Common use of COMPENSATION; EMPLOYMENT AGREEMENTS; ORGANIZED LABOR MATTERS Clause in Contracts

COMPENSATION; EMPLOYMENT AGREEMENTS; ORGANIZED LABOR MATTERS. The COMPANY has delivered to CTS an accurate list (which is set forth on Schedule 5.18) showing all officers, directors and key employees of the COMPANY, listing all employment agreements with such officers, directors and key employees and the rate of compensation (and the portions thereof attributable to salary, bonus and other compensation, respectively) of each of such persons as of (i) the Balance Sheet Date and (ii) the date hereof. The COMPANY has provided to CTS true, complete and correct copies of any employment agreements for persons listed on Schedule 5.18. Since the Balance Sheet Date, there have been no increases in the compensation payable or any special bonuses to any officer, director, key employee or other employee, except ordinary salary increases implemented on a basis consistent with past practices. Except as set forth on Schedule 5.18, there is no, and within the last three years the COMPANY has not experienced any, strike, picketing, boycott, work stoppage or slowdown, other labor dispute, union organizational activity, allegation, charge or complaint of unfair labor practice, employment discrimination or other matters relating to the employment of labor, pending or, to the COMPANY's knowledge, threatened against the COMPANY; nor is there, to the knowledge of the COMPANY, any basis for any such allegation, charge or complaint. Except as set forth on Schedule 5.18, to the knowledge of the COMPANY, none of the employees of any critical subcontractor utilized by the COMPANY are represented by a labor union. There is no request directed to the COMPANY for union or similar representation pending and, to the COMPANY's knowledge, no question concerning representation has been raised. To the COMPANY's knowledge, there is no grievance pending which might have a Material Adverse Effect on the COMPANY nor any which might have a Material Adverse Effect on any arbitration proceeding arising out of any union agreement. There are no arbitration awards, court orders, orders of the National Labor Relations Board or private settlement agreements which in any way alter, amend or clarify any union agreement or which restrict or otherwise impact the COMPANY's ability to act with respect to the employees covered by any union agreement in the future. To the COMPANY's knowledge, no key employee and no group of employees has any plans to terminate employment with the COMPANY. The COMPANY has complied in all material respects with all applicable laws relating to the employment of labor, including provisions thereof relating to wages, hours, equal opportunity, collective bargaining and the payment of social security and other taxes. The COMPANY is not liable for any arrearages of wages or any taxes or penalties for failure to comply with any such laws, ordinances or regulation.

COMPENSATION; EMPLOYMENT AGREEMENTS; ORGANIZED LABOR MATTERS. The Each COMPANY has delivered to CTS VPI an accurate list (which is set forth on Schedule 5.185.19) showing all officers, directors and key employees of the such COMPANY, listing all employment agreements with such officers, directors and key employees and the rate of compensation (and the portions thereof attributable to salary, bonus and other compensation, respectively) of each of such persons as of (i) as of the Balance Sheet Date and (ii) as of the date hereof. The Each COMPANY has provided to CTS VPI true, complete and correct copies of any employment agreements for persons listed on Schedule 5.185.19. Since Except as set forth on Schedule 5.19, since the Balance Sheet Date, there have been no increases in the compensation payable or any special bonuses to any officer, director, key employee or other employee, except ordinary salary increases implemented on a basis consistent with past practices. Except as set forth on Schedule 5.185.19, (i) neither COMPANY is bound by or subject to (and none of their respective assets or properties is bound by or subject to) any arrangement with any labor union, (ii) no employees of any COMPANY are represented by any labor union or covered by any collective bargaining agreement, (iii) to the best of each COMPANY's knowledge, no campaign to establish such representation is in progress and (iv) there is no, and within the last three years the COMPANY has not experienced any, strike, picketing, boycott, work stoppage or slowdown, other labor dispute, union organizational activity, allegation, charge or complaint of unfair labor practice, employment discrimination or other matters relating to the employment of labor, no pending or, to the best of each COMPANY's knowledge, threatened against the COMPANY; nor is there, to the knowledge of the COMPANY, labor dispute involving any basis for COMPANY and any such allegation, charge or complaint. Except as set forth on Schedule 5.18, to the knowledge of the COMPANY, none of the employees of any critical subcontractor utilized by the COMPANY are represented by a labor union. There is no request directed to the COMPANY for union or similar representation pending and, to the COMPANY's knowledge, no question concerning representation has been raised. To the COMPANY's knowledge, there is no grievance pending which might have a Material Adverse Effect on the COMPANY nor any which might have a Material Adverse Effect on any arbitration proceeding arising out of any union agreement. There are no arbitration awards, court orders, orders of the National Labor Relations Board or private settlement agreements which in any way alter, amend or clarify any union agreement or which restrict or otherwise impact the COMPANY's ability to act with respect