Common use of Employee Relations and Agreements Clause in Contracts

Employee Relations and Agreements. (a) Schedule 5.18 --------------------------------- ------------- contains a true and complete listing, as of a recent date, of all employees of the Companies whose annual base salaries exceed $60,000, their annual base salary and date of hire. Since the Financial Statements Date, except as set forth in Schedule 5.18 or as has occurred in the ordinary course of the Business ------------- and consistent as to timing and amount with past practices, none of Sellers or any of the Companies has: (i) materially increased the compensation payable or to become payable to or for the benefit of any Affected Employees; (ii) provided any Affected Employees with materially increased security or tenure of employment; (iii) materially increased the amount payable to any Affected Employees upon the termination of such persons' employment; or (iv) materially increased, augmented or improved benefits granted to or for the benefit of Affected Employees under any bonus, profit sharing, pension, retirement, deferred compensation, insurance or other direct or indirect benefit plan or arrangement. (b) Except as set forth in Schedule 5.18: (i) none of the ------------- Companies is a party to any collective bargaining agreement, and no collective bargaining agreement is the subject of formal negotiations between a Company (or Parent on behalf of a Company) and a union, provided that such formal -------- negotiations shall not be deemed to include ongoing discussions with respect to existing or expired collective bargaining agreements; (ii) no union or similar organization represents employees of any Company and, to the Knowledge of Parent, no question concerning representation exists or has been raised with respect to any of the Affected Employees within the past year, nor to the Knowledge of Parent are there any campaigns being conducted to solicit cards from the Affected Employees to authorize representation by any labor organization; (iii) no present or former director, officer or employee of any Company is a party to any employment or other agreement that entitles him or her to compensation or other consideration upon the acquisition by any Person of control of such Company or as a result of the consummation of the transactions contemplated by this Agreement, whether alone or in conjunction with other events or occurrences; (iv) there is no unfair labor practice charge or complaint pending or, to the Knowledge of Parent, threatened against the Companies; (v) there is no labor strike, slowdown, work stoppage, dispute, lockout or other labor controversy in effect or, to the Knowledge of Parent, threatened against any of the Companies; (vi) Parent is not a party to, or otherwise bound by, any consent decree with, or citation by, any Governmental Body relating to employees or employment practices at the Companies; and (vii) Parent is in compliance with its obligations pursuant to WARN and all other notification and bargaining obligations arising under any collective bargaining agreement, statute or otherwise.

Employee Relations and Agreements. (a) Schedule 5.18 --------------------------------- ------------- 4.18(a) of the Seller Disclosure Schedule contains a true and complete listinglisting (excluding names and any other personally identifying information), as of a recent date, of all employees of the Companies Business Employees whose annual base salaries exceed $60,000150,000 (“Key Employees”), their annual base salary and date of hire. . (b) Since the Financial Statements DateDate through the date of this Agreement, except as set forth in disclosed on Schedule 5.18 4.18(b) of the Seller Disclosure Schedule or as has occurred in the ordinary course of the Business ------------- and business consistent as to timing and amount with past practices, none of Sellers or any of neither the Companies nor any Subsidiary has: (i) materially increased in any material respect the compensation payable or to become payable to or for the benefit of any Affected Business Employees; , (ii) provided any Affected Business Employees with materially increased any material increase in security or tenure of employment; , (iii) materially increased in any material respect the amount payable to any Affected Business Employees upon the termination of such persons' ’ employment; , or (iv) materially increased, augmented or improved in any material respect the benefits granted to or for the benefit of Affected its Business Employees under any bonus, profit sharing, pension, retirement, deferred compensation, insurance or other direct or indirect benefit plan or arrangement, in each case, except as may be required under existing agreements. (bc) Except as set forth in Schedule 5.18: (i4.18(c) none of the ------------- Seller Disclosure Schedule, neither the Companies nor any of the Subsidiaries is a party to any collective bargaining agreementagreement or other contract with any labor union representing Business Employees. (d) Except as set forth in Schedule 4.18(d) of the Seller Disclosure Schedule, and no collective bargaining agreement is the subject of formal negotiations between a Company (or Parent on behalf of a Company) and a union, provided that such formal -------- negotiations shall not be deemed to include ongoing discussions with respect to existing or expired collective bargaining agreements; (ii) no union or similar organization represents employees of any Company Business Employees and, to the Knowledge of ParentSeller, no question concerning representation exists or has been raised with respect such organization is attempting to any organize such employees. (e) Except as set forth in Schedule 4.18(e) of the Affected Employees within the past yearSeller Disclosure Schedule, nor to the Knowledge of Parent are there any campaigns being conducted to solicit cards from the Affected Employees to authorize representation by any labor organization; (iii) no present or former director, officer or employee of the Companies or any Company of the Subsidiaries is a party to any employment or other agreement with the Companies or its Subsidiaries that entitles him or her to material compensation or other material consideration upon (other than any retention agreements that do not involve payments by Buyer, the acquisition Companies or the Subsidiaries to any such director, officer or employee after the Closing). Schedule 4.18(e) sets forth a list of the position of each Key Employee who is party to a retention agreement (which shall not involve payments by Buyer, the Companies or the Transferring Subsidiaries to any Person such Key Employee following the Closing) and the amount to which such Key Employee is entitled under such retention agreement. (f) Since February 2, 2003 there has been no material walk out, strike, slowdown, picketing or work stoppage by employees of control of such any Company or as a result any Subsidiary. During that period each Company and each Subsidiary has complied in all material respects with all applicable Requirements of Law relating to the consummation employment of the transactions contemplated by this Agreementlabor, whether alone or in conjunction with other events or occurrences; including those relating to wages, hours and collective bargaining. (ivg) there There is no unfair labor practice charge or complaint pending or, to the Knowledge of ParentSeller, threatened action, complaint, arbitration, proceeding or investigation against the Companies; any Company or any Subsidiary by or before (v) there is no labor strike, slowdown, work stoppage, dispute, lockout or other labor controversy in effect or, in the case of any threatened matter, that could be brought before) any court, Governmental Body, administrative agency, board, commission or arbitrator brought by or on behalf of any prospective, current or former employees of any Company or any Subsidiary that would reasonably be expected to the Knowledge of Parent, threatened against any have a Material Adverse Effect. (h) Schedule 4.18(h) of the Companies; Seller Disclosure Schedule sets forth for each Company and each Subsidiary, each (vii) Parent is not a party toagreement (other than under any employee benefit plan) with any Key Employee the benefits of which are contingent or vest, or otherwise bound bythe terms of which are materially altered, upon the occurrence of a transaction involving any consent decree with, Company or citation by, any Governmental Body relating to employees or employment practices at Subsidiary of the Companies; nature contemplated by this Agreement and (viiii) Parent is in compliance agreement with its obligations pursuant to WARN and all other notification and bargaining obligations arising under any collective bargaining agreement, statute Key Employee providing any term of employment or otherwisecompensation guarantee.

