Common use of Employees; Salaries; Personnel Agreements, Plans and Arrangements Clause in Contracts

Employees; Salaries; Personnel Agreements, Plans and Arrangements. (a) Schedule 5.21(a) of the Disclosure Schedule contains a true, complete and correct list as of the date hereof setting forth (i) the names, hire dates, current compensation rates and job titles of all individuals presently employed by the Company or any Subsidiary thereof on a salaried basis, (ii) the names, hire dates, current compensation rates and job titles of all individuals presently employed by the Company or any Subsidiary thereof on an hourly or piecework basis, and (iii) the names and total annual compensation for all independent contractors who render material services on a regular basis to the Company or any Subsidiary thereof. Except as set forth in Schedule 5.21(a) of the Disclosure Schedule, no person listed thereon has received any bonus or increase in compensation since the Latest Balance Sheet Date, and there has been no “general increase” in the compensation or rate of compensation payable to any employees of the Company or any Subsidiary thereof since the Latest Balance Sheet Date, nor since that date has there been any promise to the employees listed on Schedule 5.21(a) orally or in writing of any bonus or increase in compensation, whether or not legally binding, except for increases in the ordinary course of business consistent with the past compensation practices of the Company, and obligations incurred under existing Employee Benefit Plans or existing collective bargaining agreements of the Company. Earnshaw has no knowledge that any employee of the Company or its Subsidiaries as of the date hereof will or may cease to be an employee because of the consummation of the transactions contemplated by this Agreement. (b) Except as listed in Schedule 5.21(b) of the Disclosure Schedule, neither the Company nor any Subsidiary thereof is a party to or obligated with respect to any (a) outstanding material contracts with current or former employees, agents, consultants, advisers, salesmen, sales representatives, distributors, sales agents, independent contractors, or dealers, or (b) collective bargaining agreements or contracts with any labor union or other representative of employees or any employee benefits provided for by any such agreement. Correct and complete copies of all such documents previously have been furnished to the Purchaser. Except as set forth in Schedule 5.21(b) of the Disclosure Schedule, no strike, picketing, work stoppage, work slow down, union organizational activity, notice to bargain, allegation, charge or complaint of unfair labor practice, employment discrimination or sexual harassment or other similar occurrence has occurred within the past five (5) years or is pending or, to the knowledge of Earnshaw, threatened, nor does Earnshaw have knowledge of any reasonable basis for any such allegation, charge, or complaint. Each of the Company and any Subsidiary thereof has complied with all applicable Laws relating to the employment of labor, including provisions thereof relating to immigration status, wages, hours, equal opportunity, collective bargaining and the payment of social security and other taxes relating to the Company or any Subsidiary thereof. Except as set forth on Schedule 5.21(b) of the Disclosure Schedule, there are no administrative charges or court complaints pending or, to the knowledge of Earnshaw, threatened in connection with the Company or any Subsidiary thereof before the U.S. Equal Employment Opportunity Commission or any state or federal court or agency concerning alleged employment discrimination or any other matters relating to the employment of labor. (c) Schedule 5.21(c) of the Disclosure Schedule contains a true, complete and correct list of all employee and other fringe benefits and other compensation provided by the Company or any Subsidiary thereof to the officers and directors of the Company or any Subsidiary thereof, other than employee and other fringe benefits provided to all employees of the Company and any Subsidiary thereof.

