Common use of Labor and Employee Relations Clause in Contracts

Labor and Employee Relations. Agents (a) Except as shown on 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 Private Company or any is a party. Complete and accurate copies of all such written agreements have been delivered to Purchaser and are attached to Schedule 2.16. Also shown on Schedule 2.16(a) are the name and rate of compensation (including all salary, bonus, benefit and compensation) of each officer, employee or agent of the Private Company. (b) Except as shown on Schedule 2.16(b), none of the employees of the Private Company is covered by any collective bargaining agreement with any trade or labor union, employees' association or similar association. The Private Company has complied in all respects with 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 to the knowledge of the Selling Shareholders, overtly threatened, with respect to the employees of the Private Company. (c) There are no complaints against the Private Company pending or, to the knowledge of the Selling Shareholders, 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 or former employee of the Private Company. (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(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. (e) The Selling Shareholders have provided to the Purchaser a complete description of all employment policies under which the Private Company has operated or which has been communicated to its employees. (f) Set forth on Schedule 2.16

Labor and Employee Relations. Agents (a) Except as shown on Schedule 2.16(a) 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 Private Company or any Subsidiary is a party. Complete and accurate copies of all such written agreements have been delivered to Purchaser and are attached to Schedule 2.16SCHEDULE 2A.13. Also shown on Schedule 2.16(a) SCHEDULE 2A.13 are the name and rate of compensation (including all salary, bonus, benefit bonus compensation and compensationname of employer) of each officer, employee or agent of the Private CompanyCompany and Subsidiary. (b) Except as shown on Schedule 2.16(b), none None of the employees of the Private Company or Subsidiary is covered by any collective bargaining agreement with any trade or labor union, employees' association or similar association. The Private 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 representation elections, arbitration proceedings, labor strikes, slowdowns or stoppages, material grievances or other labor troubles pending, or to the knowledge of the Selling Shareholders, overtly threatened, with respect to the employees of the Private Company. (c) There are no complaints against the Private Company or Subsidiary pending or, to the knowledge of the Selling ShareholdersCompany, overtly 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 Private CompanyCompany or 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(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 Selling Shareholders have Company has provided to the Purchaser Buyer a complete description of all employment policies under which the Private Company or Subsidiary has operated or which has have been communicated to its employees. (f) Set 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 Schedule 2.16the 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. Agents (a) Except as shown on Schedule 2.16(a) SCHEDULE 2.17 hereto, there are no currently effective consulting or employment agreements or other material agreements with individual consultants or employees to which the Private Company or any Seller is a party. Complete and accurate copies of all such written agreements have been delivered to Purchaser Buyer and are attached to Schedule 2.16SCHEDULE 2.17. Also shown on Schedule 2.16(a) SCHEDULE 2.16 are the name and rate of compensation (including all salary, bonus, benefit and bonus compensation) of each officer, employee or agent of the Private CompanySeller. (b) Except as shown on Schedule 2.16(b), none None of the employees of the Private Company Seller is covered by any collective bargaining agreement with any trade or labor union, employees' association or similar association. The Private Company 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, threatened, with respect to the employees of Seller nor has Seller experienced any work stoppage or other material labor difficulty during the five (5) years immediately preceding the date of this Agreement. (c) Seller has complied in all respects with 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 to the knowledge of the Selling Shareholders, overtly threatened, with respect to the employees of the Private Company. (c) There are no complaints against the Private Company Seller pending or, to the knowledge of the Selling ShareholdersSeller, 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 or former employee of the Private CompanySeller. (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(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 Selling Shareholders have Seller has provided to the Purchaser Buyer a complete description of all employment policies under which the Private Company Seller has operated or which has have been communicated to its employees. (f) Set 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. Seller does not have and 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 2.16the Base Balance Sheet. (g) There has not been any citation, fine or penalty imposed or asserted against Seller under any law or regulation relating to employment, immigration or occupational safety matters.