to the employees covered by any union agreement in the future. To the COMPANY's knowledge, no key employee and no group of its employees nor has any plans COMPANY experienced any labor interruptions over the past three years. Each COMPANY believes its relationship with employees to terminate employment with the COMPANYbe good. The Each COMPANY has complied (i) is in all material respects compliance with all applicable laws relating to the federal, state and local laws, rules and regulations (domestic or foreign) respecting employment, employment of practices, labor, including provisions thereof relating to wages, terms and conditions of employment and wages and hours, equal opportunityexcept for inadvertent, collective bargaining immaterial noncompliance with such laws, rules, and the payment regulations (provided that any such noncompliance shall be deemed a breach of social security and other taxes. The COMPANY this Section 5.19 for purposes of Section 11 hereof); (ii) is not liable for any arrearages arrears of wages or any taxes or penalties any penalty for failure to comply with any such lawsof the foregoing; (iii) is not liable for any payment to any trust or other fund or to any governmental or administrative authority, ordinances with respect to unemployment compensation benefits, social security or regulationother employment-related benefits; and (iv) has provided employees with the benefits to which they are entitled pursuant to the terms of all COMPANY benefit plans.

COMPENSATION; EMPLOYMENT AGREEMENTS; ORGANIZED LABOR MATTERS. The COMPANY has delivered to CTS VPI an accurate list (which is set forth on Schedule 5.185.19) showing all officers, directors and key employees of the COMPANY, listing all employment agreements with such officers, directors and key employees and the rate of compensation (and the portions thereof attributable to salary, bonus and other compensation, respectively) of each of such persons as of (i) as of the Balance Sheet Date and (ii) as of the date hereof. The COMPANY has provided to CTS VPI true, complete and correct copies of any employment agreements for persons listed on Schedule 5.185.19. Since Except as set forth on Schedule 5.19, since the Balance Sheet Date, there have been no increases in the compensation payable or any special bonuses to any officer, director, key employee or other employee, except ordinary salary increases implemented on a basis consistent with past practices. Except as set forth on Schedule 5.185.19, (i) the COMPANY is not bound by or subject to (and none of its assets or properties is bound by or subject to) any arrangement with any labor union, (ii) no employees of the COMPANY are represented by any labor union or covered by any collective bargaining agreement, (iii) to the best of the COMPANY's knowledge, no campaign to establish such representation is in progress and (iv) there is no, and within the last three years the COMPANY has not experienced any, strike, picketing, boycott, work stoppage or slowdown, other labor dispute, union organizational activity, allegation, charge or complaint of unfair labor practice, employment discrimination or other matters relating to the employment of labor, no pending or, to the best of the COMPANY's knowledge, threatened against the COMPANY; nor is there, to the knowledge of the COMPANY, any basis for any such allegation, charge or complaint. Except as set forth on Schedule 5.18, to the knowledge of the COMPANY, none of the employees of any critical subcontractor utilized by labor dispute involving the COMPANY are represented by a labor union. There is no request directed to and any group of its employees nor has the COMPANY for union or similar representation pending and, to experienced any labor interruptions over the COMPANY's knowledge, no question concerning representation has been raised. To the COMPANY's knowledge, there is no grievance pending which might have a Material Adverse Effect on the COMPANY nor any which might have a Material Adverse Effect on any arbitration proceeding arising out of any union agreement. There are no arbitration awards, court orders, orders of the National Labor Relations Board or private settlement agreements which in any way alter, amend or clarify any union agreement or which restrict or otherwise impact the COMPANY's ability to act with respect to the employees covered by any union agreement in the future. To the COMPANY's knowledge, no key employee and no group of employees has any plans to terminate employment with the COMPANYpast three years. The COMPANY has complied believes its relationship with employees to be good. The COMPANY (i) is in all material respects compliance with all applicable laws relating to the federal, state and local laws, rules and regulations (domestic or foreign) respecting employment, employment of practices, labor, including provisions thereof relating to wages, terms and conditions of employment and wages and hours, equal opportunityexcept for inadvertent, collective bargaining immaterial noncompliance with such laws, rules, and the payment regulations (provided that any such noncompliance shall be deemed a breach of social security and other taxes. The COMPANY this Section 5.19 for purposes of Section 11 hereof); (ii) is not liable for any arrearages arrears of wages or any taxes or penalties any penalty for failure to comply with any such lawsof the foregoing; (iii) is not liable for any payment to any trust or other fund or to any governmental or administrative authority, ordinances with respect to unemployment compensation benefits, social security or regulationother employment-related benefits; and (iv) has provided employees with the benefits to which they are entitled pursuant to the terms of all COMPANY benefit plans.

