Common use of Employees; Employee Compensation Clause in Contracts

Employees; Employee Compensation. To the best of the Company's knowledge, there is no strike, labor dispute or union organization activities pending or threatened between the Company or any of its Subsidiaries and any of their employees. None of the employees of the Company or any of its Subsidiaries belongs to any union or collective bargaining unit. To the best of the Company's knowledge, the Company and its Subsidiaries have complied in all material respects with all applicable state and federal equal opportunity and other laws related to employment. To the best of the Company's knowledge, no employee of the Company or any of its Subsidiaries is or will be in violation of any judgment, decree or order, or any term of any employment contract, patent disclosure agreement or other contract or agreement relating to the relationship of any such employee with the Company or any of its Subsidiaries, or any other party because of the nature of the business conducted or presently proposed to be conducted by the Company or any of its Subsidiaries or to the use by the employee of his or her best efforts with respect to such business. Neither the execution nor delivery of this Agreement or the Investor Rights Agreement nor the carrying on of the business of the Company and its Subsidiaries by their employees nor the conduct of such business as proposed will, to the Company's knowledge, conflict with or result in a breach of the terms, conditions or provisions of, or constitute a default under, any contract, covenant or instrument under which any of such employees is now obligated. Neither the Company nor any of its Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation agreement, bonus plan, incentive plan (other than the Option Plan), profit sharing plan, retirement agreement or other employee compensation agreement. The Company is not aware that any officer or key employee or consultant, or that any group of key employees or consultants, of the Company or any of its Subsidiaries intends to terminate their employment or service with the Company or any of its Subsidiaries, nor does the Company or any of its Subsidiaries have a present intention to terminate the employment or service of any of the foregoing. Subject to general principles related to wrongful termination of employees, the employment of each employee of the Company or any of its Subsidiaries is terminable at the will of the employer.

Employees; Employee Compensation. To the best of the Company's knowledge, there -------------------------------- is no strike, labor dispute or union organization activities pending or threatened between the Company or any of it and its Subsidiaries and any of their employees. None of the Company's or the Subsidiaries' employees of the Company or any of its Subsidiaries belongs to any union or collective bargaining unit. To the best of the Company's knowledge, the Company and its the Subsidiaries have complied in all material respects with all applicable state and federal equal opportunity and other laws related to employment. To the best of the Company's knowledge, no employee of the Company or any of its Subsidiaries Subsidiary is or will be in violation of any judgment, decree decree, or order, or any term of any employment contract, patent disclosure agreement agreement, or other contract or agreement relating to the relationship of any such employee with the Company or any of its Subsidiariessuch Subsidiary, or any other party because of the nature of the business conducted or presently proposed to be conducted by the Company or any of its the Subsidiaries or to the use by the employee of his or her best efforts with respect to such business. Neither the execution nor delivery of this Agreement or the Investor Rights Agreement nor the carrying on of the business of the Company and its Subsidiaries by their employees nor the conduct of such business as proposed will, to the Company's knowledge, conflict with or result in a breach of the terms, conditions or provisions of, or constitute a default under, any contract, covenant or instrument under which any of such employees is now obligated. Neither the Company nor any of its Subsidiaries Subsidiary is a party to or bound by any currently effective employment contract, deferred compensation agreement, bonus plan, incentive plan (other than the Option Plan)plan, profit sharing plan, retirement agreement agreement, or other employee compensation agreement. The Company is not aware that any officer or key employee or consultantemployee, or that any group of key employees or consultantsemployees, of the Company or any of its Subsidiaries intends to terminate their employment or service with the Company or any of its Subsidiariesa Subsidiary, nor does do the Company or any of its Subsidiaries Subsidiary have a present intention to terminate the employment or service of any of the foregoing. Subject to general principles related to wrongful termination of employees, the employment of each officer and employee of the Company or any of its the Subsidiaries is terminable at the will of the employerCompany or any such Subsidiary.

Employees; Employee Compensation. To the best of the Company's knowledgeknowledge of the Company and any Subsidiary, there is no strike, or labor dispute or union organization activities -12- pending or threatened between the Company or any of it and its Subsidiaries and any of their respective employees. None of To the employees best knowledge of the Company or and any Subsidiary, none of its Subsidiaries employees belongs to any union or collective bargaining unit. To the best of the Company's knowledge, knowledge of the Company and its Subsidiaries have any Subsidiary, it has complied in all material respects with all applicable state and federal equal employment opportunity and other laws related to employment. To the best knowledge of the Company's knowledgeCompany and any Subsidiary, no employee of the Company or any of its Subsidiaries Subsidiary is or will be in violation of any judgment, decree decree, or order, or any term of any employment contract, patent disclosure agreement agreement, or other contract or agreement relating to the relationship of any such employee with the Company or any of its SubsidiariesSubsidiary, or any other party party, because of the nature of the business conducted or presently proposed to be conducted by the Company or any of its Subsidiaries or to the use by the employee of his or her best efforts with respect to such business. Neither the execution nor delivery of this Agreement or the Investor Rights Agreement nor the carrying on of the business of the Company and its Subsidiaries by their employees nor the conduct of such business as proposed will, to the Company's knowledge, conflict with or result in a breach of the terms, conditions or provisions of, or constitute a default under, any contract, covenant or instrument under which any of such employees is now obligated. Neither the Company nor any of its Subsidiaries Subsidiary is a party to or bound by any currently effective employment contract, deferred compensation agreement, bonus plan, incentive plan (other than the Option Plan)plan, profit sharing plan, retirement agreement agreement, or other employee compensation agreementagreement other than with respect to agreements regarding Options, as defined in Section 2.5(iv) above, including the 1997 and 1998 Stock Option Plans (collectively with all Options, "Stock Option Plans"), and options granted thereunder. The Neither the Company nor any Subsidiary is not aware that any respective officer or key employee or consultantemployee, or that any group of key employees or consultantsemployees, of the Company or any of its Subsidiaries intends to terminate their employment or service with the Company or any of its SubsidiariesSubsidiary, nor does the Company or any of its Subsidiaries Subsidiary have a present intention to terminate the employment or service of any of the foregoing. Subject to general principles related to wrongful termination of employees, the employment of each officer and employee of the Company or any of its Subsidiaries Subsidiary is terminable at the will of the employerCompany or any Subsidiary.

