Common use of Labor and Other Employment Matters Clause in Contracts

Labor and Other Employment Matters. (a) Schedule 4.11(a) of the Company Disclosure Schedule sets forth a complete and accurate list (giving name, job title, credited service and current annual compensation (including a separate statement of base salary, bonus and benefits for each individual)) of each current Company Business Employee and Company Independent Contractor and his or her current employer. Each current Company Business Employee is in good standing with his or her respective employer. The Company has not, at any time within the past five (5) years, been delinquent in payments to any Company Business Employees or Company Business Independent Contractors for any wages, salaries, commissions, bonuses or other direct compensation for any services performed for it or amounts required to be reimbursed to such employee. The Company is and has always been in compliance with all Applicable Law respecting labor, employment, immigration, fair employment practices, terms and conditions of employment, workers’ compensation, occupational safety, plant closings, wages and hours. The Company has withheld all amounts required by Applicable Law or by agreement to be withheld from the wages, salaries, and other payments to employees; and the Company is not nor has ever been liable for any arrears of wages or any penalty for failure to comply with any of the foregoing. The Company is not nor has ever been liable for any payment to any trust or other fund or to any Governmental Authority, with respect to unemployment compensation benefits, social security or other benefits or obligations for employees (other than routine payments to be made in the ordinary course of business and consistent with past practice). (b) There are no pending claims against the Company under any workers’ compensation plan or policy or for long-term disability. There are no controversies pending or, to the Knowledge of the Company, threatened, between the Company and any Company Business Employees or Company Business Independent Contractors, which controversies have or could reasonably be expected to result in an action, suit, proceeding, claim, arbitration or investigation before any Governmental Authority. (c) To the Knowledge of the Company, no Company Business Employees or Company Business Independent Contractors are or have ever been in violation of any term of any employment contract, consulting contract, non-disclosure agreement, noncompetition agreement, or any restrictive covenant to a former employer relating to the right of any such employee to be employed by the Company because of the nature of the business conducted by the Company or presently proposed by the Company to be conducted or to the use of trade secrets or proprietary information of others. To the Knowledge of the Company, no Company Business Employees or Company Business Independent Contractors are or have ever been in violation of any term of any employment contract, consulting contract, non-disclosure agreement, noncompetition agreement, or any restrictive covenant relating to the Company Business. (d) No current Company Business Employees or Company Business Independent Contractors have given notice to the Company, and the Company has no Knowledge, that any such Person intends to terminate his or her employment with the Company. The Company is in compliance with all laws concerning the classification of employees and independent contractors and has properly classified all such Persons for purposes of participation in the Benefit Plans.

Labor and Other Employment Matters. (a) Schedule 4.11(a) of No work stoppage or labor strike against the Company Disclosure Schedule sets forth or any Company Subsidiary by employees is pending or, to the Company's knowledge, threatened which would have a complete and accurate list (giving name, job title, credited service and current annual compensation (including a separate statement of base salary, bonus and benefits for each individual)) of each current Company Business Employee and Material Adverse Effect. Neither the Company Independent Contractor and his or her current employer. Each current nor any Company Business Employee Subsidiary is in good standing with his or her respective employer. The Company has not, at any time within the past five (5) years, been delinquent in payments to any Company Business Employees or Company Business Independent Contractors of its employees for any wages, salaries, commissions, bonuses or other direct compensation for any services performed for it or amounts required to be reimbursed to such employeeemployees. The Company and each Company Subsidiary is and has always been in compliance in all material respects with all Applicable Law applicable Laws respecting labor, employment, immigration, fair employment practices, terms and conditions of employment, workers’ ' compensation, occupational safety, plant closings, and wages and hours. The Company and each Company Subsidiary has withheld all amounts required by Applicable applicable Law or by agreement to be withheld from the wages, salaries, and other payments to employees; and the Company is not nor has ever been liable for any arrears of wages or any Taxes or any penalty for failure to comply with any of the foregoing. The Neither the Company nor any Company Subsidiary is not nor has ever been liable for any payment to any trust or other fund or to any Governmental Authorityliable, with respect to unemployment compensation benefits, social security or other benefits or obligations for employees (employees, for any payment to any trust or other than routine payments fund or to be made any Governmental Entity. Except as set forth in Section 3.12(a) of the ordinary course of business and consistent with past practice). (b) There Company Disclosure Letter, there are no material pending claims against the Company or any Company Subsidiary under any workers’ ' compensation plan or policy or for long-long term disability. There As of the date of this Agreement, there are no material controversies pending or, to the Knowledge knowledge of the Company, threatened, between the Company or any Company Subsidiary and any Company Business Employees of their respective current or Company Business Independent Contractorsformer employees, which controversies have or could reasonably be expected to result in an action, suit, proceeding, claim, arbitration