Common use of Employees; Employment Matters Clause in Contracts

Employees; Employment Matters. (i) No key independent contractor, or group (three or more employees acting together) of employees or independent contractors has informed either of the Stockholders that he or she intends to terminate his or her employment with the Company generally or as a result of the transactions contemplated hereby or otherwise. The Company is not a party to or bound by any collective bargaining agreement, and the Company has not experienced any strikes, grievances, other collective bargaining disputes or claims of unfair labor practices. Neither the Company nor the Stockholders have any Knowledge of any organizational effort presently being made or threatened by or on behalf of any labor union with respect to employees of the Company. (ii) Section 3.2(o) of the Company Disclosure Schedule contains a true, correct and complete list setting forth the names and current salaries or rates of compensation of all employees of the Company and independent contractors who render services to the Company on more than a single occasion. (iii) To the Company's and the Stockholders' knowledge, all Persons employed by the Company are employees at will or otherwise employed such that the Company may lawfully terminate their employment at any time with or without cause. Section 3.2(o) of the Company Disclosure contains a list of each employment agreement and at-will agreement executed by the current employees of the Company and each agreement between the Company and each independent contractor with whom the Company is currently doing business. The Company has furnished Superior with true and correct copies of each such agreement. Except as disclosed on Section 3.2(o) of the Company Disclosure Schedule, the Company has no unsatisfied Liability to any previously terminated employee or independent contractor. Except as expressly provided to the Contrary in written independent contractor agreements, all employees and independent contractors of the Company are subject to a noncompete/nonsolicitation covenant in favor of the Company. A true and correct copy of the form of noncompete/nonsolicitation agreement currently in force with each of the Company's employees and any material variances therefrom have been delivered to Superior. The Company has disclosed all written (and summarized all oral) employee handbooks, policies, programs and arrangements to Superior. (iv) The Company has materially complied with all applicable laws relating to labor, including, without limitation, any provisions thereof relating to wages, termination pay, vacation pay, fringe benefits, collective bargaining and the payment and/or accrual of the same and all Taxes, insurance and all other costs and expenses applicable thereto, and the Company is not liable for any arrearage, or any Taxes, costs or penalties for failure to comply with any of the foregoing. Persons whom the Company currently retains as a consultant or previously retained as a consultant qualify, or at all times while performing services for the Company qualified, as an independent contractor and not as an employee of the Company, under the Code and all applicable state laws. Neither the execution of this Agreement nor the consummation of the transactions contemplated hereby shall cause the Company to be in breach of any agreement with any employee, contractor or consultant or cause the Company to be liable to pay any severance or other amount to any employee, contractor or consultant of the Company.

Employees; Employment Matters. (i) No key independent contractorExcept as set forth in Section 3.1(p) of the Disclosure Schedule, to the Knowledge of the Company, no employee or group (three or more employees acting together) of employees or independent contractors has informed either of the Stockholders Company or any of its Subsidiaries who have in the last twelve months generated more than $500,000 in revenues of the Company and its Subsidiaries has notified the Company that he or she intends they intend to terminate his or her their employment with the Company or any of its Subsidiaries generally or as a result of the transactions contemplated hereby or otherwise. The Neither the Company nor any of its Subsidiaries is not a party to or bound by any collective bargaining agreement, and neither the Company nor any of its Subsidiaries has not experienced any strikes, grievances, other collective bargaining disputes or or, to the Knowledge of the Company, claims of unfair labor practices. Neither the The Company nor the Stockholders have any has no Knowledge of any organizational effort presently being made or threatened by or on behalf of any labor union with respect to employees of the CompanyCompany or any of its Subsidiaries. (ii) Section 3.2(o3.1(p) of the Company Disclosure Schedule contains a true, correct and complete list setting forth the names and current salaries or rates of compensation of all employees of the Company and each of the Subsidiaries with an annual base salary of at least $50,000 and independent contractors who render services to the Company or any of its Subsidiaries on more than a single occasion. (iii) To the Company's and the Stockholders' knowledge, all Persons employed by the Company occasion who are employees expected to be paid at will or otherwise employed such that the Company may lawfully terminate their employment at any time with or without cause. Section 3.2(o) of the Company Disclosure contains a list of each employment agreement and at-will agreement executed by the current employees of the Company and each agreement between the Company and each independent contractor with whom the Company is currently doing business. The Company has furnished Superior with true and correct copies of each such agreementleast $50,000 in 1999. Except as disclosed on Section 3.2(o3.1(p) of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries has no any unsatisfied Liability to any previously terminated employee or independent contractor. Except as expressly provided to the Contrary in written