Common use of Employees; Employee Benefits Clause in Contracts

Employees; Employee Benefits. (a) Schedule 3.13(a) hereto sets forth the names of all current employees of the Company (the “Employees”) and such Employee’s job title, the location of employment of such Employee, such Employee’s current salary, the amount of any bonuses or other compensation paid since December 31, 2003 to such Employee, the date of employment of such Employee and the accrued vacation time of such Employee. Schedule 3.13(a) hereto sets forth a true and correct statement of the liability, if any, of the Company for accrued but unused sick pay. There are no outstanding loans from the Company to any officer, director, employee, agent or consultant of the Company, or to any other Related Person. Schedule 3.13(a) hereto sets forth a complete and correct description of all severance policies of the Company. Complete and correct copies of all written agreements (or, in the case of oral agreements, a complete and correct description) with Employees and all employment policies, and all amendments and supplements thereto, have previously been delivered to the Parent, and a list of all such agreements and policies is set forth on Schedule 3.13(a). None of the Employees has, to the knowledge of the Company and the Sole Stockholder, indicated a desire to terminate his or her employment, or any intention to terminate his or her employment upon a sale of, or business combination relating to, the Company or in connection with the transactions contemplated by this Agreement. Except as set forth on Schedule 3.13(a) hereto, since December 31, 2003, the Company has not (i) increased the salary or other compensation payable or to become payable to or for the benefit of any of the Employees, except in the ordinary course of business consistent with past practice, (ii) increased the term or tenure of employment for any Employee, except in the ordinary course of business consistent with past practice, (iii) increased the amounts payable to any of the Employees upon the termination of any such person’s employment or (iv) adopted, increased, augmented or improved benefits granted to or for the benefit of any of the Employees under any Benefit Plan (as such term is defined herein).

Employees; Employee Benefits. (a) Schedule 3.13(a) hereto sets forth the names of all current employees of the Company (the “Employees”) and such Employee’s job title, the location of employment of such Employee, such Employee’s current salarysalary (including any amounts due but not yet paid to such Employee), the amount of any bonuses bonuses, commissions or other compensation (i) paid since December 31, 2003 2004 to such EmployeeEmployee and (ii) potentially earned but not yet paid or potentially due to such Employee following the Closing, the date of employment of such Employee and the accrued vacation time of such Employee. Schedule 3.13(a) hereto sets forth a true and correct statement of the liability, if any, of the Company for accrued but unused sick pay. Any salary, commissions, quarterly bonuses, accrued sick pay, accrued vacation pay and any other amounts due to Employees by the Company for the period ending June 30, 2005 have been paid by the Company or are properly reflected as a liability of the Company in the Balance Sheet. There are no outstanding loans from the Company to any officer, director, employee, agent or consultant of the Company, or to any other Related Person. Schedule 3.13(a) hereto sets forth a complete and correct description of all severance policies of the Company. Complete and correct copies of all written agreements (or, in the case of oral agreements, a complete and correct description) with Employees and all employment policies, and all amendments and supplements thereto, have previously been delivered to the Parent, and a list of all such agreements and policies is set forth on Schedule 3.13(a). None of the Employees has, to To the knowledge of the Company and the Sole StockholderCompany, no Employee has indicated a desire to terminate his or her employment, or has any intention to terminate his or her employment upon a sale of, or business combination relating to, the Company or in connection with the transactions contemplated by this Agreement. Except as set forth on Schedule 3.13(a) hereto, since Since December 31, 20032004, the Company has not (i) increased the salary or other compensation payable or to become payable to or for the benefit of any of the Employees, except Employees other than in the ordinary course of business consistent with past practicebusiness, (ii) increased the term or tenure of employment for any Employee, except in the ordinary course of business consistent with past practicebusiness, (iii) increased the amounts payable to any of the Employees upon the termination of any such person’s employment or (iv) adopted, increased, augmented or improved benefits granted to or for the benefit of any of the Employees under any Benefit Plan (as such term is defined herein)Plan.

