Common use of Labor and Other Employment Matters Clause in Contracts

Labor and Other Employment Matters. Section 3.11.1 Each of the Company and each Company Subsidiary is in compliance in all material respects 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 the Company or any Company Subsidiary 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 benefits or obligations for employees (other than routine payments to be made in the ordinary course of business and consistent with past practice). None of the Company or any Company Subsidiary is a party to any collective bargaining or other labor union contract applicable to persons employed by the Company or any Company Subsidiary, and no collective bargaining agreement or other labor union contract is being negotiated by the Company or any Company Subsidiary. There is no labor dispute, strike, slowdown or work stoppage against the Company or any Company Subsidiary pending or, to the knowledge of the Company, threatened that would reasonably be expected to have a Company Material Adverse Effect. No labor union or similar organization has otherwise been certified to represent any persons employed by the Company or any Company Subsidiary or to the Company's knowledge has applied to represent such employees or is attempting to organize so as to represent such employees. There is no charge or complaint against the Company or any Company Subsidiary by the National Labor Relations Board or any comparable state or foreign agency pending or, to the knowledge of the Company, threatened, except where such charge or complaint would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. None of the Company or any Company Subsidiary is materially delinquent in payments to any of its employees for any wages, salaries, commissions, bonuses or other direct compensation for any services performed for it. To the Company's knowledge, there are no material controversies pending or threatened, between the Company or any Company Subsidiary and any of their current or former employees, which controversies have or could reasonably be expected to result in action, suit, proceeding, claim, arbitration or investigation before any Governmental Entity. To the Company's knowledge, no employee of the Company or any Company Subsidiary is in any material respect in violation of any term of any employment contract, non-disclosure agreement, non-competition agreement or any restrictive covenant to a former employer relating to the right of any such employee to be employed by the Company or such Company Subsidiary because of the nature of the business conducted 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 Company's knowledge, no executive officer or key employee of the Company or any Company Subsidiary has given notice that such executive officer or key employee intends to terminate his or her employment with the Company or such Company Subsidiary. Section 3.11.2 The Company has identified in Section 3.11.2 of the Company Disclosure Schedule and has made available to Parent true and complete copies of (A) all severance and employment agreements with directors, executive officers and key employees of the Company or any Company Subsidiary, (B) all generally applicable severance programs and policies of each of the Company and each Company Subsidiary with or relating to its employees and (C) all plans, programs, agreements and other arrangements of the Company and each Company Subsidiary with or relating to its directors, officers, employees or key consultants which contain provisions increasing or accelerating compensation or vesting of benefits in connection with a change of control of the Company. None of the execution and delivery of this Agreement or the Ancillary Agreements or the consummation of the transactions contemplated hereby or thereby will (either alone or in conjunction with any other event, such 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 the Company or any Company Subsidiary or affiliate from the Company or any Company Subsidiary or affiliate 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. Section 3.11.3 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 any Company Benefit Plan, any fiduciaries thereof with respect to their duties to such Company Benefit Plans or the assets of any of the trusts under any Company Benefit Plan which could reasonably be expected to result in any material liability of the Company or any Company Subsidiary to the Pension Benefit Guaranty Corporation, the Department of Treasury, the Department of Labor or any Multiemployer Plan.

