persons relating to the development or use of Intellectual Property.

“ Material Adverse Effect ” means, when used with respect to the Company or any Subsidiary, any event, circumstance, change or effect (each, an “ Effect ”) that, individually or in the aggregate with any other events, circumstances, changes and effects, is or would reasonably be expected to be materially adverse to the business, financial condition, assets, liabilities or results of operations of the Company and the Subsidiaries taken as a whole; provided , however , that any Effect arising out of or resulting from the following shall not be taken into account in determining whether a Material Adverse Effect has occurred: (i) conditions (or changes therein) in the U.S. or global economy or capital or financial or securities markets generally, including changes in interest or exchange rates, in each case that do not have a materially disproportionate effect (relative to other industry participants) on the Company or its Subsidiaries, (ii) changes in applicable Law, U.S. GAAP or general business, tax, regulatory or political conditions that, in each case, generally affect the countries, geographic regions, markets (including disruptions and fluctuations in the conditions of the automotive and consumer electronics markets) or industries in which the Company and its Subsidiaries conduct their respective businesses, in each case that do not have a materially disproportionate effect (relative to other industry participants) on the Company or its Subsidiaries, (iii) changes in the market price or trading volume of the Shares in and of itself (but not the underlying cause of such change or the effects therefrom), (iv) the execution, announcement, pendency or performance of this Agreement and the Merger and the other transactions contemplated by this Agreement or the consummation of the Merger and the other transactions contemplated by this Agreement, (v) any failure by the Company to meet analyst estimates or expectations of the Company’s revenue, earnings or other financial performance or results of operations for any period, or any failure by the Company to meet its

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internal budgets, plans or forecasts of its financial performance (but, in each case, not the underlying cause of such failure or the effects therefrom), (vi) acts of war, armed hostilities, or terrorism, or any escalation or worsening of any such acts of war, armed hostilities, or terrorism under way as of the date of this Agreement, (vii) any action taken pursuant to this Agreement or at the request or with the consent of any of Parent, Purchaser or any of their subsidiaries or any failure to take action due to the restrictions set forth in this Agreement with respect to which Parent has refused, after receipt of a written request from the Company, to give consent or grant a waiver, or (viii) any adverse Effect arising out of or resulting from any legal claims or other proceedings made by any of the Company’s stockholders arising out of or related to this Agreement, the Merger or the other transactions contemplated by this Agreement.

“ Material Subsidiary ” means the Subsidiaries and NAV2 Co., Ltd.

“ Nokia Share ” means a share of Nokia, no nominal value, or an American Depositary Share representing Nokia Share, as the case may be.

“ Open Source ” means any Software that is subject to license terms and conditions meeting the criteria listed at http://www.opensource.org/docs/definition.php and including licenses listed at http://opensource.org/licenses/ as of the date hereof or that is subject to any similar license terms.

“ person ” means an individual, corporation, partnership, limited partnership, limited liability company, syndicate, person (including, a “person” as defined in Section 13(d)(3)  of the Exchange Act), trust, association or entity or government, political subdivision, agency or instrumentality of a government.

“ Software ” means computer software, programs and databases in any form, including Source Code, object code, Internet web sites, web content and links, all versions, updates, corrections, enhancements, and modifications thereof, and all related documentation.

“ Source Code ” means computer software and code, in a form other than object code form, including related programmer comments and annotations, which may be printed out or displayed in human readable form, but excludes html displayed with web pages.

“ Subsidiaries ” means the subsidiaries of the Company listed in Section 1.01(a) of the Disclosure Schedule.

“ Superior Proposal ” means an unsolicited bona fide written offer or proposal made by a third person and received by the Company with respect to a Competing Transaction which the Board determines in good faith, after consultation with its financial advisors and outside legal counsel and after taking into account all terms and conditions of the offer (on its most recently amended and modified terms, if amended and modified), and any other factors that the Board determines to be appropriate, is reasonably capable of being consummated and would, if consummated in accordance with its terms, result in a transaction more favorable to the Company’s stockholders than the Merger (taking into account any proposal by Parent to amend the terms of the Merger or this Agreement pursuant to Section 7.04). For purposes of the definition of “Superior Proposal,” each reference to 20% in the definition of “Competing Transaction” shall be replaced with “more than 50%.”

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“ Taxes ” shall mean any and all taxes, fees, levies, duties, tariffs, imposts and other similar charges of any kind (together with any and all interest, penalties, additions to tax and additional amounts imposed with respect thereto) imposed by any Governmental Authority or taxing authority, including:  taxes or other charges on or with respect to income, franchise, windfall or other profits, gross receipts, property, sales, use, capital stock, payroll, employment, social security, workers’ compensation, unemployment compensation or net worth; taxes or other charges in the nature of excise, withholding, ad valorem, stamp, transfer, value-added or gains taxes; license, registration and documentation fees; and customers’ duties, tariffs and similar charges.

“ Tax Return ” shall mean any return, declaration, report, statement, information statement or other document filed or required to be filed by any person, or with respect to such person or required to include such person, with respect to Taxes, including any claims for refunds of Taxes, any information returns and any amendments or supplements of any of the foregoing.