Employees; Employee Benefits. (a) Schedule 3.13(a) hereto sets forth the names of all current employees of the Company (the “"Employees”") and such Employee’s 's job title, the location of employment of such Employee, such Employee’s 's current salary, the amount of any bonuses or other compensation ever paid since December 31, 2003 to such Employee, the date of employment of such Employee and Employee, the accrued vacation time of such Employee and a description of the annual total compensation arrangements currently applicable to such Employee. Except as set forth on Schedule 3.13(a), no employee is entitled to any bonus compensation. The Company has accrued on its books and records all obligations for salaries, benefits and other compensation with respect to its Employees and former employees ("Former Employees"), to the extent required by generally accepted accounting principles, including, but not limited to, vacation pay, severance, bonuses, incentive and deferred compensation, and all commissions and other fees payable to salespeople, sales representatives and other agents. Schedule 3.13(a) hereto sets forth a true and correct statement of the liability, if any, of the Company for accrued but unused sick pay. There Except as set forth on Schedule 3.13(a), there are no outstanding loans from the Company to any officer, director, employee, agent or consultant of the Company, or to any other Related Person. Schedule 3.13(a) hereto sets forth a complete and correct description of all severance policies of the Company. Complete and correct copies of all written agreements (or, in the case of oral agreements, a complete and correct description) with Employees and all employment policies, and all amendments and supplements thereto, have previously been delivered or made available to the Parent, and a list of all such agreements and policies is set forth on in Schedule 3.13(a3.12(a). None of the Employees has, to the knowledge of the Company and the Sole Stockholderor any Shareholder, indicated a desire to terminate his or her employment, or any intention to terminate his or her employment upon a sale of, or business combination relating to, the Company or in connection with the transactions contemplated by this Agreement. Except as set forth on Schedule 3.13(a) hereto, since December 31, 2003, the Company has not (i) increased the salary or other compensation payable or to become payable to or for the benefit of any of the Employees, except in the ordinary course of business consistent with past practice, (ii) increased the term or tenure of employment for any Employee, except in the ordinary course of business consistent with past practice, (iii) increased the amounts payable to any of the Employees upon the termination of any such person’s employment or (iv) adopted, increased, augmented or improved benefits granted to or for the benefit of any of the Employees under any Benefit Plan (as such term is defined herein).

Employees; Employee Benefits. (a) Schedule 3.13(a) hereto sets forth the names of all current employees of the Company (the “"Employees”") and such Employee’s 's job title, the location of employment of such Employee, such Employee’s 's current salary, the amount of any bonuses or other compensation paid since December 31, 2003 1997 to such Employee, the date of employment of such Employee and the accrued vacation time of such Employee. The Company has accrued on its books and records all obligations for salaries, benefits and other compensation with respect to its Employees and former employees ("Former Employees"), to the extent required by generally accepted accounting principles, including, but not limited to, vacation pay, severance, bonuses, incentive and deferred compensation, and all commissions and other fees payable to salespeople, sales representatives and other agents. Schedule 3.13(a) hereto sets forth a true and correct statement of the liability, if any, of the Company for accrued but unused sick pay. There Except as set forth on Schedule 3.13(a) or as contemplated by Section 7.6 of this Agreement, there are no outstanding loans from the Company to any officer, director, employee, agent or consultant of the Company, or to any other Related Person. Schedule 3.13(a) hereto sets forth a complete and correct description of all severance policies of the Company. Complete and correct copies of all written agreements (or, in the case of oral agreements, a complete and correct description) with Employees and all employment policies, and all amendments and supplements thereto, have previously been delivered or made available to the Parent, and a list of all such agreements and policies is set forth on an Schedule 3.13(a). None of the Employees has, to the best knowledge of the Company and the Sole Stockholderor any Principal Shareholder, indicated a desire to terminate his or her employment, or any intention to terminate his or her employment upon a sale of, or business combination relating to, the Company or in connection with the transactions contemplated by this Agreement. Except as set forth on Schedule 3.13(a) hereto), since December 31June 28, 20031998, the Company has not (i) except in the ordinary course of business and consistent with past practice, increased the salary or other compensation payable or to become payable to or for the benefit of any of the Employees, except in the ordinary course of business consistent with past practice, (ii) increased the term or tenure of employment for any Employee, except in the ordinary course of business consistent with past practice, (iii) increased the amounts payable to any of the Employees upon the termination of any such person’s 's employment or (iv) adopted, increased, augmented or improved benefits granted to or for the benefit of any of the Employees under any Benefit Plan (as such term is defined herein)Plan.

Employees; Employee Benefits. (a) Schedule 3.13(a2.12(a) hereto sets forth the names of all current employees of Seller as of the Company date of this Agreement (the “"Employees”") and and, with respect to each Employee, such Employee’s 's job title, title and the location date of commencement of employment of such Employee. Seller has accrued on its books and records all obligations for salaries, such Employee’s current salaryvacations, the amount of any bonuses or benefits and other compensation paid since December 31with respect to its Employees and any of its Former Employees (as defined below), 2003 to such Employeethe extent required by GAAP, including, but not limited to, severance, bonuses, incentive and deferred compensation, and all commissions and other fees payable to salespeople, sales representatives and other agents. Seller does not currently offer, and has never offered, retiree health and insurance benefits to Employees and Former Employees, and Seller has no liabilities (contingent or otherwise) with respect thereto. Except as set forth in the date of employment of such Employee and the accrued vacation time of such Employee. Schedule 3.13(a) hereto sets forth a true and correct statement of the liability2.12(a), if any, of the Company for accrued but unused sick pay. There there are no outstanding loans from the Company Seller to any officer, director, employee, agent or consultant of the Company, or to any other Related Person. Schedule 3.13(a) hereto sets forth a complete and correct description of all severance policies of the Companyits affiliates. Complete and correct copies of all material written agreements (orwith or concerning Employees, in the case of oral including, without limitation, union and collective bargaining agreements, a complete and correct description) with Employees and all employment policies, and all amendments and supplements thereto, have previously been delivered to the ParentBuyer, and a list of all such agreements and policies is set forth on in the Schedule 3.13(a2.12(a) Except as set forth in Schedule 2.12(a). None , none of the Employees has, to the best knowledge of the Company Seller and the Sole each Seller Stockholder, indicated a desire to terminate his or her employmentemployment other than at normal retirement age, or any intention to terminate his or her employment upon a sale of, or business combination relating to, the Company or in connection with the transactions contemplated by this Agreement. Except as set forth on Schedule 3.13(a) heretoin the Seller Schedules, since December 31September 30, 20031999, the Company Seller has not (i) except in the ordinary course of business and consistent with past practice, increased the salary or other compensation payable or to become payable to or for the benefit of any of the Employees, except in the ordinary course of business consistent with past practice, (ii) provided any of the Employees with any increased the term security or tenure of employment for any Employee, except in the ordinary course of business consistent with past practiceemployment, (iii) increased the amounts payable to any of the Employees upon the termination of any such person’s 's employment or (iv) adopted, increased, augmented or improved benefits granted to or for the benefit of any of the Employees under any Benefit Plan (as such term is defined herein)Plan.

