Common use of Employees and Labor Relations Clause in Contracts

Employees and Labor Relations. (i) There is no labor strike or work stoppage or lockout actually pending, or to the knowledge of Seller, threatened, against or materially affecting the Company; during the past three years there has not been any such action actually pending against the Company; and, to the knowledge of Seller, there has not been any such action threatened against or materially affecting the Company; (ii) none of the employees of the Company is represented by a union or subject to a collective bargaining agreement and, to the knowledge of Seller, no union organizational campaign is in progress with respect to the employees of the Company and no question concerning representation exists respecting such employees; and (iii) the Company is, and has been, in compliance in all material respects with all applicable laws respecting employment and employment practices, terms and conditions of employment and wages and hours and is not engaged in any unfair labor practice. Neither the execution and delivery of this Agreement nor the transactions contemplated hereby, whether alone or in connection with any other event, will (x) result in any payment (including any severance, unemployment compensation or golden parachute payment) becoming due to any employee, former employee, consultant or former consultant, (ii) increase any benefits otherwise payable to any such persons, or (iii) result in the acceleration of the time of payment or vesting of any such benefits to any extent. (b) Schedule 5.15(b) hereto contains the names of all persons currently employed by the Company in the Business (the "Employees") and accurate details of the material terms of their employment, including an indication of which employees are part-time or temporary employees, current salary, commission, bonus entitlement and profit share arrangements both contractual and discretionary, life insurance, medical or permanent health insurances, date of commencement of employment, and description of their function in the Business. (c) A full copy of the standard terms of the employment of the Employees and a copy of the terms of employment of each Employee employed on terms other than the standard terms is attached hereto as Schedule 5.15(c). (d) There are no loans outstanding from the Company to any of the Employees. (e) The Company is, and has been, in compliance with the terms of employment of each of the Employees, and so far as Seller is aware, no Employee is in breach of his or her employment relationship with the Company. (f) None of the Employees has given or received notice of termination of his or her employment with the Company. (g) None of the Employees is the subject of any material disciplinary action nor is any Employee engaged in any grievance procedure and there is no matter or fact in existence which can be reasonably foreseen as likely to give rise to the same.

Employees and Labor Relations. (a) (i) There is no labor strike or work stoppage or lockout actually pending, or or, to the knowledge of the Seller, threatened, against or materially affecting the CompanyBusiness; during the past three years there has not been any such action actually pending against the CompanySeller relating to the Business; and, to the knowledge of the Seller, there has not been any such action threatened against or materially affecting the CompanyBusiness; (ii) none of the employees of the Company Seller engaged in the Business is represented by a union or subject to a collective bargaining agreement and, to the knowledge of the Seller, no union organizational campaign is in progress with respect to the employees of the Company such employees, and no question concerning representation exists respecting such employees; and (iii) with respect to the Company isBusiness, and has been, the Seller is in compliance in all material respects with all applicable laws respecting employment and employment practices, practices terms and conditions of employment and wages and hours and is not engaged in any unfair labor practice. Neither There are no agreements or arrangements between the execution Seller and delivery an individual consultant, former consultant, employee or former employee obligating the Seller to make any payment to any such individual that is conditioned upon the successful completion of this Agreement nor the transactions contemplated hereby, whether alone or in connection with any other event, will (x) result in any payment (including any severance, unemployment compensation or golden parachute payment) becoming due to any employee, former employee, consultant or former consultant, (ii) increase any benefits otherwise payable to any such persons, or (iii) result in the acceleration of the time of payment or vesting of any such benefits to any extentby this Agreement. (b) Schedule 5.15(bSCHEDULE 5.17(b) hereto contains the names of all persons currently employed by the Company Seller in the Business as of September 30, 2000 (the "Employees") and accurate details of the material terms of their employment, including an indication of lists which employees are exempt or non-exempt part-time or temporary employees, current salary, commission, bonus entitlement and profit share sharing arrangements both contractual and discretionary, life insurance, medical an indication of which employees are on short-term or permanent health insuranceslong-term disability, date of commencement of employment, and description of their function in the Business. (c) A full copy of the standard terms of the employment of the Employees and a copy of the terms of employment of each Employee employed on terms other than the standard terms is attached hereto as Schedule 5.15(c)[Reserved]. (d) There are no loans outstanding from the Company to any of the Employees[Reserved]. (e) The Company is, and has been, Seller is not in compliance with the breach of any material terms of employment of each any of the Employees, and Employees nor so far as the Seller is aware, no aware is any Employee is in breach of any material term of his or her employment relationship with the Companyrelationship. (f) None As of the date hereof, none of the Employees has given or received notice of termination of his or her employment with the Companyemployment. (g) None of the Employees is the subject of any material disciplinary action by the Seller nor to the Seller's knowledge is any Employee engaged in any grievance procedure and there procedure. (h) None of the Acquired Assets is no matter subject to any lien under Section 302(f) of ERISA or fact in existence which can be reasonably foreseen as likely to give rise to Section 412(n) of the sameCode.

