Common use of Labor and Employee Relations Clause in Contracts

Labor and Employee Relations. (a) Except as shown on SCHEDULE 2A.13 hereto, there are no currently effective consulting or employment agreements or other material agreements with individual consultants or employees to which the Company or Subsidiary is a party. Complete and accurate copies of all such written agreements are attached to SCHEDULE 2A.13. Also shown on SCHEDULE 2A.13 are the name and rate of compensation (including all bonus compensation and name of employer) of each officer, employee or agent of the Company and Subsidiary. (b) None of the employees of the Company or Subsidiary is covered by any collective bargaining agreement with any trade or labor union, employees' association or similar association. There are no representation elections, arbitration proceedings, labor strikes, slowdowns or stoppages, or claims of discrimination or unfair labor practices pending, or, to the knowledge of the Company, Subsidiary or Stockholders, threatened, with respect to the employees of the Company or Subsidiary nor has the Company or Subsidiary experienced any work stoppage or other material labor difficulty during the five (5) years immediately preceding the date of this Agreement. (c) Each of the Company and Subsidiary has complied in all respects with all applicable laws, rules and regulations relating to the employment of labor, including without limitation those relating to wages, hours, unfair labor practices, discrimination, and payment of social security and similar taxes. There are no complaints against the Company or Subsidiary pending or, to the knowledge of the Company, Subsidiary or Stockholder, threatened before the National Labor Relations Board or any similar state or local labor agencies, or before the Equal Employment Opportunity Commission or any similar state or local agency, by or on behalf of any employee or former employee of the Company or Subsidiary. (d) The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not trigger any severance pay obligation under any contract or at law or any notice requirement under any federal or state plant closing law. (e) The Company has provided to Buyer a complete description of all employment policies under which the Company or Subsidiary has operated or which have been communicated to its employees. (f) Each of the Company and Subsidiary has paid in full (or made provisions for payment in full) to its employees, agents and contractors all wages, salaries, commissions, bonuses and other direct compensation for all services performed by them through the date hereof and on the Closing Date will have paid in full all such amounts through the Closing Date. ------------------------------------------------------------------------------- STOCK PURCHASE AGREEMENT -18- Neither the Company nor Subsidiary has and neither of them will have on the Closing Date, any contingent liability for sick leave, vacation time, holiday pay, severance pay or similar items not set forth on the Base Balance Sheet. (g) There has not been any citation, fine or penalty imposed or asserted against the Company or Subsidiary under any law or regulation relating to employment, immigration or occupational safety matters.

Labor and Employee Relations. (a) Except as shown on SCHEDULE 2A.13 Schedule 2.16 hereto, there are no currently effective consulting or employment agreements or other material agreements with individual consultants or employees to which the Company Seller or any Subsidiary is a partyparty or by which they are bound. Complete and accurate copies of all such written agreements are attached have been delivered to SCHEDULE 2A.13Buyer. Also shown on SCHEDULE 2A.13 Schedule 2.16 are the name and rate of compensation (including all bonus compensation and name of employercompensation) of each officer, employee or agent of the Company and Seller or any Subsidiary. (b) None Except as shown on Schedule 2.16, none of the employees of the Company Seller or any Subsidiary is covered by any collective bargaining agreement with any trade or labor union, employees' association or similar association. There are no representation elections, arbitration proceedings, labor strikes, slowdowns or stoppages, or claims of discrimination or unfair labor practices pending, or, to the knowledge of the Company, Subsidiary or Stockholders, threatened, with respect to the employees of the Company or Subsidiary nor has the Company or Subsidiary experienced any work stoppage or other material labor difficulty during the five (5) years immediately preceding the date of this Agreement. (c) Each of Seller and the Company and Subsidiary Subsidiaries has complied in all respects with all applicable laws, rules and regulations relating to the employment of labor, including without limitation those relating to wages, hours, unfair labor practices, discrimination, and payment of social security and similar taxes. There are no representation elections, arbitration proceedings, labor strikes, slowdowns or stoppages, material grievances or other labor troubles pending or overtly threatened, with respect to the employees of Seller or any Subsidiary. (c) There are no complaints against the Company Seller or any Subsidiary pending or, to the knowledge of the Company, Subsidiary or Stockholder, overtly threatened before the National Labor Relations Board or any similar state or local labor agencies, or before the Equal Employment Opportunity Commission or any similar state or local agency, by or on behalf of any employee of Seller or former employee of the Company or any Subsidiary. (d) There is no contingent liability for sick leave, vacation time, severance pay or similar items not set forth on the Base Balance Sheet or on Schedule 2.16. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not trigger any severance pay obligation under any contract or at law or any notice requirement under any federal or state plant closing law. (e) The Company Seller has provided to Buyer a complete description of all employment policies under which the Company Seller or any Subsidiary has operated or which have has been communicated to its their employees. (f) Each of the Company and Subsidiary has paid in full (or made provisions for payment in full) to its employees, agents and contractors all wages, salaries, commissions, bonuses and other direct compensation for all services performed by them through the date hereof and on the Closing Date will have paid in full all such amounts through the Closing Date. ------------------------------------------------------------------------------- STOCK PURCHASE AGREEMENT -18- Neither the Company nor Subsidiary has and neither of them will have on the Closing Date, any contingent liability for sick leave, vacation time, holiday pay, severance pay or similar items not set forth on the Base Balance Sheet. (g) There has not been any citation, fine or penalty imposed or asserted against the Company or Subsidiary under any law or regulation relating to employment, immigration or occupational safety matters.

Labor and Employee Relations. (a) Except as shown on SCHEDULE 2A.13 Schedule 2.17 hereto, there are no currently effective consulting consulting, employment, noncompetition, nonsolicitation, retention, severance or employment agreements change of control agreements, or other material agreements with individual consultants consultants, directors or employees to which the Company or Subsidiary any of its Subsidiaries is a party. Complete and accurate copies of all such written agreements are attached have been delivered to SCHEDULE 2A.13Parent. Also shown on SCHEDULE 2A.13 Schedule 2.17 are the name and rate of compensation (including all bonus compensation and name of employercompensation) of each officer, employee or agent of the Company and Subsidiaryeach of its Subsidiaries. (b) None of the employees of the Company or Subsidiary any of its Subsidiaries is covered by any collective bargaining agreement with any trade or labor union, employees' ’ association or similar association. There are no representation elections, arbitration proceedings, labor strikes, slowdowns or stoppages, or claims of discrimination or unfair labor practices pending, or, to the knowledge Knowledge of the Company, Subsidiary or Stockholders, threatened, with respect to the employees of the Company or Subsidiary any of its Subsidiaries, nor has the Company or Subsidiary any of its Subsidiaries experienced any work stoppage or other material labor difficulty during the five (5) years immediately preceding the date of this Agreement. (c) Each of the Company and Subsidiary each of its Subsidiaries has complied in all material respects with all applicable laws, rules and regulations relating to the employment of labor, including without limitation those relating to wages, hours, unfair labor practices, discrimination, and payment of social security and similar taxes. There are no complaints against the Company or Subsidiary any of its Subsidiaries pending or, to the knowledge Knowledge of the Company, Subsidiary or Stockholder, threatened before the National Labor Relations Board or any similar state or local labor agencies, or before the Equal Employment Opportunity Commission or any similar state or local agency, by or on behalf of any employee or former employee of the Company or Subsidiaryany of its Subsidiaries. (d) The Except as described on Schedule 2.17, the execution, delivery and performance of this Agreement and the Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby will not trigger any entitlement to compensation, severance pay or change of control obligation to any current or former employee, director or consultant of the Company or its Subsidiaries under any contract contract, agreement, arrangement, commitment or understanding or at law or any notice requirement under any federal or state plant closing law. (e) The Company has provided to Buyer Parent a complete description of all employment policies under which the Company or Subsidiary and each of its Subsidiaries has operated or which have been communicated to its their employees. (f) Each of Except as set forth in Schedule 2.17, the Company and Subsidiary each of its Subsidiaries has paid in full (or made provisions for payment in full) to its each of their employees, agents and contractors all wages, salaries, commissions, bonuses and other direct compensation for all services performed by them through the date hereof which have become due and on the Closing Date will have paid in full all such amounts through the Closing Datepayable. ------------------------------------------------------------------------------- STOCK PURCHASE AGREEMENT -18- Neither the Company nor Subsidiary has any of its Subsidiaries have and neither of them will not have on the Closing Date, any contingent liability for sick leave, vacation time, holiday pay, severance pay or similar items not set forth on Schedule 2.17, excluding such amounts arising in the Base Balance Sheetordinary course of business. Schedule 2.17 sets forth, as of January 1, 2008, all accrued vacation pay of the Company and its Subsidiaries. (g) There In the past three (3) years, except as set forth on Schedule 2.17, there has not been any citation, fine or penalty imposed or asserted against the Company or Subsidiary any of its Subsidiaries under any law or regulation relating to employment, immigration or occupational safety matters.