Employee Relations and Agreements. (a) Schedule 5.18 --------------------------------- ------------- contains a true and complete listing, as listing of a recent date, of all employees each employee of the Companies Company and the Subsidiaries whose annual base salaries exceed compensation exceeded $60,000175,000 during the twelve months ended December 31, 2006, along with their annual base salary and date of hirecompensation during such period. Since the Financial Statements Balance Sheet Date, except as set forth in disclosed on Schedule 5.18 or as has occurred in the ordinary course of the Business ------------- business and consistent as to timing and amount with past practices, none of Sellers or neither the Company nor any of the Companies Subsidiary has: (i) materially increased the cash compensation payable or to become payable to or for the benefit of any Affected Employeesof its employees; (ii) provided any Affected Employees of its employees with materially increased security or tenure of employment; (iii) materially increased the amount payable to any Affected Employees of its employees upon the termination of such persons' ’ employment; or (iv) materially increased, augmented or improved benefits granted to or for the benefit of Affected Employees its employees under any bonus, profit sharing, pension, retirement, deferred compensation, insurance or other direct or indirect benefit plan or arrangement. (b) Except as set forth in Schedule 5.18: (i) none , neither the Company nor any of the ------------- Companies Subsidiaries is a party to any labor contract or collective bargaining agreement. (c) Except as set forth in Schedule 5.18, and no collective bargaining agreement is the subject of formal negotiations between a Company (or Parent on behalf of a Company) and a union, provided that such formal -------- negotiations shall not be deemed to include ongoing discussions with respect to existing or expired collective bargaining agreements; (ii) no union or similar organization represents employees of any the Company or the Subsidiaries and, to the Knowledge of ParentAon, as of the date hereof, no question concerning representation exists or has been raised with respect such organization is attempting to any of the Affected Employees within the past yearorganize such employees. (d) Except as set forth in Schedule 5.18, nor to the Knowledge of Parent are there any campaigns being conducted to solicit cards from the Affected Employees to authorize representation by any labor organization; (iii) no present or former director, officer or employee of any Company is a party to any employment or other agreement that entitles him or her to compensation or other consideration upon the acquisition by any Person of control of such Company or as a result of the consummation of the transactions contemplated by this AgreementAgreement will not, whether either alone or in conjunction combination with any other events event, (i) entitle any director, officer or occurrences; (iv) there is no unfair labor practice charge or complaint pending or, to the Knowledge employee of Parent, threatened against the Companies; (v) there is no labor strike, slowdown, work stoppage, dispute, lockout or other labor controversy in effect or, to the Knowledge of Parent, threatened against any of the Companies; Company or a Subsidiary to severance pay, unemployment compensation or any other payment, except as expressly provided in this Agreement or (viii) Parent is not a party toaccelerate the time of payment or vesting, or otherwise bound byincrease the amount of any compensation or benefits due any director, officer or employee of any of the Company or a Subsidiary (excluding, in the case of clause (i) or (ii), any consent decree withagreements or arrangements that do not involve payments or obligations by the Company or the Subsidiaries). (e) Schedule 5.18 sets forth all individual employment, termination, retention, severance or citation by, other similar contracts or agreements with any Governmental Body relating to employees current or employment practices at former employee of the Companies; and Company under which the Company or the Subsidiaries will have obligations following the Closing (vii) Parent is in compliance with its obligations pursuant to WARN and all other notification and bargaining obligations arising under any collective bargaining agreement, statute or otherwiseeach a “Company Employment Agreement”).

Employee Relations and Agreements. (a) Schedule 5.18 --------------------------------- ------------- contains a true and complete listing, as of a recent date, of all employees Neither of the Companies whose annual base salaries exceed $60,000, their annual base salary and date of hire. Since the Financial Statements Date, except as set forth in Schedule 5.18 or as has occurred in the ordinary course of the Business ------------- and consistent as to timing and amount with past practices, none of Sellers Seller or any of its Subsidiaries (to the Companies has: (iextent related to the Business) materially increased the compensation payable or to become payable to or for the benefit of any Affected Employees; (ii) provided any Affected Employees with materially increased security or tenure of employment; (iii) materially increased the amount payable is a party to any Affected Employees upon the termination of such persons' employment; labor Contract or (iv) materially increased, augmented or improved benefits granted to or for the benefit of Affected Employees under any bonus, profit sharing, pension, retirement, deferred compensation, insurance or other direct or indirect benefit plan or arrangementcollective bargaining Contract. (b) Except as set forth in Schedule 5.18: (i) none of the ------------- Companies is a party to any collective bargaining agreement, and no collective bargaining agreement is the subject of formal negotiations between a Company (or Parent on behalf of a Company) and a union, provided that such formal -------- negotiations shall not be deemed to include ongoing discussions with respect to existing or expired collective bargaining agreements; (ii) no No union or similar organization represents employees of any Company Business Employees and, to the Knowledge of ParentSeller, no question concerning representation exists or has been raised with respect such organization is attempting to any organize such employees. (c) As of the Affected Employees within the past yeardate hereof, nor to the Knowledge of Parent are there any campaigns being conducted to solicit cards from the Affected Employees to authorize representation by any labor organization; (iii) no present or former director, officer or employee of any Company Business Employee is a party to any employment agreement with the Companies, or other agreement Seller or its Affiliates in respect of the Business, that entitles him or her to material compensation or other material consideration upon the acquisition by any Person of control of such Company the Companies or the Business. (d) The Employee List indicates as a result of the consummation date hereof the function and title (including whether full or part-time), base salary or hourly wage rate, exempt or non-exempt status, cash bonus target and other incentive compensation targets, retention or other stay-put bonuses paid or payable, employment site, leave status (including, if applicable, date leave began, nature of leave and anticipated return date), and date of hire for each individual listed therein. (e) The individuals included in the Employee List are all of the transactions employees of Seller or any of its Subsidiaries who are necessary to operate the Business on a stand-alone basis (except for (i) the individuals who provide any of the services contemplated to be provided by this Agreement, whether alone Seller or in conjunction with other events any of its Subsidiaries under the Transition Services Agreement or occurrences; (ivii) there is no unfair labor practice charge the individuals who provide any of the services or complaint pending or, to functions described on Schedule 5.11). To the Knowledge of ParentSeller, threatened against (i) no employee of Seller or its Subsidiaries is included on the Companies; (v) there is no labor strike, slowdown, work stoppage, dispute, lockout Employee List unless such employee has devoted a majority of his or other labor controversy her working hours performing services for the Business in effect or, the 12-month period prior to the Knowledge date hereof (other than new hires for the Business who have been employed by the Business for less than 12-months, but in such case, who have during their period of Parent, threatened against any employment devoted a majority of his or her time performing services for the Companies; (viBusiness) Parent is not a party to, or otherwise bound by, any consent decree with, or citation by, any Governmental Body relating to employees or employment practices at the Companies; and (viiii) Parent no employee of Seller or its Subsidiaries is in compliance with its obligations pursuant to WARN and all other notification and bargaining obligations arising under any collective bargaining agreement, statute included on the Employee List if such employee did not devote a majority of his or otherwiseher working hours performing services for the Business during 2018.