or investigation before any Governmental Authority. (c) Entity. To the Knowledge Company's knowledge, no employees of the Company, no Company Business Employees or any Company Business Independent Contractors Subsidiary are or have ever been in any material respect in violation of any term of any employment contract, consulting contract, non-disclosure agreement, noncompetition agreementagreement with, or any restrictive covenant to to, a former employer relating to the right of any such employee to be employed by the Company or any Company Subsidiary because of the nature of the business conducted or presently proposed to be conducted by the Company or presently proposed by the such Company to be conducted Subsidiary or to the use of trade secrets or proprietary information of others. To the Knowledge As of the Companydate of this Agreement, no employee of the Company Business Employees or Company Business Independent Contractors are or have ever been in violation of any term of any employment contract, consulting contract, non-disclosure agreement, noncompetition agreement, or any restrictive covenant relating to Company Subsidiary, at the Company Business. (d) No current Company Business Employees officer level or Company Business Independent Contractors have above, has given notice to the CompanyCompany or any Company Subsidiary, and nor does any of the Company has no KnowledgeCompany's Executive Vice Presidents have knowledge, that any such Person employee intends to terminate his or her employment with the Company or any Company Subsidiary. (b) Neither the Company nor any Company Subsidiary is a party to or otherwise bound by any collective bargaining Contract with a labor union or labor organization, nor is any such Contract presently being negotiated, nor is there, nor has there been in the last three years, a representation question respecting any of the employees of the Company or any Company Subsidiary, and, to the knowledge of the Company. , there are no campaigns being conducted to solicit cards from employees of the Company or any Company Subsidiary to authorize representation by any labor organization. (c) The Company has identified in Section 3.12(c) of the Company Disclosure Letter and has made available to Parent true and complete copies of all (i) severance and consulting agreements with consultants to the Company or any Company Subsidiary entered into within the last three years which agreements remain in effect or pursuant to which the Company has continuing obligations, but excluding offer letters for "at will" employment (subject to severance and similar terms or policies disclosed in Section 3.11(a) of the Company Disclosure Letter) and (ii) all plans, programs, Contracts and arrangements of each of the Company or any Company Subsidiary with or relating to its directors, officers, employees or consultants which contain change in control provisions. Except as set forth in Section 3.12(c) of the Company Disclosure Letter, neither the execution and delivery of this Agreement or other related agreements, nor the consummation of the transactions contemplated hereby or thereby will (either alone or in conjunction with any other event, such as termination of employment) (i) result in any payment (including severance, unemployment compensation, parachute or otherwise) becoming due to any director or any employee of the Company or any Company Subsidiary or Affiliate from the Company or any Company Subsidiary or Affiliate under any Company Benefit Plan or otherwise, (ii) significantly increase any benefits otherwise payable under any Company Benefit Plan or (iii) result in any acceleration of the time of payment or vesting of any benefits, other than acceleration of the vesting of Company Options as provided in Section 2.5, and payments or benefits that become payable, that are increased or that are accelerated in the time of payment or vesting of benefits pursuant to agreements made after the date hereof, but only to the extent the making of such agreement is permitted by Section 5.1 hereof. No individual who is a party to a consulting or employment agreement listed in compliance Section 3.12(c) of the Company Disclosure Letter, Section 3.11(a) of the Company Disclosure Letter or any agreement incorporating change in control provisions with the Company or any Company Subsidiary has terminated employment or been terminated, nor has a constructive termination occurred, in either case under circumstances that has given, or could reasonably be expected to give, rise to a severance obligation on the part of the Company or any Company Subsidiary under such agreement. Section 3.12(c) of the Company Disclosure Letter sets forth a true and complete list as of the date of this Agreement of (i) the names, titles, annual salaries and other compensation, rights and benefits of all laws concerning officers of the classification Company and all other employees of the Company or any Company Subsidiary whose annual compensation exceeds $75,000 and (ii) the names, titles, hourly wage, rights and benefits for any non-exempt employees and of the Company or any Company Subsidiary. (d) There are no pending or, to the Company's knowledge, threatened claims (other than claims for benefits in the ordinary course), lawsuits or arbitrations which have been asserted or instituted against the Company Benefit Plans, any fiduciaries thereof with respect to their duties to the Company Benefit Plans or the assets of any of the trusts under any of the Company Benefit Plans which could reasonably be expected to result in any material liability of the Company or any Company Subsidiary to the PBGC, the United States Department of Treasury, the DOL or any multiemployer plan. (e) All independent contractors and has are properly classified all such Persons as independent contractors for purposes of participation federal and applicable state Tax Laws. In the event that any individual is classified by the Company or any Company Subsidiary as a non - employee (such as an independent contractor, a leased employee, a consultant or special consultant) and is later reclassified as an employee upon governmental or judicial review, notwithstanding such reclassification, no such individual shall be eligible to participate in any Company Benefit Plan, except where such eligibility will not, individually or in the Benefit Plansaggregate, have a Company Material Adverse Effect.

