Common use of Employees and Labor Relations Clause in Contracts

Employees and Labor Relations. (a) Section 3.18(a) of the Disclosure Schedule lists, for each employee of the Company, such employee’s name, position, base compensation (as of the date hereof), amount and type of all incentive compensation paid or payable for the current and prior calendar year, the amount of accrued but unused vacation time or paid time off, each as of the date hereof, current employment status (including any leave or disability status, full time or part time status, exempt or nonexempt status for wage/hour matters, and temporary or permanent status), employing entity, and, if any such employee is authorized to work pursuant to a non-immigrant visa status sponsored by the Company or Affiliate, the visa category and expiration date of such visa. (b) As of the date hereof, to the Company’s Knowledge, no officer or employee at the level of manager or higher, no independent contractor or leased employee whose departure would materially disrupt the operations of the Company, and no group of three or more employees in a single department of the Company has, as of the date hereof, disclosed any plans to terminate his, her or their employment or relationship with the Company. To the Company’s Knowledge, no employee of the Company is subject to any secrecy or noncompetition agreement or any other agreement or restriction of any kind with any third party that would impede in any way the ability of such employee to carry out fully all activities of such employee in furtherance of the business of the Company. (c) With respect to the Company: (i) there is no collective bargaining agreement, or other union or works council agreement, with any labor organization or employee group; (ii) no union, labor organization or employee group has filed any representation petition or made any written demand to the Company for recognition; (iii) to the Company’s Knowledge, since January 1, 2017, no employees of the Company have engaged in any efforts with any union, labor organization, or employee group to organize such employees and no such efforts are threatened; (iv) no labor strike, work stoppage, picketing, slowdown, lockout or other material labor dispute has occurred since January 1, 2017 or, to the Company’s Knowledge, is threatened; and (v) no action that violates the National Labor Relations Act or other Applicable Law in respect of labor matters has been taken in respect of any current or former employees or site of employment. (d) Since January 1, 2017, the Company has not implemented any plant closing or layoff of employees governed by the WARN Act or any similar Applicable Law, and no Liability incurred under the WARN Act or any similar Applicable Law remains unsatisfied. (e) The Company is in compliance with all Applicable Laws relating to employment, employment practices and terms and conditions of employment, including minimum wage, wage and hour, meal and rest breaks, employee leave requirements, workers’ compensation, withholding of Taxes, equal opportunity, unlawful discrimination or retaliation, labor relations, occupational safety and health requirements and termination of employment (including plant closings under the WARN Act or any similar Applicable Laws). There is no employment-related Proceeding pending or, to the Company’s Knowledge, threatened regarding any alleged violation or breach by the Company (or any of its managers, officers or directors) of any Applicable Law or Contract; and, to the Company’s Knowledge, no employee or agent of the Company has committed any act or omission giving rise to any material Liability for any violation or breach by the Company (or any of its managers, officers or directors) of any Applicable Law or Contract. Since January 1, 2017, (i) no allegations of sexual harassment or similar misconduct have been made against any Company employee who is in a managerial-level position or above, and (ii) the Company has not entered into any settlement agreement related to allegations of sexual harassment or similar misconduct by any employee at a managerial level or above. (f) Except as set forth on Section 3.18(f) of the Disclosure Schedule, no Company employee who makes more than $100,000 resides or primarily works outside the United States. Each employee of the Company employed in the United States is authorized to work in the United States. The qualifications for employment of each employee of the Company under Applicable Laws relating to immigration have been reviewed by the Company (or on its behalf) and a properly completed Form I-9 is on file with respect to each current and former employee as required by Applicable Law. The Company has complied in all material respects with the U.S. Immigration and Nationality Act, as amended from time to time, and the rules and regulations promulgated thereunder. The Company has not received any written notice 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. The Company is not liable, or would not reasonably be expected to be liable, as a joint employer under Applicable Law of any employees of licensees or franchisees. (g) Except as set forth on Section 3.18(g) of the Disclosure Schedule, the Company has not employed, nor does the Company currently employ or otherwise obtain the services of any “leased employee” (as such term is defined in Section 414(n) of the Code) or any independent contractor. All individuals who are performing, or have performed, services for the Company and who are or were classified by the Company as an “independent contractor” qualify for such classification under Section 530 of the Revenue Act of 1978 or Section 1706 of the Tax Reform Act of 1986, and such individuals are not entitled to any benefits under any Company Plan, unless required by