Employee Relations and Agreements. (a) Schedule 5.18 --------------------------------- ------------- contains Seller has, to the extent not prohibited by applicable Privacy Laws, made available to Buyer a true and complete listinglisting (the “Business Employee Census”), as of a recent dateMay 20, 2024, of all employees of the Companies whose annual base salaries exceed $60,000(i) each Business Employee, along with their position, employing entity, annual base salary and or hourly wage rate, as applicable, short-term bonus or commission opportunity, long-term incentive opportunity, date of hire. Since , principal place of employment, designation as either exempt or non exempt from the Financial Statements Date, except as set forth in Schedule 5.18 or as has occurred in the ordinary course overtime requirements of the Business ------------- Fair Labor Standards Act, visa status (if applicable) and consistent leave status (including type of leave and expected return date, if known) (provided, however, that visa status and leave status are as to timing of May 22, 2024) and amount with past practices, none of Sellers or any of the Companies has: (i) materially increased the compensation payable or to become payable to or for the benefit of any Affected Employees; (ii) provided all current individual independent contractors that have a consulting or advisory relationship with Seller, any Affected Employees with materially increased security Asset Transferor or tenure any Acquired Company in respect of employment; (iii) materially increased the amount payable to Business, including their location at which such independent contractors providing services, rate of all regular, bonus or any Affected Employees upon other compensation and the start and termination date of any Contract binding such persons' employment; or (iv) materially increased, augmented or improved benefits granted to or for the benefit of Affected Employees under any bonus, profit sharing, pension, retirement, deferred compensation, insurance or other direct or indirect benefit plan or arrangementindependent contractor. (b) Except as set forth in Schedule 5.18: (i) none None of the ------------- Companies Seller, any Asset Transferor or any Acquired Company is a party to any collective bargaining agreementto, and no bound by, or negotiating a collective bargaining agreement is the subject of formal negotiations between a Company (or Parent on behalf of a Company) and a union, provided that such formal -------- negotiations shall not be deemed to include ongoing discussions with any labor organization with respect to existing any Business Employees. To the Knowledge of Seller, there is not any organized effort by any labor union to organize any Business Employees into one or expired more collective bargaining agreements; units or purporting to represent any Business Employee. Since the Lookback Date, there have been no, and to the Knowledge of Seller there are no pending, strikes, slowdowns, work stoppages, lockouts, or threats thereof, by or with respect to any Business Employees or former Business Employees. None of Seller, any Asset Transferor or any Acquired Company (iiin each case, solely with respect to the Business) no is a party to, and they are not threatened with, any Actions or disputes with a labor union or similar organization represents employees of involving any Company Business Employees and, to the Knowledge of ParentSeller, no question concerning representation exists none are threatened, except as would not reasonably be expected to result in material Liability to Buyer or has been raised any Acquired Company. (c) Except as would not reasonably be expected to result in material Liability to Buyer or any Acquired Company, since the Lookback Date, Seller and the Asset Transferors (in each case, solely with respect to any the Business) and the Acquired Companies have complied with all applicable Laws which relate to employment of the Affected Business Employees within the past year, nor and to the Knowledge of Parent are there any campaigns being conducted to solicit cards from the Affected Employees to authorize representation by any labor organization; (iii) no present or former director, officer or employee of any Company is a party to any employment or other agreement that entitles him or her to compensation or other consideration upon the acquisition by any Person of control of such Company or as a result operation of the consummation Business, including Laws which relate to wages, hours, wage payment, employee record keeping, fair employment practices, terms and conditions of employment, workers’ compensation, occupational safety and health, plant closings, discrimination in employment, disability rights or benefits, equal employment opportunity, immigration (including applicable I-9 Law), reasonable accommodations, labor relations and collective bargaining, employee leave issues, and unemployment insurance, and are not liable for any arrears of wages or any taxes or penalties for failure to comply with the transactions contemplated by this Agreementforegoing. (d) None of Seller, whether alone any Asset Transferor or any Acquired Company (in conjunction each case, solely with other events or occurrences; respect to the Business) has, in the three (iv3) there is years prior to the date hereof, incurred any Liability that remains unsatisfied under the WARN Act. (e) There are no unfair labor practice charge or complaint material Actions, pending or, to the Knowledge of ParentSeller, threatened against Seller, any Asset Transferor, any Acquired Company or any Business Employees or former employees of the Companies; Business relating to any Business Employee or former employee of the Business and alleging violations of any employment or labor Laws. (vf) there is no labor strikeNone of the Acquired Companies has any Contracts with professional employer organizations, slowdown, work stoppage, dispute, lockout or other labor controversy agreements or arrangements in effect oras of the date hereof or with any outstanding Liability providing for co-employment of Business Employees. (g) Except as would not reasonably be expected to result in material Liability to Buyer or any Acquired Company, none of the Seller (with respect to Business Employees, former Business Employees or other service providers to the Business) or any Acquired Company is party to a settlement agreement that involves material allegations of sexual harassment by any Business Employee, former Business Employee or other service providers to the Business. To the Knowledge of ParentSeller, threatened no material allegations of sexual harassment are pending against any of Business Employee, former Business Employee or other service provider to the Companies; (vi) Parent is not a party to, or otherwise bound by, any consent decree with, or citation by, any Governmental Body relating to employees or employment practices at the Companies; and (vii) Parent is in compliance with its obligations pursuant to WARN and all other notification and bargaining obligations arising under any collective bargaining agreement, statute or otherwiseBusiness.

Employee Relations and Agreements. (a) Schedule 5.18 --------------------------------- ------------- 5.18(a) contains a true and complete listing, as of a recent February 1, 2011, of (i) (A) each Business Employee indicating each such Business Employee’s name, hire or engagement date, of all employees of the Companies whose annual base salaries exceed $60,000job title or project description and responsibility, their annual current base salary or hourly wage rate or other compensation (as applicable), target annual incentive bonus opportunity (if applicable) (or if no target exists, prior year incentive bonus), accrued vacation and date paid time-off (if applicable), rate of hire. Since the Financial Statements Datevacation (if applicable), except as set forth in Schedule 5.18 or as has occurred in the ordinary course of the Business ------------- and consistent as to timing leave status (if applicable) and amount with past practicesof service credit recognized (if applicable) for purposes of those Company Plans for which service credit is relevant for purposes of determining vesting, none eligibility, or level or duration of Sellers benefits and (B) and each Person who is engaged by the Company or any of the Companies has: (i) materially increased the compensation payable or to become payable to or for the benefit of any Affected Employees; its Subsidiaries as an independent contractor, and (ii) provided each employee of Seller or any Affected Employees with materially increased security of its Affiliates (including the Company and its Subsidiaries) who will be providing services to the Company or tenure any of employment; (iiiits Subsidiaries after the Closing Date pursuant to the terms of a transition services agreement. Schedule 5.18(a) materially increased the amount payable shall be updated prior to Closing to reflect any Affected Employees upon the termination of such persons' employment; additions or (iv) materially increased, augmented or improved benefits granted to or for the benefit of Affected Employees under any bonus, profit sharing, pension, retirement, deferred compensation, insurance or other direct or indirect benefit plan or arrangementdeletions. (b) Except as set forth in on Schedule 5.18: (i) none 5.18(b), no Business Employee is now, or will by the passage of time hereafter become, entitled to receive any vacation time, vacation pay or severance pay attributable to services rendered prior to the ------------- Companies Closing Date. Except as set forth on Schedule 5.18(b), neither Seller, the Company nor WHI-IPA nor any of their respective Affiliates is a party to any collective bargaining agreementwritten or oral employment contract or agreement with any of such Business Employees. (c) Except as set forth in Schedule 5.18(c), neither the Company nor any of its Subsidiaries is (i) a party to, and no Business Employee is covered by, any labor contract or collective bargaining agreement is or any other type of agreement or arrangement with a labor organization, trade union, works council or other worker representative body, or (ii) or has engaged in any unfair labor practice and there are no complaints against the subject Company or any of formal negotiations between a Company (its Subsidiaries pending before the National Labor Relations Board or Parent any similar state or local labor agency by or on behalf of a Company) and a union, provided that such formal -------- negotiations shall not be deemed to include ongoing discussions any Business Employee. Neither the Company nor any of its Subsidiaries has any material liability with respect to existing any misclassification of any Person as an independent contractor rather than as an employee or expired collective bargaining agreements; as exempt rather than non-exempt employee. (iid) Except as set forth in Schedule 5.18(d), there have been no union representation questions, arbitration proceedings, labor strikes, slow downs or similar organization represents stoppages, material grievances or other labor disputes with respect to the employees of the Company and any of its Subsidiaries (including the Business Employees) during the past three (3) years and no representation questions, arbitration proceedings, labor strikes, slow downs or stoppages, material grievances or other labor disputes are pending or, to the Knowledge of Seller, threatened with respect to the current or former employees of the Company and any of its Subsidiaries (including the Business Employees), and, to the Knowledge of ParentSeller, neither the Company nor any of its Subsidiaries has experienced, during the two (2) years preceding the date hereof, any attempt by organized labor to cause the Company to comply with or conform to demands of organized labor relating to its employees (including the Business employees). (e) Except as set forth in Schedule 5.18(e), no question concerning representation exists or has been raised with respect to any of the Affected Employees within the past year, nor to the Knowledge of Parent are there any campaigns being conducted to solicit cards from the Affected Employees to authorize representation by any labor organization; (iii) no present or former director, officer or employee of the Company or any Company of its Subsidiaries is a party to any employment or other agreement with the Company or any of its Subsidiaries that entitles him or her to compensation or other consideration upon the acquisition by any Person of control Control of such the Company or as a result of the consummation of the transactions contemplated by this Agreement, whether alone or in conjunction with other events or occurrences; (iv) there is no unfair labor practice charge or complaint pending or, to the Knowledge of Parent, threatened against the Companies; (v) there is no labor strike, slowdown, work stoppage, dispute, lockout or other labor controversy in effect or, to the Knowledge of Parent, threatened against any of the Companies; (vi) Parent is not a party to, or otherwise bound by, any consent decree with, or citation by, any Governmental Body relating to employees or employment practices at the Companies; and (vii) Parent is in compliance with its obligations pursuant to WARN and all other notification and bargaining obligations arising under any collective bargaining agreement, statute or otherwiseSubsidiaries.