independent contractor agreements, all employees and independent contractors of the Company are subject to a noncompete/nonsolicitation covenant in favor of the Company. A true and correct copy of the form of noncompete/nonsolicitation agreement currently in force with each of the Company's employees and any material variances therefrom have been delivered to Superior. The Company has disclosed made available all written (and summarized all oral) employee handbooks, policies, programs and arrangements to SuperiorXxxxxxx. (iii) Except as set forth in Section 3.1(p) of the Disclosure Schedule, all Persons employed by the Company and each of its Subsidiaries are employees at will. Except as set forth in Section 3.1(p) of the Disclosure Schedule, none of the employees of the Company or any of its Subsidiaries are subject to noncompete/nonsolicitation covenants in favor of the Company. (iv) The Company and each of its Subsidiaries has materially complied with all applicable laws relating to labor, including, without limitation, any provisions thereof relating to wages, termination pay, vacation pay, fringe benefits, collective bargaining and the payment and/or accrual of the same and all Taxes, insurance and all other costs and expenses applicable thereto, and neither the Company nor any of its Subsidiaries is not liable for any material arrearage, or any Taxes, costs or penalties for failure to comply with any of the foregoing. Persons Without limiting the generality of the foregoing, neither the Company nor any of its Subsidiaries has in any material respect violated any of the health care continuation provisions of Part 6 of Subtitle B of Title I of ERISA ("COBRA") or other applicable state insurance continuation law. No material COBRA or other state insurance continuation law violation exists or will exist with respect to any employees of the Company or any of its Subsidiaries prior to the Merger Date. (v) Each Person whom the Company or any of its Subsidiaries currently retains as a consultant an independent contractor or previously retained as a consultant qualifyan independent contractor qualifies, or at all times while performing services for the Company or any of its Subsidiaries qualified, as an independent contractor and not as an employee of the CompanyCompany or any of its Subsidiaries, under the Code and all applicable state laws. Neither the execution of this Agreement nor the consummation of the transactions contemplated hereby Acquisition shall cause the Company or any of its Subsidiaries to be in breach of any agreement with any employee, contractor or consultant or cause the Company or any of its Subsidiaries to be liable to pay any severance or other amount to any employeeof its employees, contractor contractors or consultant of the Companyconsultants.

Employees; Employment Matters. (i) No key independent contractorExcept as set forth in Section 3.1(p) of the Disclosure Schedule, to the Knowledge of the Company, no employee or group (three or more employees acting together) of employees or independent contractors has informed either of the Stockholders Company or any of its Subsidiaries who have in the last twelve months generated more than $500,000 in revenues of the Company and its Subsidiaries has notified the Company that he or she intends they intend to terminate his or her their employment with the Company or any of its Subsidiaries generally or as a result of the transactions contemplated hereby or otherwise. The Neither the Company nor any of its Subsidiaries is not a party to or bound by any collective bargaining agreement, and neither the Company nor any of its Subsidiaries has not experienced any strikes, grievances, other collective bargaining disputes or or, to the Knowledge of the Company, claims of unfair labor practices. Neither the The Company nor the Stockholders have any has no Knowledge of any organizational effort presently being made or threatened by or on behalf of any labor union with respect to employees of the CompanyCompany or any of its Subsidiaries. (ii) Section 3.2(o3.1(p) of the Company Disclosure Schedule contains a true, correct and complete list setting forth the names and current salaries or rates of compensation of all employees of the Company and each of the Subsidiaries with an annual base salary of at least $50,000 and independent contractors who render services to the Company or any of its Subsidiaries on more than a single occasion. (iii) To the Company's and the Stockholders' knowledge, all Persons employed by the Company occasion who are employees expected to be paid at will or otherwise employed such that the Company may lawfully terminate their employment at any time with or without cause. Section 3.2(o) of the Company Disclosure contains a list of each employment agreement and at-will agreement executed by the current employees of the Company and each agreement between the Company and each independent contractor with whom the Company is currently doing business. The Company has furnished Superior with true and correct copies of each such agreementleast $50,000 in 1998. Except as disclosed on Section 3.2(o3.1(p) of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries has no any unsatisfied Liability to any previously terminated employee or independent contractor. Except as expressly provided to the Contrary in written independent contractor agreements, all employees and independent contractors of the Company are subject to a noncompete/nonsolicitation covenant in favor of the Company. A true and correct copy of the form of noncompete/nonsolicitation agreement currently in force with each of the Company's employees and any material variances therefrom have been delivered to Superior. The Company has disclosed made available all written (and summarized all oral) employee handbooks, policies, programs and arrangements to SuperiorXxxxxxx. (iii) Except as set forth in Section 3.1(p) of the Disclosure Schedule, all Persons employed by the Company and each of its Subsidiaries are employees at will. Except as set forth in Section 3.1(p) of the Disclosure