Employees; Employee Benefits. (a) Schedule 3.13(a) hereto sets forth the names of all current employees of the Company (the “"Employees”") and such Employee’s 's job title, the location of employment of such Employee, such Employee’s 's current salary, the amount of any bonuses or other compensation paid since December 31, 2003 1998 to such Employee, the date of employment of such Employee and the accrued vacation time of such Employee. Schedule 3.13(a) hereto sets forth a true and correct statement of the liability, if any, of the Company for accrued but unused sick pay. There Except as set forth on Schedule 3.13(a), there are no outstanding loans from the Company to any officer, director, employee, agent or consultant of the Company, or to any other Related Person. Schedule 3.13(a) hereto sets forth a complete and correct description of all severance policies of the Company. Complete and correct copies of all written agreements (or, in the case of oral agreements, a complete and correct description) with Employees and all employment policies, and all amendments and supplements thereto, have previously been delivered or made available to the Parent, and a list of all such agreements and policies is set forth on Schedule 3.13(a). None of the Employees has, to the best knowledge of the Company and or the Sole StockholderPrincipal Shareholders, indicated a desire to terminate his or her employment, or any intention to terminate his or her employment upon a sale of, or business combination relating to, the Company or in connection with the transactions contemplated by this Agreement. Except as set forth on Schedule 3.13(a) hereto), since December 31, 20031998, the Company has not (i) increased the salary or other compensation payable or to become payable to or for the benefit of any of the Employees, except in the ordinary course of business consistent with past practice, (ii) increased the term or tenure of employment for any Employee, except in the ordinary course of business consistent with past practice, (iii) increased the amounts payable to any of the Employees upon the termination of any such person’s 's employment or (iv) adopted, increased, augmented or improved benefits granted to or for the benefit of any of the Employees under any Benefit Plan (as such term is defined herein)Plan.

Employees; Employee Benefits. (a) Schedule 3.13(a) hereto 2.13 sets forth the names of all current employees of Seller, other than temporary employees, as of the Company date of this Agreement (the “"Employees”") and and, with respect to each Employee, such Employee’s 's job title, title and the location date of commencement of employment of such Employee. Seller has accrued on its books and records all obligations for salaries, such Employee’s current salaryvacations, the amount of any bonuses or benefits and other compensation paid since December 31with respect to its Employees and any of its Former Employees (as that term is hereinafter defined), 2003 to such Employeethe extent required by GAAP, including, but not limited to, severance, bonuses, incentive and deferred compensation, and all commissions and other fees payable to salespeople, sales representatives and other agents. Seller does not currently offer, and have never offered, retiree health and insurance benefits to Employees and Former Employees, and Seller does not have any liabilities (contingent or otherwise) with respect thereto. Except as set forth in the date of employment of such Employee and the accrued vacation time of such Employee. Schedule 3.13(a) hereto sets forth a true and correct statement of the liability2.13, if any, of the Company for accrued but unused sick pay. There there are no outstanding loans from the Company Seller to any officer, director, employee, agent or consultant of the Company, or to any other Related Person. Schedule 3.13(a) hereto sets forth a complete and correct description of all severance policies of the CompanyParty. Complete and correct copies of all material written agreements (orwith or concerning Employees, in the case of oral including, without limitation, union and collective bargaining agreements, a complete and correct description) with Employees and all employment policies, and all amendments and supplements thereto, have previously been delivered to the ParentBuyer, and a list of all such agreements and policies is set forth on in the Schedule 3.13(a)2.13. None of the Employees has, to the best knowledge of the Company and the Sole Seller such Seller Stockholder, indicated a desire to terminate his or her employmentemployment other than at normal retirement age, or any intention to terminate his or her employment upon a sale of, or business combination relating to, the Company or in connection with the transactions contemplated by this Agreement. Except as set forth on in the Schedule 3.13(a) hereto2.13, since December 31September 30, 20031999, the Company Seller has not (i) except in the ordinary course of business and consistent with past practice, increased the salary or other compensation payable or to become payable to or for the benefit of any of the Employees, except in the ordinary course of business consistent with past practice, (ii) provided any of the Employees with any increased the term security or tenure of employment for any Employee, except in the ordinary course of business consistent with past practiceemployment, (iii) increased the amounts payable to any of the Employees upon the termination of any such person’s 's employment or (iv) adopted, increased, augmented or improved benefits granted to or for the benefit of any of the Employees under any Benefit Plan (as such term is defined herein)Plan.

