Common use of Existing Employment Arrangements Clause in Contracts

Existing Employment Arrangements. Except as set forth on Exhibit -------------------------------- ------- 5.01(e) the Company has no employment agreements, labor or collective bargaining ------- agreements and there are no employee benefit or compensation plans, agreements, arrangements or commitments (including, but not limited to, "employee benefit plans", as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")), maintained by the Company for any employees ----- of the Company or with respect to which the Company has any material liability, or makes or has an obligation to make contributions ("Employee Plans"). -------------- Each Employee Plan that is an employee welfare benefit plan as defined under Section 3(1) of ERISA is funded through an insurance company contract. Each Employee Plan by its terms and operation is in material compliance with all applicable laws and all required material filings with respect to Employee Plans have been made. Neither the Company nor any entity that is or was at any time treated as a single employer with the Company under Section 414(b), (c) (m) or (o) of the Code has at any time maintained, contributed to or been required to contribute to, or has any liability with respect to, any plan subject Title IV of ERISA. The events contemplated by this Agreement (either alone or together with any other event occurring prior to the Closing) will not (w) except as set forth on Exhibit 5.01(e), entitle any employees to severance pay, unemployment --------------- compensation, or other similar payments under any Employee Plan or law, (x) except as set forth on Exhibit 5.01(e), accelerate the time of payment or --------------- vesting or increase the amount of benefits due under any Employee Plan or compensation to any Company employees or (y) result in any payments (including parachute payments) under any Employee Plan or law becoming due to any employee. After giving effect to the termination of 401k plan, as contemplated by Section 7.01(b)(v), the Company, the Merger Subsidiary, the Parent and their respective officers, directors, shareholders, successors and assigns, shall have no liability whatsoever with respect to or arising under or from such Employee Plans (provided, however, that no representation is made hereby with respect to actions taken after the Closing). There are no pending or, to the knowledge of the Shareholders or the Company, threatened strikes, job actions or other labor disputes affecting the Company or its employees and there have been no such disputes for the past three years. Also set forth on Exhibit 5.01(e) is a true and complete list of all --------------- employees of the Company employed in connection with the Business, which list provides, among other things, the name, social security number, residence address, title and salary information concerning each employee, as well a true and correct list of each employee who holds an H1B1 visa, if any. The Company has not, and prior to the Closing Date will not have, suffered a "plant closing" or "mass layoff" within the meaning of the Worker Adjustment and Retraining Notification Act ("WARN") determined without regard to ---- any actions taken by the Merger Subsidiary on or after the Closing Date. The Shareholders and the Company will provide the Merger Subsidiary, upon request, with such information as may be necessary for the Merger Subsidiary to determine its potential WARN liability. The Company is in compliance in all material respects with all laws and orders relating to the employment of labor and classification of persons as employees, including, without limitation, all such laws and orders relating to wages, hours, discrimination, civil rights, immigration, safety and the collection and payment of withholding and/or Social Security taxes and similar taxes and provision of employee benefits.