Employees; Salaries; Personnel Agreements, Plans and Arrangements. (a) Schedule 5.21(a5.19(a) of the Disclosure Schedule contains a true, complete and correct list as of the date hereof setting forth (i) the names, hire dates, current compensation rates and job titles of all individuals presently employed by the each Company or any Subsidiary thereof on a salaried basis, (ii) the names, hire dates, current compensation rates and job titles of all individuals presently employed by the each Company or any Subsidiary thereof on an hourly or piecework basis, and (iii) the names and total annual compensation for all independent contractors who render material services on a regular basis to the each Company or any Subsidiary thereofthereof whose current annual compensation is in excess of $75,000, and (iv) all other Persons whose employment or independent contractor relationship with any Company or any Subsidiary thereof has been terminated since December 31, 2009. Except as set forth in Schedule 5.21(a) of the Disclosure Schedule5.19(a), no person listed thereon has received any bonus or increase in compensation since the Latest Balance Sheet DateDecember 31, 2012 and there has been no “general increase” in the compensation or rate of compensation payable to any employees of the any Company or any Subsidiary thereof since the Latest Balance Sheet DateDecember 31, 2012, nor since that date has there been any promise to the employees listed on Schedule 5.21(a5.19(a) orally or in writing of any bonus or increase in compensation, whether or not legally binding, except for increases in the ordinary course of business consistent with the past compensation practices of the any Company, and obligations incurred under existing Employee Benefit Plans or existing collective bargaining agreements of the any Company. Earnshaw has no knowledge that any employee of the Company or its Subsidiaries as of the date hereof will or may cease to be an employee because of the consummation of the transactions contemplated by this Agreement. (b) Except as listed in Schedule 5.21(b) of the Disclosure Schedule5.19(b), neither the no Company nor any Subsidiary thereof is a party to or obligated with respect to any (a) outstanding material contracts regarding compensation or benefits with current or former employees, agents, consultants, advisers, salesmen, sales representatives, distributors, sales agents, independent contractors, or dealers, or (b) collective bargaining agreements or contracts with any labor union or other representative of employees or any employee benefits provided for by any such agreement. Correct and complete copies of all such documents previously have been furnished to the Purchaser. Except as set forth in Schedule 5.21(b) of the Disclosure Schedule, no strike, picketing, work stoppage, work slow down, union organizational activity, notice to bargain, allegation, charge or complaint of unfair labor practice, employment discrimination or sexual harassment or other similar occurrence has occurred within the past five (5) years or is pending or, to the knowledge of Earnshaw, threatened, nor does Earnshaw have knowledge of any reasonable basis for any such allegation, charge, or complaint. Each of the Company and any Subsidiary thereof has complied in all respects with all applicable Laws relating to the employment of labor, including provisions thereof relating to immigration status, wages, hours, equal opportunity, collective bargaining and the payment of social security and other taxes relating to the each Company or any Subsidiary thereof. Except as set forth on Schedule 5.21(b) of the Disclosure Schedule, there are no administrative charges or court complaints pending or, to the knowledge of Earnshaw, threatened in connection with the Company or any Subsidiary thereof before the U.S. Equal Employment Opportunity Commission or any state or federal court or agency concerning alleged employment discrimination or any other matters relating to the employment of labor. (c) Schedule 5.21(c) of the Disclosure Schedule contains a true, complete and correct list of all employee and other fringe benefits and other compensation provided by the Company or any Subsidiary thereof to the officers and directors of the Company or any Subsidiary thereof, other than employee and other fringe benefits provided to all employees of the Company and any Subsidiary thereof.

