Common use of Employees; Employment Matters Clause in Contracts

Employees; Employment Matters. (a) The Company has previously provided the following information to Purchaser which it represents is current and correct in all material respects as of the Execution Date: (i) (A) the name, job title, original hire date, service date, bonus, if any, paid for fiscal period ending April 1, 2007, accrued and unused vacation as of April 1, 2007, and current annual salary (or rate of pay) of each of such entity’s employees, and (B) other compensation (including, without limitation, normal bonus, profit-sharing, pension benefits and other compensation) now payable to each of the Company’s employees; (ii) any increase to become effective after the date of this Agreement in the total compensation or rate of total compensation (including, without limitation, normal bonus, profit-sharing, pension benefits and other compensation) payable to each such person; and (iii) all presently outstanding loans and advances (other than routine travel advances to be repaid or formally accounted for within 60 days) made by the Company to, or made to the Company by, any director, officer or employee of the Company. (b) Except as set forth on Schedule 3.19(b), (i) the terms of employment of all employees of the Company are such that their employment may be terminated at will with notice given at any time and (ii) there are no severance payments which are payable by the Company to any such person under the terms of any Contract. Schedule 3.19(b) lists all of the employees who are currently on leave relating to work-related injuries and/or receiving disability benefits under any Benefit Plan. (c) The Company is not a party to any collective bargaining agreement or labor union contract. As of the Execution Date, with respect to the Company, there is no pending or, to the Knowledge of the Company, threatened (i) union organizational activity or (ii) application for certification of a collective bargaining agent. (d) All persons classified by the Company as independent contractors satisfy the requirements of applicable Legal Requirements to be so classified, and the Company has fully and accurately reported its compensation on IRS Forms 1099 when required to do so. No individual who has performed services for or on behalf of the Company and who has been treated by the Company as an independent contractor is classifiable as a “leased employee” within the meaning of Section 414(n)(2) of the Code with respect to the Company.

Employees; Employment Matters. (a) The Company has previously provided the following information to Purchaser which it represents is current and correct in all material respects as of the Execution Date: (i) (A) No employee or group of employees has informed the namePMG Companies, job titleany of its Subsidiaries, original hire date, service date, bonus, if any, paid for fiscal period ending April 1, 2007, accrued and unused vacation as of April 1, 2007, and current annual salary (or rate of pay) of each of such entity’s employees, and (B) other compensation (including, without limitation, normal bonus, profit-sharing, pension benefits and other compensation) now payable to each any officer or director of the Company’s employees; (ii) PMG Companies or any increase of its Subsidiaries of any plans to become effective after terminate his, her or their employment with the date PMG Companies or any of this Agreement in the total compensation its Subsidiaries generally or rate of total compensation (including, without limitation, normal bonus, profit-sharing, pension benefits and other compensation) payable to each such person; and (iii) all presently outstanding loans and advances (other than routine travel advances to be repaid or formally accounted for within 60 days) made by the Company to, or made to the Company by, any director, officer or employee as a result of the Company. (b) transactions contemplated hereby or otherwise. Except as set forth on Schedule 3.19(b3.2(p)(i), (i) neither the terms PMG Companies nor any of employment its Subsidiaries is party to or bound by any collective bargaining agreement, labor contract, or other oral or written agreement or understanding with a labor organization or labor union, and the PMG Companies has not experienced or been threatened with any strikes, slow downs, grievances, other collective bargaining disputes. To the Knowledge PMG there are no organizational efforts presently being made or threatened by or on behalf of all any labor union with respect to employees of the Company are such that their employment may be terminated at will with notice given at any time and PMG Companies. (ii) there are no severance payments which are payable Schedule 3.2(p)(ii) sets forth the following: a true, complete and accurate list of each employee, independent contractor or consultant of the PMG Companies and each of its Subsidiaries, his or her date(s) of hire or engagement by the Company PMG Companies or such Subsidiary, position and title (if any), current rate of compensation (including bonuses, commissions and incentive compensation, if any), and in the case of an employee, whether such employee is hourly or salaried, whether such employee is full-time or part-time, whether such employee is exempt or non-exempt, whether such employee has any work restrictions or need for accommodations, the number of such employee’s accrued sick days and vacation days, whether such employee is absent from active employment and, if so, the date such employee became inactive, the reason for such inactive status and, if applicable, the anticipated date of return to active employment. Except as disclosed on Schedule 3.2(p)(ii), neither the PMG Companies nor any of its Subsidiaries has any unsatisfied Liability to any such person under previously terminated employee or independent contractor. The PMG Companies and each of its Subsidiaries have disclosed to the terms of any Contract. Schedule 3.19(b) lists Buyer all of their written employee handbooks, policies, programs and arrangements, and have provided the Buyer with a written summary of all of their oral employee handbooks, policies, programs and arrangements. All of the PMG Companies’ employees who that are currently paid on leave relating to work-related injuries and/or receiving disability benefits under any Benefit Plana commission basis have entered into written employment agreements with the PMG Companies, valid as of the date of the date of this Agreement. (ciii) The Company is not a party Except as disclosed on Schedule 3.2(p)(iii), all Persons employed