Labor and Other Employment Matters. Except as disclosed in Section 3.11.1 Each 3.1(m) of the Company Disclosure Schedule, each of the Company and each Company Subsidiary its Subsidiaries is in compliance in all material respects 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 the Company or any Company Subsidiary of its Subsidiaries 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 benefits or obligations for employees (other than routine payments to be made in the ordinary course of business and consistent with past practice). None of the Company or any Company Subsidiary of its Subsidiaries is a party to any collective bargaining or other labor union contract applicable to persons employed by the Company or any Company Subsidiaryof its Subsidiaries, and no collective bargaining agreement or other labor union contract is being negotiated by the Company or any Company Subsidiaryof its Subsidiaries. There is no labor dispute, strike, slowdown or work stoppage against the Company or any Company Subsidiary of its Subsidiaries pending or, to the knowledge of the Company, threatened that would reasonably be expected to have a Company Material Adverse EffectEffect on the Company. No labor union or similar organization has otherwise been certified to represent any persons employed by the Company or any Company Subsidiary of its Subsidiaries or to the Company's ’s knowledge has applied to represent such employees or is attempting to organize so as to represent such employees. There Except as disclosed in Section 3.1(m) of the Company Disclosure Schedule, there is no charge or complaint against the Company or any Company Subsidiary of its Subsidiaries by the National Labor Relations Board or any comparable state or foreign agency pending or, to the knowledge of the Company, threatened, except where such charge or complaint would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse EffectEffect on the Company. None of the Company or any Company Subsidiary of its Subsidiaries is materially delinquent in payments to any of its employees for any wages, salaries, commissions, bonuses or other direct compensation for any services performed for it. To Except as disclosed in Section 3.1(m) of the Company Disclosure Schedule, to the Company's ’s knowledge, there are no material controversies pending or threatened, between the Company or any Company Subsidiary of its Subsidiaries and any of their current or former employees, which controversies have or could reasonably be expected to result in action, suit, proceeding, claim, arbitration or investigation before any Governmental Entity, except for such controversies which are not reasonably likely to have a Material Adverse Effect on the Company. To the Company's ’s knowledge, no employee of the Company or any Company Subsidiary of its Subsidiaries is in any material respect in violation of any term of any employment contract, non-disclosure agreement, non-competition agreement or any restrictive covenant to a former employer relating to the right of any such employee to be employed by the Company or such Company Subsidiary its Subsidiaries because of the nature of the business conducted or presently proposed by the Company to be conducted by it or to the use of trade secrets or proprietary information of others, except for such violations which are not reasonably likely to have a Material Adverse Effect of the Company. To the Company's ’s knowledge, no executive officer or key employee of the Company or any Company Subsidiary of its Subsidiaries has given notice that such executive officer or key employee intends to terminate his or her employment with the Company or such Company Subsidiary. Section 3.11.2 The Company has identified in Section 3.11.2 of the Company Disclosure Schedule and has made available to Parent true and complete copies of (A) all severance and employment agreements with directors, executive officers and key employees of the Company or any Company Subsidiary, (B) all generally applicable severance programs and policies of each of the Company and each Company Subsidiary with or relating to its employees and (C) all plans, programs, agreements and other arrangements of the Company and each Company Subsidiary with or relating to its directors, officers, employees or key consultants which contain provisions increasing or accelerating compensation or vesting of benefits in connection with a change of control of the Company. None of the execution and delivery of this Agreement or the Ancillary Agreements or the consummation of the transactions contemplated hereby or thereby will (either alone or in conjunction with any other event, such 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 the Company or any Company Subsidiary or affiliate from the Company or any Company Subsidiary or affiliate 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. Section 3.11.3 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 any Company Benefit Plan, any fiduciaries thereof with respect to their duties to such Company Benefit Plans or the assets of any of the trusts under any Company Benefit Plan which could reasonably be expected to result in any material liability of the Company or any Company Subsidiary to the Pension Benefit Guaranty Corporation, the Department of Treasury, the Department of Labor or any Multiemployer Plan.