Employees and Labor Relations. (ia) There With respect to the Company and its predecessors: (1) there is no collective bargaining agreement or relationship with any labor strike organization; (2) no labor organization or group of employees has filed any representation petition or made any written or oral demand for recognition; (3) no union organizing or decertification effort exists or has occurred since January 1, 2007 or is Threatened and no circumstance reasonably likely to result in any of the foregoing exists; (4) no labor strike, work stoppage stoppage, picketing, slowdown or lockout actually pendingother material labor dispute has occurred since January 1, or to the knowledge of Seller, threatened, against or materially affecting the Company; during the past three years there has not been any such action actually pending against the Company; and2007 or, to the knowledge of SellerCompany’s Knowledge, there has not been any such action threatened against or materially affecting the Companyis Threatened; (ii5) none there is no workers’ compensation Liability, experience or matter that will or is reasonably likely to materially and adversely affect the Company (other than as is accrued in the Interim Balance Sheet); (6) there is no employment-related Proceeding pending or Threatened regarding an alleged violation or breach by the Company or its predecessors (or any of the employees their managers, officers, governors or directors) of any Applicable Law or Contract; and (7) no employee or agent of the Company is represented or its predecessors has committed any act or omission giving rise to any material Liability for any violation or breach by a union or subject to a collective bargaining agreement and, to the knowledge of Seller, no union organizational campaign is in progress with respect to the employees of the Company and no question concerning representation exists respecting such employees; and or its predecessors (iiior any of their managers, officers, governors or directors) the Company is, and has been, in compliance in all material respects with all applicable laws respecting employment and employment practices, terms and conditions of employment and wages and hours and is not engaged in any unfair labor practice. Neither the execution and delivery of this Agreement nor the transactions contemplated hereby, whether alone or in connection with any other event, will (x) result in any payment (including any severance, unemployment compensation or golden parachute payment) becoming due to any employee, former employee, consultant or former consultant, (ii) increase any benefits otherwise payable to any such persons, or (iii) result in the acceleration of the time of payment or vesting of any such benefits to any extentApplicable Law or Contract. (b) Schedule 5.15(b3.17(b) hereto contains lists, as of the names date stated in such Schedule, the name, position, compensation (including any awards under any bonus, incentive, performance or other compensation Plan and any fringe benefit or other benefit) and, for calendar year 2010, total compensation for each employee of all persons currently employed by the Company. No such employee has communicated to the Company in any intention to terminate such employee’s employment with the Business (the "Employees") and accurate details of the material terms of their employmentCompany, including an indication of which employees are part-time or temporary employees, current salary, commission, bonus entitlement and profit share arrangements both contractual and discretionary, life insurance, medical or permanent health insurances, date of commencement of employment, and description of their function in the Businessexcept as noted on Schedule 3.17(b). (c) A full copy With respect to the transactions contemplated herein, any notice required under any Applicable Law or collective bargaining agreement with respect to any employee has been given, and all bargaining obligations with any employee representative have been, or before Closing will be, satisfied. The Company has not implemented any plant closing or layoff of employees governed by the standard terms of the employment of the Employees and a copy of the terms of employment of each Employee employed on terms other than the standard terms is attached hereto as Schedule 5.15(c)WARN Act or any similar Applicable Law. (d) There are no loans outstanding The Company has in its files a Form I-9 that is validly and properly completed in accordance with Applicable Law for each employee of the Company with respect to whom such form is required under Applicable Law. Neither the Company nor any of its predecessors has received any notice or other communication from any Governmental Authority or other Person regarding any violation or alleged violation of any Applicable Law relating to hiring, recruiting, employing (or continuing to employ) anyone not authorized to work in the United States. For each employee of the Company whose social security number (or purported social security number) that has appeared on any “no-match” notification from the Social Security Administration (SSA), such employee or the Company to any of the Employees. (e) The Company is, and has been, resolved in accordance with Applicable Law each discrepancy or non-compliance with the terms of employment of each of the EmployeesApplicable Law with respect to such social security number (or, and so far as Seller is awareif applicable, no Employee is in breach of his or her employment relationship with the Companysuch purported social security number). (f) None of the Employees has given or received notice of termination of his or her employment with the Company. (g) None of the Employees is the subject of any material disciplinary action nor is any Employee engaged in any grievance procedure and there is no matter or fact in existence which can be reasonably foreseen as likely to give rise to the same.