Labor and Employee Relations. Agents (ai) Except as shown on Schedule 2.16(a) 4.12 or Schedule 4.13 hereto, there are no currently effective consulting or employment agreements or other material agreements Contracts currently in effect with respect to the individual employees or consultants or employees to of the Business, other than oral employment arrangements entered into in the ordinary course of business which are terminable at will by the Private Company or any is a partySeller. Complete True, correct and accurate complete copies of all such written agreements have been delivered to Purchaser and are attached to Schedule 2.16. Also Contracts shown on Schedule 2.16(a4.13 have been made available electronically to the Buyer. Schedule 4.13 sets forth (A) are a true and correct list of the name name, title or position, current annual salary or wage rate and rate the most recent annual bonus of each employee of the Seller with an annual compensation of $100,000 or more and (B) any other form of compensation (including all other than salary, bonus, benefit bonuses or customary benefits) paid or payable to such employee for the current and compensation) of each officer, employee or agent of the Private Companyprior fiscal year. (bii) Except as shown on Schedule 2.16(b), none None of the employees of the Private Company Seller is covered by any collective bargaining agreement with any trade or labor union, employees' ’ association or similar association. Except as noted on Schedule 4.13 hereto, there are no representation elections, arbitration proceedings, labor strikes or grievances pending, or, to the knowledge of the Seller, overtly threatened, with respect to the employees of the Seller. (iii) The Private Company Seller has complied in all respects with applicable laws, rules and regulations Laws relating to the employment of laborits personnel, including without limitation those relating to wages, hours, unfair labor practices, discrimination, safety and health, workers’ compensation and payment of social security and similar taxes, except for when such noncompliance would not have a Material Adverse Effect. There are no representation electionscomplaints, arbitration proceedingscharges or claims against the Seller pending and the Seller has not received any written notice of such claim to be brought or filed with any Governmental Authority based on, labor strikesarising out of, slowdowns or stoppages, material grievances or other labor troubles pendingin connection with, or otherwise relating to the knowledge employment or termination of employment by the Selling ShareholdersSeller of any individual. (iv) Prior to the Closing Date, overtly threatenedthere has been no mass layoff or plant closing, as defined by the Worker Adjustment and Retraining Notification Act or any similar state or local “plant closing” Law, with respect to the employees of the Private CompanySeller. (c) There are no complaints against the Private Company pending or, to the knowledge of the Selling Shareholders, 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 or former employee of the Private Company. (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(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. (e) The Selling Shareholders have provided to the Purchaser a complete description of all employment policies under which the Private Company has operated or which has been communicated to its employees. (f) Set forth on Schedule 2.16

Labor and Employee Relations. Agents (a) Except as shown on Schedule 2.16(a) 2.16 hereto, there are no currently effective consulting or employment agreements or other material agreements with individual consultants or employees to which the Private Company Seller or any Subsidiary is a partyparty or by which they are bound. Complete and accurate copies of all such written agreements have been delivered to Purchaser and are attached to Schedule 2.16Buyer. Also shown on Schedule 2.16(a) 2.16 are the name and rate of compensation (including all salary, bonus, benefit and bonus compensation) of each officer, employee or agent of the Private CompanySeller or any Subsidiary. (b) Except as shown on Schedule 2.16(b)2.16, none of the employees of the Private Company Seller or any Subsidiary is covered by any collective bargaining agreement with any trade or labor union, employees' association or similar association. The Private Company Each of Seller and the Subsidiaries has complied in all respects with 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, pending or to the knowledge of the Selling Shareholders, overtly threatened, with respect to the employees of the Private CompanySeller or any Subsidiary. (c) There are no complaints against the Private Company Seller or any Subsidiary pending or, to the knowledge of the Selling Shareholders, or 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 Private Companyany 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(d)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. (e) The Selling Shareholders have Seller has provided to the Purchaser Buyer a complete description of all employment policies under which the Private Company Seller or any Subsidiary has operated or which has been communicated to its their employees. (f) Set forth on Schedule 2.16