COMPENSATION; EMPLOYMENT AGREEMENTS; ORGANIZED LABOR MATTERS. The COMPANY has delivered to CTS VPI an accurate list (which is set forth on Schedule 5.185.19) showing all officers, directors and key employees of the COMPANY, listing all employment agreements with such officers, directors and key employees and the rate of compensation (and the portions thereof attributable to salary, bonus and other compensation, respectively) of each of such persons as of (i) as of the Balance Sheet Date and (ii) as of the date hereof. The COMPANY has provided to CTS VPI true, complete and correct copies of any employment agreements for persons listed on Schedule 5.185.19. Since Except as set forth on Schedule 5.19, since the Balance Sheet Date, there have been no increases in the compensation payable or any special bonuses to any officer, director, key employee or other employee, except ordinary salary increases implemented on a basis consistent with past practices. Except as set forth on Schedule 5.185.19, (i) the COMPANY is not bound by or subject to) and none of its assets or properties is bound by or subject to) any arrangement with any labor union, (ii) no employees of the COMPANY are represented by any labor union or covered by any collective bargaining agreement, (iii) to the best of the COMPANY's knowledge, no campaign to establish such representation is in progress and (iv) there is no, and within the last three years the COMPANY has not experienced any, strike, picketing, boycott, work stoppage or slowdown, other labor dispute, union organizational activity, allegation, charge or complaint of unfair labor practice, employment discrimination or other matters relating to the employment of labor, no pending or, to the best of the COMPANY's knowledge, threatened against the COMPANY; nor is there, to the knowledge of the COMPANY, any basis for any such allegation, charge or complaint. Except as set forth on Schedule 5.18, to the knowledge of the COMPANY, none of the employees of any critical subcontractor utilized by labor dispute involving the COMPANY are represented by a labor union. There is no request directed to and any group of its employees nor has the COMPANY for union or similar representation pending and, to experienced any labor interruptions over the COMPANY's knowledge, no question concerning representation has been raised. To the COMPANY's knowledge, there is no grievance pending which might have a Material Adverse Effect on the COMPANY nor any which might have a Material Adverse Effect on any arbitration proceeding arising out of any union agreement. There are no arbitration awards, court orders, orders of the National Labor Relations Board or private settlement agreements which in any way alter, amend or clarify any union agreement or which restrict or otherwise impact the COMPANY's ability to act with respect to the employees covered by any union agreement in the future. To the COMPANY's knowledge, no key employee and no group of employees has any plans to terminate employment with the COMPANYpast three years. The COMPANY has complied believes its relationship with employees to be good. The COMPANY (i) is in all material respects compliance with all applicable laws relating to the federal, state and local laws, rules and regulations (domestic or foreign) respecting employment, employment of practices, labor, including provisions thereof relating to wages, terms and conditions of employment and wages and hours, equal opportunityexcept for inadvertent, collective bargaining immaterial noncompliance with such laws, rules, and the payment regulations (provided that any such noncompliance shall be deemed a breach of social security and other taxes. The COMPANY this Section 5.19 for purposes of Section 11 hereof); (ii) is not liable for any arrearages arrears of wages or any taxes or penalties any penalty for failure to comply with any such lawsof the foregoing; (iii) is not liable for any payment to any trust or other fund or to any governmental or administrative authority, ordinances with respect to unemployment compensation benefits, social security or regulationother employment-related benefits; and (iv) has provided employees with the benefits to which they are entitled pursuant to the terms of all COMPANY benefit plans.