Employees and Labor Relations. (a) Except as set forth on Schedule 5.18(a) hereto, (i) There there is no labor strike or work stoppage or lockout actually pending, or or, to the knowledge of Sellerthe Seller or the Company, threatened, against or materially affecting the Company; during the past three years there has not been any such action actually pending against the Company; and, to the knowledge of Sellerthe Seller or the Company, there has not been any such action threatened against or materially affecting the Company; (ii) none of the employees of the Company is represented by a union or subject to a collective bargaining agreement and, to the knowledge of Sellerthe Seller or the Company, no union organizational campaign is in progress with respect to the employees of the Company and no question concerning representation exists respecting such employees; and (iii) the Company is, and has been, is in compliance in all material respects with all applicable laws respecting employment and employment practices, practices terms and conditions of employment and wages and hours and is not engaged in any unfair labor practice. Neither Except as disclosed on Schedule 5.18(a) hereto, there are no agreements or arrangements between the execution Company and delivery an individual consultant, former consultant, employee or former employee obligating the Company to make any payment to any such individual as a result of this Agreement nor the transactions contemplated hereby, whether alone or in connection with any other event, will (x) result in any payment (including any severance, unemployment compensation or golden parachute payment) becoming due to any employee, former employee, consultant or former consultant, (ii) increase any benefits otherwise payable to any such persons, or (iii) result in the acceleration of the time of payment or vesting of any such benefits to any extentby this Agreement. (b) Schedule 5.15(b5.18(b) hereto contains the names of all persons currently employed by the Company in the Business as of August 31, 1999 (the "Employees") and accurate details of the material terms of their employment, including an indication of lists which employees are part-time or temporary employees, current salary, commission, bonus entitlement and profit share arrangements both contractual and discretionary, life insurance, medical an indication of which employees are on short-term or permanent health insuranceslong-term disability, date of commencement of employment, and description of their function in the Business. (c) A full copy of the standard terms of the employment of the Employees and a copy of the terms of employment of each Employee is attached hereto as Schedule 5.18(c). All Employees employed on terms other than the substantially in accordance with such standard terms is attached hereto as are employed pursuant to an employment agreement identified on Schedule 5.15(c5.18(c). (d) There are no loans outstanding from the Company to any of the Employees. (e) The To the knowledge of the Seller or the Company, the Company is, and has been, is not in compliance with the breach of any material terms of employment of each any of the Employees, and Employees nor so far as the Seller or the Company is aware, no aware is any Employee is in breach of any material term of his or her employment relationship with the Companyrelationship. (f) None Except as specifically set forth on Schedule 5.18(f), as of the date hereof, none of the Employees has given or received notice of termination of his or her employment with the Companyemployment. (g) None of the Employees is the subject of any material disciplinary action nor is any Employee engaged in any grievance procedure and there is no matter or fact in existence which can be reasonably foreseen as likely to give rise to the sameprocedure.