Employees; Employee Benefits. (a) Schedule 3.13(a) hereto sets forth the names of all current employees of the Company (the “"Employees”") and and, with respect to any Employee whose annual compensation exceeds $50,000 such Employee’s 's job title, the location of employment of such Employee, such Employee’s 's current salary, the date and amount of such Employee's most recent salary increase, the amount of any bonuses or other compensation paid since December October 31, 2003 1996 to such Employee, the date of birth of such Employee, the date of employment of such Employee and Employee, the accrued vacation time of such Employee and a description of the annual total compensation arrangements currently applicable to such Employee. The Company has accrued on its books and records all obligations for salaries, benefits and other compensation with respect to its Employees and former employees ("Former Employees"), to the extent required by generally accepted accounting principles, including, but not limited to, vacation pay, severance, bonuses, incentive and deferred compensation, and all commissions and other fees payable to salespeople, sales representatives and other agents. Except as set forth on Schedule 3.13(a) hereto sets forth a true and correct statement of the liability3.13, if any, of the Company for accrued but unused sick pay. There there are no outstanding loans from the Company to any officer, director, employee, agent or consultant of the Company, or to any other Company Related Person. Schedule 3.13(a) hereto sets forth a complete and correct description of all severance policies of the Company. Complete and correct copies of all written agreements (or, in the case of oral agreements, a complete and correct description) with Employees and all employment policies, including but not limited to policies on severance pay and liability for accrued but unused sick and vacation pay, and all amendments and supplements thereto, have previously been delivered or made available to the Parent, and a list of all such agreements and policies is set forth on Schedule 3.13(a). None of the Employees has, to the best knowledge of the Company and the Sole StockholderCompany, indicated a desire to terminate his or her employment, or any intention to terminate his or her employment upon a sale of, or business combination relating to, the Company or in connection with the transactions contemplated by this Agreement. Except as set forth on Schedule 3.13(a) hereto), since December October 31, 2003, 1996 the Company has and its Subsidiaries have not (i) except in the ordinary course of business and consistent with past practice, increased the salary or other compensation payable or to become payable to or for the benefit of any of the Employees, except in the ordinary course of business consistent with past practice, (ii) increased the term or tenure of employment for any Employee, except in the ordinary course of business consistent with past practice, or provided any Employee with any increased security of employment, (iii) increased the amounts payable to any of the Employees upon the termination of any such person’s 's employment or (iv) adopted, increased, augmented or improved benefits granted to or for the benefit of any of the Employees under any Benefit Plan (as such term is defined herein)Plan.

Employees; Employee Benefits. (a) Schedule 3.13(a) hereto sets forth the names Complete and correct copies of all material written agreements with or concerning all current employees of the Company and its Subsidiaries (the “"Employees”) "), including, without limitation, union and such Employee’s job title, the location of employment of such Employee, such Employee’s current salary, the amount of any bonuses or other compensation paid since December 31, 2003 to such Employee, the date of employment of such Employee and the accrued vacation time of such Employee. Schedule 3.13(a) hereto sets forth a true and correct statement of the liability, if any, of the Company for accrued but unused sick pay. There are no outstanding loans from the Company to any officer, director, employee, agent or consultant of the Company, or to any other Related Person. Schedule 3.13(a) hereto sets forth a complete and correct description of all severance policies of the Company. Complete and correct copies of all written agreements (or, in the case of oral collective bargaining agreements, a complete and correct description) with Employees and all material employment policies, and all amendments and supplements thereto, have previously been delivered to the Parent, and a list of all such agreements and policies is set forth on Schedule 3.13(a). None Section 3.11(a) of the Company Letter. The Company does not currently offer or provide retiree health and other insurance benefits to former Employees has, to the knowledge of the Company and the Sole Stockholder, indicated a desire to terminate his or her employmentits Subsidiaries ("Former Employees"), or any intention to terminate his their dependents, survivors or her employment upon a sale ofbeneficiaries, or business combination relating to, and the Company has no liabilities (contingent or in connection otherwise) with respect thereto. There are no outstanding loans from the transactions contemplated by this AgreementCompany to any Employees or Former Employees. Except as set forth on Schedule 3.13(aSection 3.11(a) heretoof the Company Letter, since December 31January 1, 2003, the Company has not and its Subsidiaries have not, in any material respect taken as a whole, (i) except in the ordinary course of business and consistent with past practice, increased the salary or other compensation payable or to become payable to or for the benefit of any of the Employees, except in the ordinary course of business consistent with past practice, (ii) provided any of the Employees with any increased the term security or tenure of employment for any Employee, except in the ordinary course of business consistent with past practiceemployment, (iii) increased the amounts payable to any of the Employees upon the termination of any such person’s 's employment or (iv) adopted, increased, augmented or improved benefits granted to or for the benefit of any of the Employees or Former Employees under any Benefit Plan (as hereinafter defined). All individuals who, in the last 24 months, have performed services for the Company or its Subsidiaries as a consultant or independent contractor ("Non-Employees") are independent contractors and are not employees of the Company or its Subsidiaries and the Company has no material liability to or with respect to such term is defined herein)Non-Employees for the withholding or payment of any income or social security taxes, the provision of benefits under any Benefit Plans (as hereinafter defined) or for any other charges, taxes or benefits with respect thereto.