Existing Employment Arrangements. Except as set forth on Exhibit -------------------------------- ------- 5.01(e) the The Company has no employment agreements, labor or collective bargaining ------- agreements and there are no employee benefit or compensation plans, agreements, arrangements or commitments (including, but not limited to, "employee benefit plans", ," as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")), maintained by the Company for any employees ----- of the Company or with respect to which the Company has any material liability, or makes or has an obligation to make contributions ("Employee Plans"). -------------- Each Employee Plan that is an employee welfare benefit plan as defined under Section 3(1) of ERISA is funded through an insurance company contract. Each Employee Plan by its terms and operation is in material compliance with all applicable laws and all required material filings with respect to Employee Plans have been made. Neither the Company nor any entity that is or was at any time treated as a single employer with the Company under Section 414(b), (c) (m) or (o) of the Internal Revenue Code of 1986, as amended (the "Code"), has at any time maintained, contributed to or been required to contribute to, or has any liability with respect to, any plan subject to Title IV of ERISA. The events contemplated by this Agreement (either alone or together with any other event occurring prior to the Closing) will not (w) except as set forth on Exhibit 5.01(e3.01(e), entitle any employees employee to severance pay, unemployment --------------- compensation, or other similar payments under any Employee Plan or law, (x) except as set forth on Exhibit 5.01(e), accelerate the time of payment or --------------- vesting or increase the amount of benefits due under any Employee Plan or compensation to any Company employees employee or (y) result in any payments (including parachute payments) under any Employee Plan or law becoming due to any employee. After giving effect to the termination of 401k plan, as contemplated by Section 7.01(b)(v), the Company, the Merger Subsidiary, the Parent and their respective officers, directors, shareholders, successors and assigns, shall have no liability whatsoever with respect to or arising under or from such Employee Plans (provided, however, that no representation is made hereby with respect to actions taken after the Closing). There are no pending or, to the knowledge of the Shareholders or the CompanyShareholders, threatened strikes, job actions or other labor disputes affecting the Company or its employees and there have been no such disputes for the past three years. Also set forth on Exhibit 5.01(e3.01(e) is a true and complete list of all --------------- employees of the Company employed in connection with the Business, which list provides, among other things, the name, social security number, residence address, title and salary information concerning each employee, as well a true and correct list of each employee who holds an H1B1 H1 or B1 visa, if any. The Company has not, and prior to the Closing Date will not have, have suffered a "plant closing" or "mass layoff" within the meaning of the Worker Adjustment and Retraining Notification Act ("WARN") determined without regard to ---- any actions taken by the Merger Subsidiary Buyer on or after the Closing Date. The Shareholders and the Company will provide the Merger SubsidiaryBuyer, upon request, with such information as may be necessary for the Merger Subsidiary Buyer to determine its potential WARN liability. The Company is in compliance in all material respects with all laws and orders relating to the employment of labor and classification of persons as employeeslabor, including, without limitation, all such laws and orders relating to wages, hours, discrimination, civil rights, immigration, safety and the collection and payment of withholding and/or Social Security taxes and similar taxes and provision of employee benefitstaxes.

Existing Employment Arrangements. Except as set forth on Exhibit -------------------------------- ------- 5.01(e) the Company has 4.01(g), there are no employment agreements, labor or collective bargaining ------- agreements and there are no employee benefit or compensation plans, agreements, arrangements or commitments (including, but not limited to, "employee benefit plans", ," as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")), maintained by the Company for any employees ----- of the Company or with respect to which the Company has any material liability, or makes or has an obligation to make contributions ("Employee Plans"). -------------- Each Employee Plan that is an employee welfare benefit plan as defined under Section 3(1) of ERISA is funded through an insurance company contract. Each Employee Plan by its terms and operation is in material compliance with all applicable laws and all required material filings with respect to Employee Plans have been made. Neither the Company nor any entity that is or was at any time treated as a single employer with the Company under Section 414(b), (c) (m) or (o) of the Code ("Common Control Entity") for any employees of the Company or with respect to which the Company has at any time maintained, contributed to or been required to contribute tomaterial liability, or makes or has any liability an obligation to make contributions ("Employee Plans"). Each Employee Plan by its terms and operation is in compliance with respect to, any plan subject Title IV all applicable laws. Each Employee Plan which is an "employee pension benefit plan" (within the meaning of Section 3(2) of ERISA) and which is intended to be qualified under Section 401(a) of the Code has received a favorable determination letter from the Internal Revenue Service. The Except as set forth in Exhibit 4.01(g), the events and transactions contemplated by this Agreement and --------------- any other agreement, instrument or document contemplated thereby (either alone or together with any other event occurring prior to the Closing) will not (w) except as set forth on Exhibit 5.01(e), entitle any employees to severance pay, unemployment --------------- compensation, or other similar payments under any Employee Plan or lawPlan, (x) except as set forth on Exhibit 5.01(e), accelerate the time of payment or --------------- vesting or increase the amount of benefits due under