Employees and Labor Relations. (a) The SEC Documents contain the names of all the executive officers employed by Purchaser as of the date hereof, and list the salary and compensation arrangements for each named executive officer (as such term is defined in Item 402 of Regulation S-K). (b) Except as set forth on Schedule 6.13(b), all employees of Purchaser are “at will” employees, each of whom can be terminated at any time (subject to all applicable Laws) without penalty or premium and whose employment terms are solely governed by the current policy manual of the Company, a true and complete copy of which has been provided to Purchaser. (c) Except as set forth on Schedule 6.13(c), (i) There there is no current labor strike or work stoppage or lockout actually pending, or to the knowledge of Seller, threatened, against or materially affecting the CompanyPurchaser; during the past three five (5) years there has not been any such action actually pending against the CompanyPurchaser; and, and to the knowledge of SellerPurchaser’s Knowledge, there has not been been, and is not now, any such action threatened against or materially affecting the CompanyPurchaser; (ii) none of the employees of the Company is Purchaser are represented by a union or subject to a collective bargaining agreement and, and to the knowledge of SellerPurchaser’s Knowledge, no union organizational campaign is in progress with respect to the such employees of the Company and no question concerning representation exists respecting such employees; and (iii) the Company is, and has been, Purchaser is in compliance in all material respects with all applicable laws Laws respecting employment and employment practices, terms and conditions of employment and wages and hours and is not engaged in any unfair labor practice. Neither the execution ; and delivery (iv) other than with Purchaser’s stockholders, option holders and warrant holders (solely in their capacity as such) there are no agreements or arrangements between (x) Purchaser and (y) an individual consultant, former consultant, employee or former employee obligating Purchaser to make any payment to any such individual as a result of this Agreement nor the transactions contemplated hereby, whether alone or in connection with any other event, will (x) result in any payment (including any severance, unemployment compensation or golden parachute payment) becoming due to any employee, former employee, consultant or former consultant, (ii) increase any benefits otherwise payable to any such persons, or (iii) result in the acceleration of the time of payment or vesting of any such benefits to any extent. (b) Schedule 5.15(b) hereto contains the names of all persons currently employed by the Company in the Business (the "Employees") and accurate details of the material terms of their employment, including an indication of which employees are part-time or temporary employees, current salary, commission, bonus entitlement and profit share arrangements both contractual and discretionary, life insurance, medical or permanent health insurances, date of commencement of employment, and description of their function in the Business. (c) A full copy of the standard terms of the employment of the Employees and a copy of the terms of employment of each Employee employed on terms other than the standard terms is attached hereto as Schedule 5.15(c)this Agreement. (d) There Except as set forth on Schedule 6.13(d), there are no loans outstanding from the Company Purchaser to any of the Employeesits employees. (e) The Company is, and has been, Purchaser is not in compliance with the breach of any material terms of employment of each any of the Employees, and so far as Seller its employees nor to Purchaser’s Knowledge is aware, no Employee is any employee in breach of any material term of his or her employment relationship with the Companyrelationship. (f) None As of the Employees date hereof, none of Purchaser’s employees has given or received notice of termination of his or her employment with the Companyemployment. (g) None of the Employees Purchaser’s employees is the subject of any material disciplinary action nor is any Employee employee engaged in any grievance procedure and to Purchaser’s Knowledge, there is no matter or fact in existence which can be reasonably foreseen as likely to give rise to the same. (h) Purchaser has complied in all material respects with the employment eligibility verification form requirements under the INA, in recruiting, hiring, reviewing and documenting prospective employees for employment eligibility verification purposes and Purchaser has complied in all material respects with the paperwork provisions and anti-discrimination provisions of the INA. Purchaser has obtained and maintained the employee records and I-9 forms in proper order as required by United States Law. To Purchaser’s Knowledge Purchaser does not employ any workers unauthorized to work in the United States.

