Common use of Labor and Employee Relations Clause in Contracts

Labor and Employee Relations. Except as shown on Schedule 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 have been made available to Parent. Also shown on Schedule 2.15(a) of the Company Disclosure ---------------- Schedule, as of the date hereof, are the name and rate of compensation (including all current salary, bonus, benefit and compensation) of each officer and employee of the Company and the Subsidiaries, including all bonus compensation for fiscal 1997 and from January 1, 1998, through the date hereof. 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. The Company and each Subsidiary has complied in all material 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. 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. There are no complaints against the Company or any Subsidiary pending or, to the knowledge of the Company, 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. 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 Merger will not trigger any severance pay obligation under any contract or at law. The Company has made available to Parent a description of all written material employment policies under which the Company and each Subsidiary operates. Except as disclosed on Schedule 2.15(f) of the Company Disclosure ---------------- Schedule and except where the failure to so be in compliance, individually or in the aggregate, would not have a Company Material Adverse Effect, the Company and each Subsidiary is in compliance with all Federal, foreign (as applicable), and state worker's safety laws and requirements. Except as disclosed on Schedule 2.15(g) of the Company Disclosure ---------------- Schedule, no executive, key employee or group of employees has notified the Company of any plans to terminate his or her employment with the Company or any Subsidiary. 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 since the date of the Base Balance Sheet, except where such departure would not be reasonably likely to have a Company Material Adverse Effect.

Labor and Employee Relations. (a) Except as shown on Schedule 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 have been made available to Parent. Also shown on Schedule 2.15(a) of the Company Disclosure ---------------- Schedule, as of the date hereof, are the name and rate of compensation (including all current salary, bonus, benefit and compensation) of each officer and employee of the Company and the Subsidiaries, including all bonus compensation for fiscal 1997 and from January 1, 1998, through the date hereof. . (b) 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. The Company and each Subsidiary has complied in all material 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. 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, 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) 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 Merger will not trigger any severance pay obligation under any contract or at law. . (e) The Company has made available to Parent a description of all written material employment policies under which the Company and each Subsidiary operates. . (f) Except as disclosed on Schedule 2.15(f) of the Company Disclosure ---------------- Schedule and except where the failure to so be in compliance, individually or in the aggregate, would not have a Company Material Adverse Effect, the Company and each Subsidiary is in compliance with all Federal, foreign (as applicable), and state worker's safety laws and requirements. . (g) Except as disclosed on Schedule 2.15(g) of the Company Disclosure ---------------- Schedule, no executive, key employee or group of employees has notified the Company of any plans to terminate his or 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 since the date of the Base Balance Sheet, except where such departure would not be reasonably likely to have a Company Material Adverse Effect.

Labor and Employee Relations. (a) Except as shown on Schedule 2.15(a2.16(a) of the Company Disclosure ---------------- Schedule, as of the date hereofhereto, 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 Seller is a party. Complete and accurate copies of all such written agreements have been made available delivered by Seller to Parent. Also shown on Schedule 2.15(aBuyer. (b) of the Company Disclosure ---------------- Schedule, as of the date hereof, are the name and rate of compensation (including all current salary, bonus, benefit and compensation) of each officer and employee of the Company and the Subsidiaries, including all bonus compensation for fiscal 1997 and from January 1, 1998, through the date hereof. Except as shown on Schedule 2.15(b) of the Company Disclosure ---------------- Schedule, none None of the employees of the Company or any Subsidiary Seller is covered by any collective bargaining agreement with any trade or labor union, employees' ’ association or similar association. The Company and each Subsidiary Seller has complied in with all material 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, except where failure to comply would not have a Material Adverse Effect. Except as set forth on Schedule 2.15(b) there There are no ---------------- representation elections, arbitration proceedings, labor strikes, slowdowns or stoppages, material grievances or other general claims of discrimination or unfair labor troubles practices pending, or, to the knowledge of the CompanySeller and Shareholder, overtly threatened, with respect to the employees of the Company or any Subsidiary. Seller. (c) There are no complaints against the Company or any Subsidiary Seller pending or, to the knowledge of the CompanySeller and Shareholder, 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. Seller. (d) There is no material contingent liability or accruals for sick leave, vacation time, 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 Schedule2.16(d). Except as set forth on Schedule 2.15(d), the ----------------- The execution, delivery and performance of this Agreement and the consummation of the Merger 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. The Company . (e) There has made available not been any citation, fine or penalty imposed or asserted against Seller under any law or regulation relating to Parent employment, immigration or occupational safety matters. (f) Seller has furnished Buyer a description complete and accurate list of all written material employment policies under which employees of Seller, their date of hire and their rate of compensation as of the Company date of this Agreement (including a breakdown of the portion thereof attributable to salary, bonus and each Subsidiary operatesother 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 Schedule 2.15(f) 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 Company Disclosure ---------------- Schedule and except where the failure to so be in compliance, individually or in the aggregate, would not have a Company Material Adverse Effect, the Company and each Subsidiary is in compliance with all Federal, foreign (as applicable), and state worker's safety laws and requirements. Except as disclosed on Schedule 2.15(g) of the Company Disclosure ---------------- Schedule, no executive, key employee or group of employees has notified the Company of any plans to terminate his or her employment with the Company or any Subsidiary. 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 since the date of the Base Balance Sheet, except where such departure would not be reasonably likely to have a Company Material Adverse EffectClosing Date.