by the PMG Companies or any of its Subsidiaries are employees at will or otherwise employed such that the PMG Companies or such Subsidiary may lawfully terminate their employment at any time, with or without cause, without creating any cause of action against the PMG Companies or its Subsidiaries, or otherwise giving rise to any collective bargaining agreement or labor union contract. As Liability of the Execution DatePMG Companies or its Subsidiaries, including but not limited to any Liability for wrongful discharge, breach of contract, or tort. (iv) No Claim has been filed with respect any Governmental Authority alleging that the PMG Companies or any of its Subsidiaries has violated any Law related to the Companyemployment or termination of employment, there is no pending oremployment practices, terms and conditions of employment, compensation, labor or employee relations, equal employment opportunity, and fair employment practices, whistle-blowing, retaliation, or employee safety or health (“Employment Laws”) nor, to the Knowledge of the CompanyPMG, threatened (i) union organizational activity is any now threatened, and the to the Knowledge of PMG there is no basis for any such Claim. Neither the PMG Companies nor any of its Subsidiaries has received any written notice that any Governmental Authority responsible for the enforcement of any Employment Law sought or (ii) application for certification intended to conduct any inspection, investigation, audit, or compliance review pertaining to any employees of a the PMG Companies or any of its Subsidiaries. The PMG Companies and its Subsidiaries has complied in all material respects with all applicable Employment Laws, including but not limited to any provisions thereof relating to wages, hours, immigration, termination pay, vacation pay, fringe benefits, pension plans, collective bargaining agentand the Plans and the payment and/or accrual of the same and all Taxes, insurance and all other costs and expenses applicable thereto, and the PMG Companies and its Subsidiaries are not liable for any arrearage, Taxes, costs, damages, judgments, charges, unpaid wages, compensation or other penalties for failure to comply with any of the foregoing. Without limiting the generality of the foregoing, the PMG Companies have not 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 relating to benefits continuation exists or will exist with respect to any employees of the PMG Companies or any of its Subsidiaries prior to and including the Effective Time, nor will any such violation occur as a result of the transactions contemplated hereby. The PMG Companies and its Subsidiaries have not previously incurred Liability, penalty or other charge under the Workers Adjustment Retraining and Notification Act, 29 U.S.C. § 2101 et seq., or any comparable state or local Law. (dv) All persons classified by the Company as independent contractors satisfy the requirements of applicable Legal Requirements to be so classified, and the Company has fully and accurately reported its compensation on IRS Forms 1099 when required to do so. No individual who has performed services for or on behalf Schedule 3.2(p)(v) contains a description of the facts on which such PMG Company and who has been treated by the Company based its classification of each Person listed as an independent contractor is classifiable on Schedule 3.2(p)(ii). Except as a “leased employee” within set forth in Schedule 3.2(p)(v), neither the meaning execution of Section 414(n)(2) this Agreement nor the consummation of the Code transactions contemplated hereby shall cause any PMG Company to be in breach of any agreement with respect any employee, contractor or consultant or cause such PMG Company to the be liable to pay any severance or other amount to any employee, contractor or consultant of such PMG Company.

Employees; Employment Matters. (a) The Company has previously provided the following information to Purchaser which it represents is current and correct in all material respects as Schedule 5.13(a) identifies for each of the Execution DateCompany and the Subsidiaries the following: (i) (A) the name, job title, original hire date, service date, bonus, if any, paid for fiscal period ending April 1December 31, 20072005, accrued and unused vacation as of April 1, 2007the Execution Date, and current annual salary (or rate of pay) of each of such entity’s 's employees, other than the DOD & IT Employees, and (B) other compensation (including, without limitation, normal bonus, profit-sharing, pension benefits and other compensation) now payable to each of such entity's employees, other than the Company’s employeesDOD & IT Employees; (ii) any increase to become effective after the date of this Agreement in the total compensation or rate of total compensation (including, without limitation, normal bonus, profit-sharing, pension benefits and other compensation) payable to each such person; and (iii) all presently outstanding loans and advances (other than routine travel advances to be repaid or formally accounted for within 60 days) made by the Company or any Subsidiary to, or made to the Company or any Subsidiary by, any director, officer or employee of the CompanyCompany or any Subsidiary. (b) Except as set forth on Schedule 3.19(b5.13(b), (i) the terms of employment of all employees of the Company and the Subsidiaries are such that their employment may be terminated at will with notice given at any time and (ii) there are no severance payments which are payable by the Company to any such person under the terms of any Contract. Schedule 3.19(b5.13(b) lists all of the employees who are currently on leave relating to work-related injuries and/or receiving disability benefits under any Benefit Plan. (c) The Company is not a party to any collective bargaining agreement or labor union contract. As of the Execution Date, with respect to the Company, there is no pending or, to the Knowledge of the Company, threatened (i) union organizational activity or (ii) application for certification of a collective bargaining agent. (d) All persons classified by the Company as independent contractors satisfy the requirements of applicable Legal Requirements to be so classified, and the Company has fully and accurately reported its compensation on IRS Forms 1099 when required to do so. No individual who has performed services for or on behalf of the Company and who has been treated by the Company as an independent contractor is classifiable as a “"leased employee” " within the meaning of Section 414(n)(2) of the Code with respect to the Company.