(b)                                  The following terms have the meaning set forth in the Sections set forth below:

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SECTION 1.02   Interpretation and Rules of Construction . In this Agreement, except to the extent otherwise provided or that the context otherwise requires:

(a)                                   when a reference is made in this Agreement to an Article, Section, sub-Section, Exhibit, Annex or Schedule, such reference is to the corresponding Article, Section or sub-Section of, or an Exhibit, Annex or Schedule to, this Agreement unless otherwise indicated;

(b)                                  the table of contents and headings for this Agreement are for reference purposes only and do not affect in any way the meaning or interpretation of this Agreement;

(c)                                   whenever the words “include”, “includes” or “including” are used in this Agreement, they are deemed to be followed by the words “without limitation”;

(d)                                  the words “hereof”, “herein” and “hereunder” and words of similar import, when used in this Agreement, refer to this Agreement as a whole and not to any particular provision of this Agreement;

(e)                                   all terms defined in this Agreement have the defined meanings when used in any certificate or other document made or delivered pursuant hereto, unless otherwise defined therein;

(f)                                     the definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms;

(g)                                  any Law defined or referred to herein or in any agreement or instrument that is referred to herein means such Law or statute as from time to time amended, modified or supplemented, including by succession of comparable successor Laws;

(h)                                  references to a person are also to its successors and permitted assigns;

(i)                                      the use of “or” is not intended to be exclusive unless expressly indicated otherwise; and

(j)                                      the masculine gender shall include the feminine and neuter genders; the feminine gender shall include the masculine and neuter genders; and the neuter gender shall include the masculine and feminine genders.

The parties hereto agree that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in the construction or interpretation of this Agreement.

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ARTICLE II

THE MERGER

SECTION 2.01   The Merger . Upon the terms and subject to the conditions of this Agreement and in accordance with the applicable provisions of the DGCL, at the Effective Time (as defined below), Purchaser shall be merged with and into the Company.

SECTION 2.02   Closing . The closing of the Merger (the “ Closing ”) shall take place at 10:00 a.m. on a date to be specified by the parties (the “ Closing Date ”), which shall be no later than the fifth Business Day after satisfaction or waiver of the conditions set forth in Article VIII (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver of those conditions), at the offices of Shearman & Sterling LLP, 599 Lexington Avenue, New York, New York 10022, unless another date or place shall be agreed to in writing by the parties hereto.

SECTION 2.03   Effective Time . As soon as practicable on the Closing Date, the parties shall file a certificate of merger (the “ Certificate of Merger ”) with the Secretary of State of the State of Delaware, in such form as is required by, and executed in accordance with, the relevant provisions of the DGCL and the parties shall make all other filings or recordings required under the DGCL. The Merger shall become effective at such time as the Certificate of Merger is duly filed with the Secretary of State of the State of Delaware, or at such other time as Parent and the Company shall agree and shall specify in the Certificate of Merger (the time the Merger becomes effective being the “ Effective Time ”).

SECTION 2.04   Effect of the Merger . As a result of the Merger, following the Effective Time, the separate corporate existence of Purchaser shall cease and the Company shall continue as the surviving corporation of the Merger (the “ Surviving Corporation ”). At the Effective Time, the effect of the Merger shall be as provided in the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the property, rights, privileges, powers and franchises of the Company and Purchaser shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities and duties of the Company and Purchaser shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving Corporation.

SECTION 2.05   Certificate of Incorporation; Bylaws . (a)  At the Effective Time, the Certificate of Incorporation of Purchaser, as in effect immediately prior to the Effective Time, shall be the Certificate of Incorporation of the Surviving Corporation (the “ Certificate of Incorporation ”) until thereafter amended as provided by Law and such Certificate of Incorporation; provided , however , that, at the Effective Time, Article I of the Certificate of Incorporation of the Surviving Corporation shall be amended to read as follows:  “The name of the corporation is NAVTEQ Corporation.”

(b)                                  Unless otherwise determined by Parent prior to the Effective Time, at the Effective Time, the bylaws of Purchaser, as in effect immediately prior to the Effective Time, shall be the bylaws of the Surviving Corporation (the “ Bylaws ”) until thereafter amended as provided by Law, the Certificate of Incorporation and such Bylaws.

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SECTION 2.06   Directors and Officers . The directors of Purchaser immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and Bylaws, and the officers of Purchaser immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case until their respective successors are duly elected or appointed and qualified or until the earlier of their death, resignation or removal. Prior to the Effective Time, the Company shall take all actions necessary to obtain any resignations of its directors in their capacities as such, and not in their capacities as employees (if applicable), necessary to give effect to the provisions of this Section 2.06.

ARTICLE III

MERGER CONSIDERATION; EXCHANGE OF SHARES

SECTION 3.01   Exchange of Shares . At the Effective Time, by virtue of the Merger and without any action on the part of Purchaser, the Company or the holders of any of the following securities:

(a)                                   Capital Stock of Purchaser . Each share of common stock, par value $0.01 per share, of Purchaser issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation with the same rights, powers and privileges as the shares so converted and shall constitute the only issued and outstanding shares of capital stock of the Surviving Corporation.

(b)                                  Capital Stock of the Company . Subject to the other provisions of Article III, each share of common stock of the Company, par value $0.001 per share (each, a “ Share ”, and collectively, the “ Shares ”), issued and outstanding immediately prior to the Effective Time (other than any Dissenting Shares (as hereinafter defined)) shall be converted automatically into the right to receive seventy eight dollars ($78.00) in cash, without interest (the “ Merger Consideration ”). All such Shares, when so converted, shall cease to be outstanding and shall automatically be cancelled and cease to exist. Each holder of a certificate or book-entry share formerly representing any such converted Shares (other than Dissenting Shares) shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration.

(c)                                   Warrants of the Company . Each warrant to acquire Shares that is issued and outstanding immediately prior to the Effective Time shall, upon exercise thereof in accordance with its terms, entitle the holder thereof to receive solely the Merger Consideration with respect to each Share issuable upon the exercise of such warrant.