any Employee Plan or compensation to any Company employees or (y) result in any payments (including parachute payments) under any Employee Plan or law becoming due to any employee. After giving effect to the termination of 401k plan, as contemplated by Section 7.01(b)(v)Closing, the Company, the Merger SubsidiaryBuyer, the Parent and their respective officers, directors, shareholders, successors and assigns, shall have no liability whatsoever with respect to or arising under or from such Employee Plans (provided, however, that no representation is made hereby with respect to actions taken after the Closing)Plans. There are no pending or, to the knowledge of the Shareholders Shareholder, Xxxxxx or the Company, threatened strikes, job actions or other labor disputes affecting the Company or its employees and there have been no such disputes for the past three years. Also set forth on Exhibit 5.01(e4.01(g) is a true and complete --------------- list of all --------------- employees of the Company employed in connection with the Business, which list provides, among other things, the name, social security number, residence address, address and title and salary information concerning each employee, as well a true and correct list of each employee who holds an H1B1 visa, if any. The Company has not, and prior to the Closing Date will not have, suffered a "plant closing" or "mass layoff" within the meaning of the Worker Adjustment and Retraining Notification Act ("WARN") determined without regard to ---- any actions taken by the Merger Subsidiary Buyer on or after the Closing Date. The Shareholders and the Company will provide the Merger Subsidiary, upon request, with such information as may be necessary for the Merger Subsidiary to determine its potential WARN liability. The Company is in compliance in all material respects with all laws and orders relating to the employment of labor and classification of persons as employeeslabor, including, without limitation, all such laws and orders relating to wages, hours, discrimination, civil rights, immigration, safety and the collection and payment of withholding and/or Social Security taxes and similar taxes and provision of employee benefitstaxes.

Existing Employment Arrangements. Except as set forth on -------------------------------- Exhibit -------------------------------- ------- 5.01(e) the Company has no employment agreements, labor or collective --------------- bargaining ------- agreements and there are no employee benefit or compensation plans, agreements, arrangements or commitments (including, but not limited to, "employee benefit plans", ," as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")), maintained by the Company for any employees ----- of the Company or with respect to which the Company has any material liability, or makes or has an obligation to make contributions ("Employee Plans"). -------------- Each Employee Plan that is an employee welfare benefit plan as defined under Section 3(1) of ERISA is funded through an insurance company contract. Each Employee Plan by its terms and operation is in material compliance with all applicable laws and all required material filings with respect to Employee Plans have been made. Neither the Company nor any entity that is or was at any time treated as a single employer with the Company under Section 414(b), (c) (m) or (o) of the Code has at any time maintained, contributed to or been required to contribute to, or has any liability with respect to, any plan subject Title IV of ERISA. The events contemplated by this Agreement (either alone or together with any other event occurring prior to the Closingevent) will not (w) except as set forth on Exhibit 5.01(e), entitle any employees to severance pay, unemployment --------------- compensation, or other similar payments under any Employee Plan or law, (x) except as set forth on Exhibit 5.01(e), accelerate the time of payment or --------------- vesting or increase the amount of benefits due under any Employee Plan or compensation to any Company employees or (y) result in any payments (including parachute payments) under any Employee Plan or law becoming due to any employee. After giving effect to Any such Employee Plan shall be terminated by the termination of 401k planCompany effective December 31, as contemplated by Section 7.01(b)(v)1999 and upon such termination, the Company, the Merger Subsidiary, the Parent and their respective officers, directors, shareholders, successors and assigns, shall have no liability whatsoever with respect to or arising under or from such Employee Plans (provided, however, that no representation is made hereby with respect to actions taken after the Closing)Plans. There are no pending or, to the knowledge of the Shareholders or the Company, threatened strikes, job actions or other labor disputes affecting the Company or its employees and there have been no such disputes for the past three years. Also set forth on Exhibit 5.01(e) is a true and complete --------------- list of all --------------- employees of the Company employed in connection with the Business, which list provides, among other things, the name, social security number, residence address, title title, job description and salary information concerning each employee, as well as a true and correct list of each employee who holds an H1B1 visa, if any. The Company has notnot and, and both prior to the Closing Date and after giving effect to the consummation on the Closing Date of the transactions described herein, will not have, have suffered a "plant closing" or "mass layoff" within the meaning of the Worker Adjustment and Retraining Notification Act ("WARN") determined without regard to ---- any actions taken by the Merger Subsidiary on or after the Closing Date). The Shareholders and the Company will provide the Merger Subsidiary, upon request, with such information as may be necessary for the Merger Subsidiary to determine its potential WARN liability. The Company is in compliance in all material respects with all laws and orders relating to the employment of labor and classification of persons as employeeslabor, including, without limitation, all such laws and orders relating to wages, hours, discrimination, civil rights, immigration, safety and the collection and payment of withholding and/or Social Security taxes and similar taxes and provision of employee benefitstaxes.