Labor and Other Employment Matters. (a) Schedule 4.11(a) Section 4.10.1 Section 4.10.1 of the Company Disclosure Schedule sets forth a complete and accurate list (giving name, job title, credited service and service, current annual compensation (including a separate statement of base salary, bonus and benefits for each individual)) of each current Company Business Employee and Employee. Neither the Company Independent Contractor and his nor any of its Subsidiaries is or her current employer. Each current Company Business Employee is in good standing with his or her respective employer. The Company has not, at any time within the past five (5) years, ever been delinquent in payments to any Company Business Employees or Company Business Independent Contractors for any wages, salaries, commissions, bonuses or other direct compensation for any services performed for it or amounts required to be reimbursed to such employee. The Company is and has each of its Subsidiaries are and have always been in compliance in all material respects with all Applicable Law respecting labor, employment, immigration, fair employment practices, terms and conditions of employment, workers’ compensation, occupational safety, plant closings, wages and hours. The Company and each of its Subsidiaries has withheld all amounts required by Applicable Law or by agreement to be withheld from the wages, salaries, and other payments to employees; and neither the Company nor any of its Subsidiaries is not nor or has ever been liable for any arrears of wages or any penalty for failure to comply with any of the foregoing. The Neither the Company nor any of its Subsidiaries is not nor or has ever been liable for any payment to any trust or other fund or to any Governmental Authority, with respect to unemployment compensation benefits, social security or other benefits or obligations for employees (other than routine payments to be made in the ordinary course of business and consistent with past practice). (b) Section 4.10.2 There are no pending claims against the Company or any of its Subsidiaries under any workers’ compensation plan or policy or for long-term disability. Neither the Company nor any of its Subsidiaries is bound by or subject to (and none of their respective assets or properties are bound by or subject to) any written or oral, express or implied, contract, commitment or arrangement with any labor union, and no labor union has requested or, to the Knowledge of the Company, has sought to represent any of the employees, representatives or agents of the Company or any of its Subsidiaries. There is no strike or other labor dispute involving the Company or any of its Subsidiaries pending or, to the Knowledge of the Company, threatened. The Company has not, during the three-year period prior to the date of this Agreement, received any demand letters, suits, drafts of suits, or administrative claims of or from any of its employees. There are no controversies pending or, to the Knowledge of the Company, threatened, between the Company or any of its Subsidiaries and any Company Business Employees or Company Business Independent Contractors, which controversies have or could reasonably be expected to result in an action, suit, proceeding, claim, arbitration or investigation before any Governmental Authority. (c) Section 4.10.3 To the Knowledge of the Company, no Company Business Employees or Company Business Independent Contractors are or have ever been in violation of any term of any employment contract, consulting contract, non-disclosure agreement, noncompetition agreement, agreement or any restrictive covenant to a former employer relating to the right of any such employee to be employed by the Company or any of its Subsidiaries because of the nature of the business conducted or presently proposed to be conducted by the Company or presently proposed by the Company to be conducted any of its Subsidiaries or to the use by the Company or any of its Subsidiaries of trade secrets or proprietary information of others. To the Knowledge of the Company, no Company Business Employees or Company Business Independent Contractors are or have ever been in violation of any term of any employment contract, consulting contract, non-disclosure agreement, noncompetition agreement, or any restrictive covenant relating to the Company Business. (d) No current Company Business Employees or Company Business Independent Contractors have given notice to the Company, and the Company has no Knowledge, that any such Person intends to terminate his or her employment with the Company. The Company is in compliance with all laws concerning the classification of employees and independent contractors and has properly classified all such Persons for purposes of participation in the Benefit Plans.

Labor and Other Employment Matters. (a) Schedule 4.11(aSection 4.10(a) of the Company Disclosure Schedule sets forth a complete and accurate list (giving name, job title, credited service and service, current annual compensation (including a separate statement of base salary, bonus and benefits for each individual)) of each current Company Business Employee and current Company Independent Contractor and his designates which member of the Combined Company employs or her retains each current employerCompany Employee and current Company Independent Contractor. Each current Company Business Employee is in good standing with his or her respective employer. The Company has not, an "at will" employee (whose employment may be terminated at any time within by the past five (5relevant member of the Combined Company or such employee) yearsand has the right to work for the Company, and none of the Company Employees is in the final stages of any disciplinary process. Each of the Company Independent Contractors may be terminated on 30 days' notice. None of the members of the Combined Company is or has ever been delinquent in payments to any Company Business Employees or Company Business Independent Contractors or other Company Persons (other than professional advisers) for any wages, salaries, commissions, bonuses or other direct compensation for any services performed for it or amounts required to be reimbursed to such employee. The members of the Combined Company is are and has have always been in compliance with all Applicable Law respecting labor, employment, immigration, fair employment practices, terms and conditions of employment, workers’ ' compensation, occupational safety, plant closings, wages and hourshours and any other Law applicable to any of the Company Employees, Company Independent Contractors or other Company Persons. The Each member of the Combined Company has withheld all amounts required by Applicable Law or by agreement to be withheld from the wages, salaries, and other payments to employees; , and no member of the Combined Company is not nor or has ever been liable for any arrears of wages or any Taxes or any penalty for failure to comply with any of the foregoing. The No member of the Combined Company is not nor or has ever been liable for any payment to any trust or other fund or to any Governmental Authority, Authority with respect to unemployment compensation benefits, social security or other benefits or obligations for employees (other than routine payments to be made in the ordinary course of business and consistent with past practice). (b) There are no pending claims against the Combined Company under any Benefit Plan or Foreign Benefit Plan or