Employees; Salaries; Personnel Agreements, Plans and Arrangements. (a) Schedule 5.21(a) To the Knowledge of Seller all information previously requested by Purchaser as respects the Disclosure Schedule contains a trueemployees, complete and correct list as of the date hereof setting forth including (i) the names, hire dates, current compensation rates and job titles of all individuals presently employed by the either Company or any Subsidiary thereof on a salaried basis, (ii) the names, hire dates, current compensation rates and job titles of all individuals presently employed by the either Company or any Subsidiary thereof on an hourly or piecework basis, and (iii) the names and total annual compensation for all independent contractors who render material services on a regular basis to the either Company or any Subsidiary thereofthereof whose current annual compensation is in excess of $75,000, and (iv) all other Persons whose employment or independent contractor relationship with either Company or any Subsidiary thereof has been terminated since May 27, 2011 has been made available to Purchaser and is true and correct. Except as set forth in Schedule 5.21(a) of Since the Disclosure ScheduleBalance Sheet Date, excepting severance payments, no person listed thereon employee has received any material bonus or increase in compensation since the Latest Balance Sheet Date, and there has been no “general increase” in the compensation or rate of compensation payable to any employees of the either Company or any Subsidiary thereof since the Latest Balance Sheet Date, nor since that date has there been any promise to the employees listed on Schedule 5.21(a) orally or in writing of any bonus or increase in compensation, whether or not legally bindingthereof, except for increases in the ordinary course of business consistent with the past compensation practices of the either Company, and obligations incurred under existing Employee Benefit Plans or existing collective bargaining agreements of the either Company. Earnshaw has no knowledge that any employee of the Company or its Subsidiaries as of the date hereof will or may cease to be an employee because of the consummation of the transactions contemplated by this Agreement. (b) Except as listed in Schedule 5.21(b) of the Disclosure Schedule, neither Neither the Company nor any Subsidiary thereof is a party to or obligated with respect to any (a) outstanding material contracts with current or former employees, agents, consultants, advisers, salesmen, sales representatives, distributors, sales agents, independent contractors, or dealers, or (b) collective bargaining agreements or contracts with any labor union or other representative of employees or any employee benefits provided for by any such agreement. Correct , and complete copies of all such documents previously have been furnished to the Purchaser. Except except as set forth in on Schedule 5.21(b) of the Disclosure Schedule5.11 or Schedule 5.20(b), no strike, picketing, work stoppage, work slow slow-down, union organizational activity, written notice to bargain, allegation, charge or complaint of unfair labor practice, employment discrimination or sexual harassment or other similar occurrence has occurred within the past five (5) years since May 27, 2011 or is pending or, to the knowledge Knowledge of Earnshawthe Seller, threatened. Except as set forth on Schedule 5.11 or Schedule 5.20(b), nor does Earnshaw have knowledge of any reasonable basis for any such allegation, charge, or complaint. Each of the each Company and any Subsidiary thereof has complied in all material respects with all applicable Laws relating to the employment of labor, including provisions thereof relating to immigration status, wages, hours, equal opportunity, collective bargaining and the payment of social security and other taxes relating to the either Company or any Subsidiary thereof. Except as set forth on Schedule 5.21(b) of the Disclosure Schedule, there are no administrative charges or court complaints pending or, to the knowledge of Earnshaw, threatened in connection with the Company or any Subsidiary thereof before the U.S. Equal Employment Opportunity Commission or any state or federal court or agency concerning alleged employment discrimination or any other matters relating to the employment of labor. (c) Schedule 5.21(c) of the Disclosure Schedule contains a true, complete and correct list of all employee and other fringe benefits and other compensation provided by the Company or any Subsidiary thereof to the officers and directors of the Company or any Subsidiary thereof, other than employee and other fringe benefits provided to all employees of the Company and any Subsidiary thereof.