Employee Relations and Agreements. (a) Schedule 5.18 --------------------------------- ------------- contains a true and complete listing, as listing of a recent date, each of all the employees of the Companies Subsidiaries whose annual base salaries exceed compensation exceeded $60,000200,000 during the twelve months ended December 31, 2005, along with their annual base salary and date of hirecompensation during such period. Since the Financial Statements Date, except as set forth in Schedule 5.18 or as has occurred in the ordinary course Ordinary Course of the Business ------------- and consistent as to timing and amount with past practicesBusiness, none of Sellers or any of the Companies hashave not: (i) materially increased the compensation payable or to become payable to or for the benefit of any Affected Employees; Company Employee, (ii) provided any Affected Employees of Company Employee with materially increased security or tenure of employment; , (iii) materially increased the amount payable to any Affected Employees Company Employee upon the termination of such personsPersons' employment; , or (iv) materially adopted, modified or terminated any Company Plan or increased, augmented or improved benefits granted to or for the benefit of Affected Employees any Company Employee under any bonus, profit sharing, pension, retirement, deferred compensation, insurance or other direct or indirect benefit plan or arrangementCompany Plan. (b) Except as set forth in Schedule 5.18: (i) , none of the ------------- Companies is are a party to any collective bargaining agreementlabor Contract, and no collective bargaining agreement is the subject of formal negotiations between a Company or employment agreement. (or Parent on behalf of a Companyc) and a unionExcept as set forth in Schedule 5.18, provided that such formal -------- negotiations shall not be deemed to include ongoing discussions with respect to existing or expired collective bargaining agreements; (ii) no union or similar organization represents employees of any Company the Companies and, to the Knowledge of Parentthe Selling Shareholders, as of the date hereof no such organization is attempting to organize such employees. (d) Except as set forth in Schedule 5.18, no question concerning representation exists or has been raised with respect to any of the Affected Employees within the past year, nor to the Knowledge of Parent are there any campaigns being conducted to solicit cards from the Affected Employees to authorize representation by any labor organization; (iii) no present or former director, officer or employee of any Company Employee is a party to any employment or other agreement with any of the Companies that entitles him or her to compensation or other consideration upon the acquisition by any Person of control of such Company or as a result any of the consummation of the transactions contemplated by this AgreementCompanies. (e) Except as set forth in Schedule 5.18, whether alone or in conjunction with other events or occurrences; (iv) there is no unfair labor practice charge or complaint is pending or, to the Knowledge of Parentthe Selling Shareholders, threatened threatened, against the Companies; Subsidiaries. (vf) there Except as set forth in Schedule 5.18, each subsidiary is no labor strikein material compliance with all applicable laws, slowdownagreements, work stoppageContracts, disputepolicies, lockout plans and programs relating to employment, employment practices, compensation, benefits, hours, terms and conditions of employment and the termination of employment, including any obligations pursuant to the Worker Adjustment Retraining and Notification Act of 1988 ("WARN"). (g) Except as set forth in Schedule 5.18, neither of the Subsidiaries will be liable for any severance pay or other labor controversy payments to any employee or former employee arising from the termination of employment, and neither of the Subsidiaries will have any Liability under any benefit or severance policy, practice, agreement, plan or program which exists or arises, or may be deemed to exist or arise, under any applicable law or otherwise, as a result of or in effect or, to connection with the Knowledge transactions contemplated hereunder or the termination of Parent, threatened against any of the Companies; (vi) Parent is not a party to, Subsidiaries employees on or otherwise bound by, any consent decree with, or citation by, any Governmental Body relating prior to employees or employment practices at the Companies; and (vii) Parent is in compliance with its obligations pursuant to WARN and all other notification and bargaining obligations arising under any collective bargaining agreement, statute or otherwiseClosing Date.

Employee Relations and Agreements. (a) Schedule 5.18 --------------------------------- ------------- contains Seller Parent has provided to Buyer a true and complete listing, as of a recent dateFebruary 8, 2017, of all employees of the Companies each Business Employee, including each Business Employee whose annual base salaries exceed cash compensation exceeds $60,000100,000 (or the equivalent in a foreign currency in which the employee is paid), along with their annual base salary and date of hire. Since , and Seller Parent acknowledges and agrees that, as of the Financial Statements Datedate of this Agreement, (i) there are no other Persons, except as set forth the Business Employees and Retained Employees, who are employed by Seller Parent or any of its Affiliates (including the Business Subsidiaries) who provide services primarily to or on behalf of the Business and (ii) since January 1, 2016, Seller Parent and its Affiliates (including the Business Subsidiaries) have not transferred or modified the job responsibilities of any Person employed by Seller Parent or any of its Affiliates (including the Business Subsidiaries) who was providing services primarily to or on behalf of the Business that has resulted in Schedule 5.18 such Person not meeting the definition of a Business Employee, except for such transfers or as has occurred modifications (A) in the ordinary course and consistent with past practice and that would not adversely affect or impair the Business in a material way or (B) as necessary for the Retained Employees to be retained and employed by Seller Parent or its Affiliates (other than the Business Subsidiaries) as of the Business ------------- and consistent as to timing and amount with past practices, none of Sellers or any Closing. As of the Companies has: (i) materially increased date hereof, to the Knowledge of Seller Parent, no Business Employee whose annual base cash compensation payable exceeds $250,000 has given written notice of his or to become payable to or for the benefit of any Affected Employees; (ii) provided any Affected Employees with materially increased security or tenure of employment; (iii) materially increased the amount payable to any Affected Employees upon the her termination of such persons' employment; or employment to be effective on a date prior to the one (iv1) materially increased, augmented or improved benefits granted to or for the benefit year anniversary of Affected Employees under any bonus, profit sharing, pension, retirement, deferred compensation, insurance or other direct or indirect benefit plan or arrangementClosing. (b) Except as set forth in Schedule 5.18: (iSection 5.19(b) none of the ------------- Companies Seller Disclosure Letter, neither any Business Subsidiary nor any Asset Seller (with respect to the Business) is a party to, or bound by, any collective bargaining agreement or other Contract with any labor union, labor organization, works council, employee association, trade union, employee representative body or similar entity representing any of the Business Employees. No union, works council, labor organization, employee association or similar organization has any bargaining rights acquired by certification or voluntary recognition with respect to the Business Employees or, to the Knowledge of Seller Parent represents or is purporting to represent any Business Employees. To the Knowledge of Seller Parent, no such labor-related organization is attempting or, in the past two (2) years, has attempted to organize or represent any such employees. Except as set forth in Section 5.19(b) of the Seller Disclosure Letter, neither any Business Subsidiary nor any Asset Seller is negotiating, in connection with the Business, with any labor union, works council, labor organization, employee association, trade union, employee representative body or similar entity representing Business Employees. There has been no actual or, to the Knowledge of Seller Parent, threatened unfair labor practice charges, material grievances, material labor-related arbitrations, strikes, lockouts, work stoppages, slowdowns, picketing, hand billing or other material labor-related disputes against or affecting any Business Subsidiaries or Asset Seller (with respect to the Business). (c) Except as set forth in Section 5.19(c) of the Seller Disclosure Letter, no U.S. Business Employee is a party to any collective bargaining agreementwritten employment, and no collective bargaining agreement is the subject of formal negotiations between a Company (or Parent on behalf of a Company) and a unionseverance, provided that such formal -------- negotiations shall not be deemed to include ongoing discussions with respect to existing or expired collective bargaining agreements; (ii) no union or similar organization represents employees of any Company andretention, to the Knowledge of Parent, no question concerning representation exists or has been raised with respect to any of the Affected Employees within the past year, nor to the Knowledge of Parent are there any campaigns being conducted to solicit cards from the Affected Employees to authorize representation by any labor organization; (iii) no present or former director, officer or employee of any Company is a party to any employment change in control or other agreement with any Business Subsidiary or any Selling Party that entitles him or her to compensation material bonus or other consideration upon severance compensation. Seller Parent has made available to Buyer the acquisition form employment agreement currently used by the Business with respect to International Business Employees. (d) Except as would not reasonably be expected to result in material liability to the Buyer, its Affiliates, any Person Business Subsidiary or the Business, Seller Parent and its Affiliates are in compliance with all Laws respecting employment and employment practices, including without limitations, all applicable Requirements of control Law respecting labor, employment, fair employment practices, employment standards, terms and conditions of such Company employment, pensions, workers’ compensation, occupational safety and health requirements, plant closings (including the WARN Act), wages and hours, pay equity or as a result equal pay, classification of exempt and nonexempt employees, classification of independent contractors, immigration (including the verification of I-9s for all employees and proper confirmation of employee visas) withholding taxes, employment discrimination, affirmative action requirements under any federal or state Contracts, disability rights and benefits, equal opportunity, human rights, labor relations, employee leave issues and unemployment insurance and related matters with respect to Business Employees. (e) To the Knowledge of Seller Parent, no Business Employee is in material violation of any term of any employment agreement, nondisclosure agreement, common law nondisclosure obligation, fiduciary duty, non-competition agreement or restrictive covenant obligation to the Business Subsidiaries or Asset Sellers. (f) The execution of this Agreement and the consummation of the transactions contemplated by this Agreement will not result in any breach or other violation of any collective bargaining agreement or other Contract between the Business Subsidiaries and any labor union, labor organization or works council. With respect to the Business Subsidiaries, prior to the date of this Agreement, whether alone Seller Parent and the Business Subsidiaries have satisfied any pre-signing Requirements of Law or in conjunction with other events or occurrences; (iv) there is no unfair labor practice charge or complaint pending or, under Contract to the Knowledge of Parent, threatened against the Companies; (v) there is no labor strike, slowdown, work stoppage, dispute, lockout or other labor controversy in effect or, to the Knowledge of Parent, threatened against any of the Companies; (vi) Parent is not a party provide notice to, or otherwise bound byto enter into any consultation procedure with, any consent decree withlabor union, labor organization or citation by, any Governmental Body relating to employees works council in connection with the execution of this Agreement or employment practices at the Companies; and (vii) Parent is in compliance with its obligations pursuant to WARN and all other notification and bargaining obligations arising under any collective bargaining agreement, statute or otherwisetransactions contemplated by this Agreement.