under any workers’ ' compensation plan or policy or for long-term disabilitydisability (other than regular claims for benefits in accordance with such Plans and policies). There are no controversies pending or, to the Knowledge of the CompanyCompany Group, threatened, threatened between the Combined Company and any Company Business Employees Employee or Company Business Independent ContractorsContractor, which controversies have or could reasonably be expected to result in an action, suit, proceeding, claim, arbitration or investigation before any Governmental Authority. (c) To the Knowledge of the CompanyCompany Group, no Company Business Employees Employee, Company Independent Contractor or any other Company Business Independent Contractors are Person is or have has ever been in violation of any term of any employment contract, consulting contractContract, non-disclosure agreement, noncompetition agreement, or any restrictive covenant to a former employer relating (i) to the right of any such employee Person to be employed or retained by the Combined Company because of the nature of the business conducted by the Company or presently proposed by the Company to be conducted by the Combined Company or (ii) to the use by or for the benefit of trade secrets any member of the Combined Company of Trade Secrets, Intellectual Property or confidential proprietary information of others. To the Knowledge of the CompanyNo Company Employee, no Company Business Employees Independent Contractor or any other Company Business Independent Contractors are Person is or have has ever been in violation of any term of any employment contract, consulting contractContract, non-disclosure agreement, noncompetition agreement, agreement or any restrictive covenant relating to the Company Business, except for such violations which have been cured prior to the date of this Agreement. (d) No As of the date of this Agreement, no current Company Business Employees Employee or Company Business Independent Contractors have Contractor has given notice to the Combined Company, and nor does the Company has no Group otherwise have any Knowledge, that any such Person intends to terminate his or her employment or independent contractor relationship with the Combined Company. The Combined Company is in compliance with all laws Laws concerning the classification of employees and independent contractors and has properly classified all such Persons persons for purposes of participation in the Benefit Plans., Foreign Benefit Plans and Relevant

Labor and Other Employment Matters. (a) Section 4.10.1 Schedule 4.11(a) 4.10.1 of the Company Disclosure Schedule sets forth a complete and accurate list (giving name, job title, credited service and service, current annual compensation (including a separate statement of base salary, bonus and benefits for each individual)) of each current Company Business Employee and Company Independent Contractor and his or her current employer. Each current Neither the Company Business Employee nor any of its Subsidiaries is in good standing with his or her respective employer. The Company has not, at any time within the past five (5) years, ever been delinquent in payments to any Company Business Employees or Company Business Independent Contractors for any wages, salaries, commissions, bonuses or other direct compensation for any services performed for it or amounts required to be reimbursed to such employee. The Company is and has each of its Subsidiaries are and have always been in compliance in all material respects with all Applicable Law respecting labor, employment, immigration, fair employment practices, terms and conditions of employment, workers’ compensation, occupational safety, plant closings, wages and hours. The Company and each of its Subsidiaries has withheld all amounts required by Applicable Law or by agreement to be withheld from the wages, salaries, and other payments to employees; and neither the Company nor any of its Subsidiaries is not nor or has ever been liable for any arrears of wages or any penalty for failure to comply with any of the foregoing. The Neither the Company nor any of its Subsidiaries is not nor or has ever been liable for any payment to any trust or other fund or to any Governmental Authority, with respect to unemployment compensation benefits, social security or other benefits or obligations for employees (other than routine payments to be made in the ordinary course of business and consistent with past practice). (b) Section 4.10.2 There are no pending claims against the Company or any of its Subsidiaries under any workers’ compensation plan or policy or for long-term disability. Neither the Company nor any of its Subsidiaries is bound by or subject to (and none of their respective assets or properties are bound by or subject to) any written or oral, express or implied, contract, commitment or arrangement with any labor union, and no labor union has requested or, to the Knowledge of the Company, has sought to represent any of the employees, representatives or agents of the Company or any of its Subsidiaries. There is no strike or other labor dispute involving the Company or any of its Subsidiaries pending or, to the Knowledge of the Company, threatened. The Company has not, during the three year period prior to the date of this Agreement, received any demand letters, civil rights charges, suits, drafts of suits, or administrative claims of or from any of its employees. There are no controversies pending or, to the Knowledge of the Company, threatened, between the Company or any of its Subsidiaries and any Company Business Employees or Company Business Independent Contractors, which controversies have or could reasonably be expected to result in an action, suit, proceeding, claim, arbitration or investigation before any Governmental Authority. (c) . Section 4.10.3 To the Knowledge of the Company, no Company Business Employees or Company Business Independent Contractors are or have ever been in violation of any term of any employment contract, consulting contract, non-disclosure agreement, noncompetition agreement, or any restrictive covenant to a former employer relating to the right of any such employee to be employed by the Company or any of its Subsidiaries because of the nature of the business conducted or presently proposed to be conducted by the Company or presently proposed by the Company to be conducted any of its Subsidiaries or to the use by the Company or any of its Subsidiaries of trade secrets or proprietary information of others. To the Knowledge of the Company, no Company Business Employees or Company Business Independent Contractors are or have ever been in violation of any term of any employment contract, consulting contract, non-disclosure agreement, noncompetition agreement, or any restrictive covenant relating to the Company Business. (d) . Section 4.10.4 No current Company Business Employees or Company Business Independent Contractors have given notice to the CompanyCompany or any of its Subsidiaries, and nor is the Company has no Knowledgeor any of its Subsidiaries otherwise aware, that any such Person intends to terminate his or her employment with the CompanyCompany or any of its Subsidiaries. The Company and each of its Subsidiaries is in compliance with all laws Laws concerning the classification of employees and independent contractors and has properly classified all such Persons for purposes of participation in the Benefit Employee Plans.