Labor and Other Employment Matters. Except as disclosed in Section 3.11.1 Each 3.1(m) of the Company Disclosure Schedule, each of the Company and each Company Subsidiary its Subsidiaries is in compliance in all material respects 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 the Company or any Company Subsidiary of its Subsidiaries 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 benefits or obligations for employees (other than routine payments to be made in the ordinary course of business and consistent with past practice). None of the Company or any Company Subsidiary of its Subsidiaries is a party to any collective bargaining or other labor union contract applicable to persons employed by the Company or any Company Subsidiaryof its Subsidiaries, and no collective bargaining agreement or other labor union contract is being negotiated by the Company or any Company Subsidiaryof its Subsidiaries. There is no labor dispute, strike, slowdown or work stoppage against the Company or any Company Subsidiary of its Subsidiaries pending or, to the knowledge of the Company, threatened that would reasonably be expected to have a Company Material Adverse EffectEffect on the Company. No labor union or similar organization has otherwise been certified to represent any persons employed by the Company or any Company Subsidiary of its Subsidiaries or to the Company's knowledge has applied to represent such employees or is attempting to organize so as to represent such employees. There Except as disclosed in Section 3.1(m) of the Company Disclosure Schedule, there is no charge or complaint against the Company or any Company Subsidiary of its Subsidiaries by the National Labor Relations Board or any comparable state or foreign agency pending or, to the knowledge of the Company, threatened, except where such charge or complaint would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse EffectEffect on the Company. None of the Company or any Company Subsidiary of its Subsidiaries is materially delinquent in payments to any of its employees for any wages, salaries, commissions, bonuses or other direct compensation for any services performed for it. To Except as disclosed in Section 3.1(m) of the Company Disclosure Schedule, to the Company's knowledge, there are no material controversies pending or threatened, between the Company or any Company Subsidiary of its Subsidiaries and any of their current or former employees, which controversies have or could reasonably be expected to result in action, suit, proceeding, claim, arbitration or investigation before any Governmental Entity, except for such controversies which are not reasonably likely to have a Material Adverse Effect on the Company. To the Company's knowledge, no employee of the Company or any Company Subsidiary of its Subsidiaries is in any material respect in violation of any term of any employment contract, non-disclosure agreement, non-competition agreement or any restrictive covenant to a former employer relating to the right of any such employee to be employed by the Company or such Company Subsidiary its Subsidiaries because of the nature of the business conducted or presently proposed by the Company to be conducted by it or to the use of trade secrets or proprietary information of others, except for such violations which are not reasonably likely to have a Material Adverse Effect of the Company. To the Company's knowledge, no executive officer or key employee of the Company or any Company Subsidiary of its Subsidiaries has given notice that such executive officer or key employee intends to terminate his or her employment with the Company or such Company Subsidiary. Section 3.11.2 The Company has identified in Section 3.11.2 of the Company Disclosure Schedule and has made available to Parent true and complete copies of (A) all severance and employment agreements with directors, executive officers and key employees of the Company or any Company Subsidiary, (B) all generally applicable severance programs and policies of each of the Company and each Company Subsidiary with or relating to its employees and (C) all plans, programs, agreements and other arrangements of the Company and each Company Subsidiary with or relating to its directors, officers, employees or key consultants which contain provisions increasing or accelerating compensation or vesting of benefits in connection with a change of control of the Company. None of the execution and delivery of this Agreement or the Ancillary Agreements or the consummation of the transactions contemplated hereby or thereby will (either alone or in conjunction with any other event, such 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 the Company or any Company Subsidiary or affiliate from the Company or any Company Subsidiary or affiliate 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. Section 3.11.3 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 any Company Benefit Plan, any fiduciaries thereof with respect to their duties to such Company Benefit Plans or the assets of any of the trusts under any Company Benefit Plan which could reasonably be expected to result in any material liability of the Company or any Company Subsidiary to the Pension Benefit Guaranty Corporation, the Department of Treasury, the Department of Labor or any Multiemployer Plan.