local, non-United States law. The Company has properly classified each of its individual service providers as “employees” or “independent contractors” and as “exempt” or “non-exempt” for all purposes and has properly reported all compensation paid to employees, officers and independent contractors for all purposes. The Company has paid in full to all of its current and former employees, or adequately accrued for in accordance with GAAP, all wages, salaries, commissions, bonuses, and other compensation due to or on behalf of such Persons. (h) The Company has not received notice of the intent of any Governmental Authority responsible for the enforcement of Applicable Laws relating to labor or employment to conduct any investigation, audit, or other Proceeding with respect to or relating to the Company’s employees or independent contractors and, to the Company’s Knowledge, no such Proceeding is in progress. The Company has not received a written notice, citation, complaint, or charge asserting any violation of or Liability under the federal Occupational Safety and Health Act of 1970 or any similar Applicable Law concerning employee health and safety. (i) There are no workers’ compensation claims pending against any the Company nor, to the Company’s Knowledge, are there any facts that would give rise to such a claim or claims not covered by workers’ compensation insurance. (j) The Company is not a covered federal contractor or subcontractor under Executive Order 11246, as amended (including, without limitation, Section 503 of the Rehabilitation Act of 1973, and the Vietnam Era Veterans Readjustment Assistance Act of 1974). The Company does not have an affirmative action plan with any state or local agencies.

Employees and Labor Relations. (a) Section 3.18(a) All employees of the Disclosure Schedule lists, for each Company are “at will” employees whose employment may be terminated without notice and without material Liability therefor. Each Company employee of the Company, such employee’s name, position, base compensation (as of the date hereof), amount and type of all incentive compensation paid or payable for the current and prior calendar year, the amount of accrued but unused vacation time or paid time off, each as of the date hereof, current employment status (including any leave or disability status, full time or part time status, exempt or nonexempt status for wage/hour matters, and temporary or permanent status), employing entity, and, if any such employee is authorized to work pursuant to has entered into a non-immigrant visa status sponsored by the Company or Affiliate, the visa category competition and expiration date of such visa. (b) As of the date hereof, to the Company’s Knowledge, no officer or employee at the level of manager or higher, no independent contractor or leased employee whose departure would materially disrupt the operations of the Company, and no group of three or more employees in a single department of the Company has, as of the date hereof, disclosed any plans to terminate his, her or their employment or relationship non-solicitation agreement with the Company. To the Company’s Knowledge, no employee of the Company is subject to has not hired any secrecy employee or noncompetition agreement or retained any other agreement or restriction independent contractor in violation of any kind with any third party that would impede in any way the ability of restrictive covenant, non-compete agreement, non-solicitation or confidentiality agreement to which such employee or retained independent contractor is a party. No Person has made or Threatened a claim or provided written notice to carry out fully all activities the Company of any claim that the Company has hired any employee or retained any independent contractor in violation of any such restrictive covenant, non-compete agreement, non-solicitation or confidentiality agreement. To the Company’s Knowledge, no current or former employee or independent contractor is in furtherance breach of the business of any restrictive covenant, non-compete agreement, non-solicitation or confidentiality agreement between such Person and the Company. (cb) With respect to the Company: (i) there The Company is no not a party to any collective bargaining agreement, agreement or other Contract with any union or works council agreement, with any labor organization or employee grouporganization; (ii) no union, union or labor organization or employee group has filed any representation petition or made any written demand to the Company for recognition; (iii) to the Company’s Knowledge, since January 1, 20172018, no employees of the Company have engaged in any efforts with any union, labor organization, or employee group to organize such employees and no such efforts are threatenedThreatened; (iv) no labor strike, work stoppage, picketing, slowdown, lockout slowdown or other material labor dispute has occurred since January 1, 2017 2018 or, to the Company’s Knowledge, is threatenedThreatened; and (v) no action that violates the National Labor Relations Act or other Applicable Law in respect of labor matters has been taken in respect of any current or former employees or site of employment. (d) Since January 1, 2017, the Company has not implemented any plant closing or layoff of employees governed by the WARN Act or any similar Applicable Law, and no Liability incurred under the WARN Act or any similar Applicable Law remains unsatisfied. (e) The Company is in compliance with all Applicable Laws relating to employment, employment practices and terms and conditions of employment, including minimum wage, wage and hour, meal and rest breaks, employee leave requirements, workers’ compensation, withholding of Taxes, equal opportunity, unlawful discrimination or retaliation, labor