Employees; Employee Benefits. (a) Schedule 3.13(a) hereto sets forth the names of all each current employees employee of the Company or any Subsidiary (the “"Employees”") and such Employee’s 's job title, the location of employment of such Employee, such Employee’s 's current salary, the amount of any bonuses or other compensation paid since December 31November 30, 2003 2000 to such Employee, the date of employment of such Employee and the accrued vacation time of such Employee. Except as set forth on Schedule 3.13(a) hereto sets forth a true and correct statement of the liability), if any, of the Company for accrued but unused sick pay. There there are no outstanding loans from the Company or any Subsidiary to any officer, director, employee, agent or consultant of the CompanyCompany or any Subsidiary, or to any other Related Person. Schedule 3.13(a) hereto sets forth a complete and correct description of all severance policies of the CompanyCompany and its Subsidiaries. Complete and correct copies of all written agreements (or, in the case of oral agreements, a complete and correct description) with Employees and all employment policies, and all amendments and supplements thereto, have previously been delivered or made available to the Parent, and a list of all such agreements and policies is set forth on Schedule 3.13(a). None To the best knowledge of the Shareholder and except as set forth on Schedule 3.13(a), none of the Employees has, to the knowledge of the Company and the Sole Stockholder, has indicated a desire to terminate his or her employment, or any intention to terminate his or her employment upon a sale of, or business combination relating to, the Company or in connection with the transactions contemplated by this Agreement. Except as set forth on Schedule 3.13(a) hereto), since December 31November 30, 20032000, neither the Company nor any Subsidiary has not (i) increased the salary or other compensation payable or to become payable to or for the benefit of any of the Employees, except in the ordinary course of business consistent with past practiceEmployee, (ii) increased the term or tenure of employment for any Employee, except in the ordinary course of business consistent with past practice, (iii) increased the amounts payable to any of the Employees Employee upon the termination of any such person’s 's employment or (iv) adopted, increased, augmented or improved benefits granted to or for the benefit of any of the Employees under any Benefit Plan (as such term is defined herein)Plan.

Employees; Employee Benefits. (a) Schedule 3.13(a3.13 (a) hereto sets forth the names of all current employees of the Company (the “Employees”) and such Employee’s job title, the location of employment of such Employee, such Employee’s current salary, the amount of any bonuses or other compensation paid since December 31, 2003 2002 to such Employee, the date of employment of such Employee and the accrued vacation time of such Employee. Schedule 3.13(a) hereto sets forth a true and correct statement of the liability, if any, of the Company for accrued but unused sick pay. There are no outstanding loans from the Company to any officer, director, employee, agent or consultant of the Company, or to any other Related Person. Schedule 3.13(a) hereto sets forth a complete and correct description of all severance policies of the Company. Complete and correct copies of all written agreements (or, in the case of oral agreements, a complete and correct description) with Employees and all employment policies, and all amendments and supplements thereto, have previously been delivered to the Parent, and a list of all such agreements and policies is set forth on Schedule 3.13(a). None of the Employees has, to the knowledge of the Company and the Sole StockholderCompany, indicated a desire to terminate his or her employment, or any intention to terminate his or her employment upon a sale of, or business combination relating to, the Company or in connection with the transactions contemplated by this Agreement. Except as set forth on Schedule 3.13(a) hereto, since Since December 31, 20032002, the Company has not (i) increased the salary or other compensation payable or to become payable to or for the benefit of any of the Employees, except in the ordinary course of business consistent with past practice, (ii) increased the term or tenure of employment for any Employee, except in the ordinary course of business consistent with past practice, (iii) increased the amounts payable to any of the Employees upon the termination of any such person’s employment or (iv) adopted, increased, augmented or improved benefits granted to or for the benefit of any of the Employees under any Benefit Plan (as such term is defined herein)Plan.