Labor and Employee Relations. (a) Except as shown on Schedule 2.15(a) of the Company Disclosure ---------------- Schedule, as of the date hereof, there are no currently effective material written 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 have been delivered or made available to Parent. Also shown on Schedule 2.15(a) of the Company Disclosure ---------------- Schedule, as of the date hereof, Schedule are the name and rate of compensation (including all current salary, bonus, benefit and compensation) of each officer and employee of the Company and the SubsidiariesCompany, including all bonus compensation for fiscal 1997 and from January 1, 1998, through the date hereof. Except as shown on Schedule 2.15(bcompensation. (b) of the Company Disclosure ---------------- Schedule, none 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. The Company and each Subsidiary has complied in all material 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. Except as set forth on Schedule 2.15(b) there 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. There Company. (c) Except as set forth on Schedule 2.15(c), there are no complaints against the Company or any Subsidiary pending or, to the knowledge of the Company, 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. Company. (d) 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 Merger transactions contemplated hereby will not trigger any severance pay obligation under any contract or to the Company's knowledge, assuming the Surviving Corporation does not terminate employees, at law. . (e) The Company has provided or made available to Parent a description of all written and other material employment policies under which the Company and each Subsidiary operates. . (f) Except as disclosed on Schedule 2.15(f) of the Company Disclosure ---------------- Schedule and except where the failure to so be in compliance, individually or in the aggregate, would not have a Company Material Adverse Effect, the Company and each Subsidiary is in compliance with all Federal, foreign (as applicable), and state worker's safety laws and requirements. . (g) Except as disclosed on Schedule 2.15(g) of the Company Disclosure ---------------- Schedule, to the knowledge of the Company, no executive, key employee or group of employees has notified the Company of any plans to terminate his or her employment with the Company or any Subsidiary. Except as disclosed on Schedule 2.15(hCompany. (h) of the Company Disclosure ---------------- Schedule, no No salaried or commissioned employee has left the employment of the Company or any Subsidiary since the date of the Base Balance Sheet, except where such departure would not be reasonably likely to have a Company Material Adverse Effect.

Labor and Employee Relations. (a) Except as shown on Schedule 2.15(a2.16(a) of the Company Seller Disclosure ---------------- Schedule, as of the date hereofLetter, 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 Seller is a party. Complete and accurate copies of all such written agreements have been made available delivered by Seller to Parent. Also shown on Schedule 2.15(aBuyer. (b) of the Company Disclosure ---------------- Schedule, as of the date hereof, are the name and rate of compensation (including all current salary, bonus, benefit and compensation) of each officer and employee of the Company and the Subsidiaries, including all bonus compensation for fiscal 1997 and from January 1, 1998, through the date hereof. Except as shown on Schedule 2.15(b) of the Company Disclosure ---------------- Schedule, none None of the employees of the Company or any Subsidiary Seller is covered by any collective bargaining agreement with any trade or labor union, employees' ’ association or similar association. The Company and each Subsidiary Seller has complied in with all material 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, except where failure to comply would not have a Material Adverse Effect. Except as set forth on Schedule 2.15(b) there There are no ---------------- representation elections, arbitration proceedings, labor strikes, slowdowns or stoppages, material grievances or other general claims of discrimination or unfair labor troubles practices pending, or, to the knowledge of the CompanySeller and Shareholder, overtly threatened, with respect to the employees of the Company or any Subsidiary. Seller. (c) There are no complaints against the Company or any Subsidiary Seller pending or, to the knowledge of the CompanySeller and Shareholder, 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. Seller. (d) There is no material contingent liability or accruals for sick leave, vacation time, 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(d2.16(d) of the ----------------- Company Seller Disclosure ScheduleLetter. Except as set forth on Schedule 2.15(d), the ----------------- The execution, delivery and performance of this Agreement and the consummation of the Merger 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. The Company . (e) There has made available not been any citation, fine or penalty imposed or asserted against Seller under any law or regulation relating to Parent employment, immigration or occupational safety matters. (f) Seller has furnished Buyer a description complete and accurate list of all written material employment policies under which employees of Seller, their date of hire and their rate of compensation as of the Company date of this Agreement (including a breakdown of the portion thereof attributable to salary, bonus and each Subsidiary operatesother 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 Schedule 2.15(f) 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 Company Disclosure ---------------- Schedule and except where the failure to so be in compliance, individually or in the aggregate, would not have a Company Material Adverse Effect, the Company and each Subsidiary is in compliance with all Federal, foreign (as applicable), and state worker's safety laws and requirements. Except as disclosed on Schedule 2.15(g) of the Company Disclosure ---------------- Schedule, no executive, key employee or group of employees has notified the Company of any plans to terminate his or her employment with the Company or any Subsidiary. 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 since the date of the Base Balance Sheet, except where such departure would not be reasonably likely to have a Company Material Adverse EffectClosing Date.