Employee Relations and Agreements. (a) Schedule 5.18 --------------------------------- ------------- 5.17(a) contains a true and complete listinglist (excluding names and any other personally identifying information) of the position, status as exempt or unexempt from overtime under the FLSA, annual salary or hourly wage rate, base rate of bonus opportunity, date of hire and work location of all of the employees (whether full-time, part-time or otherwise) employed in the Business as of a recent date, the date set forth therein other than the Excluded Employees ("Current Business Employees"). Such list shall be updated as of the Cut- Off Date and shall be revised so as to include the names of all such employees of the Business who are employed by Seller or any Company on the Cut-Off Date other than the Excluded Employees ("Business Employees"). Such updated and revised list shall be delivered by Seller to Buyer at the Closing. Such updated and revised list may be supplemented by Seller promptly following the Closing Date to add the names of any employees of the Business who were unintentionally omitted from the list delivered by Seller to Buyer at the Closing. Seller has provided to Buyer true, correct and complete copies of all Employment Agreements, personnel policies and employee handbooks relating to the Current Business Employees. Neither Seller nor any of the Companies whose annual base salaries exceed $60,000, their annual base salary and date has (in respect of hire. the Business) received a claim from any Governmental Body to the effect that it has improperly classified as an independent contractor any Person named in Schedule 5.17(a). (b) Since the Financial Statements DateDate through the date of this Agreement, except as set forth disclosed in Schedule 5.18 5.17(b) or as has occurred in the ordinary course of the Business ------------- and business consistent as to timing and amount with past practices, none of Sellers or neither Seller nor any of the Companies has: has (in respect of the Business): (i) materially increased in any material respect the compensation payable or to become payable to or for the benefit of any Affected Employees; of its employees, (ii) provided any Affected Employees of its employees with materially increased any material increase in security or tenure of employment; , (iii) materially increased in any material respect the amount payable to any Affected Employees of its employees upon the termination of such persons' employment; , or (iv) materially increased, augmented or improved in any material respect the benefits granted to or for the benefit of Affected Employees its employees under any bonus, profit sharing, pension, retirement, deferred compensation, insurance or other direct or indirect benefit plan or arrangement. (bc) Except For the three-year period preceding the date of this Agreement, except as set forth disclosed in Schedule 5.18: 5.17(c): (i) none of the ------------- employees of the Business has been, or is currently, represented by a labor organization or group which was either certified or voluntarily recognized as an exclusive bargaining representative by any Governmental Body, including the National Labor Relations Board, and neither Seller nor any of the Companies has been or is a party signatory to any collective bargaining agreement, and no a collective bargaining agreement is the subject of formal negotiations between a Company (or Parent on behalf of a Company) and a with any trade union, provided that such formal -------- negotiations shall not be deemed labor organization or labor group related to include ongoing discussions with respect to existing or expired collective bargaining agreements; the operations of the Business; (ii) no union labor dispute, walk out strike, slowdown, hand billing, picketing or similar organization represents work stoppage (sympathized or otherwise) involving the employees of any Company andthe Business has occurred, to the Knowledge of Parent, no question concerning representation exists or has been raised with respect to any of the Affected Employees within the past year, nor to the Knowledge of Parent are there any campaigns being conducted to solicit cards from the Affected Employees to authorize representation by any labor organization; (iii) no present or former director, officer or employee of any Company is a party to any employment or other agreement that entitles him or her to compensation or other consideration upon the acquisition by any Person of control of such Company or as a result of the consummation of the transactions contemplated by this Agreement, whether alone or in conjunction with other events or occurrences; (iv) there is no unfair labor practice charge or complaint pending progress or, to the Knowledge of ParentSeller, threatened against has been threatened; (iii) neither Seller nor any of the CompaniesCompanies is or has been (in respect of the Business) a state or federal contractor obligated to develop and maintain an affirmative action plan; and (viv) there is no labor strike, slowdown, work stoppage, dispute, lockout or other labor controversy in effect or, to the Knowledge of ParentSeller, threatened against any Seller and each of the Companies; (vi) Parent is not a party to, or otherwise bound by, any consent decree with, or citation by, any Governmental Body relating to employees or employment practices at the Companies; and (vii) Parent is Companies has been in compliance in all material respects with its obligations pursuant all Labor Laws applicable to WARN and all other notification and bargaining obligations arising under any collective bargaining agreement, statute or otherwisethe operations of the Business.