Employees; Employee Benefits. (a) Schedule 3.13(aSCHEDULE 3.13(A) hereto sets forth the names of all current employees of the Company (the “"Employees”") and such Employee’s 's job title, the location of employment of such Employee, such Employee’s 's current salary, the amount of any bonuses or other compensation paid since December 31, 2003 1998 to such Employee, the date of employment of such Employee and the accrued vacation time of such Employee. Schedule 3.13(aSCHEDULE 3.13(A) hereto sets forth a true and correct statement of the liability, if any, of the Company for accrued but unused sick pay. There Except as set forth on SCHEDULE 3.13(A), there are no outstanding loans from the Company to any officer, director, employee, agent or consultant of the Company, or to any other Related Person. Schedule 3.13(aSCHEDULE 3.13(A) hereto sets forth a complete and correct description of all severance policies of the Company. Complete and correct copies of all written agreements (or, in the case of oral agreements, a complete and correct description) with Employees and all employment policies, and all amendments and supplements thereto, have previously been delivered or made available to the Parent, and a list of all such agreements and policies is set forth on Schedule 3.13(aSCHEDULE 3.13(A). None of the Employees has, to the knowledge of the Company and or the Sole StockholderShareholder, indicated a desire to terminate his or her employment, or any intention to terminate his or her employment upon a sale of, or business combination relating to, the Company or in connection with the transactions contemplated by this Agreement. Except as set forth on Schedule 3.13(a) heretoSCHEDULE 3.13(A), since December 31, 20031998, the Company has not (i) increased the salary or other compensation payable or to become payable to or for the benefit of any of the Employees, except in the ordinary course of business consistent with past practice, (ii) increased the term or tenure of employment for any Employee, except in the ordinary course of business consistent with past practice, (iii) increased the amounts payable to any of the Employees upon the termination of any such person’s 's employment or (iv) adopted, increased, augmented or improved benefits granted to or for the benefit of any of the Employees under any Benefit Plan (as such term is defined herein)Plan.

Employees; Employee Benefits. (a) Schedule 3.13(a) hereto sets forth the names Complete and correct copies of all material written agreements with or concerning all current employees of the Company and its Subsidiaries (the “"Employees”) "), including, without limitation, union and such Employee’s job title, the location of employment of such Employee, such Employee’s current salary, the amount of any bonuses or other compensation paid since December 31, 2003 to such Employee, the date of employment of such Employee and the accrued vacation time of such Employee. Schedule 3.13(a) hereto sets forth a true and correct statement of the liability, if any, of the Company for accrued but unused sick pay. There are no outstanding loans from the Company to any officer, director, employee, agent or consultant of the Company, or to any other Related Person. Schedule 3.13(a) hereto sets forth a complete and correct description of all severance policies of the Company. Complete and correct copies of all written agreements (or, in the case of oral collective bargaining agreements, a complete and correct description) with Employees and all material employment policies, and all amendments and supplements thereto, have previously been delivered to the Parent, and a list of all such agreements and policies is set forth on Schedule 3.13(a). None Section 3.11(a) of the Company Letter. The Company does not currently offer or provide retiree health and other insurance benefits to former Employees has, to the knowledge of the Company and the Sole Stockholder, indicated a desire to terminate his or her employmentits Subsidiaries ("Former Employees"), or any intention to terminate his their dependents, survivors or her employment upon a sale ofbeneficiaries, or business combination relating to, and the Company has no liabilities (contingent or in connection otherwise) with respect thereto. There are no outstanding loans from the transactions contemplated by this AgreementCompany to any Employees or Former Employees. Except as set forth on Schedule 3.13(aSection 3.11(a) heretoof the Company Letter, since December 31January 1, 20032001, the Company has not and its Subsidiaries have not, in any material respect taken as a whole, (i) except in the ordinary course of business and consistent with past practice, increased the salary or other compensation payable or to become payable to or for the benefit of any of the Employees, except in the ordinary course of business consistent with past practice, (ii) provided any of the Employees with any increased the term security or tenure of employment for any Employee, except in the ordinary course of business consistent with past practiceemployment, (iii) increased the amounts payable to any of the Employees upon the termination of any such person’s 's employment or (iv) adopted, increased, augmented or improved benefits granted to or for the benefit of any of the Employees or Former Employees under any Benefit Plan (as hereinafter defined). All individuals who, in the last 24 months, have performed services for the Company or its Subsidiaries as a consultant or independent contractor ("Non-Employees") are independent contractors and are not employees of the Company or its Subsidiaries and the Company has no material liability to or with respect to such term is defined herein)Non-Employees for the withholding or payment of any income or social security taxes, the provision of benefits under any Benefit Plans (as hereinafter defined) or for any other charges, taxes or benefits with respect thereto.