(d)                                  Treasury Shares . Each Share held in the treasury of the Company and each Share owned by any direct or indirect wholly-owned Subsidiary of the Company immediately prior to the Effective Time shall be cancelled without any conversion thereof and no payment or distribution shall be made with respect thereto.

(e)                                   Impact of Stock Splits, Etc . In the event of any change in the number of Shares, or securities convertible or exchangeable into or exercisable for Shares (including Options), issued and outstanding between the date of this Agreement and the Effective Time by

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reason of any stock split (including a reverse split), stock dividend or distribution, subdivision, reclassification, recapitalization, combination, merger, issuer tender or exchange offer, or other similar transaction, the Merger Consideration to be paid for each Share as provided in this Agreement shall be equitably adjusted to effect such change and, as so adjusted, shall from and after the date of such event be the Merger Consideration.

SECTION 3.02   Options; Performance Shares; Restricted Shares .

(a)                                   Options . Effective as of the Effective Time, the Company shall take all necessary action, including using its reasonable best efforts to obtain the consent of the individual option holders, if necessary, to cancel, at the Effective Time, each outstanding option to purchase Shares (each, an “ Option ”) granted under the equity based compensation plans listed in Section 4.10(a) of the Disclosure Schedule (the “ Company Equity Plans ”), or otherwise that is outstanding and unexercised, whether or not vested or exercisable, as of such date. Each holder of an Option that is outstanding and unexercised at the Effective Time and who has, if necessary, consented to the cancellation of such holder’s Options, shall, to the extent permitted by applicable Law, be entitled to be paid by the Surviving Corporation, with respect to each Share subject to the Option, an amount in cash equal to the excess, if any, of the Merger Consideration over the applicable per Share exercise price of such Option, less such amounts as are required to be withheld or deducted under the Code or any provision of U.S. state or local Tax or social insurance Law with respect to the making of such payment.

(b)                                  Performance Share Units . Effective as of the Effective Time, except as otherwise provided in this Agreement, each then outstanding performance-based restricted share unit granted by the Company based on Shares (a “ Performance Share Unit ”), for which achievement against the applicable performance criteria will not have been evaluated and applied prior to the Effective Time by the Company in accordance with the terms of the relevant Company Equity Plan as in effect on the date hereof to determine the actual number of restricted share units granted, shall be converted automatically into Performance Share Units with respect to a number of Nokia Shares (and otherwise subject to the terms of the Company Equity Plans, and the agreements evidencing grants thereunder) equal to the product of (A) one hundred fifty percent (150%) of the number of Shares subject to the original Performance Share Units that were granted (or, for performance-based restricted share units where the original Performance Share Units were granted at the maximum number of Performance Share Units that could be granted at the highest performance level, seventy five percent (75%) of the number of Shares subject to the original Performance Share Units that were granted) and (B) multiplied by the ratio of the value of the per share Merger Consideration to the value of the closing price for a Nokia Share on the Business Day immediately prior to the Effective Time (such ratio, the “ Equity Exchange Ratio ”), provided that any fractional Nokia Shares resulting from such multiplication shall be rounded up to the nearest whole share.

(c)                                   Restricted Share Units . Effective as of the Effective Time, each then outstanding time-based restricted share unit granted by the Company based on Shares and each then outstanding Performance Share Unit for which the achievement against the applicable performance criteria had already been evaluated and applied prior to the Effective Time by the Company in accordance with the terms of the relevant Company Equity Plan as in effect on the date hereof to determine the actual number of restricted share units that comprise each such

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Performance Share Unit (each, a “ Restricted Share Unit ”) shall be converted automatically into Restricted Share Units with respect to a number of Nokia Shares (and otherwise subject to the terms of the Company Equity Plans, and the agreements evidencing grants thereunder) equal to the product of the number of Shares subject to the Restricted Share Units and the Equity Exchange Ratio, provided that any fractional Nokia Shares resulting from such multiplication shall be rounded up to the nearest whole share.

(d)                                  Company Approvals . The Company shall take all necessary action to approve the disposition of the Options, Performance Share Units and Restricted Share Units in connection with the Merger to the extent necessary to exempt such dispositions and acquisitions under Rule 16b-3 of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”).

(e)                                   Nokia Actions . Nokia shall take all action reasonably necessary or appropriate to have available for issuance or transfer a sufficient number Nokia Shares for delivery upon settlement of the Performance Share Units and the Restricted Share Units. As promptly as reasonably practicable after the Effective Time, Nokia shall prepare and file with the Securities and Exchange Commission (the “ SEC ”) a registration statement on Form S-8 registering a number of Nokia Shares necessary to fulfill its obligations under this Section 3.02.

(f)                                     Performance Share and Restricted Share Unit Cashout . Notwithstanding anything in Section 3.02(b) or Section 3.02(c)  to the contrary, in the event that Parent, in its sole discretion, determines that it is not in the best interests of the Company, Parent or a holder of a Performance Share Unit or Restricted Share Unit, to have either Parent or Nokia assume a Performance Share Unit or Restricted Share Unit, then Parent shall, no later than 30 days prior to the Effective Time, determine that such Performance Share Unit or Restricted Share Unit shall, at the Effective Time, immediately lapse and be free of any forfeiture restrictions whatsoever and be converted into a right to receive the Merger Consideration for each underlying Share, less such amounts as are required to be withheld or deducted under the Code or any provision of U.S. state or local Tax or social insurance law with respect to the making of such payment. Notwithstanding anything to the contrary in this Section 3.02(f), Parent or Nokia shall use their respective commercially reasonable efforts to effectuate any conversion of Performance Share Unit s in a manner that will not give rise to adverse tax consequences or penalties to the holders thereof under Section 409A of the Code.