Employee Relations and Agreements. (a) Schedule 5.18 --------------------------------- ------------- contains a true and complete listing, as of a recent date, of all employees Neither of the Acquired Companies whose annual base salaries exceed $60,000, their annual base salary and date of hire. Since the Financial Statements Date, except as set forth in Schedule 5.18 or as has occurred in the ordinary course of the Business ------------- and consistent as to timing and amount with past practices, none of Sellers or any of the Companies has: (i) materially increased the compensation payable or to become payable to or for the benefit of any Affected Employees; (ii) provided any Affected Employees with materially increased security or tenure of employment; (iii) materially increased the amount payable is a party to any Affected Employees upon the termination of such persons' employment; or (iv) materially increasedlabor contract, augmented or improved benefits granted to or for the benefit of Affected Employees under any bonus, profit sharing, pension, retirement, deferred compensation, insurance collective bargaining agreement or other direct Contract with any labor organization, union or indirect benefit plan or arrangementassociation. (b) Except as set forth in Schedule 5.18: 5.16(b): (i) none of the ------------- Companies is a party to any collective bargaining agreementthere are no labor strikes, and no collective bargaining agreement is the subject of formal negotiations between a Company (work stoppages or Parent on behalf of a Company) and a unionlockouts pending, provided that such formal -------- negotiations shall not be deemed to include ongoing discussions with respect to existing or expired collective bargaining agreements; (ii) no union or similar organization represents employees of any Company and, to the Knowledge of Parent, no question concerning representation exists or has been raised with respect to any of the Affected Employees within the past year, nor to the Knowledge of Parent are there any campaigns being conducted to solicit cards from the Affected Employees to authorize representation by any labor organization; (iii) no present or former director, officer or employee of any Company is a party to any employment or other agreement that entitles him or her to compensation or other consideration upon the acquisition by any Person of control of such Company or as a result of the consummation of the transactions contemplated by this Agreement, whether alone or in conjunction with other events or occurrences; (iv) there is no unfair labor practice charge or complaint pending or, to the Knowledge of ParentSellers, threatened threatened, against either of the Acquired Companies; (vii) there is no labor strike, slowdown, work stoppage, dispute, lockout or other labor controversy in effect or, to the Knowledge of ParentSellers, no union organizational campaign is in progress with respect to the employees of either of the Acquired Companies; (iii) since January 1, 2012, there have been no investigations, disputes or Proceedings pending, or to the Knowledge of Sellers, threatened against either of the Acquired Companies involving any of the Companies; its (viA) Parent is not a party toemployees or former employees, or otherwise bound byrelating to violation of Requirements of Law with respect to its employees or former employees, any consent decree with(B) independent contractors claiming to be misclassified, (C) employees of a staffing or temporary agency claiming the Acquired Company is a joint employer, or citation by(D) any dispute or controversy with a union or with respect to unionization or collective bargaining involving the employees of the Acquired Companies, in each case, that is reasonably expected to adversely affect the Business or the Acquired Companies in any Governmental Body relating to employees or employment practices at the Companiesmaterial respect; and (viiiv) Parent each Acquired Company is in material compliance with its obligations all applicable Requirements of Law respecting employment and employment practices, terms and conditions of employment, leaves of absence, worker classification, wages, overtime compensation, hours of work, withholding and occupational safety and health. (c) To the Knowledge of Sellers, each employee of the Acquired Companies (excluding temporary employees) is a United States citizen or has a current and valid work visa or otherwise has the lawful right to work in the United States, and the Acquired Companies have kept proper documentation of applicable work authorization documents for all employees (excluding temporary employees). (d) To the Knowledge of Sellers, all independent contractors who have worked for the Acquired Companies at any time with respect to which an Acquired Company could have outstanding Liability are and have been properly classified as independent contractors pursuant to WARN and all other notification and bargaining obligations arising under any collective bargaining agreement, statute or otherwiseapplicable regulations.

Employee Relations and Agreements. (a) Schedule 5.18 --------------------------------- ------------- contains a true and complete listing, as listing of a recent date, of all employees each employee of the Companies and the Subsidiaries whose annual base salaries exceed compensation exceeded $60,000100,000 during the twelve months ended December 31, 2006, along with their annual base salary and date of hirebonus during such period. Since the Financial Statements DateJune 30, 2007, except as set forth disclosed in Schedule 5.18 or as has occurred in the ordinary course of the Business ------------- business and consistent with past practice (including as to timing and amount with past practicesamount), none of Sellers or any of neither the Companies nor any Subsidiary has: (i) materially increased the cash compensation payable or to become payable to or for the benefit of any Affected Employeesof its employees; (ii) provided any Affected Employees of its employees with materially increased security or tenure of employment; (iii) materially increased the amount payable to any Affected Employees of its employees upon the termination of such persons' ’ employment; or (iv) materially increased, augmented or improved benefits granted to or for the benefit of Affected Employees its employees under any bonus, profit sharing, pension, retirement, deferred compensation, insurance or other direct or indirect benefit plan or arrangement. (b) Neither any of the Companies nor any of the Subsidiaries is a party to or is bound by any collective bargaining agreement or any labor union contract, nor are there any activities or proceedings, including a demand for recognition or certification, whether before the National Labor Relations Board or any other labor relations tribunal or authority, of any labor union or group of employees to organize any employees of the Companies or any of the Subsidiaries or compel any Company or Subsidiary to bargain with any labor union or labor organization. (c) No union or similar organization represents employees of the Companies or the Subsidiaries and, to the Knowledge of Aon, no such organization is attempting to organize such employees. (d) Except as set forth in Schedule 5.18: (i) none of the ------------- Companies is a party to any collective bargaining agreement, and no collective bargaining agreement is the subject of formal negotiations between a Company (or Parent on behalf of a Company) and a union, provided that such formal -------- negotiations shall not be deemed to include ongoing discussions with respect to existing or expired collective bargaining agreements; (ii) no union or similar organization represents employees of any Company and, to the Knowledge of Parent, no question concerning representation exists or has been raised with respect to any of the Affected Employees within the past year, nor to the Knowledge of Parent are there any campaigns being conducted to solicit cards from the Affected Employees to authorize representation by any labor organization; (iii) no present or former director, officer or employee of the Companies or any Company of the Subsidiaries is a party to any employment or other agreement with the Companies or the Subsidiaries that entitles him or her to compensation or other consideration upon the acquisition by any Person of control of such Company or as a result Control of the consummation of Companies or the transactions contemplated by this Agreement, whether alone or in conjunction with other events or occurrences; (iv) there is no unfair labor practice charge or complaint pending or, to the Knowledge of Parent, threatened against the Companies; (v) there is no labor strike, slowdown, work stoppage, dispute, lockout or other labor controversy in effect or, to the Knowledge of Parent, threatened against any of the Companies; (vi) Parent is not a party to, or otherwise bound by, any consent decree with, or citation by, any Governmental Body relating to employees or employment practices at the Companies; and (vii) Parent is in compliance with its obligations pursuant to WARN and all other notification and bargaining obligations arising under any collective bargaining agreement, statute or otherwiseSubsidiaries.

Employee Relations and Agreements. (a) Schedule SCHEDULE 5.18 --------------------------------- ------------- contains a true and complete listing, as of a recent date, of all employees of the Companies whose annual base salaries exceed $60,000, their annual base salary and date of hire. Since the Financial Statements Date, except as set forth in Schedule SCHEDULE 5.18 or as has occurred in the ordinary course of the Business ------------- and consistent as to timing and amount with past practices, none of Sellers or any of the Companies has: (i) materially increased the compensation payable or to become payable to or for the benefit of any Affected Employees; (ii) provided any Affected Employees with materially increased security or tenure of employment; (iii) materially increased the amount payable to any Affected Employees upon the termination of such persons' employment; or (iv) materially increased, augmented or improved benefits granted to or for the benefit of Affected Employees under any bonus, profit sharing, pension, retirement, deferred compensation, insurance or other direct or indirect benefit plan or arrangement. (b) Except as set forth in Schedule SCHEDULE 5.18: (i) none of the ------------- Companies is a party to any collective bargaining agreement, and no collective bargaining agreement is the subject of formal negotiations between a Company (or Parent on behalf of a Company) and a union, provided PROVIDED that such formal -------- negotiations shall not be deemed to include ongoing discussions with respect to existing or expired collective bargaining agreements; (ii) no union or similar organization represents employees of any Company and, to the Knowledge of Parent, no question concerning representation exists or has been raised with respect to any of the Affected Employees within the past year, nor to the Knowledge of Parent are there any campaigns being conducted to solicit cards from the Affected Employees to authorize representation by any labor organization; (iii) no present or former director, officer or employee of any Company is a party to any employment or other agreement that entitles him or her to compensation or other consideration upon the acquisition by any Person of control of such Company or as a result of the consummation of the transactions contemplated by this Agreement, whether alone or in conjunction with other events or occurrences; (iv) there is no unfair labor practice charge or complaint pending or, to the Knowledge of Parent, threatened against the Companies; (v) there is no labor strike, slowdown, work stoppage, dispute, lockout or other labor controversy in effect or, to the Knowledge of Parent, threatened against any of the Companies; (vi) Parent is not a party to, or otherwise bound by, any consent decree with, or citation by, any Governmental Body relating to employees or employment practices at the Companies; and (vii) Parent is in compliance with its obligations pursuant to WARN and all other notification and bargaining obligations arising under any collective bargaining agreement, statute or otherwise.