Employees; Employee Benefits. (a) Schedule SCHEDULE 3.13(a) hereto sets forth the names of all current employees of the Company (the “Employees”"EMPLOYEES") and such Employee’s 's job title, the location of employment of such Employee, such Employee’s 's current salary, the amount of any bonuses or other compensation paid since December 31, 2003 1998 to such Employee, the date of employment of such Employee and the accrued vacation time of such Employee. Schedule SCHEDULE 3.13(a) hereto sets forth a true and correct (in all material respects) statement of the liability, if any, of the Company for accrued but unused sick pay. There Except as set forth on SCHEDULE 3.13(a), there are no outstanding loans from the Company to any officer, director, employee, agent or consultant of the Company, or to any other Related Person. Schedule SCHEDULE 3.13(a) hereto sets forth a complete and correct description of all severance policies of the Company. Complete and correct copies of all written agreements (or, in the case of oral agreements, a complete and correct description) with Employees and all employment policies, and all amendments and supplements thereto, have previously been delivered or made available to the Parent, and a list of all such agreements and policies is set forth on Schedule SCHEDULE 3.13(a). None To the best knowledge of the Shareholders and except as set forth on SCHEDULE 3.13(a), none of the Employees has, to the knowledge of the Company and the Sole Stockholder, has indicated a desire to terminate his or her employment, or any intention to terminate his or her employment upon a sale of, or business combination relating to, the Company or in connection with the transactions contemplated by this Agreement. Except as set forth on Schedule SCHEDULE 3.13(a) hereto), since December 31, 20031998, the Company has not (i) increased the salary or other compensation payable or to become payable to or for the benefit of any of the Employees, except in the ordinary course of business consistent with past practice, (ii) increased the term or tenure of employment for any Employee, except in the ordinary course of business consistent with past practice, (iii) increased the amounts payable to any of the Employees upon the termination of any such person’s 's employment or (iv) adopted, increased, augmented or improved benefits granted to or for the benefit of any of the Employees under any Benefit Plan (as such term is defined herein)Plan.

Employees; Employee Benefits. (a) Schedule 3.13(a) hereto sets forth the names of all current employees of the Company (the “"Employees”") and such Employee’s 's job title, the location of employment of such Employee, such Employee’s 's current salary, the amount of any bonuses or other compensation paid since December 31, 2003 1997 to such Employee, the date of employment of such Employee and the accrued vacation time of such Employee. Schedule 3.13(a) hereto sets forth a true and correct statement of the liability, if any, of the Company for accrued but unused sick pay. There Except as set forth on Schedule 3.13(a), there are no outstanding loans from the Company to any officer, director, employee, agent or consultant of the Company, or to any other Related Person. Schedule 3.13(a) hereto sets forth a complete and correct description of all severance policies of the Company. Complete and correct copies of all written agreements (or, in the case of oral agreements, a complete and correct description) with Employees and all employment policies, and all amendments and supplements thereto, have previously been delivered or made available to the Parent, and a list of all such agreements and policies is set forth on Schedule 3.13(a). None of the Employees has, to the knowledge of the Company and or the Sole StockholderPrincipal Shareholder, indicated a desire to terminate his or her employment, or any intention to terminate his or her employment upon a sale of, or business combination relating to, the Company or in connection with the transactions contemplated by this Agreement. Except as set forth on Schedule 3.13(a) hereto), since December 31November 30, 20031998, the Company has not (i) increased the salary or other compensation payable or to become payable to or for the benefit of any of the Employees, except in the ordinary course of business consistent with past practice, (ii) increased the term or tenure of employment for any Employee, except in the ordinary course of business consistent with past practice, (iii) increased the amounts payable to any of the Employees upon the termination of any such person’s 's employment or (iv) adopted, increased, augmented or improved benefits granted to or for the benefit of any of the Employees under any Benefit Plan (as such term is defined herein)Plan.

Employees; Employee Benefits. (a) Schedule 3.13(a) hereto sets forth the names of all current employees of Sellers employed in the Company Purchased Business and who Purchaser proposes to employ upon Closing (the “"Employees”) and such "), including each Employee’s 's job title, the location of employment of such Employeecurrent salary and bonus potential, such Employee’s current salary, the amount of any bonuses or other compensation paid since December 31, 2003 to such Employee, the date of employment birth and date of such Employee and the accrued vacation time of such Employeeemployment. Except as set forth on Schedule 3.13(a) hereto sets forth a true and correct statement of the liability), if any, of the Company for accrued but unused sick pay. There there are no outstanding loans from any of the Company Sellers to any officersuch Employee, director, employeeor any former employee of Sellers who were employed in the Purchased Business ("Former Employees"), agent or consultant of the Company, or to any other Related Person. Schedule 3.13(a) hereto sets forth a complete and correct description of all severance policies of the CompanySellers. Complete and correct copies or descriptions of all written and, to the knowledge of Sellers, oral employment agreements (orbetween any of the Sellers and any Employee, in the case of oral agreements, a complete and correct description) with Employees and all written and, to the knowledge of Sellers, oral employment policies, and all amendments and supplements thereto, have previously been delivered to the Parent, Purchaser and a list of all such agreements and policies is set forth are listed on Schedule 3.13(a). None of the Employees has, to the knowledge of the Company and the Sole Stockholder, indicated a desire to terminate his or her employment, or any intention to terminate his or her employment upon a sale of, or business combination relating to, the Company or in connection with the transactions contemplated by this Agreement. Except as set forth on Schedule 3.13(a) hereto), since December 31, 20032000, none of the Company has not (i) Sellers has, except in the ordinary course of business and consistent with past practice, increased the salary or other compensation payable or to become payable to or for the benefit of any of the Employees. Except as set forth in Schedule 3.13(a), except Sellers have accrued or reflected in the ordinary course Pro Forma Financial Statements all obligations for salaries, vacation, medical, severance and other benefits and other compensation of business consistent any kind with past practicerespect to the Employees, (ii) increased in each case to the term or tenure of employment for any Employee, except extent required to be reflected in the ordinary course of business consistent with past practicePro Forma Financial Statements by GAAP, (iii) increased the amounts payable to and neither Purchaser nor Sellers will incur any liability, including any "parachute payment" under Section 280G of the Employees upon the termination of Code, under any such person’s severance agreement, employment agreement, similar agreement or (iv) adopted, increased, augmented or improved benefits granted to or for the benefit of any Benefit Plan solely as a result of the Employees under any Benefit Plan (as such term is defined herein)consummation of the transactions contemplated by this Agreement.