SECTION 3.03   Dissenting Shares . (a)  Notwithstanding any provision of this Agreement to the contrary, Shares that are outstanding immediately prior to the Effective Time and that are held by stockholders who shall have neither voted in favor of the Merger nor consented thereto in writing and who shall have demanded properly in writing appraisal for such Shares and otherwise complied in all other respects with Section 262 of the DGCL (collectively, the “ Dissenting Shares ”) shall not be converted into, or represent the right to receive, the Merger Consideration. Such stockholders shall be entitled to receive payment of the appraised value of such Shares held by them in accordance with the provisions of such Section 262, except that all Dissenting Shares held by stockholders who shall have failed to perfect or otherwise waived, withdrawn or lost their rights to appraisal of such Shares under such Section 262 shall thereupon be deemed to have been converted into, and to have become exchangeable solely for, as of the Effective Time, the right to receive the Merger Consideration, without any interest thereon, upon

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surrender, in the manner provided in Section 3.04, of the certificate or certificates or transfer of the uncertificated Shares that formerly evidenced such Shares.

(b)                                  The Company shall give Parent (i) prompt notice of any demands for appraisal received by the Company, withdrawals of such demands, and any other instruments served pursuant to the DGCL and received by the Company and (ii) the opportunity to direct all negotiations and proceedings with respect to demands for appraisal under the DGCL. The Company shall not, except with the prior written consent of Parent, make any payment with respect to any demands for appraisal or offer to settle or settle any such demands.

SECTION 3.04   Payment and Exchange of Certificates and Book-Entry Shares . (a)  Prior to the Effective Time, Purchaser shall designate a bank or trust company to act as agent (the “ Paying Agent ”) for the holders of Shares to receive the funds to which holders of Shares shall become entitled pursuant to Sections 3.01(b), 3.02(a) and, if applicable, 3.02(f). Prior to the Closing Date, Parent shall deposit, or cause to be deposited, with the Paying Agent, for the benefit of the holders of Shares and Options, for payment in accordance with this Article III through the Paying Agent, cash in an amount sufficient to permit payment of the aggregate Merger Consideration payable pursuant to Sections 3.01(b), 3.02(a) and, if applicable, 3.02(f) (the “ Payment Fund ”). Such funds shall be invested by the Paying Agent as directed by the Surviving Corporation. Any interest or other income resulting from such investments shall be paid to and be income of Parent. If for any reason (including losses) the Payment Fund is inadequate to pay the amounts to which holders of Shares and Company Equity Awards shall be entitled under Sections 3.01, 3.02(a) and, if applicable, 3.02(f), Parent shall take all steps necessary to enable or cause the Surviving Corporation promptly to deposit additional cash with the Paying Agent sufficient to make all payments required under this Agreement, and Parent and the Surviving Corporation shall in any event be liable for payment thereof. The Payment Fund shall not be used for any other purpose. The Surviving Corporation shall pay all charges and expenses of the Paying Agent in connection with the exchange of Shares for the Merger Consideration.

(b)                                  Promptly after the Effective Time, the Surviving Corporation shall cause to be mailed to each person who was, at the Effective Time, a holder of record of Shares entitled to receive the Merger Consideration pursuant to Section 3.01(b) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the certificates evidencing such Shares (the “ Certificates ”) or transfer of the uncertificated Shares (the “ Uncertificated Shares ”) to the Paying Agent) and instructions for use in effecting the surrender of the Certificates or the Uncertificated Shares pursuant to such letter of transmittal. Each holder of Shares shall be entitled to receive, upon (i) surrender to the Paying Agent of a Certificate, together with a properly completed letter of transmittal or (ii) receipt of an “agent’s message” by the Paying Agent (or such other evidence, if any, of transfer as the Paying Agent may reasonably request) in the case of a book-entry transfer of Uncertificated Shares, the Merger Consideration, without interest, payable for each Share represented by a Certificate or Uncertificated Share. Until so surrendered or transferred, as the case may be, each such Certificate or Uncertificated Share shall represent after the Effective Time for all purposes only the right to receive the Merger Consideration. If, after the Effective Time, Certificates or Uncertificated Shares are presented to the Surviving Corporation, they shall be canceled and exchanged for the applicable Merger Consideration as provided for herein.

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(i)                                      If the payment equal to the Merger Consideration is to be made to a person other than the person in whose name the surrendered Certificate or the transferred Uncertificated Share is registered on the stock transfer books of the Company, it shall be a condition of payment that (i) either such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer or such Uncertificated Share shall be properly transferred and (ii) the person requesting such payment shall pay to the Paying Agent any transfer or other Taxes required as a result of such payment to a person other than the registered holder of such Certificate or Uncertificated Share or establish to the satisfaction of the Paying Agent that such Tax has been paid or is not applicable.

(ii)                                   If any holder of Shares is unable to surrender such holder’s Certificates because such Certificates have been lost, mutilated or destroyed, such holder may deliver in lieu thereof an affidavit and indemnity bond in form and substance and with surety reasonably satisfactory to the Surviving Corporation.