Employees and Labor Relations. (a) Schedule 3.14(a)(i) sets forth, as of the Closing Date, the (i) There is no labor strike or work stoppage or lockout actually pendingemployer, or to the knowledge of Seller, threatened, against or materially affecting the Company; during the past three years there has not been any such action actually pending against the Company; and, to the knowledge of Seller, there has not been any such action threatened against or materially affecting the Company; (ii) none name, (iii) title, (iv) exempt or non-exempt classification, (v) current annual salary rate or current hourly wage, and (vi) amount of the employees annual bonus eligibility of each present employee of the Company is represented by a union or subject to a collective bargaining agreement and, to and its Subsidiaries. Schedule 3.14(a)(ii) sets forth the knowledge name of Seller, no union organizational campaign is in progress with respect to the all former employees of the Company and no question concerning representation exists respecting such employees; and its Subsidiaries that have terminated employment within one (iii1) year prior to the Company is, and has been, in compliance in all material respects with all applicable laws respecting employment and employment practices, terms and conditions of employment and wages and hours and is not engaged in any unfair labor practice. Neither the execution and delivery of this Agreement nor the transactions contemplated hereby, whether alone or in connection with any other event, will (x) result in any payment (including any severance, unemployment compensation or golden parachute payment) becoming due to any employee, former employee, consultant or former consultant, (ii) increase any benefits otherwise payable to any such persons, or (iii) result in the acceleration of the time of payment or vesting of any such benefits to any extentClosing Date. (b) Schedule 5.15(b3.14(b) hereto contains sets forth the names name and current rate of all persons currently employed compensation of each current independent contractor retained by the Company and its Subsidiaries. All independent contractors set forth on Schedule 3.14(b) have been within the last three (3) years, and currently are, properly classified and treated as independent contractors and not as employees. All such independent contractors have in the Business (the "Employees") past been and accurate details of the material terms of their employmentcontinue to be properly and appropriately treated as non-employees for all federal, state, local and foreign Tax purposes, including the reporting of compensation on IRS Forms 1099. At no time has any independent contractor brought a claim against the Company or its Subsidiaries, whether formally or informally, challenging his or her status as an indication independent contractor or made a claim for additional compensation or any benefits under any Employee Plan. No Persons are currently providing, or have ever provided, services to the Company or its Subsidiaries pursuant to a leasing agreement or similar type of which employees are part-time or temporary employees, current salary, commission, bonus entitlement and profit share arrangements both contractual and discretionary, life insurance, medical or permanent health insurances, date of commencement of employment, and description of their function in the Businessarrangement. (c) A full copy Neither the Company nor any of its Subsidiaries is a party to any collective bargaining agreement or other Contract with any labor organization, there are no such Contracts that are binding on the standard terms Company or any of its Subsidiaries, and neither the employment Company nor any of the Employees and a copy of the terms of employment of each Employee employed on terms other than the standard terms its Subsidiaries is attached hereto as Schedule 5.15(c)currently negotiating any such Contract. (d) There are no loans outstanding from strikes, work stoppages, unfair labor practice charges or complaints, slowdown, lockouts, material grievances, or other material labor disputes pending or, to the knowledge of the Company, threatened against or involving the Company to or any of its Subsidiaries, and neither the EmployeesCompany nor any of its Subsidiaries has experienced any such dispute in the three (3) years prior to the date of this Agreement. To the knowledge of the Company, there are no ongoing or threatened union organizing activities relating to employees of the Company or any of its Subsidiaries and no such activities have occurred within the three (3) years prior to the date of this Agreement. (e) The Company isand its Subsidiaries are, and has beenhave been during the three (3) years prior to the date of this Agreement, in material compliance with all applicable Laws pertaining to employment and employment practices, wage payment, and labor relations. There are no actions, suits, claims, charges, complaints, grievances, arbitrations, investigations or other legal proceedings against the terms Company or any of its Subsidiaries pending, or to the Company’s knowledge, threatened to be brought or filed, by or with any Governmental Authority or arbitrator in connection with the employment of each any current or former employee of the Employees, and so far as Seller is awareCompany or its Subsidiaries. (f) To the knowledge of the Company, no Employee officer, executive, or key employee of the Company or any of its Subsidiaries: (i) has provided notice (whether verbal or written) of his or her intent to terminate their employment with the Company or any of its Subsidiaries within the first twelve (12) months following the Closing; or (ii) is party to or bound by any non-competition, non-solicitation, confidentiality, proprietary rights, or similar Contract that could restrict such Person in breach the performance of his or her employment relationship with duties or the Company. (f) None ability of the Employees has given Company or received notice any of termination of his or her employment with its Subsidiaries to operate the Companybusiness. (g) None In the three (3) years prior to the date of this Agreement, neither the Employees is the subject Company nor any of its Subsidiaries has implemented any material disciplinary action nor is any Employee engaged in any grievance procedure and there is no matter employee layoffs or fact in existence which can be reasonably foreseen as likely to give plant closures that gave rise to notice obligations under the sameWorker Adjustment and Retraining Notification Act of 1988, as amended, or any similar or related Law (collectively, the “WARN Act”).