Employees; Employee Compensation. To the best of the Company's knowledge, there (a) There is no strike, labor dispute or union organization activities pending or with respect to or, to the Company's knowledge, threatened between against the Company. The Company or is not a party to any collective bargaining agreements covering any of its Subsidiaries and any of their employees. None of the Company's employees of the Company or any of its Subsidiaries belongs belong to any union or collective bargaining unit. . (b) To the best of the Company's knowledge, the Company and its Subsidiaries have complied in all material respects with all applicable state and federal equal opportunity and other laws related to employment. To the best of the Company's knowledge, no employee of the Company or any of its Subsidiaries is or will be in violation of obligated under any judgment, decree or order, order or any term of any employment contract, patent disclosure agreement or other contract or agreement relating that would conflict with such employee's obligation to the relationship of any such employee with the Company or any of its Subsidiaries, or any other party because of the nature of the business conducted or presently proposed to be conducted by the Company or any of its Subsidiaries or to the use by the employee of his or her best efforts to promote the interests of the Company or that would conflict with respect to such business. Neither the Company's execution nor or delivery of this Agreement, the Management Agreement or the Investor Rights Agreement nor the carrying on of the business of the Company and its Subsidiaries by their employees nor the conduct of such business as proposed willany Ancillary Agreement, to or the Company's knowledge, conflict with businesses as currently conducted or result in a breach of the terms, conditions or provisions of, or constitute a default under, any contract, covenant or instrument under which any of such employees proposed to be conducted. The Company is now obligated. Neither the Company nor not actually aware that any of its Subsidiaries employees are in violation of any term of any employment agreement, proprietary information agreement, non-competition agreement or any other agreement relating to such employee's relationship with any previous employer. (c) Except as set forth on Schedule 2.19(c), the Company is a not party to or bound by any currently effective employment contract, deferred compensation agreement, bonus plan, incentive plan (other than the Option Plan)plan, profit sharing plan, retirement agreement or other employee compensation agreement, except the Company's Stock Option Plan, restricted stock purchase agreements and offer letters in the ordinary course of business. The Company is not aware that any officer or key employee or consultantemployee, or that any group of key employees or consultantsemployees, of the Company or any of its Subsidiaries intends to terminate his, her or their employment or service with the Company or any of its SubsidiariesCompany, nor does the Company or any of its Subsidiaries have a present intention to terminate the employment or service of any of the foregoing. Subject The Company does not believe it is or will be necessary to general principles related to wrongful termination use any inventions of employees, the employment of each employee of the Company or any of its Subsidiaries is terminable at employees (or people it currently intends to hire) made before their employment by the will of the employerCompany.

Employees; Employee Compensation. To the best of the Company's knowledge, there is no strike, labor dispute or union organization activities pending or threatened between the Company it and its employees or between any of Subsidiary and its Subsidiaries and any of their employees. None of the employees of the Company or any of its Subsidiaries belongs to any union or collective bargaining unit. To the best of the Company's their knowledge, the Company and its Subsidiaries have complied in all material respects with all applicable federal and state and federal equal opportunity and other laws related to employment. To the best of the Company's knowledge, no employee of the Company or any of its Subsidiaries Subsidiary is or will be in violation of any judgment, decree or order, order or any term of any employment contract, patent disclosure agreement or other contract or agreement relating to the relationship of any such employee with the Company or any of its Subsidiaries, such Subsidiary or any other party because of the nature of the business conducted or presently proposed to be conducted by the Company or any of its Subsidiaries suc h Subsidiary or to the use by the employee of his or her such employee's best efforts with respect to such business. Neither the execution nor delivery of this Agreement or the Investor Rights Agreement nor the carrying on of the business of the Company and its Subsidiaries by their employees nor the conduct of such business Except as proposed willdisclosed in Schedule 6.25, to the Company's knowledge, conflict with or result in a breach of the terms, conditions or provisions of, or constitute a default under, any contract, covenant or instrument under which any of such employees is now obligated. Neither neither the Company nor any of its Subsidiaries Subsidiary is a party to or bound by any currently effective employment contract, deferred compensation agreement, bonus plan, incentive plan (other than the Option Plan)plan, profit sharing plan, retirement agreement or other employee compensation agreement. The Except as disclosed in Schedule 6.25, the Company is not aware that any officer or key employee or consultantemployee, or that any group of key employees or consultantsemployees, of the Company or any of its Subsidiaries intends to terminate its or their employment or service with the Company or any of its Subsidiaries, nor does Subsidiary and neither the Company or nor any of its Subsidiaries have Subsidiary has a present intention to terminate the employment or service of any of the foregoing. Subject to general principles related to wrongful termination of employees, the employment of each officer and employee of the Company or any of and its Subsidiaries is terminable at the will of the employerCompany and its Subsidiaries.