Labor and Employee Relations. (a) Except as shown on SCHEDULE 2A.13 heretoSchedule 2.16(a) of the Seller Disclosure Letter, there are no currently effective consulting or employment agreements or other material agreements with individual consultants or employees to which the Company or Subsidiary Seller is a party. Complete and accurate copies of all such written agreements are attached have been delivered by Seller to SCHEDULE 2A.13. Also shown on SCHEDULE 2A.13 are the name and rate of compensation (including all bonus compensation and name of employer) of each officer, employee or agent of the Company and SubsidiaryBuyer. (b) None of the employees of the Company or Subsidiary Seller is covered by any collective bargaining agreement with any trade or labor union, employees' ’ association or similar association. There are no representation elections, arbitration proceedings, labor strikes, slowdowns or stoppages, or claims of discrimination or unfair labor practices pending, or, to the knowledge of the Company, Subsidiary or Stockholders, threatened, with respect to the employees of the Company or Subsidiary nor has the Company or Subsidiary experienced any work stoppage or other material labor difficulty during the five (5) years immediately preceding the date of this Agreement. (c) Each of the Company and Subsidiary Seller has complied in all respects with all applicable laws, rules and regulations relating to the employment of labor, including without limitation those relating to wages, hours, unfair labor practices, discrimination, and payment of social security and similar taxes, except where failure to comply would not have a Material Adverse Effect. There are no representation elections, arbitration proceedings, labor strikes, slowdowns or stoppages, or claims of discrimination or unfair labor practices pending, or, to the knowledge of Seller and Shareholder, threatened, with respect to the employees of Seller. (c) There are no complaints against the Company or Subsidiary Seller pending or, to the knowledge of the Company, Subsidiary or StockholderSeller and Shareholder, threatened before the National Labor Relations Board or any similar state or local labor agencies, or before the Equal Employment Opportunity Commission or any similar state or local agency, by or on behalf of any employee or former employee of the Company or SubsidiarySeller. (d) There is no contingent liability or accruals for sick leave, vacation time, severance pay or similar items not set forth on the Base Balance Sheet or on Schedule 2.16(d) of the Seller Disclosure Letter. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not trigger any severance pay obligation under any contract or at law or any notice requirement under any federal Federal or state plant closing law. (e) The Company has provided to Buyer a complete description of all employment policies under which the Company or Subsidiary has operated or which have been communicated to its employees. (f) Each of the Company and Subsidiary has paid in full (or made provisions for payment in full) to its employees, agents and contractors all wages, salaries, commissions, bonuses and other direct compensation for all services performed by them through the date hereof and on the Closing Date will have paid in full all such amounts through the Closing Date. ------------------------------------------------------------------------------- STOCK PURCHASE AGREEMENT -18- Neither the Company nor Subsidiary has and neither of them will have on the Closing Date, any contingent liability for sick leave, vacation time, holiday pay, severance pay or similar items not set forth on the Base Balance Sheet. (g) There has not been any citation, fine or penalty imposed or asserted against the Company or Subsidiary Seller under any law or regulation relating to employment, immigration or occupational safety matters. (f) Seller has furnished Buyer a complete and accurate list of all employees of Seller, their date of hire and their rate of compensation as of the date of this Agreement (including a breakdown of the portion thereof attributable to salary, bonus and other compensation). Except as previously disclosed to Buyer in writing, each of Seller’s employees is an employee at will and will be no longer employed by Seller on the Closing Date. Buyer may hire such of Seller’s then former employees on the day following the Closing Date as Buyer decides to hire upon such terms as determined by Buyer in its sole discretion. Seller shall be responsible for all severance and other employment related payments accrued as of the Closing Date.