Labor and Other Employment Matters. Section 3.11.1 (a) Each of the Company and each the Company Subsidiary is in compliance in all material respects with all applicable Laws respecting labor, employment, immigration, fair employment practices, terms and conditions of employment, workers' ’ compensation, occupational safety, plant closings, compensation and benefits, and wages and hours. None of Neither the Company or any nor the Company Subsidiary is liable for any payment to any trust or other fund or to any Governmental Entity, Entity 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 normal course of business and consistent with past practice). None of Neither the Company or any nor the Company Subsidiary is a party to any collective bargaining or other bargaining, labor union contract Contract or similar agreement applicable to persons Persons employed by the Company or any the Company Subsidiary, and no collective bargaining agreement or other labor union contract Contract is being negotiated by the Company or any the Company Subsidiary. There currently is no labor dispute, strike, slowdown slowdown, lockout or work stoppage against the Company or any the Company Subsidiary pending or, to the knowledge of the Company, threatened that would reasonably be expected to have a threatened, and neither the Company Material Adverse Effectnor the Company Subsidiary has experienced any labor dispute, strike, slowdown, lockout or work stoppage or other material labor difficulty involving its employees since January 1, 2007. No labor union or similar organization has otherwise been certified to represent any persons Persons employed by the Company or any the Company Subsidiary or or, to the knowledge of the Company's knowledge , has applied to represent such employees or is attempting to organize so as to represent such employees. There Neither the Company, the Company Subsidiary nor, to the knowledge of the Company, any of their respective representatives or employees has committed any unfair labor practices in connection with the operation of the respective businesses of the Company or the Company Subsidiary, and there is no charge or complaint against the Company or any the Company Subsidiary by the National Labor Relations Board or Board, any comparable state or foreign agency agency, or any individual, pending or, to the knowledge of the Company, threatened, except where such unfair labor practice, charge or complaint would notcomplaint, individually or in the aggregate, reasonably would not be expected material to have a Company Material Adverse Effectthe Company. None of Neither the Company or any nor the Company Subsidiary is materially delinquent in payments to any of its employees for any wages, salaries, commissions, bonuses or other direct compensation for any services performed for it. To it or amounts required to be reimbursed to such employees, other than delinquencies which are unlikely to be material to the Company's knowledge. The Company and each Company Subsidiary has withheld all amounts required by Law or by agreement to be withheld from the wages, there salaries, and other payments to employees, and is not liable for any arrears of wages or any Taxes or any penalty for failure to comply with any of the foregoing. There are no material written pending claims against the Company or the Company Subsidiary under any workers’ compensation plan or policy or for long term disability. There are no controversies pending or threatenedor, to the knowledge of the Company, threatened in writing between the Company or any the Company Subsidiary and any of their current or former employees, which controversies have resulted in or could would reasonably be expected to result in an action, suit, proceeding, claim, arbitration or investigation before any Governmental Entity, other than controversies which would not be material to the Company. To the Company's ’s knowledge, no employee of the Company or any the Company Subsidiary is in any material respect in violation of any term of any employment contractContract, non-disclosure agreement, non-competition 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 such the Company Subsidiary because of the nature of the business conducted 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 Company's knowledge, no executive officer or No key employee of the Company or any the Company Subsidiary has given written notice that such executive officer or key employee intends to terminate his or her employment with the Company or such the Company Subsidiary. Section 3.11.2 (b) The Company has identified in Section 3.11.2 3.13(b) of the Company Disclosure Schedule and has made available to Parent true and complete copies of (Ai) all severance and employment agreements with directors, executive officers and key or employees of or consultants or independent contractors to the Company or any the Company Subsidiary, other than contracts which by their terms are cancellable by the Company with notice of not more than thirty (B30) days, and without payment, penalty or liability in excess of $50,000; (ii) all generally applicable severance programs and policies of each of the Company and each the Company Subsidiary with or relating to its employees their respective employees; and (Ciii) all plans, programs, programs and agreements and other arrangements of the Company and each the Company Subsidiary with or relating to its their respective directors, officers, employees