(iii)                                Each of Parent, Purchaser, the Surviving Corporation and the Paying Agent shall be entitled to deduct and withhold from any amounts otherwise payable pursuant to this Agreement in respect of Shares such amount as it is required to deduct and withhold with respect to the making of such payment under the United States Internal Revenue Code of 1986, as amended (the “ Code ”) or any Law. To the extent that amounts are so withheld, such withheld amounts shall be treated for purposes of this Agreement as having been paid to the holder of the Shares in respect of which such deduction and withholding was made.

(c)                                   At any time following the sixth month after the Effective Time, the Surviving Corporation shall be entitled to require the Paying Agent to deliver to it any funds which had been made available to the Paying Agent and not disbursed to holders of Shares (including, all interest and other income received by the Paying Agent in respect of all funds made available to it), and, thereafter, such holders shall be entitled to look to the Surviving Corporation (subject to abandoned property, escheat and other similar Laws) only as general creditors thereof with respect to any Merger Consideration that may be payable upon due surrender of the Certificates held by them. Notwithstanding the foregoing, neither the Surviving Corporation nor the Paying Agent shall be liable to any holder of a Share for any Merger Consideration delivered in respect of such Share to a public official pursuant to any abandoned property, escheat or other similar Laws.

SECTION 3.05   Stock Transfer Books . At the close of business on the day of the Effective Time, the stock transfer books of the Company shall be closed and thereafter there shall be no further registration of transfers of Shares on the records of the Company. From and after the Effective Time, the holders of Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares except as otherwise provided herein or by applicable Law.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

Except as disclosed in the disclosure letter (the “ Disclosure Schedule ”) attached to this Agreement dated the date hereof (which letter sets forth items of disclosure with specific

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reference to the particular section or sub-section of this Agreement to which the information in the Disclosure Schedule relates), the Company represents and warrants to Parent and Purchaser as follows:

SECTION 4.01   Organization and Qualification; Subsidiaries . (a)  Each of the Company and each Subsidiary is a corporation duly organized, validly existing and in good standing under the Laws of the jurisdiction of its incorporation and has the requisite corporate power and authority and all necessary governmental approvals to own, lease and operate its properties and to carry on its business as it is now being conducted. The Company and each Subsidiary is duly qualified or licensed as a foreign corporation to do business, and is in good standing, in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification or licensing necessary except where the failure to be so qualified, licensed or in good standing would not, individually or in the aggregate, prevent or materially delay the Company from performing its obligations under the Agreement, or would not, individually or in the aggregate, have a Material Adverse Effect.

(b)                                  A true and complete list of all Subsidiaries, together with the jurisdiction of incorporation of each Subsidiary, the percentage of the outstanding capital stock of each Subsidiary owned by the Company and each other Subsidiary, and the names of the directors and officers of each Subsidiary, is set forth in Section 4.01(b) of the Disclosure Schedule. Except as disclosed in Section 4.01(b) of the Disclosure Schedule, the Company does not directly or indirectly own any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any corporation, partnership, joint venture or other business association or entity.

SECTION 4.02   Company Governing Documents . The Company has heretofore made available to Parent in the virtual data room hosted by Merrill Corporation in connection with the Merger (the “ Data Room ”) or made available as exhibits to reports filed by the Company under the Exchange Act with the SEC a complete and correct copy of the Certificate of Incorporation and Bylaws (collectively, the “ Company Governing Documents ”) or equivalent organizational documents, each as amended to date, of the Company and each Subsidiary. Such Company Governing Documents, or equivalent organizational documents, are in full force and effect. Neither the Company nor any Subsidiary is in violation of any of the provisions of Company Governing Documents or equivalent organizational documents.

SECTION 4.03   Capitalization . (a)  The authorized capital stock of the Company consists of four-hundred million (400,000,000) Shares and ten million (10,000,000) shares of preferred stock, par value $0.001 per share (“ Company Preferred Stock ”). As of the date of this Agreement, (i) 98,802,486 Shares are issued and outstanding, all of which are validly issued, fully paid and nonassessable, (ii) 359,915 Shares are held in the treasury of the Company, (iii) no Shares are held by the Subsidiaries, (iv) 7,006,011 Shares are reserved for future issuance pursuant to outstanding Company Equity Plans (the “ Company Equity Awards ”) and (v) warrants to acquire 15,275 Shares (the “ Warrants ”) are issued and outstanding. As of the date of this Agreement, no shares of Company Preferred Stock are issued and outstanding. Except as set forth in this Section 4.03 above, as of the date hereof, there are no options, warrants or other rights, agreements, arrangements or commitments of any character relating to the issued or unissued capital stock of the Company or any Subsidiary or obligating the Company or any

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Subsidiary to issue or sell any shares of capital stock of, or other equity interests in, the Company or any Subsidiary.

(b)                                  Section 4.03 of the Disclosure Schedule sets forth the following information with respect to each Company Stock Award outstanding on the date of this Agreement:  (i) the name and address of the Company Equity Award recipient; (ii) the particular plan pursuant to which such Company Equity Award was granted; (iii) the number of Shares subject to such Company Equity Award; (iv) the exercise or purchase price of such Company Equity Award; (v) the date on which such Company Equity Award was granted; (vi) the applicable vesting schedule; and (vii) the date on which such Company Equity Award expires. The Company has made available to Parent in the Data Room or as exhibits to reports filed by the Company under the Exchange Act with the SEC accurate and complete copies of all Company Equity Plans pursuant to which the Company has granted the Company Equity Awards that are currently outstanding and the form of all award agreements evidencing such Performance Share Units or Restricted Share Units. All Shares subject to issuance as aforesaid, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, shall be duly authorized, validly issued, fully paid and nonassessable. There are no outstanding contractual obligations of the Company or any Subsidiary to repurchase, redeem or otherwise acquire any Shares or any capital stock of any Subsidiary or to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any Subsidiary or any other person. Since January 1, 2003, all outstanding Shares, all outstanding Options and all outstanding shares of capital stock of each subsidiary have been issued and granted in compliance with (i) applicable U.S. federal securities Laws and other applicable U.S. state blue sky Laws and (ii) all requirements set forth in applicable contracts.