Employee Relations and Agreements. (a) --------------------------------- Schedule 5.18 --------------------------------- ------------- 5.18 (a) contains a true and complete listing, as of a recent ---------------- date, of all employees of the Companies whose annual base salaries exceed $60,000(with respect to the Business), their annual base salary and date of hire. Since the Financial Statements Date, except as set forth in disclosed on Schedule 5.18 5.18(a) or ---------------- as has occurred in the ordinary course of the Business ------------- business and consistent as to timing and amount with past practices, none of Sellers or any of the Companies (with respect to the Business) has: (i) materially increased the compensation payable or to become payable to or for the benefit of any Affected Employees; of its employees or (ii) provided any Affected Employees with materially increased security or tenure of employment; (iii) materially increased the amount payable to any Affected Employees upon the termination of such persons' employment; or (iv) materially increased, augmented or improved benefits granted to or for the benefit of Affected Employees its employees under any bonus, profit sharing, pension, retirement, deferred compensation, insurance or other direct or indirect benefit plan or arrangement. (b) Except as set forth in Schedule 5.18: (i) 5.18(b), none of the ------------- ---------------- Companies (with respect to the Business) is a party to any collective bargaining agreementlabor contract, and no collective bargaining agreement is the subject of formal negotiations between a Company or employment agreement. (or Parent on behalf of a Companyc) and a unionExcept as set forth in Schedule 5.18(c), provided that such formal -------- negotiations shall not be deemed to include ongoing discussions with respect to existing or expired collective bargaining agreements; (ii) no union or ---------------- similar organization represents employees of any Company the Companies (with respect to the Business) and, to the Knowledge of ParentSellers, no question concerning representation exists or has been raised with respect such organization is attempting to any of the Affected Employees within the past year, nor to organize such employees. To the Knowledge of Parent are there any campaigns being conducted Sellers, no unfair labor practice charge, work stoppage, picketing or other similar activity relating to solicit cards from labor matters of the Affected Employees to authorize representation by any labor organization; Business is currently pending. (iiid) Except as set forth in Schedule 5.18(d), no present or former director, ---------------- officer or employee of any Company the Companies (with respect to the Business) is a party to any employment or other agreement with the Companies that entitles him or her to compensation or other consideration upon the acquisition by any Person of control of such Company the Business. (e) Since January 1, 1999, Sellers have not engaged in any plant closing or as a result mass layoff related to any employee of the consummation Business which has resulted in liability under the Worker Adjustment and Retraining Notification Act of 1988, or under any comparable law or regulation of a foreign jurisdiction and, except as contemplated by Section 7.9, have not issued any notice that any such action is to ----------- occur in the future. (f) Sellers are in compliance in all material respects with all applicable requirements of the transactions contemplated Immigration Reform and Control Act, and have in their files properly completed, in all material respects, copies of Form I-9 for all employees of the Business with respect to whom that form is required. The original of all such Form I-9's and all supporting documentation will be delivered to Buyer as soon as practicable after the Closing Date. (g) In respect of UK only: (i) Schedule 5.18(g)(i) contains a true and complete ------------------- listing of the names of all persons employed by this AgreementUK (the "UK -- Employees"), whether alone their annual base salary and date of hire. --------- (ii) Since April 1, 2000 through the date hereof, except as set forth in Schedule 5.18(g)(ii), no management level UK --------------------- Employee has given formal notice terminating his or her employment. (iii) No negotiations for any increase in conjunction the renumeration or benefits of any of the UK Employees are current or due to take place within a period of 6 months after the Closing Date, in each case other than in the ordinary course of business consistent with other events or occurrences; past practice. (iv) there To the Knowledge of Sellers, none of the UK Employees is no unfair labor practice charge or complaint pending orinvolved in any industrial dispute with UK and, to the Knowledge of ParentSellers, threatened against the Companies; (v) there is no labor strike, slowdown, work stoppage, dispute, lockout or other labor controversy in effect or, to the Knowledge of Parent, threatened against any of the Companies; (vi) Parent is not a party to, or otherwise bound by, any consent decree with, or citation by, any Governmental Body relating to employees or employment practices at the Companies; and (vii) Parent is in compliance with its obligations pursuant to WARN and all other notification and bargaining obligations arising under any collective bargaining agreement, statute or otherwisesuch dispute has been threatened.

Employee Relations and Agreements. (a) Schedule 5.18 5.20 --------------------------------- ------------- contains a true and complete listing, as of a recent date, listing of all U.S. employees of the Companies whose annual base salaries exceed $60,000and the Subsidiaries as of two weeks before the date hereof, their annual base salary and sets forth for each such employee the following: (i) title or position, (ii) hire date and (iii) current rate of hiresalary. Schedule 5.20 contains a true and complete listing of ------------- all non-U.S. employees of the Companies and the Subsidiaries as of four weeks before the date hereof, and sets forth for each such employee the following: (i) title or position and (ii) current rate of salary. Since the Financial Statements Statement Date, except as set forth in disclosed on Schedule 5.18 or as has occurred in the ordinary course of the Business 5.20, neither a Company nor any Subsidiary ------------- and consistent as to timing and amount with past practices, none of Sellers or any of the Companies has: (i) materially increased the compensation payable or to become payable to or for the benefit of any Affected Employees; of its employees, except as has occurred in the ordinary course of Business and consistent as to timing and amount with past practices, (ii) provided any Affected Employees of its employees with materially increased security or tenure of employment; , (iii) materially increased the amount payable to any Affected Employees of its employees upon the termination of such persons' employment; , or (iv) materially increased, augmented or improved benefits granted to or for the benefit of Affected Employees its employees under any bonus, profit sharing, pension, retirement, deferred compensation, insurance or other direct or indirect benefit plan or arrangement. (b) Except as set forth in on Schedule 5.18: (i) none 5.20, neither a Company nor any ------------- of the ------------- Companies Subsidiaries is a party to any collective bargaining agreement or employment agreement or is currently negotiating such agreement. (c) Except as set forth on Schedule 5.20, and no collective bargaining agreement is the subject of formal negotiations between a Company (or Parent on behalf of a Company) and a union, provided that such formal -------- negotiations shall not be deemed to include ongoing discussions with respect to existing or expired collective bargaining agreements; (ii) no union or similar ------------- organization represents employees of either Company or any Company Subsidiary and, to the Knowledge of ParentSeller, no question concerning representation exists or has been raised with respect such organization is attempting to any of the Affected Employees within the past yearorganize such employees. (d) Except as set forth on Schedule 5.20, nor to the Knowledge of Parent are there any campaigns being conducted to solicit cards from the Affected Employees to authorize representation by any labor organization; (iii) no present or former director, officer or ------------- employee of either Company or any Company of the Subsidiaries is a party to any employment or other agreement that entitles him or her to compensation or other consideration upon the acquisition by any Person of control of such either Company or any Subsidiary. (e) Except as a result set forth on Schedule 5.20, (i) the Companies and the ------------- Subsidiaries are in material compliance with all federal, state and other applicable laws respecting employment and employment practices, terms and conditions, and, to the knowledge of Seller, have not engaged in any unfair labor practice; (ii) the worker classification of each employee or independent contractor who is or was in the service of any Company or any Subsidiary prior to the Closing Date complies with all applicable law (provided, however, that -------- ------- Seller makes no representation or warranty regarding whether any such classification is appropriate for Buyer's operation of the consummation of Business and Buyer shall be responsible for determining the transactions contemplated by this Agreementproper worker classification for any period after the Closing); and (iii) no labor strike, whether alone dispute, slowdown or in conjunction with other events or occurrences; (iv) there stoppage is no unfair labor practice charge or complaint pending or, to the Knowledge of ParentSeller, threatened against or involving the Companies; (v) there is no labor strike, slowdown, work stoppage, dispute, lockout Company or other labor controversy in effect or, to the Knowledge of Parent, threatened against any of the Companies; (vi) Parent is not a party to, or otherwise bound by, any consent decree with, or citation by, any Governmental Body relating to employees or employment practices at the Companies; and (vii) Parent is in compliance with its obligations pursuant to WARN and all other notification and bargaining obligations arising under any collective bargaining agreement, statute or otherwiseSubsidiaries.