Employees; Salaries; Personnel Agreements, Plans and Arrangements. (a) Schedule 5.21(a4.20(a) of the Disclosure Schedule contains a true, complete and correct list as of the date hereof setting forth (i) the names, hire dates, current base compensation rates rates, other compensation and compensation arrangements, other than employee benefits generally made available to all employees, amount of accrued sick time and vacation time and job titles of all individuals presently employed by the Company or any Subsidiary thereof on a salaried basis, (ii) the names, hire dates, current base compensation rates rates, other compensation and compensation arrangements, other than employee benefits generally made available to all employees, amount of accrued sick time and vacation time and job titles of all individuals presently employed by the Company or any Subsidiary thereof on an hourly or piecework basis, and (iii) the names and total annual compensation for all independent contractors who render material services on a regular basis to the Company or any Subsidiary thereofthereof whose current annual compensation is in excess of $100,000, (iv) the names and titles of the officers and managers or directors, as applicable, of the Company and each Subsidiary and (v) all other Persons who provided services or know-how which is significant to the Business and whose employment or independent contractor relationship with the Company or any Subsidiary thereof has been terminated since January 1, 2005. Except as set forth in Schedule 5.21(a) of the Disclosure Schedule4.20(a), no person listed thereon has received any bonus or increase in compensation since the Latest Balance Sheet DateJuly 15, 2006 and there has been no “general increase” in the compensation or rate of compensation payable to any employees of the Company or any Subsidiary thereof since the Latest Balance Sheet DateJuly 15, 2006, nor since that date has there been any promise to the employees listed on Schedule 5.21(a4.20(a) orally or in writing of any bonus or increase in compensation, whether or not legally binding, except for increases in the ordinary course of business consistent with the past compensation practices of the Company, and obligations incurred under existing Employee Benefit Plans or existing collective bargaining agreements of the Company. Earnshaw The Company has no knowledge that any employee of the Company or its Subsidiaries as of the date hereof will or may cease to be an employee because of the consummation of the transactions contemplated by this Agreement. (b) Except as listed in Schedule 5.21(b4.20(a), 4.20(b) or other benefits arrangements otherwise disclosed on the Schedules hereto, none of the Disclosure Schedule, neither the Company nor any Subsidiary thereof is a party to or obligated with respect to any (a) outstanding material contracts Contracts with current or former employees, agents, consultants, consultants or advisers, salesmen, sales representatives, distributors, sales agents, independent contractors, or dealers, or (b) collective bargaining agreements or contracts with any labor union or other representative of employees or any employee benefits provided for by any such agreement. Correct and complete copies of all such documents previously have been furnished to the PurchaserParent. Except as set forth in Schedule 5.21(b) of the Disclosure Schedule4.20(b), no strike, picketing, work stoppage, work slow down, union organizational activity, notice to bargain, allegation, charge or complaint of unfair labor practice, employment discrimination or sexual harassment or other similar occurrence has occurred within the past five two (52) years or is pending or, to the knowledge of Earnshawthe Company, threatened, nor does Earnshaw the Company have knowledge of any reasonable basis for any such allegation, charge, or complaint. Each of the The Company and any Subsidiary thereof has complied in all material respects with all applicable Laws relating to the employment of labor, including provisions thereof relating to immigration status, wages, hours, equal opportunity, collective bargaining and the payment of social security and other taxes relating to the Company or any Subsidiary thereof. Except as set forth on Schedule 5.21(b) of the Disclosure Schedule4.20(b), there are no administrative charges or court complaints pending or, to the knowledge of Earnshawthe Company, threatened in connection with the Company or any Subsidiary thereof before the U.S. Equal Employment Opportunity Commission or any state or federal court or agency concerning alleged employment discrimination or any other matters relating to the employment of labor. Each employee of the Company and any of its Subsidiaries who is a foreign national is listed on Schedule 4.20(b), and correct and complete copies of all documentation relating to each such employee’s right to work, including without limitation any Form I-9 relating to such employee, previously have been provided to the Parent; except where disclosure of such information is in violation of applicable privacy laws. (c) Schedule 5.21(c4.20(c) of the Disclosure Schedule contains a true, complete and correct list of all employee and other fringe benefits and other compensation provided by the Company or any Subsidiary thereof to the officers and directors of the Company or any Subsidiary thereof, other than employee and other fringe benefits provided to all employees of the Company and any Subsidiary thereof.