Labor and Other Employment Matters. (a) Schedule 4.11(aEach of SGF and FSE is in material compliance with all applicable Laws respecting labor, employment, fair employment practices, terms and conditions of employment, workers’ compensation, occupational safety, plant closings, and wages and hours. None of SGF or FSE is liable for any payment to any trust or other fund or to any Governmental Entity, with respect to unemployment compensation benefits, social security or other governmentally mandated benefits or obligations for employees (other than routine payments to be made in the normal course of business and consistent with past practice). Except as set forth in Section 2.15(a) of the Company Seller Disclosure Schedule sets forth Schedule, none of SGF nor FSE is a complete party to any collective bargaining or other labor union contract, agreement or other instrument applicable to Persons employed by SGF or FSE, and accurate list (giving nameno collective bargaining agreement or other labor union contract, job titleagreement or other instrument is being negotiated by SGF or FSE. There is no labor dispute, credited service strike, slowdown or work stoppage against SGF or FSE pending or, to the knowledge of Seller, threatened which may interfere in any material respect with the respective business activities of SGF or FSE. To the knowledge of Seller, no labor union or similar organization has otherwise been certified to represent any Persons employed by SGF or FSE or has applied to represent such employees or is attempting to organize so as to represent such employees. Neither SGF or FSE has committed any unfair labor practices in connection with the operation of their respective businesses, and current annual compensation (including a separate statement there is no charge or complaint against SGF or FSE by the National Labor Relations Board or any comparable state or foreign agency pending or, to the knowledge of base salarySeller, bonus and benefits for each individual)) of each current Company Business Employee and Company Independent Contractor and his threatened, except where such unfair labor practice, charge or her current employer. Each current Company Business Employee is in good standing with his or her respective employer. The Company has complaint would not, at any time within individually or in the past five (5) yearsaggregate, been be reasonably likely to have a Material Adverse Effect. Neither SGF nor FSE is delinquent in payments to any Company Business Employees or Company Business Independent Contractors of its employees for any wages, salaries, commissions, bonuses or other direct compensation for any services performed for it or amounts required to be reimbursed to such employeeemployees. The Company is Each of SGF and has always been in compliance with all Applicable Law respecting labor, employment, immigration, fair employment practices, terms and conditions of employment, workers’ compensation, occupational safety, plant closings, wages and hours. The Company FSE has withheld all amounts required by Applicable Law or by agreement to be withheld from the wages, salaries, and other payments to employees; , and the Company is not nor has ever been liable for any arrears of wages or any Taxes or any penalty for failure to comply with any of the foregoing. The Company is not nor has ever been liable for any payment to any trust or other fund or to any Governmental Authority, with respect to unemployment compensation benefits, social security or other benefits or obligations for employees (other than routine payments to be made in the ordinary course of business and consistent with past practice). (b) There are no material pending claims against the Company SGF or FSE under any workers’ compensation plan or policy or for long-long term disability. There Except as set forth in Section 2.15(a) of the Seller Disclosure Schedule, there are no material controversies pending or, to the Knowledge knowledge of the CompanySeller, threatened, between the Company either SGF or FSE and any Company Business Employees of their current or Company Business Independent Contractorsformer employees, which controversies have or could reasonably be expected to result in an action, suit, proceeding, claim, arbitration or investigation before any Governmental Authority. (c) Entity. To the Knowledge of the CompanySeller’s knowledge, no Company Business Employees employee of SGF or Company Business Independent Contractors are or have ever been FSE is in any material respect in violation of any term of any employment contract, consulting contractagreement or other instrument, non-disclosure agreement, noncompetition agreement, or any restrictive covenant to a former employer relating to the right of any such employee to be employed by the Company SGF or FSE because of the nature of the business conducted by the Company or presently proposed by the Company to be conducted by it or to the use of trade secrets or proprietary information of others. To the Knowledge No key employee of the Company, no Company Business Employees SGF or Company Business Independent Contractors are or have ever been in violation of any term of any employment contract, consulting contract, non-disclosure agreement, noncompetition agreement, or any restrictive covenant relating to the Company Business. (d) No current Company Business Employees or Company Business Independent Contractors have FSE has given notice to the Company, and the Company has no Knowledge, that any such Person employee intends to terminate his or her employment with the Company. SGF or FSE. (b) The Company is has identified in compliance with all laws concerning Section 2.l5(b) of the classification of employees and independent contractors Seller Disclosure Schedule and has properly classified made available to Purchaser true and complete copies as in effect as of the date of this Agreement of (i) all severance and employment agreements with directors, officers or employees of or consultants to SGF or FSE; (ii) all severance programs and policies of SGF and FSE with or relating to its employees; and (iii) all plans, programs, agreements and other arrangements of SGF and FSE with or relating to its directors, officers, employees or consultants which contain change in control provisions. Except as set forth in Section 2.l5(b) of the Seller Disclosure Schedule, neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby or thereby will (either alone or in conjunction with any other event, such Persons as termination of employment) (A) result in any payment (including, without limitation, severance, unemployment