(c)                                   Each outstanding share of capital stock of each Subsidiary is duly authorized, validly issued, fully paid and nonassessable, and each such share is owned by the Company or another subsidiary free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on the Company’s or any subsidiary’s voting rights, charges and other encumbrances of any nature whatsoever.

SECTION 4.04   Authority Relative to This Agreement . The Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Merger. The execution and delivery of this Agreement by the Company and the consummation by the Company of the Merger have been duly and validly authorized by all necessary corporate action on the part of the Company, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Merger (other than, with respect to the Merger, the approval and adoption of this Agreement by the holders of a majority of the then-outstanding Shares, if and to the extent required by applicable Law, and the filing and recordation of appropriate merger documents as required by the DGCL). The Company represents that the Board, at a meeting duly called and held on September 30, 2007, has unanimously (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are fair to, and in the best interests of, the holders of Shares, (ii) approved, adopted and declared advisable this Agreement and the Merger and (iii) resolved to recommend that the holders of Shares approve and adopt this Agreement and the Merger. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by

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Parent and Purchaser, constitutes legal, valid and binding obligations of the Company, enforceable against the Company in accordance with its terms, except as such enforcement may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors’ rights generally, and (ii) general equitable principles. The Board has unanimously approved this Agreement and the Merger and such approvals are sufficient so that the restrictions on business combinations set forth in Section 203(a) of the DGCL shall not apply to the Merger. To the knowledge of the Company, no other state takeover statute is applicable to the Merger.

SECTION 4.05   No Conflict; Required Filings and Consents . (a)  The execution and delivery of this Agreement by the Company do not, and the performance of this Agreement by the Company will not, and the consummation of the Merger by the Company will not, (i) conflict with or violate the Company Governing Documents or any equivalent organizational documents of the Company or any Subsidiary, (ii) assuming that all consents, approvals and other authorizations described in Section 4.05(b) have been obtained and that all filings and other actions described in Section 4.05(b) have been made or taken, conflict with or violate any statute, law, ordinance, regulation, rule, code, executive order, injunction, judgment, decree or other order of any Governmental Authority (“ Law ”) applicable to the Company or any Subsidiary or by which any property or asset of the Company or any Subsidiary is bound or affected, or (iii) result in any breach of or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any right of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or other encumbrance on any property or asset of the Company or any Subsidiary pursuant to any Material Contract to which the Company or any Subsidiary is a party or by which the Company or a Subsidiary or any property or asset of the Company or any Subsidiary is bound or affected, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences which would not, individually or in the aggregate, prevent or materially delay consummation of the Merger or otherwise prevent or materially delay the Company from performing its obligations under this Agreement or would not, individually or in the aggregate, have a Material Adverse Effect.

(b)                                  The execution and delivery of this Agreement by the Company do not, and the performance of this Agreement by the Company will not, require any consent, approval, authorization or permit of, or filing with or notification to, any United States or non-United States national, state, provincial, municipal or local government, governmental, regulatory or administrative authority, agency, instrumentality or commission, any non-governmental self-regulatory agency, instrumentality or commission, any stock exchange or any court, tribunal, or judicial or arbitral body (a “ Governmental Authority ”), except for (i) applicable requirements, if any, of the Exchange Act, (ii) the premerger notification requirements of the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (as amended) and the regulations promulgated thereunder (the “ HSR Act ”), (iii) the requirements of Section 721 of Title VII of the Defense Production Act of 1950, as amended, and the rules and regulations promulgated thereunder (the “ Exon-Florio Provision ”), (iv) the notification and approval requirements of Council Regulation No. 139/2004 of the European Community (the “ EC Merger Regulation ”) or any consent required and filing requirements under any applicable antitrust, competition or fair trade Laws of any European Union member state, (v) any additional consents and filings required under any other applicable foreign antitrust, competition or fair trade Laws, (vi) the filing and recordation of appropriate

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merger documents as required by the DGCL, and (vii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not, individually or in the aggregate, prevent or materially delay consummation of the Merger or otherwise prevent or materially delay the Company from performing its obligations under this Agreement, or would not, individually or in the aggregate, have a Material Adverse Effect.

SECTION 4.06   Permits; Compliance . Each of the Company and the Subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Authority necessary for each of the Company or the Subsidiaries to own, lease and operate its properties or to carry on its business as it is now being conducted (the “ Permits ”) except where the failure to obtain such Permits would not, individually or in the aggregate, prevent or materially delay consummation of the Merger or otherwise prevent or materially delay the Company from performing its obligations under this Agreement, or would not, individually or in the aggregate, have a Material Adverse Effect. As of the date of this Agreement, no suspension or cancellation of any material Permits is pending or, to the knowledge of the Company, threatened. Neither the Company nor any Subsidiary is in conflict with, or in default, breach or violation of any Law applicable to the Company or any Subsidiary or by which any property or asset of the Company or any Subsidiary is bound or affected, except where such conflict, default, breach or violation of any Law would not, individually or in the aggregate, prevent or materially delay consummation of the Merger or otherwise prevent or materially delay the Company from performing its obligations under this Agreement, or would not, individually or in the aggregate, have a Material Adverse Effect. Neither the Company nor any Subsidiary holds or is required to hold any security clearance issued by a Governmental Authority or is required to be a party to any special security arrangement with a Governmental Authority to conduct any portion of its business, except where such failure to hold any security clearance or be a party to any special security arrangement would not, individually or in the aggregate, prevent or materially delay consummation of the Merger or otherwise prevent or materially delay the Company from performing its obligations under this Agreement, or would not, individually or in the aggregate, have a Material Adverse Effect.