Employees; Salaries; Personnel Agreements, Plans and Arrangements. (a) Schedule 5.21(a5.20(a) of the Disclosure Schedule contains a true, complete and correct list as of the date hereof setting forth (i) the names, hire dates, current compensation rates and job titles of all individuals presently employed by the Company or any Subsidiary thereof on a salaried basis, (ii) the names, hire dates, current compensation rates and job titles of all individuals presently employed by the Company or any Subsidiary thereof on an hourly or piecework basis, and (iii) the names and total annual compensation for all independent contractors who render material services on a regular basis to the Company or any Subsidiary thereofCompany. Except as set forth in Schedule 5.21(a5.20(a) of the Disclosure Schedule and/or other Schedules of the Disclosure Schedule, or in the Ordinary Course of Business, no person listed thereon has received any bonus or increase in compensation since the Latest Balance Sheet DateDecember 31, and there has been no “general increase” in the compensation or rate of compensation payable to any employees of the Company or any Subsidiary thereof since the Latest Balance Sheet Date2008, nor since that date has there been any unfulfilled promise to the employees listed on Schedule 5.21(a5.20(a) of the Disclosure Schedule orally or in writing of any bonus or increase in compensation, whether or not legally binding, except for (i) increases in the ordinary course Ordinary Course of business Business consistent with the past compensation practices of the Company, and (ii) obligations incurred under existing Employee Benefit Plans or existing collective bargaining agreements of the Company. Earnshaw has Except as provided in Schedule 5.20(a) of the Disclosure Schedule, to the Knowledge of the Company, no knowledge that any employee of the Company or its Subsidiaries as of the date hereof will or may cease intends to be an employee resign because of the consummation of the transactions contemplated by this Agreement. (b) Except as listed in Schedule 5.21(bon Schedules 5.17(a) or 5.20(b) of the Disclosure Schedule, neither or any other Schedule of the Disclosure Schedule, the Company nor any Subsidiary thereof is not a party to or obligated with respect to any (a) outstanding material contracts Material Contracts with current or former employees, agents, consultants, advisers, salesmen, sales representatives, distributors, sales agents, independent contractors, contractors or dealers, or (b) collective bargaining agreements or contracts with any labor union or other representative of employees or any employee benefits provided for by any such agreement. Correct and complete copies of all such documents previously have been furnished made provided to the PurchaserBuyer. Except as set forth in Schedule 5.21(b5.20(b) of the Disclosure Schedule, no strike, picketing, work stoppage, work slow down, to the Knowledge of the Company, union organizational activity, notice to bargain, allegation, charge or complaint of unfair labor practice, or, to the Knowledge of the Company, claims relating to employment discrimination or sexual harassment or other similar occurrence has claims have occurred within the past five (5) years or is pending or, to years. To the knowledge of Earnshaw, threatened, nor does Earnshaw have knowledge of any reasonable basis for any such allegation, charge, or complaint. Each Knowledge of the Company, the Company and any Subsidiary thereof has complied in all material respects with all applicable Laws relating to the employment of labor, including provisions thereof relating to immigration status, wages, hours, equal opportunity, collective bargaining and the payment of social security and other taxes (unless such taxes are reserved for on the Financial Statements) relating to the Company or any Subsidiary thereofCompany. Except as set forth on Schedule 5.21(b5.20(b) of the Disclosure Schedule, there are no administrative charges or court complaints pending or, to the knowledge Knowledge of Earnshawthe Company, threatened in connection with the Company or any Subsidiary thereof before the U.S. Equal Employment Opportunity Commission or any state or federal court or agency concerning alleged employment discrimination or any other matters relating to the employment of labor. (c) Schedule 5.21(c) of With respect to the Disclosure Schedule contains a truetransactions pursuant to this Agreement, complete and correct list of all employee and other fringe benefits and other compensation no notice is required under any Law pertaining to employees provided by that upon or following the Closing, Buyer does not cause or permit the Company or any Subsidiary thereof to terminate the officers and directors employment of the Company or any Subsidiary thereof, other than employee and other fringe benefits provided to all employees of the Company in a manner which would require a notice under any Law. Within the past 3 years, the Company has not implemented any plant closing or layoff of employees that could implicate the Worker Adjustment and Retraining Notification Act of 1988, as amended, or any Subsidiary thereofsimilar foreign, state, or local law, regulation, or ordinance.