compensation, parachute or otherwise) becoming due to any director or any employee of SGF or FSE under any Company Benefit Plan or otherwise; (B) significantly increase any benefits otherwise payable under any Company Benefit Plan; or (C) result in any acceleration of the time of payment or vesting of any material benefits. No individual who is a party to an employment agreement listed in Section 2.15(b) of the Seller Disclosure Schedule or any agreement incorporating change in control provisions with SGF or FSE has terminated employment or been terminated, nor, to the knowledge of Seller, has any event occurred that could give rise to a termination event, in either case under circumstances that have given, or could give, rise to a severance obligation on the part of SGF or FSE under such agreement. Section 2.15(b) sets forth Seller’s best estimates of the amounts payable to the employees listed therein, as a result of the transactions contemplated by this Agreement or any subsequent employment termination based on compensation data applicable as of the date of this Agreement. (c) There are no pending claims (other than claims for purposes of participation benefits in the ordinary course), lawsuits or arbitrations that have been asserted or instituted against any Company Benefit PlansPlan, any fiduciaries thereof with respect to their duties to the Company Benefit Plans or the assets of any of the trusts thereunder, nor are any such claims, lawsuits or arbitrations, to the knowledge of Seller, threatened, that could reasonably be expected to result in any material liability of SGF or FSE to the Department of Treasury, the Department of Labor or any Multiemployer Plan.

Labor and Other Employment Matters. (a) Schedule 4.11(aExcept as set forth in Section 4.13(a) of the Company Disclosure Schedule sets forth a complete and accurate list Schedule, as of the date hereof, (giving namei) no work stoppage, job titleslowdown, credited service and current annual compensation lockout, labor strike, grievances, material arbitration or other material labor dispute against the Company or any of its Subsidiaries by employees is pending or threatened, (including a separate statement ii) neither the Company nor any of base salary, bonus and benefits for each individual)) of each current Company Business Employee and Company Independent Contractor and his or her current employer. Each current Company Business Employee its Subsidiaries is in good standing with his or her respective employer. The Company has not, at any time within the past five (5) years, been delinquent in payments to any Company Business Employees or Company Business Independent Contractors of its employees for any wages, salaries, commissions, bonuses or other direct compensation for any services performed for it or amounts required to be reimbursed to such employee. The employees, (iii) the Company is and has always been each of its Subsidiaries are in material compliance with all Applicable Law applicable Laws respecting labor, employment, immigration, fair employment practices, terms and conditions of employment, immigration, workers’ ' compensation, occupational safety, plant closings, wages layoffs, reductions in force and wage and hours. The , (iv) the Company and each of its Subsidiaries has withheld all amounts required by Applicable Law or by agreement to be withheld from the wages, salaries, and other payments to employees; employees and the Company is not nor has ever been liable for any arrears of wages or any Taxes or any penalty for failure to comply with any of the foregoing. The , (v) neither the Company nor any of its Subsidiaries is not nor has ever been liable for any material payment to any trust or other fund or to any Governmental AuthorityEntity, with respect to unemployment compensation benefits, social security or other benefits or obligations for employees (other than routine payments to be made in the ordinary course of business and consistent with past practice). , (bvi) There there are no material pending claims against the Company or any of its Subsidiaries under any workers’ ' compensation plan or policy or for long-long term disability. There disability (vii) there are no material controversies pending or, to the Knowledge knowledge of the Company, threatenedthreatened (including threatened lawsuits or claims), between the Company or any of its Subsidiaries and any Company Business Employees of their respective current or Company Business Independent Contractorsformer employees, which controversies have or could reasonably be expected to result in an action, suit, proceedingProceeding, claim, arbitration or investigation before the National Labor Relations Board, the Equal Employment Opportunity Commission, the Department of Fair Employment and Housing, Labor Commissioner, the Department of Labor, OSHA, or any other Governmental Authority. Entity; (cviii) To the Knowledge all employees of the CompanyCompany and its Subsidiaries are employed on an at-will basis, and there employment can be terminated at any time, with or without notice, for any lawful reason or no reason at all; and (ix) the Company and its Subsidies have not conducted any layoffs or reductions in force within six (6) months of the Closing. As of the date hereof, no employees of the Company Business Employees or Company Business Independent Contractors any of its Subsidiaries are or have ever been in any material respect in violation of any term of any employment contract, consulting contractContract, non-disclosure agreement, noncompetition agreement, or any restrictive covenant to a former employer relating to the right of any such employee to be employed by the Company or any of its Subsidiaries because of the nature of the business conducted or presently proposed to be conducted by the Company or presently proposed by the Company to be conducted such Subsidiary or to the use of trade secrets or proprietary information of others. To the Knowledge As of the Companydate hereof, no employee of the Company Business Employees or Company Business Independent Contractors are or have ever been in violation of any term of any employment contract, consulting contract, non-disclosure agreement, noncompetition agreement, or any restrictive covenant relating to of its Subsidiaries, at the Company Business. (d) No current Company Business Employees officer level or Company Business Independent Contractors have above, has given notice to the Company, and the Company has no Knowledge, or any of its Subsidiaries that any such Person employee intends to terminate his or her employment with the Company