Labor and Employee Relations. (a) Except as shown on SCHEDULE 2A.13 Schedule 2.16(a) hereto, there are no currently effective consulting or employment agreements or other material agreements with individual consultants or employees to which the Company or Subsidiary Seller is a party. Complete and accurate copies of all such written agreements are attached have been delivered by Seller to SCHEDULE 2A.13. Also shown on SCHEDULE 2A.13 are the name and rate of compensation (including all bonus compensation and name of employer) of each officer, employee or agent of the Company and SubsidiaryBuyer. (b) None of the employees of the Company or Subsidiary Seller is covered by any collective bargaining agreement with any trade or labor union, employees' ’ association or similar association. There are no representation elections, arbitration proceedings, labor strikes, slowdowns or stoppages, or claims of discrimination or unfair labor practices pending, or, to the knowledge of the Company, Subsidiary or Stockholders, threatened, with respect to the employees of the Company or Subsidiary nor has the Company or Subsidiary experienced any work stoppage or other material labor difficulty during the five (5) years immediately preceding the date of this Agreement. (c) Each of the Company and Subsidiary Seller has complied in all respects with all applicable laws, rules and regulations relating to the employment of labor, including without limitation those relating to wages, hours, unfair labor practices, discrimination, and payment of social security and similar taxes, except where failure to comply would not have a Material Adverse Effect. There are no representation elections, arbitration proceedings, labor strikes, slowdowns or stoppages, or claims of discrimination or unfair labor practices pending, or, to the knowledge of Seller and Shareholder, threatened, with respect to the employees of Seller. (c) There are no complaints against the Company or Subsidiary Seller pending or, to the knowledge of the Company, Subsidiary or StockholderSeller and Shareholder, threatened before the National Labor Relations Board or any similar state or local labor agencies, or before the Equal Employment Opportunity Commission or any similar state or local agency, by or on behalf of any employee or former employee of the Company or SubsidiarySeller. (d) There is no contingent liability or accruals for sick leave, vacation time, severance pay or similar items not set forth on the Base Balance Sheet or on Schedule 2.16(d). The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not trigger any severance pay obligation under any contract or at law or any notice requirement under any federal or state plant closing law. (e) The Company has provided to Buyer a complete description of all employment policies under which the Company or Subsidiary has operated or which have been communicated to its employees. (f) Each of the Company and Subsidiary has paid in full (or made provisions for payment in full) to its employees, agents and contractors all wages, salaries, commissions, bonuses and other direct compensation for all services performed by them through the date hereof and on the Closing Date will have paid in full all such amounts through the Closing Date. ------------------------------------------------------------------------------- STOCK PURCHASE AGREEMENT -18- Neither the Company nor Subsidiary has and neither of them will have on the Closing Date, any contingent liability for sick leave, vacation time, holiday pay, severance pay or similar items not set forth on the Base Balance Sheet. (g) There has not been any citation, fine or penalty imposed or asserted against the Company or Subsidiary Seller under any law or regulation relating to employment, immigration or occupational safety matters. (f) Seller has furnished Buyer a complete and accurate list of all employees of Seller, their date of hire and their rate of compensation as of the date of this Agreement (including a breakdown of the portion thereof attributable to salary, bonus and other compensation). Except as previously disclosed to Buyer in writing, each of Seller’s employees is an employee at will and will be no longer employed by Seller on the Closing Date. Buyer may hire such of Seller’s then former employees on the day following the Closing Date as Buyer decides to hire upon such terms as determined by Buyer in its sole discretion. Seller shall be responsible for all severance and other employment related payments accrued as of the Closing Date.