Employee Relations and Agreements. (a) Schedule 5.18 --------------------------------- ------------- contains a true and complete listingExcept as provided by Puerto Rican Act No. 80 of May 30, 1976, as of a recent dateamended, of all employees of the Companies whose annual base salaries exceed $60,000, their annual base salary and date of hire. Since the Financial Statements Date, except as set forth in Schedule 5.18 or as has occurred in the ordinary course of the Business ------------- and consistent as to timing and amount with past practices, none of Sellers or any of the Companies has: (i) materially increased the compensation payable or to become payable to or for the benefit of any Affected Employees; (ii) provided any Affected Employees with materially increased security or tenure of employment; (iii) materially increased the amount payable to any Affected Employees upon the termination of such persons' employment; or (iv) materially increased, augmented or improved benefits granted to or for the benefit of Affected Employees under any bonus, profit sharing, pension, retirement, deferred compensation, insurance or other direct or indirect benefit plan or arrangement. (b) Except as set forth in Schedule 5.18: (i) none of the ------------- Companies is a party to any collective bargaining agreement, and no collective bargaining agreement is the subject of formal negotiations between a Company (or Parent on behalf of a Company) and a union, provided that such formal -------- negotiations shall not be deemed to include ongoing discussions with respect to existing or expired collective bargaining agreements; (ii) no union or similar organization represents employees of any Company and, to the Knowledge of Parent5.16, no question concerning representation exists or has been raised with respect to any of the Affected Employees within the past year, nor to the Knowledge of Parent are there any campaigns being conducted to solicit cards from the Affected Employees to authorize representation by any labor organization; (iii) no present or former director, officer or employee of any Company the Acquired Companies is a party to any employment or other agreement with any of the Acquired Companies that entitles him or her to compensation or other consideration upon the acquisition by any Person of control of such Company or and as a result of the consummation of the transactions contemplated by this Agreement. (b) None of the Acquired Companies is a party to any labor contract, whether alone collective bargaining agreement or in conjunction other Contract with any labor organization, union or association. None of the Acquired Companies has agreed to recognize any union or other events collective bargaining representative, nor has any union or occurrences; (iv) there is no unfair labor practice charge or complaint pending other collective bargaining representative been certified as or, to the Knowledge of ParentSellers, threatened against sought to represent employees of the Companies; Acquired Companies as the exclusive bargaining representative of any of the employees of any Acquired Company. (vc) there is (i) There are no labor strike, slowdownstrikes, work stoppagestoppages or lockouts pending, dispute, lockout or other labor controversy in effect or, to the Knowledge of ParentSellers, threatened threatened, against any of the Acquired Companies, and none of the Acquired Companies has experienced any such strikes, stoppages or lockouts within the past five (5) years; (ii) to the Knowledge of Sellers, no union organizational campaign is, or within the past five (5) years has been, in progress with respect to the employees of any of the Acquired Companies; (viiii) Parent no Acquired Company is a party to or, to the Knowledge of Sellers, has been threatened with any material dispute with any of its employees or any material dispute or controversy with a union or with respect to unionization or collective bargaining involving the employees of the Acquired Companies, and (iv) each Acquired Company is in compliance in all material respects with all applicable Requirements of Law respecting terms and conditions of employment and employment and employment practices, including worker classification, wages, bonuses, commissions, termination pay, severance pay, vacation pay, sick pay, fringe benefits, hours of work, unlawful, wrongful or retaliatory or discriminatory treatment or labor practices, whistleblowing, immigration, workers’ compensation, plant closings, mass layoffs, disability, unemployment compensation, occupational safety and health standards and other employment laws. (d) To the Knowledge of Sellers, all employees of the Acquired Companies employed in the United States are authorized to work in the United States. A Form I-9 has been completed properly and retained in accordance with applicable law with respect to substantially all employees of the Acquired Companies for whom the employer is required to obtain a Form I-9. (e) Except as would not reasonably be expected to result in material Liability to any Acquired Company, the Acquired Companies have withheld all amounts required by law or by agreement to be withheld from the wages, salaries and other payments to employees and is not liable for any arrears of wages or any taxes or any penalty for failure to comply with any of the foregoing. None of the Acquired Companies is liable for any payment to any trust or other fund or to any Governmental Body with respect to unemployment compensation benefits or social security for employees (other than routine payments to be made in the normal course of business and consistent with past practice). (f) Except as would not reasonably be expected to result in material Liability to any Acquired Company, all independent contractors who have worked for the Acquired Companies at any time are and have been properly classified as independent contractors pursuant to all applicable regulations. (g) None of the Acquired Companies is a party to, or otherwise bound by, any consent decree with, Order (or citation by, agreement entered into with any Governmental Body relating to employees or any current or former employee, labor union, or other employee representative) having effect on (or potentially having a future effect on) the Company’s employment practices at or respecting the Companies; terms and (vii) Parent is in compliance with conditions of employment for its obligations pursuant to WARN and all other notification and bargaining obligations arising under any collective bargaining agreement, statute or otherwiseemployees.

Employee Relations and Agreements. (a) Schedule 5.18 --------------------------------- ------------- contains a true and complete listing, listing of all employees of the Company and the Subsidiaries as of a recent date, of all employees of the Companies whose annual base salaries exceed $60,000, their annual base salary and date of hire. Since the Financial Statements Statement Date, except as set forth in disclosed on Schedule 5.18 or as has ------------- occurred in the ordinary course of the Business ------------- business and consistent as to timing and amount with past practices, none of Sellers the Company or any of the Companies Subsidiary has: (i) materially increased the compensation payable or to become payable to or for the benefit of any Affected Employees; of its employees, (ii) provided any Affected Employees of its employees with materially increased security or tenure of employment; , (iii) materially increased the amount payable to any Affected Employees of its employees upon the termination of such persons' employment; , or (iv) materially increased, augmented or improved benefits granted to or for the benefit of Affected Employees its employees under any bonus, profit sharing, pension, retirement, deferred compensation, insurance incentive, insurance, medical, hospital, disability, welfare or other direct or indirect benefit plan or arrangement. (b) Except as set forth in Schedule 5.18: (i) , none of the Company or any ------------- Companies Subsidiary is a party to any collective bargaining agreementlabor contract, and no collective bargaining agreement is or employment or consulting agreement. Except as disclosed in Schedule 5.18, no ------------- labor organization or group of employees of the subject Company or any Subsidiary has made a pending demand for union recognition or certification, and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened in writing to be brought or filed with the National Labor Relations Board (the "NLRB") or any other labor relations tribunal or authority. ---- Except as disclosed in Schedule 5.18(b), there are no organizing activities ---------------- involving the Company or any Subsidiary pending with any labor organization or group of formal negotiations between a employees of the Company or any Subsidiary. (c) Except as disclosed on Schedule 5.18, there are no complaints, ------------- charges or Parent on behalf claims against the Company or any Subsidiary pending, or threatened in writing to be brought or filed, with any Governmental Body based on, arising out of, in connection with, or otherwise relating to the employment or termination of employment or failure to employ by the Company or any Subsidiary, of any individual. (d) For purposes of the Workers Adjustment and Retraining Notification Act ("WARN"), within the sixty (60) days prior to December 31, 1997, no more than _____ (__) employees of the Company or any Subsidiary has suffered an "employment loss" who could be part of a Company"mass layoff" or "plant closing" (as such terms are defined WARN) and a union, provided that such formal -------- negotiations shall not be deemed to include ongoing discussions with respect to existing or expired collective bargaining agreements; (ii) no union or similar organization represents employees of any Company and, to the Knowledge of Parent, no question concerning representation exists or has been raised with respect to any of the Affected Employees within the past year, nor to the Knowledge of Parent are there any campaigns being conducted to solicit cards from the Affected Employees to authorize representation by any labor organization; (iii) no present or former director, officer or employee of any Company is a party to any employment or other agreement that entitles him or her to compensation or other consideration upon the acquisition by any Person of control of such Company or as a result of the consummation of the transactions contemplated by this Agreement, whether alone or in conjunction with other events or occurrences; (iv) there is no unfair labor practice charge or complaint pending or, to the Knowledge of Parent, threatened against the Companies; (v) there is no labor strike, slowdown, work stoppage, dispute, lockout or other labor controversy in effect or, to the Knowledge of Parent, threatened against any of the Companies; (vi) Parent is not a party to, or otherwise bound by, any consent decree with, or citation by, any Governmental Body relating to employees or employment practices at the Companies; and (vii) Parent is in compliance with its obligations pursuant to WARN and all other notification and bargaining obligations arising under any collective bargaining agreement, statute or otherwisesuch Subsidiary.