Employees and Labor Relations. (ia) Each Company Entity is in compliance, and has in the past three (3) years been in compliance, in all material respects with all applicable Laws relating to employment of labor and employment practices, including terms and conditions of employment, wages, hours, occupational safety and health, equal opportunity, fair labor standards, nondiscrimination, workers compensation, accessibility for those with disabilities, immigration and collective bargaining. No Company Entity is a party to or bound by any collective bargaining, tariff, works or similar agreement with any union, works council or other labor organization or is engaged in any labor negotiations with any labor union or works council. No union organizing activities are pending, or, to the Knowledge of the Company, threatened, and no such activities have occurred within the past three (3) years. There is no labor strike slowdown, stoppage, strike, lockout, or work stoppage or lockout actually other material labor dispute pending, or or, to the knowledge Knowledge of Sellerthe Company, threatened, threatened against or materially affecting the Company; during any Company Entity, and no such material dispute has occurred within the past three years there (3) years. Within the three (3) months prior to the Closing Date, no Company Entity has not been implemented any plant closing or employee layoffs that required any advance notice under the WARN Act or any similar state, local or foreign Law or regulation affecting any site of employment of the Company Entities. (b) Seller has made available to Purchaser a complete and accurate list of all employees of the Company Entities, broken down by Company Entity, including (A) each such action actually pending against employee’s position or title, annualized base salary or hourly wage (as applicable), annual commission opportunity or bonus potential, date of hire, business location, accrued, unused vacation, whether such employee is on a leave of absence, sick and/or paid time off, and part-time or full-time status, and (B) whether each such United States employee is classified as exempt or non-exempt for wage and hour purposes. (c) Seller has made available to Purchaser a complete and accurate list of all independent contractors and consultants to whom the Company; Company is paying more than $50,000 per annum on an annualized basis (“Contingent Workers”), showing for each the nature of services provided, initial date of engagement, and business location. All leased or temporary workers are engaged on a temporary or non-permanent basis pursuant to the terms of any agreements between the Company Entities and temporary staffing agencies and, to the knowledge Knowledge of Seller, there has not been any such action threatened against or materially affecting the Company; , are paid by such staffing agencies for all hours worked consistent with applicable wage and hour laws. To the extent that any Contingent Workers are currently or have been engaged or used for the past three (ii3) none years, the Company Entities have properly classified and treated them in accordance with applicable Laws and for purposes of all classification, wage and hour Laws, and Tax Laws and regulations. (d) To the Knowledge of the Company, as of the date of this Agreement there is no officer or employee that is material to the Business, or material group of employees or Contingent Workers of any of the Company is represented by a union Entities, who has or subject have indicated an intention to a collective bargaining agreement andterminate his, to the knowledge of Seller, no union organizational campaign is in progress her or their employment with respect to the employees of the any Company and no question concerning representation exists respecting such employees; and Entity. (iiie) the The Company is, and has been, Entities are in compliance in all material respects with the requirements of all immigration legislation and requirements in the United States and applicable foreign jurisdictions, including the Immigration Reform Control Act of 1986, including but not limited to all applicable laws respecting employment policies with respect to collecting, verifying and employment practices, terms and conditions of employment and wages and hours and is not engaged in any unfair labor practice. Neither the execution and delivery of this Agreement nor the transactions contemplated hereby, whether alone or in connection with any other event, will (x) result in any payment (including any severance, unemployment compensation or golden parachute payment) becoming due to any employee, former employee, consultant or former consultant, (ii) increase any benefits otherwise payable to any such persons, or (iii) result in the acceleration of the time of payment or vesting of any such benefits to any extent. (b) Schedule 5.15(b) hereto contains the names of all persons currently employed by the Company in the Business (the "Employees") retaining complete and accurate details copies of the material terms