Employees; Salaries; Personnel Agreements, Plans and Arrangements. (a) Schedule 5.21(a6.18(a) of the Disclosure Schedule contains a true, complete and correct list as of the date hereof setting forth (i) the names, hire dates, current compensation rates and job titles of all individuals presently employed by the Company or any Subsidiary thereof on a salaried basis, (ii) the names, hire dates, current compensation rates and job titles of all individuals presently employed by the Company or any Subsidiary thereof on an hourly or piecework basis, and (iii) the names and total annual compensation for all independent contractors who render material services on a regular basis to the Company or any Subsidiary thereofCompany. Except as set forth in Schedule 5.21(a6.18(a) of the Disclosure Schedule, no person listed thereon has received any bonus or increase in compensation since the Latest Balance Sheet Date, and there has been no “general increase” in the compensation or rate of compensation payable to any employees of the Company or any Subsidiary thereof since the Latest Balance Sheet Date, nor since that date has there been any promise to the employees listed on Schedule 5.21(a6.18(a) orally or in writing of any bonus or increase in compensation, whether or not legally binding, except for increases in the ordinary course of business consistent with the past compensation practices of the Company, and obligations incurred under existing Employee Benefit Plans or existing collective bargaining agreements of the Company. Earnshaw has no knowledge that any employee of the Company or its Subsidiaries as of the date hereof will or may cease to be an employee because of the consummation of the transactions contemplated by this Agreement. (b) Except as listed in Schedule 5.21(b) of the Disclosure Schedule, neither the The Company nor any Subsidiary thereof is not a party to or obligated with respect to any (a) outstanding material contracts with current or former employees, agents, consultants, advisers, salesmen, sales representatives, distributors, sales agents, independent contractors, or dealers, or (b) collective bargaining agreements or contracts with any labor union or other representative of employees or any employee benefits provided for by any such agreement. Correct and complete copies of all such documents previously have been furnished to the Purchaser. Except as set forth in Schedule 5.21(b6.18(b) of the Disclosure Schedule, no strike, picketing, work stoppage, work slow down, union organizational activity, or notice to bargainbargain has occurred, and no formal allegation, charge or complaint of unfair labor practice, employment discrimination or sexual harassment or other similar occurrence has occurred been filed within the past five two (52) years or is pending or, to the knowledge of EarnshawShareholders, threatened, nor does Earnshaw do Shareholders have knowledge of any reasonable basis for any such allegation, charge, or complaint. Each of To the Shareholders’ knowledge, the Company and any Subsidiary thereof has complied in all material respects with all applicable Laws relating to the employment of labor, including provisions thereof relating to immigration status, wages, hours, equal opportunity, collective bargaining and the payment of social security and other taxes relating to the Company or any Subsidiary thereofCompany. Except as set forth on Schedule 5.21(b) of the Disclosure Schedule, there There are no administrative charges or court complaints pending or, to the knowledge of EarnshawShareholders, threatened in connection with the Company or any Subsidiary thereof before the U.S. Equal Employment Opportunity Commission or any state or federal court or agency concerning alleged employment discrimination or any other matters relating to the employment of labor. (c) Schedule 5.21(c6.18(c) of the Disclosure Schedule contains a true, complete and correct list of all employee and other fringe benefits and other compensation provided by the Company or any Subsidiary thereof to the officers and directors of the Company or any Subsidiary thereofCompany, other than employee and other fringe benefits provided to all employees of the Company and any Subsidiary thereofCompany.