Labor and Employee Relations. 8.9.1 There is no (aand never has been any) Except as shown on SCHEDULE 2A.13 heretocollective bargaining agreement, there are works council agreement, other labor union Contract or similar agreement applicable to any Seller with respect to any employee of any Seller and no currently effective consulting such agreement or employment agreements or other material agreements with individual consultants or employees to which the Company or Subsidiary is a party. Complete and accurate copies of all such written agreements are attached to SCHEDULE 2A.13. Also shown on SCHEDULE 2A.13 are the name and rate of compensation (including all bonus compensation and name of employer) of each officer, Contract has been requested by any employee or agent group of the Company and Subsidiary. (b) None employees of any Seller nor has there been any discussion with respect thereto by management of any Seller with any employees of any Seller. No Seller, nor any Affiliate of any Seller, has received any written notification of any unfair labor practice charges or complaints pending before any agency having jurisdiction thereof nor are there any current union representation claims against any Seller involving any of the employees of any Seller. Further, to Seller’s Knowledge, no such charges or claims are threatened. 8.9.2 There are no, nor have there been, in the Company past four (4) years, any union organizing activities or Subsidiary proceedings involving, or any pending petitions for recognition of, a labor union or association as the exclusive bargaining agent for, or where the purpose is covered by to organize, any collective bargaining agreement group or groups of employees of any Seller. There is not currently pending, with regard to any trade or of its facilities, any proceeding before the National Labor Relations Board, wherein any labor union, employees' association or similar association. organization is seeking representation of any employees of any Seller. 8.9.3 There are no representation elections, arbitration proceedings, labor strikes, work stoppages, grievances, work slowdowns or stoppageslockouts nor of any threats thereof, by or claims with respect to any of the employees of any Seller. 8.9.4 With respect to the Business, except as disclosed on Schedule 8.9.4, there exist: (i) no charges of discrimination or unfair labor practices pendinglawsuits involving alleged violations of any fair employment Law, wage payment Law, occupational safety and health Law; (ii) no pending or, to the knowledge of the Company, Subsidiary or StockholdersSeller’s Knowledge, threatened, litigation arising out of employment relationships, or other employment-related Law, whether federal, state or local; and (iii) no pending or, to Seller’s Knowledge, threatened litigation arising out of employment relationships, by any applicant, employee or former employee of any Seller or any representative of any such Person or Persons with respect to the Business. No charges or claims involving any of the facilities or employees of the Company any Seller are pending before any administrative agency, local, state or Subsidiary nor has the Company federal, and no lawsuits involving any of such facilities or Subsidiary experienced employees are pending with respect to equal employment opportunity, age discrimination, occupational safety, or any work stoppage other form of alleged employment practice or other material unfair labor difficulty during the five (5) years immediately preceding the date of this Agreementpractice. (c) 8.9.5 Each of the Company and Subsidiary Seller has complied complied, in all respects material respects, with all applicable lawsLaws, rules and regulations relating to the employment of laboremployment, including including, but without limitation limitation, those relating to wages, hours, unfair labor practicesconcerted activity, non-discrimination, occupational health and safety and the payment and withholding of social security Taxes, and similar taxes. There are no complaints against the Company Seller has no accrued Liability for any arrears of wages or Subsidiary pending or, any Taxes or penalties for failure to the knowledge comply with any of the Company, Subsidiary or Stockholder, threatened before the National Labor Relations Board or any similar state or local labor agencies, or before the Equal Employment Opportunity Commission or any similar state or local agency, by or on behalf of any employee or former employee of the Company or Subsidiaryforegoing. (d) The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not trigger any severance pay obligation under any contract or at law or any notice requirement under any federal or state plant closing law. (e) The Company has provided to Buyer a complete description of all employment policies under which the Company or Subsidiary has operated or which have been communicated to its employees. (f) Each of the Company and Subsidiary has paid in full (or made provisions for payment in full) to its employees, agents and contractors all wages, salaries, commissions, bonuses and other direct compensation for all services performed by them through the date hereof and on the Closing Date will have paid in full all such amounts through the Closing Date. ------------------------------------------------------------------------------- STOCK PURCHASE AGREEMENT -18- Neither the Company nor Subsidiary has and neither of them will have on the Closing Date, any contingent liability for sick leave, vacation time, holiday pay, severance pay or similar items not set forth on the Base Balance Sheet. (g) There has not been any citation, fine or penalty imposed or asserted against the Company or Subsidiary under any law or regulation relating to employment, immigration or occupational safety matters.