Employees; Employee Benefits. (a) Schedule 3.13(a) hereto sets forth the names of all current employees of the Company (the “"Employees”") and such Employee’s 's job title, the location of employment of such Employee, such Employee’s 's current salary, the amount of any bonuses or other compensation paid since December 31, 2003 1996 to such Employee, the date of employment of such Employee and the accrued vacation time of such Employee. The Company has accrued on its books and records all obligations for salaries, benefits and other compensation with respect to its Employees and former employees ("Former Employees"), to the extent required by generally accepted accounting principles, including, but not limited to, vacation pay, severance, bonuses, incentive and deferred compensation, and all commissions and other fees payable to salespeople, sales representatives and other agents. Schedule 3.13(a) hereto sets forth a true and correct statement of the liability, if any, of the Company for accrued but unused sick pay. There Except as set forth on Schedule 3.13(a) or as contemplated by Section 7.6 of this Agreement, there are no outstanding loans from the Company to any officer, director, employee, agent or consultant of the Company, or to any other Related Person. Schedule 3.13(a) hereto sets forth a complete and correct description of all severance policies of the Company. Complete and correct copies of all written agreements (or, in the case of oral agreements, a complete and correct description) with Employees and all employment policies, and all amendments and supplements thereto, have previously been delivered or made available to the Parent, and a list of all such agreements and policies is set forth on an Schedule 3.13(a). None of the Employees has, to the best knowledge of the Company and the Sole Stockholderor any Principal Shareholder, indicated a desire to terminate his or her employment, or any intention to terminate his or her employment upon a sale of, or business combination relating to, the Company or in connection with the transactions contemplated by this Agreement. Except as set forth on Schedule 3.13(a) hereto), since December October 31, 20031997, the Company has not (i) except in the ordinary course of business and consistent with past practice, increased the salary or other compensation payable or to become payable to or for the benefit of any of the Employees, except in the ordinary course of business consistent with past practice, (ii) increased the term or tenure of employment for any Employee, except in the ordinary course of business consistent with past practice, (iii) increased the amounts payable to any of the Employees upon the termination of any such person’s 's employment or (iv) adopted, increased, augmented or improved benefits granted to or for the benefit of any of the Employees under any Benefit Plan (as such term is defined herein)Plan.

Employees; Employee Benefits. (a) Schedule 3.13(a) hereto sets forth the names of all current employees of the Company (the “"Employees”") and such Employee’s 's job title, the location of employment of such Employee, such Employee’s 's current salary, the amount of any bonuses or other compensation paid since December 31, 2003 1997 to such Employee, the date of employment of such Employee and the accrued vacation time of such Employee. Schedule 3.13(a) hereto sets forth a true and correct statement of the liability, if any, of the Company for accrued but unused sick pay. There Except as set forth on Schedule 3.13(a), there are no outstanding loans from the Company to any officer, director, employee, agent or consultant of the Company, or to any other Related Person. Schedule 3.13(a) hereto sets forth a complete and correct description of all severance policies of the Company. Complete and correct copies of all written agreements (or, in the case of oral agreements, a complete and correct description) with Employees and all employment policies, and all amendments and supplements thereto, have previously been delivered or made available to the Parent, and a list of all such agreements and policies is set forth on Schedule 3.13(a). None of the Employees has, to the best knowledge of the Company and or the Sole StockholderEquityholders, indicated a desire to terminate his or her employment, or any intention to terminate his or her employment upon a sale of, or business combination relating to, the Company or in connection with the transactions contemplated by this Agreement. Except as set forth on Schedule 3.13(a) hereto), since December March 31, 20031999, the Company has not (i) increased the salary or other compensation payable or to become payable to or for the benefit of any of the Employees, except in the ordinary course of business consistent with past practice, (ii) increased the term or tenure of employment for any Employee, except in the ordinary course of business consistent with past practice, (iii) increased the amounts payable to any of the Employees upon the termination of any such person’s 's employment or (iv) adopted, increased, augmented or improved benefits granted to or for the benefit of any of the Employees under any Benefit Plan (as such term is defined herein)Plan.