employees, consultants or key consultants independent contractors which contain provisions increasing or accelerating compensation or vesting of benefits change in connection with a change of control provisions. (c) Other than as disclosed in Section 3.13(c) of the Company. None of Company Disclosure Schedule, neither the execution and delivery of this Agreement or the Ancillary Agreements or 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) will (Ai) 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 the Company Subsidiary or affiliate affiliate, or to any Governmental Entity or other Person on behalf of any such director or employee, from the Company or any the Company Subsidiary or affiliate under any Company Benefit Plan or otherwise, (Bii) significantly increase any benefits otherwise payable under any Company Benefit Plan or (Ciii) 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 3.13(b) of the Company Disclosure Schedule or any agreement incorporating change in control provisions with the Company or the Company Subsidiary has terminated employment or been terminated, nor 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 the Company or the Company Subsidiary under such agreement. Section 3.13(c) of the Company Disclosure Schedule sets forth the Company’s best estimates of the amounts payable to the executives listed therein, as a result of the transactions contemplated by this Agreement and/or any subsequent employment termination (including any cash-out or acceleration of options and restricted stock and any “gross-up” payments with respect to any of the foregoing), based on compensation data applicable as of the date of the Company Disclosure Schedule and the assumptions stated therein. Section 3.11.3 (d) There are no pending or, to the knowledge of 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 any Company Benefit Plan, any fiduciaries thereof with respect to their duties to such the Company Benefit Plans or the assets of any of the trusts under any Company Benefit Plan thereunder which could reasonably be expected to result in any material liability of the Company or any the Company Subsidiary to the Pension Benefit Guaranty Corporation, the Department of Treasury, the Department of Labor or any Multiemployer Plan. (e) Since November 14, 2007, neither the Company nor the Company Subsidiary has effectuated a plant closing or mass layoff, as defined in the Worker Adjustment and Retraining Notification Act, 29 U.S.C. §§ 2101, et. seq. (the “WARN Act”), affecting any one or more sites of employment or one or more facilities or operating units within any site of employment or facility of the Company or the Company Subsidiary. Neither the Company nor the Company Subsidiary been affected by any transaction or engaged in layoffs or employment terminations sufficient in number to trigger application of any state or local analog to the WARN Act. (f) The Compensation Committee of the Company Board is (and at all times during the past eighteen (18) months was, and at all times from the date of this Agreement to the first date on which the Purchaser’s designees constitute a majority of the Company Board pursuant to Section 1.3 will be) composed solely of “independent directors” within the meaning of Rule 14d-10(d)(2) under the Exchange Act and the instructions thereto (“Independent Directors”). The Company Board, at a meeting duly called and held, has determined that each of the members of the Compensation Committee of the Company Board is an Independent Director. On or prior to the date hereof, the Compensation Committee of the Company Board, at a meeting duly called and held, approved each Company Compensation Arrangement as an “employment compensation, severance or other employee benefit arrangement” within the meaning of Rule 14d-10(d)(1) under the Exchange Act (an “Employment Compensation Arrangement”), and has taken all other action necessary to satisfy the requirements of the non-exclusive safe-harbor with respect to such Company Compensation Arrangements in accordance with Rule 14d-

Labor and Other Employment Matters. Section 3.11.1 (a) Each of the Company and each Subsidiary of the Company Subsidiary is in material compliance in all material respects 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 the Company or any Subsidiary of the Company Subsidiary 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 ordinary normal course of business and consistent with past practice). None Except as set forth in Section 3.15(a) of the Company Disclosure Letter, none of the Company or any Subsidiary of the Company Subsidiary is a party to any collective bargaining or other labor union contract contract, agreement or other instrument applicable to persons Persons employed by the Company or any Company SubsidiarySubsidiary of the Company, and no collective bargaining agreement or other labor union contract contract, agreement or other instrument is being negotiated by the Company or any Company SubsidiarySubsidiary of the Company. There is no labor dispute, strike, slowdown or work stoppage against the Company or any Subsidiary of the Company Subsidiary pending or, to the knowledge of the Company, threatened that would reasonably be expected to have a which may interfere in any material respect with the respective business activities of the Company Material Adverse Effector any Subsidiary of the Company. No To the knowledge of the Company, no labor union or similar