relations, occupational safety and health requirements and termination of employment (including plant closings under the WARN Act or any similar Applicable Laws). There there is no material employment-related Proceeding pending or, to the Company’s Knowledge, threatened Threatened, including any such pending or Threatened Proceeding regarding any an alleged violation or breach by the Company (or any of its managers, officers officers, directors, or directorsgovernors) of any Applicable Law or Contract; and, to the Company’s Knowledge, no employee or agent of the Company has committed any act or omission giving rise to any material Liability for any violation or breach by the Company . (or any of its managers, officers or directorsc) of any Applicable Law or Contract. Since January 1, 2017, (i) no allegations of sexual harassment or similar misconduct have been made against any Company employee who is in a managerial-level position or above, and (ii) 2015 the Company has not entered into implemented any settlement agreement related plant closing or layoff of employees subject to allegations the requirements of sexual harassment the WARN Act or any similar misconduct by any employee at a managerial level or aboveApplicable Law. (fd) Except as set forth on Section 3.18(f) of the Disclosure Schedule, no The Company employee who makes more than $100,000 resides or primarily works outside the United States. Each employee of the Company employed is in the United States is authorized to work in the United States. The qualifications for employment of each employee of the Company under compliance with all Applicable Laws relating to immigration employment and employment practices to the extent the same relate to employees of the Company, independent contractors or individuals employed through third party staffing agencies, except where the failure to be in compliance would not have been reviewed by the Company (or on its behalf) and a properly completed Form I-9 is on file with respect to each current and former employee as required by Applicable Law. The Company has complied in all material respects with the U.S. Immigration and Nationality Act, as amended from time to time, and the rules and regulations promulgated thereunderMaterial Adverse Effect. The Company has not received any written notice 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. The Company is not liable, except where such violation or alleged violation would not reasonably be expected to be liable, as have a joint employer under Applicable Law of any employees of licensees or franchiseesMaterial Adverse Effect. (ge) Except as set forth on Section 3.18(g) of the Disclosure ScheduleThe Company has, the Company has not employedbased upon its reasonable determination, nor does the Company currently employ or otherwise obtain the services of any “properly classified all employees, leased employee” (as such term is defined in Section 414(n) of the Code) or any employees, consultants and independent contractor. All individuals who are performing, or have performed, contractors that perform services for the Company for all purposes (including for all Tax purposes), in compliance with Applicable Law except where the failure to be in compliance would not have a Material Adverse Effect. All independent contractors and who are or were classified consultants engaged by the Company as an “independent contractor” qualify for such classification under Section 530 of are properly registered with the Revenue Act of 1978 or Section 1706 of the Tax Reform Act of 1986applicable Governmental Authority, and such individuals are not entitled to any benefits under any Company Plan, unless where required by local, non-United States lawApplicable Law. The Company has properly classified each of its individual service providers as “employees” or “independent contractors” and as “exempt” or “non-exempt” for all purposes and has properly reported all compensation paid to employees, officers and All independent contractors for all purposes. The Company has paid in full to all of its current and former employees, or adequately accrued for in accordance have entered into individual entrepreneur services agreements with GAAP, all wages, salaries, commissions, bonuses, and other compensation due to or on behalf of such Persons. (h) The Company has not received notice of the intent of any Governmental Authority responsible for the enforcement of Applicable Laws relating to labor or employment to conduct any investigation, audit, or other Proceeding with respect to or relating to the Company’s employees or independent contractors and, to the Company’s Knowledge, no such Proceeding is in progresswhere required under Applicable Law. The Company has not received a written notice, citation, complaint, retained the services of any unpaid volunteers or charge asserting any violation of or Liability under unpaid interns to perform services for the federal Occupational Safety and Health Act of 1970 or any similar Applicable Law concerning employee health and safety. (i) Business in the past three years. There are is no workers’ compensation claims pending against any relationship between the Company nor, to and a third party for the Company’s Knowledge, are there any facts rendering of services that would give rise reasonably be expected to such create a claim or claims not covered by workers’ compensation insurancejoint-employer relationship between the Company and a third party. (j) The Company is not a covered federal contractor or subcontractor under Executive Order 11246, as amended (including, without limitation, Section 503 of the Rehabilitation Act of 1973, and the Vietnam Era Veterans Readjustment Assistance Act of 1974). The Company does not have an affirmative action plan with any state or local agencies.