Schedule, none of the employees of the Company or any of its Subsidiaries are subject to noncompete/nonsolicitation covenants in favor of the Company. (iv) The Company and each of its Subsidiaries has materially complied with all applicable laws relating to labor, including, without limitation, any provisions thereof relating to wages, termination pay, vacation pay, fringe benefits, collective bargaining and the payment and/or accrual of the same and all Taxes, insurance and all other costs and expenses applicable thereto, and neither the Company nor any of its Subsidiaries is not liable for any material arrearage, or any Taxes, costs or penalties for failure to comply with any of the foregoing. Persons Without limiting the generality of the foregoing, neither the Company nor any of its Subsidiaries has incurred a violation of Part 6 of Subtitle B of Title I of ERISA ("COBRA") or other applicable state insurance continuation law. No material COBRA or other state insurance continuation law violation exists or will exist with respect to any employees of the Company or any of its Subsidiaries prior to the Merger Date. (v) To the Knowledge of the Company, each Person whom the Company or any of its Subsidiaries currently retains as a consultant an independent contractor or previously retained as a consultant qualifyan independent contractor qualifies, or at all times while performing services for the Company or any of its Subsidiaries qualified, as an independent contractor and not as an employee of the CompanyCompany or any of its Subsidiaries, under the Code and all applicable state laws. Neither the execution of this Agreement nor the consummation of the transactions contemplated hereby Acquisition shall cause the Company or any of its Subsidiaries to be in breach of any agreement with any employee, contractor or consultant or cause the Company or any of its Subsidiaries to be liable to pay any severance or other amount to any employeeof its employees, contractor contractors or consultant of the Companyconsultants.

Employees; Employment Matters. (i) No key independent contractor, employee or group (three or more employees acting together) of employees or independent contractors (including, without limitation, any branch manager) has informed either the Company or any of the Stockholders that he or she intends Principal Shareholders of any plans to terminate his or her their employment with the Company generally or as a result of the transactions contemplated hereby or otherwise. The Company is not a party to or bound by any collective bargaining agreement, and the Company has not experienced any strikes, grievances, other collective bargaining disputes or, to the Knowledge of any of the Principal Shareholders or the Company, claims of unfair labor practices. Neither the Company nor any of the Stockholders have Principal Shareholders has any Knowledge of any organizational effort presently being made or threatened by or on behalf of any labor union with respect to employees of the Company. (ii) Section 3.2(o3.2(p) of the Company COMSUL Disclosure Schedule contains a true, correct and complete list setting forth the names and current salaries or rates of compensation and current bonus plans and bonus compensation structure of all current employees of the Company and current independent contractors who render services to the Company on more than a single occasion. (iii) To the Company's and the Stockholders' knowledge, all Persons employed by the Company are employees at will or otherwise employed such that the Company may lawfully terminate their employment at any time with or without cause. Section 3.2(o) of the Company Disclosure contains a list of each employment agreement and at-will agreement executed by the current employees of the Company and each agreement between the Company and each independent contractor with whom the Company is currently doing business. The Company has furnished Superior with true and correct copies of each such agreement. Except as disclosed on Section 3.2(o3.2(p) of the Company COMSUL Disclosure Schedule, the Company has no unsatisfied Liability to any previously terminated employee or independent contractor. Except as expressly provided to the Contrary in written independent contractor agreements, all employees and independent contractors of the Company are subject to a noncompete/nonsolicitation covenant in favor of the Company. A true and correct copy of the form of noncompete/nonsolicitation agreement currently in force with each of the Company's employees and any material variances therefrom have been delivered to Superior. The Company has disclosed all written (and summarized all oral) employee handbooks, policies, programs and arrangements to Superior. (iii) All employees of the Company are employed on an at will basis. (iv) The Except as disclosed in Section 3.2(p)(iv) of the COMSUL Disclosure Schedule, the Company has materially complied in all material respects with all applicable laws relating to labor, including, without limitation, any provisions thereof relating to wages, termination pay, vacation pay, fringe benefits, collective bargaining and the payment and/or accrual of the same and all Taxes, insurance and all other costs and expenses applicable thereto, and the Company is not liable for any arrearage, or any Taxes, costs or penalties for failure to comply with any of the foregoing. Persons same. (v) Each Person whom the Company currently retains as a consultant or previously has retained as a consultant qualify, or at all times while performing services for an independent contractor during the Company qualifiedpast five years qualifies, as an independent contractor and not as an employee of the Company, under the Code and all applicable state laws. Neither the execution of this Agreement nor the consummation of the transactions contemplated hereby shall cause the Company to be in breach of any agreement with any employee, contractor or consultant or cause the Company to be liable to pay any severance or other amount to any employee, contractor or consultant of the Company.