Labor and Employee Relations. (a) Except as shown on SCHEDULE 2A.13 2.17 hereto, there are no currently effective consulting or employment agreements or other material agreements with individual consultants or employees to which the Company or Subsidiary Seller is a party. Complete and accurate copies of all such written agreements have been delivered to Buyer and are attached to SCHEDULE 2A.132.17. Also shown on SCHEDULE 2A.13 2.16 are the name and rate of compensation (including all bonus compensation and name of employercompensation) of each officer, employee or agent of the Company and SubsidiarySeller. (b) None of the employees of the Company or Subsidiary Seller is covered by any collective bargaining agreement with any trade or labor union, employees' association or similar association. There are no representation elections, arbitration proceedings, labor strikes, slowdowns or stoppages, or claims of discrimination or unfair labor practices pending, or, to the knowledge of the Company, Subsidiary or StockholdersSeller, threatened, with respect to the employees of the Company or Subsidiary Seller nor has the Company or Subsidiary Seller experienced any work stoppage or other material labor difficulty during the five (5) years immediately preceding the date of this Agreement. (c) Each of the Company and Subsidiary Seller has complied in all respects with all applicable laws, rules and regulations relating to the employment of labor, including without limitation those relating to wages, hours, unfair labor practices, discrimination, and payment of social security and similar taxes. There are no complaints against the Company or Subsidiary Seller pending or, to the knowledge of the Company, Subsidiary or StockholderSeller, threatened before the National Labor Relations Board or any similar state or local labor agencies, or before the Equal Employment Opportunity Commission or any similar state or local agency, by or on behalf of any employee or former employee of the Company or SubsidiarySeller. (d) The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not trigger any severance pay obligation under any contract or at law or any notice requirement under any federal or state plant closing law. (e) The Company Seller has provided to Buyer a complete description of all employment policies under which the Company or Subsidiary Seller has operated or which have been communicated to its employees. (f) Each of the Company and Subsidiary Seller has paid in full (or made provisions for payment in full) to its employees, agents and contractors all wages, salaries, commissions, bonuses and other direct compensation for all services performed by them through the date hereof them. Seller does not have and on the Closing Date will have paid in full all such amounts through the Closing Date. ------------------------------------------------------------------------------- STOCK PURCHASE AGREEMENT -18- Neither the Company nor Subsidiary has and neither of them will not have on the Closing Date, any contingent liability for sick leave, vacation time, holiday pay, severance pay or similar items not set forth on the Base Balance Sheet. (g) There has not been any citation, fine or penalty imposed or asserted against the Company or Subsidiary Seller under any law or regulation relating to employment, immigration or occupational safety matters.