Employees and Labor Relations. (a) Except as listed in Section 3.18(a3.17(a) of the Disclosure Schedule listsSchedule, for each employee with respect to any of the Company, such employee’s name, position, base compensation Group Companies or any Employee: (as i) no notice to terminate the employment Contract of the date hereof), amount and type of all incentive compensation paid or payable for the current and prior calendar year, the amount of accrued but unused vacation time or paid time off, each as of the date hereof, current employment status (including any leave or disability status, full time or part time status, exempt or nonexempt status for wage/hour matters, and temporary or permanent status), employing entity, and, if Employee has been served by any such employee is authorized Group Company and no such Group Company has any present intention to work pursuant to a non-immigrant visa status sponsored by the Company or Affiliate, the visa category and expiration date of such visa. terminate any Employee’s employment; (bii) As of the date hereof, to the Company’s Knowledge, no officer Employee is a party to any confidentiality, non-competition, proprietary rights or employee at similar Contract between such Employee and any Person other than such Group Company that is material to the level performance of manager such Employee’s employment duties or higher, no independent contractor or leased employee whose departure would materially disrupt the operations of the Company, and no group of three or more employees in a single department of the Company has, as of the date hereof, disclosed any plans to terminate his, her or their employment or relationship with the Company. To the such Group Company’s Knowledgeability (or, no employee of the Company is subject to any secrecy or noncompetition agreement or any other agreement or restriction of any kind with any third party after Closing, that would impede in any way the ability of such employee be material to carry out fully all activities of such employee in furtherance of Buyer’s ability) to conduct the business of the such Group Company. ; (c) With respect to the Company: (iiii) there is no collective bargaining agreement, agreement or other union or works council agreement, relationship with any labor organization organization, trade union, works council or employee groupother informing or consultation body and no Employee is represented by any labor organization, trade union, works council or other informing or consultation body; (iiiv) no labor organization, trade union, labor organization works council or employee other informing body or consultation body or group of Employees has filed any representation petition or made any written or oral demand to the Company for recognitionrecognition and no such petition or demand is Threatened; (iiiv) to the Company’s Knowledge, since January 1, 2017, no employees union organizing or decertification effort exists or has occurred or is Threatened and no circumstance reasonably likely to result in any of the Company have engaged in any efforts with any union, labor organization, or employee group to organize such employees and no such efforts are threatenedforegoing exists; (ivvi) no labor strike, work stoppage, picketing, slowdown, lockout slowdown or other material labor dispute has occurred since January 1, 2017 or, to the Company’s Knowledge, is threatenedThreatened; and (vvii) no action that violates the National Labor Relations Act or other Applicable Law in respect of labor matters has been taken in respect of any current or former employees or site of employment. (d) Since January 1, 2017, the Company has not implemented any plant closing or layoff of employees governed by the WARN Act or any similar Applicable Law, and no Liability incurred under the WARN Act or any similar Applicable Law remains unsatisfied. (e) The Company is in compliance with all Applicable Laws relating to employment, employment practices and terms and conditions of employment, including minimum wage, wage and hour, meal and rest breaks, employee leave requirements, workers’ compensation, withholding of Taxes, equal opportunity, unlawful discrimination or retaliation, labor relations, occupational safety and health requirements and termination of employment (including plant closings under the WARN Act or any similar Applicable Laws). There is no employment-related Proceeding pending or, to the Company’s Knowledge, threatened there is no workers’ compensation Liability, experience or matter that will or is reasonably likely to materially and adversely affect such Group Company or Buyer (other than as is accrued in the Interim Balance Sheet); (viii) there is no employment related Proceeding pending or Threatened regarding any an alleged violation or breach by the such Group Company (or any of its managers, officers officers, governors, directors or directorscontractors) of any Applicable Law or Contract; and, (ix) to the Company’s Knowledge, no employee Employee or agent of the such Group Company has committed any act or omission giving or that could reasonably be expected to give rise to any material Liability for any violation or breach by the such Group Company (or any of its managers, officers officers, governors or directors) of any Applicable Law or Contract. Since January 1; (x) all compensation, 2017including (but not limited to) wages, commissions, bonuses incentive compensation