or any of its Subsidiaries. (b) Neither the Company nor any of its Subsidiaries is a party to or otherwise bound by any collective bargaining Contract with a labor union or labor organization, nor is any such Contract presently being negotiated. Since January 1, 2004 to the date hereof, there has not been a representation question respecting any of the employees of the Company or any of its Subsidiaries and, to the Knowledge of the Company. , there are no campaigns being conducted to solicit cards from employees of the Company or any of its Subsidiaries to authorize representation by any labor organization. (c) The Company has identified in Section 4.13(c) of the Company Disclosure Schedule and has made available to Parent true and complete copies of (i) all severance and employment agreements with directors, officers or employees of or consultants to the Company or any of its Subsidiaries, (ii) all severance programs and policies of each of the Company and each of its Subsidiaries with or relating to its employees, and (iii) all plans, programs, agreements and other arrangements of each of the Company and each of its Subsidiaries with or relating to its directors, officers, employees or consultants which contain change in control provisions. In no event will the execution and delivery of this Agreement or any other related agreement, the consummation of the transactions contemplated hereby or thereby, or the stockholder approval of the Merger (either alone or in conjunction with any other event, such as termination of employment) (x) result in any payment (including, without limitation, severance, unemployment compensation, parachute or otherwise) becoming due to any director or any employee of the Company or any of its Subsidiaries or Affiliates from the Company or any of its Subsidiaries or Affiliates under any Company Benefit Plan or otherwise, (y) significantly increase any benefits otherwise payable under any Company Benefit Plan or otherwise, or (z) result in any acceleration of the time of payment or vesting of any benefits except as described in the last sentence of Section 3.2(a). (d) Each current and former employee of the Company or any of its Subsidiaries who is or was engaged in compliance with the invention of products or development of technology or authoring of computer software or other copyrighted materials for the Company or any of its Subsidiaries has executed a written contract obligating such Person to assign to the Company or such Subsidiary all laws concerning of his or her right, title and interest in any such invention, technology or work of authorship. (e) Section 4.13(e) of the classification Company Disclosure Schedule, as of the date hereof, sets forth a list of the names of all current directors, officers, employees and independent contractors consultants currently employed or engaged by the Company and has properly classified its Subsidiaries and who have received payment by way of compensation from the Company or its Subsidiaries in excess of $10,000 during the current fiscal year, together with their respective salaries or wages, other compensation, dates of employment or service with the Company or its Subsidiaries and current positions and identifies all agreements between the Company or its Subsidiaries and such Persons for purposes individuals (other than any of participation the following agreements in the Benefit PlansCompany or its Subsidiaries' standard form: (i) offer letters for employment, (ii) proprietary rights assignment agreements, (iii) stock option agreements or (iv) restricted stock purchase agreements) concerning their employment, consulting or independent contractor relationship with the Company.

Labor and Other Employment Matters. (a) Schedule 4.11(aExcept as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, (i) of no work stoppage or labor strike against the Company Disclosure Schedule sets forth a complete and accurate list by employees is pending or threatened, (giving name, job title, credited service and current annual compensation (including a separate statement of base salary, bonus and benefits for each individual)ii) of each current Company Business Employee and Company Independent Contractor and his or her current employer. Each current Company Business Employee is in good standing with his or her respective employer. The Company has not, at any time within the past five (5) years, been is not delinquent in payments to any Company Business Employees or Company Business Independent Contractors of its employees for any wages, salaries, commissions, bonuses or other direct compensation for any services performed for it or amounts required to be reimbursed to such employee. The employees, (iii) the Company is and has always been in compliance with all Applicable Law applicable Laws respecting labor, employment, immigration, fair employment practices, terms and conditions of employment, workers’ ' compensation, occupational safety, plant closings, wages and wage and hours. The , (iv) the Company has withheld all amounts required by Applicable Law or by agreement to be withheld from the wages, salaries, and other payments to employees; , and the Company is not nor has ever been liable for any arrears of wages or any Taxes or any penalty for failure to comply with any of the foregoing. The , (v) the Company is not nor has ever been liable for any payment to any trust or other fund or to any Governmental AuthorityEntity, with respect to unemployment compensation benefits, social security or other benefits or obligations for employees (other than routine payments to be made in the ordinary course of business and consistent with past practice). , (bvi) There there are no material pending claims against the Company under any workers’ ' compensation plan or policy or for long-long term disability. There , and (vii) there are no material controversies pending or, to the Knowledge of the Company, threatened, between the Company and any Company Business Employees current or Company Business Independent Contractorsformer employees, which controversies have or could reasonably be expected to result in an action, suit, proceeding, claim, arbitration or investigation before any Governmental Authority. (c) To the Knowledge Entity. As of the Companydate hereof, no employees of the Company Business Employees or Company Business Independent Contractors are or have ever been in any material respect in violation of any term of any employment contract, consulting contractContract, non-disclosure agreement, noncompetition agreement, or any restrictive covenant to a former employer relating to the