U.S. Citizenship and Immigration Services Form I-9 for each of their employment, including an indication of which employees are part-time or temporary employees, current salary, commission, bonus entitlement and profit share arrangements both contractual and discretionary, life insurance, medical or permanent health insurances, date of commencement of employment, and description of their function in the Business. (c) A full copy of the standard terms of the employment of the Employees and a copy of the terms of employment of each Employee employed on terms other than the standard terms is attached hereto as Schedule 5.15(c). (d) There are no loans outstanding from the Company to any of the Employees. (e) The Company is, and has been, in compliance with the terms of employment of each of the Employees, and so far as Seller is aware, no Employee is in breach of his or her employment relationship with the Company. (f) None of the Employees has given or received notice of termination of his or her employment with the Company. (g) None of the Employees is the subject of any material disciplinary action nor is any Employee engaged in any grievance procedure and there is no matter or fact in existence which can be reasonably foreseen as likely to give rise to the same.

Employees and Labor Relations. (a) Except as set forth on Schedule 5.17(a) hereto, (i) There there is no ---------------- labor strike or work stoppage or lockout actually pending, or or, to the knowledge of the Seller, threatened, against or materially affecting the CompanySeller; during the past three years there has not been any such action actually pending against the CompanySeller; and, to the knowledge of the Seller, there has not been any such action threatened against or materially affecting the CompanySeller; (ii) none of the employees of the Company Seller is represented by a union or subject to a collective bargaining agreement and, to the knowledge of the Seller, no union organizational campaign is in progress with respect to the employees of the Company Seller and no question concerning representation exists respecting such employees; and (iii) the Company is, and has been, Seller is in compliance in all material respects with all applicable laws respecting employment and employment practices, practices terms and conditions of employment and wages and hours and is not engaged in any unfair labor practice. Neither Except as disclosed on Schedule 5.17(a) hereto, there are no agreements or arrangements between the execution ---------------- Seller and delivery any consultant, former consultant, employee or former employee obligating the Purchaser to make any payment to any such individual as a result of this Agreement nor the transactions contemplated hereby, whether alone or in connection with any other event, will (x) result in any payment (including any severance, unemployment compensation or golden parachute payment) becoming due to any employee, former employee, consultant or former consultant, (ii) increase any benefits otherwise payable to any such persons, or (iii) result in the acceleration of the time of payment or vesting of any such benefits to any extentby this Agreement. (b) Schedule 5.15(b5.17(b) hereto contains the names of all persons currently ----------------- employed by the Company in the Business Seller as of June 24, 2000 (the "Employees") ), their salary, commission, bonus entitlement and accurate details of the material terms of their employmentprofit sharing arrangements, including both contractual and discretionary, an indication of which employees are part-time or temporary employeestemporary, current salary, commission, bonus entitlement and profit share arrangements both contractual and discretionary, life insurance, medical which employees on short-term or permanent health insuranceslong-term disability, date of commencement of employment, and description of their function in the Business. (c) A full copy of the standard terms of the employment of the Employees and a copy of the terms of employment of each Employee employed on terms other than the standard terms is attached hereto as Schedule 5.15(c). (d) There are no loans outstanding from the Company Seller to any of the Employees. (ed) The Company is, and has been, Seller is not in compliance with the breach of any material terms of employment of each any of the Employees, and Employees nor so far as the Seller is aware, no aware is any Employee is in breach of any material term of his or her employment relationship with the Companyrelationship. (fe) None Except as specifically set forth on Schedule 5.17(e), as ----------------- of the date hereof, none of the Employees has given to the Seller or received from the Seller notice of termination of his or her employment with the Companyemployment. (gf) None of the Employees is the subject of any material disciplinary action nor is any Employee engaged in any grievance procedure and there is no matter or fact in existence which can be reasonably foreseen as likely to give rise to the sameprocedure.