and other compensation, payable to any current or former Employees for services performed on or prior to the date of this Agreement have been paid or accrued in full; (ixi) there are no pending or Threatened disciplinary or grievance proceedings or investigations in respect of any Employee; (xii) there have been no decisions, determinations, recommendations, awards or judgements against any Group Company from any court, tribunal or other adjudicating body of competent jurisdiction in relation to any Employee; (xiii) there are no pending or Threatened investigations of any Group Company by any regulatory or auditory body of competent authority; (xiv) each Group Company has maintained all records required by Applicable Law regarding the service of each of its current and former officers and employees including, without limitation, compliance with working time regulations; and (xv) no allegations of sexual harassment Employee is currently on any leave or similar misconduct other approved absence (other than holiday leave) or has a right to return to work pursuant to Applicable Law, or has or may have been made against any Company employee who is in a managerialright to be reinstated or re-level position or aboveengaged, and (ii) no Employee is on long term absence from work due to ill health, except as has been separately disclosed to the Company has not entered into any settlement agreement related to allegations of sexual harassment or similar misconduct by any employee at a managerial level or aboveBuyer. (fb) Except The Buyer has previously been provided in respect of each Employee with: his or her name, position, location, classification as set forth on Section 3.18(f) exempt/nonexempt and full-time/part-time, and base compensation (including any awards under any bonus, incentive, performance or other Employee Plan and any fringe benefit or other benefit). No such Employee has served notice of termination or communicated in writing to any of the Disclosure ScheduleGroup Companies any intention to terminate such Employee’s employment with such Group Company, and to the Company’s Knowledge no such Employee has any current intention to terminate such Employee’s employment with such Group Company. No offer of employment or engagement has been made to any Person by any Group Company that has not yet been accepted, or which has been accepted but where the employment or engagement has not yet started. (c) 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 who makes more than $100,000 resides or primarily works outside the United Statesrepresentative have been satisfied. Each employee None of the Company employed Group Companies has implemented any plant closing or layoff of Employees governed by the WARN Act or any similar Applicable Law. In the past two years, there has not been any relevant transfer as defined in the United States UK Transfer of Undertakings (Protection of Employment) Regulations 2006 or the European Communities (Protection of Employees on Transfer of Undertakings) Regulations 2003 affecting any Group Company or any of its current or former directors, officers, Employees, consultants, independent contractors or workers nor have any redundancies (collective or otherwise) been implemented by any Group Company. (d) Each Employee of the Group Companies is legally authorized to work in the United Statescountry in which they are primarily employed. The qualifications for employment of each employee Each of the Company under Applicable Laws relating to immigration have been reviewed by the Company Group Companies or such Group Company’s professional employer organization has in its files a Form I-9 (or on its behalfequivalent right to work check) that is validly and a properly completed Form I-9 is on file in accordance with Applicable Law for each Employee with respect to each current and former employee as whom such form is required by under Applicable Law. The Company None of the Group Companies has complied in all material respects with the U.S. Immigration and Nationality Act, as amended from time to time, and the rules and regulations promulgated thereunder. The Company has not received any written 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 StatesStates (or other applicable country). The For each Employee whose social security number (or purported social security number) that has appeared on any “no-match” notification from the Social Security Administration, such Employee or the Company is has resolved in accordance with Applicable Law each discrepancy or non-compliance with Applicable Law with respect to such social security number (or, if applicable, such purported social security number). (e) All Persons performing services for any of the Group Companies who are classified and treated as independent contractors, consultants or in a similar capacity qualify as independent contractors and not liableas employees under Applicable Laws. In the past two years, the Group Companies have performed all obligations and duties they were required to perform (and settled all outstanding claims) in respect of any independent contractors, consultants or would not reasonably be expected workers, whether arising under contract, statute, at common law or in equity under any Applicable Law or otherwise (including by making all filings and taking all actions required to be liablemade or taken under applicable tax, as a joint employer under