Employees; Salaries; Personnel Agreements, Plans and Arrangements. (a) Schedule 5.21(a4.21(a) of the Disclosure Schedule contains a true, complete and correct list as of the date hereof setting forth (i) the names, hire dates, current compensation rates and job titles of all individuals presently employed by the Company or any Subsidiary thereof on a salaried basis, basis receiving annual salary in excess of $60,000 and (ii) the names, hire dates, current compensation rates and job titles of all individuals presently employed by the Company or any Subsidiary thereof on an hourly or piecework basis, and (iii) the names and total annual compensation for all independent contractors who render material services on a regular basis to the Company or any Subsidiary thereofthereof whose current annual compensation is in excess of $25,000. Except as set forth in Schedule 5.21(a) of the Disclosure Schedule4.21(a), no person listed thereon has received any bonus or increase in compensation since the Latest Balance Sheet Date, and there has been no “general increase” in the compensation or rate of compensation payable to any employees of the Company or any Subsidiary thereof since the Latest Balance Sheet Date, nor since that date has there been any promise to the employees listed on Schedule 5.21(a4.21(a) orally or in writing made by any of the Company’s or its Subsidiaries’ officers or other employees that have historically had applicable authority with respect to bonuses or compensation, of any bonus or increase in compensation, whether or not legally binding, except for normal increases in the ordinary course of business consistent with the past compensation practices of the Company, and obligations incurred under existing Employee Benefit Plans or existing collective bargaining agreements of the CompanyCompany or its Subsidiaries. Earnshaw Seller has no knowledge that any employee of the Company or its Subsidiaries as whose annual salary is in excess of the date hereof $60,000 will or may cease to be an employee because of the consummation of the transactions contemplated by this Agreement. (b) Except as listed in Schedule 5.21(b) 4.21(b), none of the Disclosure Schedule, neither the Company nor any Subsidiary thereof is a party to or obligated with respect to any (a) outstanding material contracts with current or former employees, agents, consultants, advisers, salesmen, sales representatives, distributors, sales agents, independent contractors, or dealers, or (b) collective bargaining agreements or contracts with any labor union or other representative of employees or any employee benefits provided for by any such agreement. Correct and complete copies of all such documents previously have been furnished to the Purchaser. Except as set forth in Schedule 5.21(b4.21(b), (i) of the Disclosure Schedule, no strike, picketing, work stoppage, work slow down, union organizational activity, or notice to bargain, and (ii) no allegation, charge or complaint of unfair labor practice, employment discrimination or sexual harassment or other similar occurrence occurrence, has occurred within the past five two (52) years or years, is pending or, to the knowledge of EarnshawSeller, threatenedis threatened except, nor does Earnshaw in each case, for events that did not and would not have knowledge of any reasonable basis for any such allegation, charge, or complaint. Each of the a Company and any Subsidiary thereof has complied with all applicable Laws relating to the employment of labor, including provisions thereof relating to immigration status, wages, hours, equal opportunity, collective bargaining and the payment of social security and other taxes relating to the Company or any Subsidiary thereof. Except as set forth on Schedule 5.21(b) of the Disclosure Schedule, there are no administrative charges or court complaints pending or, to the knowledge of Earnshaw, threatened in connection with the Company or any Subsidiary thereof before the U.S. Equal Employment Opportunity Commission or any state or federal court or agency concerning alleged employment discrimination or any other matters relating to the employment of laborMaterial Adverse Effect. (c) Schedule 5.21(c) of the Disclosure Schedule contains a true, complete and correct list of all employee and other fringe benefits and other compensation provided by the Company or any Subsidiary thereof to the officers and directors of the Company or any Subsidiary thereof, other than employee and other fringe benefits provided to all employees of the Company and any Subsidiary thereof.