SECTION 4.07   SEC Filings; Financial Statements . (a)  Since December 31, 2004, the Company has filed all forms, reports and other documents (including exhibits and other information incorporated therein) required to be filed by it with the SEC (such documents, as they have been amended since the respective time of their filing, the “ SEC Reports ”). The SEC Reports (i) were prepared in all material respects in accordance with either the requirements of the Securities Act of 1933, as amended (the “ Securities Act ”), or the Exchange Act, as the case may be, and the rules and regulations promulgated thereunder, in each case, as in effect as of the respective time of filing of such SEC Reports and (ii) did not, at the time they were filed, or, if amended, as of the date of such amendment, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. No Subsidiary is required to file any form, report or other document with the SEC.

(b)            Each of the consolidated financial statements (including, in each case, any notes thereto) contained in the SEC Reports was prepared in accordance with United States generally accepted accounting principles (“ U.S. GAAP ”) applied on a consistent basis

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throughout the periods indicated (except as may be indicated in the notes thereto) and each fairly presents in accordance with U.S. GAAP, in all material respects, the consolidated financial position, results of operations and cash flows of the Company and its consolidated Subsidiaries as at the respective dates thereof and for the respective periods indicated therein (subject, in the case of unaudited statements, to normal and recurring year-end adjustments and any other adjustments described therein).

(c)            The Company has heretofore furnished to Parent complete and correct copies of all amendments and modifications that have not been filed by the Company with the SEC to all agreements, documents and other instruments that previously had been filed by the Company with the SEC and are currently in effect.

(d)            The Company has timely filed all certifications and statements required by (x) Rule 13a-14 or Rule 15d-14 under the Exchange Act or (y) 18 U.S.C. Section 1350 (Section 906 of the Sarbanes-Oxley Act of 2002) with respect to any Company SEC Report. The Company and its Subsidiaries have established and maintain “disclosure controls and procedures” (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act); such disclosures controls and procedures are designed to ensure that information required to be disclosed by the Company in the reports it files with the SEC is communicated to the Company’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared; and, to the knowledge of the Company, such disclosure controls and procedures are designed to be effective in timely alerting the Company’s principal executive officer and its principal financial officer to information required to be included in the Company’s periodic reports required under the Exchange Act. The Company has made available to Parent in the Data Room complete and correct copies of the Company’s disclosure controls and procedures.

(e)            The Company maintains a standard system of accounting established and administered in accordance with U.S. GAAP in all material respects. The Company and its Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with U.S. GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company has made available to Parent in the Data Room complete and correct copies of all written policies and manuals promulgating such internal accounting controls.

SECTION 4.08    Absence of Certain Changes or Events . Since June 30, 2007, except as set forth in Section 4.08 of the Disclosure Schedule (a) the Company and the Subsidiaries have conducted their businesses only in the ordinary course, (b) there has not been any Material Adverse Effect and (c) none of the Company or any Subsidiary has taken any action that, if taken after the date of this Agreement, would constitute a breach of any of the covenants set forth in Section 6.01.

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SECTION 4.09   Absence of Litigation . Except as set forth in Section 4.09 of the Disclosure Schedule, there is no litigation, suit, claim, action, proceeding or investigation (an “ Action ”) pending or, to the knowledge of the Company, threatened against the Company or any Subsidiary, or any property or asset of the Company or any Subsidiary, before any Governmental Authority that individually or in the aggregate, has had or would have a Material Adverse Effect. Neither the Company nor any Subsidiary nor any property or asset of the Company or any Subsidiary is subject to any continuing order of, consent decree, settlement agreement or similar written agreement with, or, to the knowledge of the Company, continuing investigation by, any Governmental Authority, or any order, writ, judgment, injunction, decree, determination or award of any Governmental Authority that would, individually or in the aggregate, prevent or materially delay the consummation of the Merger or would, individually or in the aggregate, have a Material Adverse Effect.

SECTION 4.10   Employee Benefit Plans . (a)  Section 4.10(a) of the Disclosure Schedule lists (i) all material employee benefit plans (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ ERISA ”)) and all bonus, stock option, stock purchase, restricted stock, incentive, deferred compensation, retiree medical or life insurance, supplemental retirement, severance or other benefit plans, programs or arrangements, and all employment, termination, severance, consulting, independent contractor or other contracts or agreements that provide for notice periods or termination entitlements in excess of the applicable statutory minimums to which the Company or any Subsidiary is a party, with respect to which the Company or any Subsidiary has any obligation or which are maintained, contributed to or sponsored by the Company or any Subsidiary for the benefit of any current or former employee, officer or director of, or any current or former consultant to, the Company or any Subsidiary, (ii) each employee benefit plan for which the Company or any Subsidiary could incur liability under Section 4069 of ERISA in the event such plan has been or were to be terminated, (iii) any plan in respect of which the Company or any Subsidiary could incur liability under Section 4212(c) of ERISA, and (iv) any contracts, arrangements or understandings between the Company or any Subsidiary and any employee, director or officer of the Company or any Subsidiary relating in any way to a sale of the Company or any Subsidiary (collectively, the “ Plans ”). Each Plan is in writing and the Company has furnished to Parent a true and complete copy of each Plan and has delivered to Parent a true and complete copy of each material document, if any, prepared in connection with each such Plan, including (A) a copy of each trust or other funding arrangement, (B) each summary plan description and summary of material modifications, (C) the most recently filed Internal Revenue Service (“ IRS ”) Form 5500, (D) the most recently received IRS determination letter for each such Plan, and (E) the most recently prepared actuarial report and financial statement in connection with each such Plan. Neither the Company nor any Subsidiary has any express or implied commitment, (1) to create, incur liability with respect to or cause to exist any other employee benefit plan, program or arrangement, (2) to enter into any contract or agreement to provide compensation or benefits to any individual except for such contract or agreements with employees who are hired, and amendments to such contracts or agreements, prior to the Effective Time other than in accordance with Section 6.01(f) of this Agreement, or (3) to modify, change or terminate any Plan, other than with respect to a modification, change or termination required by ERISA or the Code.