Existing Employment Arrangements. Except as set forth on Exhibit -------------------------------- ------- 5.01(e4.01(e) the Company has no employment agreements, labor or collective bargaining ------- agreements and there are no employee benefit or compensation plans, agreements, arrangements or commitments (including, but not limited to, "employee benefit plans", as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")), maintained by the Company for any employees ----- of the Company or with respect to which the Company has any material liability, or makes or has an obligation to make contributions ("Employee Plans"). -------------- Each Employee Plan that is an employee welfare benefit plan as defined under Section 3(1) of ERISA is funded through an insurance company contract. Each Employee Plan by its terms and operation is in material compliance with all applicable laws and all required material filings with respect to Employee Plans have been made. Neither the Company nor any entity that is or was at any time treated as a single employer with the Company under Section 414(b), (c) (m) or (o) of the Code has at any time maintained, contributed to or been required to contribute to, or has any liability with respect to, any plan subject Title IV of ERISA. The events contemplated by this Agreement (either alone or together with any other event occurring prior to the Closing) will not (w) except as set forth on Exhibit 5.01(e4.01(e), entitle any employees to severance pay, unemployment --------------- compensation, or other similar payments under any Employee Plan or law, (x) except as set forth on Exhibit 5.01(e4.01(e), accelerate the time of payment or --------------- vesting or increase the amount of benefits due under any Employee Plan or compensation to any Company employees or (y) result in any payments (including parachute payments) under any Employee Plan or law becoming due to any employee. After giving effect to the termination of the profit sharing plan and 401k plan, as contemplated by Section 7.01(b)(v6.01(b)(v), the Company, the Merger SubsidiaryBuyer, the Parent and their respective officers, directors, shareholders, successors and assigns, shall have no liability whatsoever with respect to or arising under or from such Employee Plans (provided, however, that no representation is made hereby with respect to actions taken after the Closing). There are no pending or, to the knowledge of the Shareholders or the Company, threatened strikes, job actions or other labor disputes affecting the Company or its employees and there have been no such disputes for the past three years. Also set forth on Exhibit 5.01(e4.01(e) is a true and complete list of all --------------- employees of the Company employed in connection with the Business, which list provides, among other things, the name, social security number, residence address, title and salary information concerning each employee, as well a true and correct list of each employee who holds an H1B1 visa, if any. The Company has not, and prior to the Closing Date will not have, suffered a "plant closing" or "mass layoff" within the meaning of the Worker Adjustment and Retraining Notification Act ("WARN") determined without regard to ---- any actions taken by the Merger Subsidiary Buyer on or after the Closing Date. The Shareholders and the Company will provide the Merger SubsidiaryBuyer, upon request, with such information as may be necessary for the Merger Subsidiary Buyer to determine its potential WARN liability. The Company is in compliance in all material respects with all laws and orders relating to the employment of labor and classification of persons as employees, including, without limitation, all such laws and orders relating to wages, hours, discrimination, civil rights, immigration, safety and the collection and payment of withholding and/or Social Security taxes and similar taxes and provision of employee benefits.