Applicable Law benefits, insurance, wage/hour, wage payment, social security, national insurance, labor, pension and welfare laws and regulations). No Group Company has any material Liability with respect to any misclassification of any employees Person performing services or who have in the past two years performed services for it in any capacity other than as an Employee. There is no pending or Threatened Proceeding between any Group Company and any of licensees its current or franchiseesformer independent contractors, consultants or workers. All compensation, including (but not limited to) wages, commissions, bonuses, incentive compensation, and other compensation, payable to any current or former independent contractor, consultant or worker on or prior to the date of this Agreement has been paid or accrued in full. At this date of this Agreement, no Group Company engages any Person in the United Kingdom to provide services to it in any capacity other than as an Employee. (f) In the past two years, no allegations of sexual harassment have been made against any director of any Group Company or Employee in a supervisory role, in his or her capacity as such. In the past two years, no Group Company has entered into any settlement agreement related to allegations of sexual harassment or sexual misconduct by any of its current or former Employees, independent contractors, consultants or workers. (g) Except as set forth on Section 3.18(g) of the Disclosure Schedule, the Company has not employedNo Group Company, nor does the Company currently employ any Employee or otherwise obtain the services of agent thereof, has made, directly or indirectly, any “leased employee” (as such term is defined in Section 414(n) of the Code) written or any independent contractor. All individuals who are performing, or have performed, services for the Company and who are or were classified by the Company as an “independent contractor” qualify for such classification under Section 530 of the Revenue Act of 1978 or Section 1706 of the Tax Reform Act of 1986, and such individuals are not entitled oral representations to any benefits under any Company Plan, unless required by local, non-United States law. The Company has properly classified each of its individual service providers as “employees” or “independent contractors” and as “exempt” or “non-exempt” for all purposes and has properly reported all compensation paid to employees, officers and independent contractors for all purposes. The Company has paid in full to all of its current and or former employeesEmployees, independent contractors, consultants or workers promising or guaranteeing, or adequately accrued for in accordance with GAAPotherwise concerning, all any employment, offer of employment or engagement, or terms and conditions of employment or engagement (including salary, wages, salariesemployee benefits, commissionsor visa sponsorship or renewal) to take effect, bonusesbe implemented, and other compensation due to or commence on behalf of such Personsor after the Closing Date. (h) The Company has not received notice With respect to any current or former Employee, independent contractor, consultant or worker of the intent of any Governmental Authority responsible for Group Companies, the enforcement of Group Companies are, and have in the past two years been in compliance with all Applicable Laws and contractual obligations relating to labor or and employment, including those relating to labor management relations, wages, hours, classification of employees (including as to exempt and non-exempt status) and independent contractors, overtime, record keeping, employee monitoring, discrimination, sexual and other unlawful harassment, civil rights, affirmative action, work authorization, immigration, victimization, retaliation, whistleblowing, workers’ compensation, benefits, collective bargaining, employment to conduct any investigationcontracts, auditprivacy rights, safety and health, paid time off, parental or other Proceeding with respect to or relating to the Company’s employees or independent contractors and, to the Company’s Knowledge, no such Proceeding is in progress. The Company has not received a written notice, citation, complaint, or charge asserting any violation of or Liability statutory leave and continuation coverage under the federal Occupational Safety and Health Act of 1970 or any similar Applicable Law concerning employee group health and safetyplans. (i) There The Company has provided Buyer with copies of all (i) written employment Contracts with the Employees (or if there are no workers’ compensation claims pending against any written Contracts, a summary of material terms), (ii) all forms of confidentiality, non-competition or inventions agreements with the Company norEmployees, and (ii) all handbooks and policies applicable to the Company’s Knowledge, are there any facts that would give rise to such a claim or claims not covered by workers’ compensation insuranceEmployees. (j) The No Group Company is not a covered federal contractor has given notice of any redundancies to its employees or subcontractor under Executive Order 11246, as amended (including, without limitation, Section 503 of the Rehabilitation Act of 1973, and the Vietnam Era Veterans Readjustment Assistance Act of 1974). The Company does not have an affirmative action plan required in connection with any state or local agenciesApplicable Law.