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(b)            None of the Plans is (i) a multiemployer plan (within the meaning of Section 3(37) or 4001(a)(3) of ERISA) (a “ Multiemployer Plan ”), (ii) a single employer pension plan (within the meaning of Section 4001(a)(15) of ERISA) for which the Company or any Subsidiary could incur liability under Section 4063 or 4064 of ERISA (a “ Multiple Employer Plan ”), or (iii)  subject to Title IV or Section 302 of ERISA or Sections 412 or 4971 of the Code. Except as disclosed in Section 4.10(b) of the Disclosure Schedule, none of the Plans (i) provides for the payment of separation, severance, termination or similar-type benefits to any person, (ii) obligates the Company or any Subsidiary to pay separation, severance, termination or similar-type benefits solely or partially as a result of any transaction contemplated by this Agreement, or (iii) obligates the Company or any Subsidiary to make any payment or provide any benefit as a result of a “change in control”, within the meaning of such term under Section 280G of the Code. None of the Plans provides for or promises retiree medical, disability or life insurance benefits or retirement benefits on a defined benefit basis to any current or former employee, officer or director of the Company or any Subsidiary.

(c)            Each Plan is now and always has been operated in all material respects in accordance with its terms and the requirements of all applicable Law, including ERISA and the Code. The Company and the Subsidiaries have performed all material obligations required to be performed by them under, are not in any material respect in default under or in violation of, and have no knowledge of any material default or violation by any party to, any Plan. No Action is pending or, to the knowledge of the Company, threatened with respect to any Plan (other than claims for benefits in the ordinary course) and no fact or event exists that could reasonably be expected to give rise to any such Action.

(d)            Each Plan that is intended to be qualified under Section 401(a) of the Code or Section 401(k) of the Code has timely received a favorable determination letter from the IRS covering all of the provisions applicable to the Plan for which determination letters are currently available that the Plan is so qualified and each trust established in connection with any Plan which is intended to be exempt from federal income taxation under Section 501(a) of the Code has received a determination letter from the IRS that it is so exempt, and no fact or event has occurred since the date of such determination letter or letters from the IRS to adversely affect the qualified status of any such Plan or the exempt status of any such trust. There has not been any prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the Code) with respect to any Plan. Each Plan that is a “nonqualified deferred compensation plan” subject to Section 409A of the Code has been operated in all material respects in good faith compliance with Section 409A of the Code and the regulations and other guidance promulgated thereunder since January 1, 2005.

(e)            All contributions, premiums or payments required to be made with respect to any Plan have been made on or before their due date, or in the event that a contribution, premium or payment was not timely made, such failure, whether individually or in the aggregate, would not result in any material liability to the Company or any Subsidiary. All such contributions have been fully deducted for income tax purposes and no such deduction has been challenged or disallowed by any Governmental Authority and no fact or event exists which could reasonably be expected to give rise to any such challenge or disallowance.

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(f)             In addition to the foregoing, with respect to each Plan that is not subject to United States law (a “ Non-U.S. Benefit Plan ”):

(i)             all employer and employee contributions to each Non-U.S. Benefit Plan required by law or by the terms of such Non-U.S. Benefit Plan have been made, or, if applicable, accrued in accordance with normal accounting practices;

(ii)            the fair market value of the assets of each funded Non-U.S. Benefit Plan, the liability of each insurer for any Non-U.S. Benefit Plan funded through insurance or the book reserve established for any Non-U.S. Benefit Plan, together with any accrued contributions, is sufficient to procure or provide for the benefits determined on any ongoing basis (actual or contingent) accrued to the date of this Agreement with respect to all current and former participants under such Non-U.S. Benefit Plan according to the actuarial assumptions and valuations most recently used to determine employer contributions to such Non-U.S. Benefit Plan; and

(iii)           each Non-U.S. Benefit Plan required to be registered has been registered and has been maintained in good standing with applicable regulatory authorities. Each Non-U.S. Benefit Plan is now and always has been operated in all material respects in compliance with all applicable non-United States laws.

(g)            All directors, officers, management employees, and technical and professional employees of the Company and the Subsidiaries are under written obligation to the Company and the Subsidiaries to maintain in confidence all confidential information acquired by them in the course of their employment and to assign to the Company and the Subsidiaries during such employment and for a reasonable period thereafter all inventions made by them within the scope of their employment during such employment.

(h)            Except as set forth in Section 4.10(h)(A) of the Disclosure Schedule, the consummation of the Merger will not, either alone or in combination with another event, (i) e