Labor and Employee Relations. (a) Except as shown on SCHEDULE 2A.13 heretoSchedule 2.15(a) of the Company Disclosure ---------------- Schedule, as of the date hereof, there are no currently effective material consulting or employment agreements or other material agreements with individual consultants or employees to which the Company or any Subsidiary is a party. Complete and accurate copies of all such written agreements are attached have been made available to SCHEDULE 2A.13Parent. Also shown on SCHEDULE 2A.13 Schedule 2.15(a) of the Company Disclosure ---------------- Schedule, as of the date hereof, are the name and rate of compensation (including all bonus compensation current salary, bonus, benefit and name of employercompensation) of each officer, officer and employee or agent of the Company and Subsidiarythe Subsidiaries, including all bonus compensation for fiscal 1997 and from January 1, 1998, through the date hereof. (b) None Except as shown on Schedule 2.15(b) of the Company Disclosure ---------------- Schedule, none of the employees of the Company or any Subsidiary is covered by any collective bargaining agreement with any trade or labor union, employees' association or similar association. There are no representation elections, arbitration proceedings, labor strikes, slowdowns or stoppages, or claims of discrimination or unfair labor practices pending, or, to the knowledge of the Company, Subsidiary or Stockholders, threatened, with respect to the employees of the Company or Subsidiary nor has the Company or Subsidiary experienced any work stoppage or other material labor difficulty during the five (5) years immediately preceding the date of this Agreement. (c) Each of the The Company and each Subsidiary has complied in all material respects with all applicable laws, rules and regulations relating to the employment of labor, including without limitation those relating to wages, hours, unfair labor practices, discrimination, and payment of social security and similar taxes. Except as set forth on Schedule 2.15(b) there are no ---------------- representation elections, arbitration proceedings, labor strikes, slowdowns or stoppages, material grievances or other general labor troubles pending, or, to the knowledge of the Company, overtly threatened, with respect to the employees of the Company or any Subsidiary. (c) There are no complaints against the Company or any Subsidiary pending or, to the knowledge of the Company, Subsidiary or Stockholder, overtly threatened before the National Labor Relations Board or any similar foreign, state or local labor agencies, or before the Equal Employment Opportunity Commission or any similar foreign, state or local agency, by or on behalf of any employee or former employee of the Company or any Subsidiary. (d) The There is no material contingent liability for severance pay, accrued vacation pay for prior years or similar items as of the date of the Base Balance Sheet not set forth on the Base Balance Sheet or on Schedule 2.15(d) of the ----------------- Company Disclosure Schedule. Except as set forth on Schedule 2.15(d), the ----------------- execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby Merger will not trigger any severance pay obligation under any contract or at law or any notice requirement under any federal or state plant closing law. (e) The Company has provided made available to Buyer Parent a complete description of all written material employment policies under which the Company or and each Subsidiary has operated or which have been communicated to its employeesoperates. (f) Each Except as disclosed on Schedule 2.15(f) of the Company Disclosure ---------------- Schedule and Subsidiary has paid except where the failure to so be in full (compliance, individually or made provisions for payment in full) to its employeesthe aggregate, agents and contractors all wageswould not have a Company Material Adverse Effect, salaries, commissions, bonuses and other direct compensation for all services performed by them through the date hereof and on the Closing Date will have paid in full all such amounts through the Closing Date. ------------------------------------------------------------------------------- STOCK PURCHASE AGREEMENT -18- Neither the Company nor and each Subsidiary has is in compliance with all Federal, foreign (as applicable), and neither of them will have on the Closing Date, any contingent liability for sick leave, vacation time, holiday pay, severance pay or similar items not set forth on the Base Balance Sheetstate worker's safety laws and requirements. (g) There Except as disclosed on Schedule 2.15(g) of the Company Disclosure ---------------- Schedule, no executive, key employee or group of employees has not been notified the Company of any citation, fine plans to terminate his or penalty imposed or asserted against her employment with the Company or any Subsidiary. (h) Except as disclosed on Schedule 2.15(h) of the Company Disclosure ---------------- Schedule, no salaried or commissioned employee has left the employment of the Company or any Subsidiary under any law or regulation relating since the date of the Base Balance Sheet, except where such departure would not be reasonably likely to employment, immigration or occupational safety mattershave a Company Material Adverse Effect.