Employees; Salaries; Personnel Agreements, Plans and Arrangements. (a) Schedule 5.21(a5.20(a) of the Disclosure Schedule contains a true, complete and correct list as of the date hereof setting forth (i) the names, hire dates, current compensation rates and job titles of all individuals presently employed by the Company or any Subsidiary thereof on a salaried basis, (ii) the names, hire dates, current compensation rates and job titles of all individuals presently employed by the Company or any Subsidiary thereof on an hourly or piecework basis, and (iii) the names and total annual compensation for all independent contractors who render material services on a regular basis to the Company or any Subsidiary thereofCompany. Except as set forth in Schedule 5.21(a5.20(a) of the Disclosure Schedule and/or other Schedules of the Disclosure Schedule, or in the Ordinary Course of Business, no person listed thereon has received any bonus or increase in compensation since the Latest Balance Sheet DateDecember 31, and there has been no “general increase” in the compensation or rate of compensation payable to any employees of the Company or any Subsidiary thereof since the Latest Balance Sheet Date2007, nor since that date has there been any promise to the employees listed on Schedule 5.21(a5.20(a) of the Disclosure Schedule orally or in writing of any bonus or increase in compensation, whether or not legally binding, except for (i) increases in the ordinary course Ordinary Course of business Business consistent with the past compensation practices of the Company, and (ii) obligations incurred under existing Employee Benefit Plans or existing collective bargaining agreements of the Company. Earnshaw Except as provided in Schedule 5.20(a) of the Disclosure Schedule, the Company has no actual knowledge that any employee of the Company or its Subsidiaries as of the date hereof will or may cease intends to be an employee resign because of the consummation of the transactions contemplated by this Agreement. (b) Except as listed in Schedule 5.21(bon Schedules 5.17(a) or 5.20(b) of the Disclosure Schedule, neither or any other Schedule of the Disclosure Schedule, the Company nor any Subsidiary thereof is not a party to or obligated with respect to any (a) outstanding material contracts with current or former employees, agents, consultants, advisers, salesmen, sales representatives, distributors, sales agents, independent contractors, or dealers, or (b) collective bargaining agreements or contracts with any labor union or other representative of employees or any employee benefits provided for by any such agreement. Correct and complete copies of all such documents previously have been furnished made available to Buyer in the PurchaserData Room. Except as set forth in Schedule 5.21(b5.20(b) of the Disclosure Schedule, no strike, picketing, work stoppage, work slow down, union organizational activity, notice to bargain, allegation, charge or complaint of unfair labor practice, or, to the Knowledge of the Company, claims relating to employment discrimination or sexual harassment or other similar occurrence has claims have occurred within the past five (5) years or is pending or, to years. To the knowledge of Earnshaw, threatened, nor does Earnshaw have knowledge of any reasonable basis for any such allegation, charge, or complaint. Each Knowledge of the Company, the Company and any Subsidiary thereof has complied in all material respects with all applicable Laws relating to the employment of labor, including provisions thereof relating to immigration status, wages, hours, equal opportunity, collective bargaining and the payment of social security and other taxes (unless such taxes are reserved for on the Financial Statements) relating to the Company or any Subsidiary thereofCompany. Except as set forth on Schedule 5.21(b5.20(b) of the Disclosure Schedule, there are no administrative charges or court complaints pending or, to the knowledge Knowledge of Earnshawthe Company, threatened in connection with the Company or any Subsidiary thereof before the U.S. Equal Employment Opportunity Commission or any state or federal court or agency concerning alleged employment discrimination or any other matters relating to the employment of labor. (c) Schedule 5.21(c5.20(c) of the Disclosure Schedule contains a true, complete and correct list of all employee and other fringe benefits and other compensation provided by the Company or any Subsidiary thereof to the officers and directors of the Company or any Subsidiary thereofCompany, other than employee and other fringe benefits (i) provided to all employees of the Company, or (ii) otherwise provided under arrangements identified on Schedule 5.17(a). (d) With respect to the transactions pursuant to this Agreement, no notice is required under any Law pertaining to employees provided that upon or following the Closing, Buyer does not cause or permit the Company to terminate the employment of employees of the Company in a manner which would require a notice under any Law. Within the past 3 years, the Company has not implemented any plant closing or layoff of employees that could implicate the Worker Adjustment and Retraining Notification Act of 1988, as amended, or any Subsidiary thereof.similar foreign, state, or local law, regulation, or ordinance (collectively, the “WARN Act”). Notwithstanding the foregoing, no representation and warranty is made with respect to the consequences associated with the termination of any employees of the Company set forth on Exhibit E.