Employees; Employment Matters. (a) Section 3.25(a) of the Company Disclosure Schedule lists the names and titles of, and current annual compensation and most recent annual bonus for, each current employee of the Company, together with a description of any agreements concerning such employees and the individual's employee status (e.g., full-time, part-time, temporary, active, leave of absence, hourly, salaried). (b) There are no personnel policies applicable to the employees of the Company, other than employee manuals, true and complete copies of which have previously been provided to Buyer. (c) Section 3.25(c) of the Company Disclosure Schedule lists all outstanding options to acquire Company Common Stock, showing for each such option: (i) the name of the optionee, (ii) the number of shares issuable, (iii) the number of vested shares, (iv) the date of expiration, (v) the exercise price, and (vi) whether or not such option is intended to be an "incentive stock option" under Section 422 of the Code. The Company has previously provided delivered to Buyer true and complete copies of each agreement evidencing the following information grant of each such option. (d) Section 3.25(d) of the Company Disclosure Schedule lists all shares of Company Common Stock issued pursuant to Purchaser which it represents is any restricted stock agreement (written or unwritten) including (i) the date such shares were sold or awarded, (ii) the purchase price per share, if any, (iii) the number of shares issued, (iv) the number of such shares which, as of the date of the Existing Merger Agreement, have vested, and (v) the vesting schedule for such shares which, as of the date of the Existing Merger Agreement, have not vested. On or before the date of the Existing Merger Agreement, the Company delivered to Buyer true and complete copies of each such restricted stock agreement. (e) Except as set forth in Section 3.25(e) of the Company Disclosure Schedule, with respect to current and correct former employees and service providers of the Company (each an "Employee"): (i) The Company is and has been in compliance in all material respects as with all applicable laws respecting employment and employment practices, terms and conditions of the Execution Date: (i) (A) the nameemployment and wages and hours, job titleincluding any laws respecting minimum wage and overtime payments, original hire dateemployment discrimination, service dateworkers' compensation, bonusfamily and medical leave, if any, paid for fiscal period ending April 1, 2007, accrued and unused vacation as of April 1, 2007immigration, and current annual salary (or rate of pay) of each of such entity’s employeesoccupational safety and health requirements, and (B) other compensation (including, without limitation, normal bonus, profit-sharing, pension benefits has not and other compensation) now payable to each of the Company’s employeesis not engaged in any unfair labor practice; (ii) there is no basis for any increase claim by any Employee that such Employee was subject to become effective after the date of this Agreement in the total compensation a wrongful discharge or rate of total compensation (including, without limitation, normal bonus, profit-sharing, pension benefits and other compensation) payable to each such person; and (iii) all presently outstanding loans and advances (other than routine travel advances to be repaid or formally accounted for within 60 days) made any employment discrimination by the Company to, or made to the Company by, any director, officer or employee of the Company. (b) Except as set forth on Schedule 3.19(b), (i) the terms of employment of all employees of the Company are such that their employment may be terminated at will with notice given at any time and (ii) there are no severance payments which are payable by the Company to any such person under the terms of any Contract. Schedule 3.19(b) lists all of the employees who are currently on leave relating to work-related injuries and/or receiving disability benefits under any Benefit Plan. (c) The Company is not a party to any collective bargaining agreement or labor union contract. As of the Execution Date, with respect to the Company, there is no pending oror their respective management, arising out of or relating to the Knowledge of the Companysuch Employee's race, threatened (i) union organizational activity sex, age, religion, national origin, ethnicity, handicap or (ii) application for certification of a collective bargaining agent. (d) All persons classified by the Company as independent contractors satisfy the requirements of any other protected characteristic under applicable Legal Requirements to be so classified, and the Company has fully and accurately reported its compensation on IRS Forms 1099 when required to do so. No individual who has performed services for or on behalf of the Company and who has been treated by the Company as an independent contractor is classifiable as a “leased employee” within the meaning of Section 414(n)(2) of the Code with respect to the Company.laws;