right of any such employee to be employed by the Company because of the nature of the business conducted or presently proposed to be conducted by the Company or presently proposed by the Company to be conducted or to the use of trade secrets or proprietary information of others. To As of the Knowledge date hereof, no employee of the Company, no Company Business Employees at the officer level or Company Business Independent Contractors are or have ever been in violation of any term of any employment contractabove, consulting contract, non-disclosure agreement, noncompetition agreement, or any restrictive covenant relating to the Company Business. (d) No current Company Business Employees or Company Business Independent Contractors have has given notice to the Company, and the Company has no Knowledge, that any such Person employee intends to terminate his or her employment with the Company. . (b) The Company is not a party to or otherwise bound by any collective bargaining Contract with a labor union or labor organization, nor is any such Contract presently being negotiated. (c) The Company has made available to Parent true and complete copies of (i) all severance and employment agreements with directors, officers or employees of or consultants to the Company, (ii) all severance programs and policies of the Company with or relating to its employees, and (iii) all plans, programs, agreements and other arrangements of the Company with or relating to its directors, officers, employees or consultants which contain change in compliance Control provisions. Neither the execution and delivery of this Agreement or other related agreements, nor the consummation of the transactions contemplated hereby or thereby will (either alone or in conjunction with all laws concerning any other event, such as termination of employment) result in any payment (including, without limitation, severance, unemployment compensation, parachute or otherwise) becoming due to any director or any employee of the classification of employees and independent contractors and has properly classified all such Persons for purposes of participation in Company or Affiliate from the Benefit PlansCompany.

Labor and Other Employment Matters. (a) Section 4.10.1 Schedule 4.11(a) 4.10.1 of the Company Disclosure Schedule sets forth a complete and accurate list (giving name, job title, credited service and service, current annual compensation (including a separate statement of base salary, bonus and benefits for each individual)) of each current Company Business Employee and Company Independent Contractor and his or her current employer. Each current Company Business Employee is in good standing with his or her respective employer. The Company is not and has not, at any time within the past five (5) years, never been delinquent in payments to any Company Business Employees or Company Business Independent Contractors for any wages, salaries, commissions, bonuses or other direct compensation for any services performed for it or amounts required to be reimbursed to such employeeemployee or independent contractor, as the case may be. The Company is and has always been in compliance with all Applicable Law respecting labor, employment, immigration, fair employment practices, terms and conditions of employment, workers’ compensation, occupational safety, plant closings, wages and hours. The Company has withheld all amounts required by Applicable Law or by agreement to be withheld from the wages, salaries, and other payments to employees; and the Company is not nor and has ever never been liable for any arrears of wages or any penalty for failure to comply with any of the foregoing. The Company is not nor and has ever never been liable for any payment to any trust or other fund or to any Governmental Authority, with respect to unemployment compensation benefits, social security or other benefits or obligations for employees (other than routine payments to be made in the ordinary course of business and consistent with past practice). The employment of all persons presently employed or retained by the Company is terminable at will. (b) Section 4.10.2 There are no pending claims against the Company under any workers’ compensation plan or policy or for long-term disability. The Company is not bound by or subject to (and none of its assets or properties are bound by or subject to) any written or oral, express or implied, contract, commitment or arrangement with any labor union, and no labor union has requested or, to the Knowledge of the Company, has sought to represent any of the employees, representatives or agents of the Company. There is no strike or other labor dispute involving the Company pending or, to the Knowledge of the Company, threatened. The Company has never received any demand letters, civil rights charges, suits, drafts of suits, administrative claims of or from any of its employees. There are no controversies pending or, to the Knowledge of the Company, threatened, between the Company and any Company Business Employees or Company Business Independent Contractors, which controversies have or could reasonably be expected to result in an action, suit, proceeding, claim, arbitration or investigation before any Governmental Authority. (c) . Section 4.10.3 To the Knowledge of the Company, no Company Business Employees or Company Business Independent Contractors are or have ever been in violation of any term of any employment contract, consulting contract, non-disclosure agreement, noncompetition agreement, or any restrictive covenant to a former employer relating to the right of any such employee to be employed by the Company because of the nature of the business conducted or presently proposed to be conducted by the Company or presently proposed by the Company to be conducted or to the use of trade secrets or proprietary information of others. To the Knowledge of the Company, no Company Business Employees or Company Business Independent Contractors are or have ever been in violation of any term of any employment contract, consulting contract, non-disclosure agreement, noncompetition agreement, or any restrictive covenant relating to the Company Business. (d) No current Company Business Employees or Company Business Independent Contractors have given notice to the Company, and the Company has no Knowledge, that any such Person intends to terminate his or her employment with the Company. The Company is in compliance with all laws concerning the classification of employees and independent contractors and has properly classified all such Persons for purposes of participation in the Benefit Plans.