organization has otherwise been certified to represent any persons Persons employed by the Company or any Subsidiary of the Company Subsidiary or to the Company's knowledge has applied to represent such employees or is attempting to organize so as to represent such employees. There None of the Company or any Subsidiary of the Company has committed any unfair labor practices in connection with the operation of the respective businesses of the Company or any Subsidiary of the Company, and there is no charge or complaint against the Company or any Subsidiary of the Company Subsidiary by the National Labor Relations Board or any comparable state or foreign agency pending or, to the knowledge of the Company, threatened, except where such unfair labor practice, charge or complaint would not, individually or in the aggregate, be reasonably be expected likely to have a Company Material Adverse Effect. None of the Company or any Subsidiary of the Company Subsidiary is materially delinquent in payments to any of its employees for any wages, salaries, commissions, bonuses or other direct compensation for any services performed for itit or amounts required to be reimbursed to such employees. To Each of the Company's knowledgeCompany and each Subsidiary of the Company has withheld all amounts required by Law or by agreement to be withheld from the wages, salaries, and other payments to employees, and is not liable for any arrears of wages or any Taxes or any penalty for failure to comply with any of the foregoing. There are no material pending claims against the Company or any Subsidiary of the Company under any workers’ compensation plan or policy or for long term disability. Except as set forth in Section 3.15(a) of the Company Disclosure Letter, there are no material controversies pending or or, to the knowledge of the Company, threatened, between the Company or any Subsidiary of the Company Subsidiary and any of their current or former employees, which controversies have or could reasonably be expected to result in an action, suit, proceeding, claim, arbitration or investigation before any Governmental Entity. To the Company's ’s knowledge, no employee of the Company or any Subsidiary of the Company Subsidiary is in any material respect in violation of any term of any employment contract, agreement or other instrument, non-disclosure agreement, non-competition 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 such any Subsidiary of the Company Subsidiary because of the nature of the business conducted 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 Company's knowledge, no executive officer or No key employee of the Company or any Subsidiary of the Company Subsidiary has given notice notice, that such executive officer or key employee intends to terminate his or her employment with the Company or such Company Subsidiaryany Subsidiary of the Company. Section 3.11.2 (b) The Company has identified in Section 3.11.2 3.15(b) of the Company Disclosure Schedule Letter and has made available to Parent true and complete copies as in effect as of the date of this Agreement of (A) all severance and employment agreements with directors, executive officers and key or employees of or consultants to the Company or any Company Subsidiary, Subsidiary of the Company; (B) all generally applicable severance programs and policies of each of the Company and each Subsidiary of the Company Subsidiary with or relating to its employees employees; and (C) all plans, programs, agreements and other arrangements of the Company and each Subsidiary of the Company Subsidiary with or relating to its directors, officers, employees or key consultants which contain provisions increasing or accelerating compensation or vesting of benefits change in connection with a change of control provisions. Except as set forth in Section 3.15(b) of the Company. None Company Disclosure Letter, none of the execution and delivery of this Agreement or the any Ancillary Agreements Agreement or the consummation of the transactions contemplated hereby or thereby will (either alone or in conjunction with any other event, such 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 the Company or any Subsidiary of the Company Subsidiary or affiliate Affiliate from the Company or any Subsidiary of the Company Subsidiary or affiliate Affiliate 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 3.15(b) of the Company Disclosure Letter or any agreement incorporating change in control provisions with the Company has terminated employment or been terminated, nor, to the knowledge of the Company, 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 the Company under such agreement. Schedules 6.16(c) and (d) set forth the Company’s best estimates of the amounts payable to the employees listed therein, as a result of the transactions contemplated by this Agreement, any Ancillary Agreement and/or any subsequent employment termination (including any cash-out or acceleration of options and restricted stock and any “gross-up” payments with respect to any of the foregoing), based on compensation data applicable as of the date of this Agreement and the assumptions stated in Schedules 6.16(c) and (d). Section 3.11.3 (c) 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 any Company Benefit Plan, any fiduciaries thereof with respect to their duties to such the Company Benefit Plans or the assets of any of the trusts under thereunder, nor are any Company Benefit Plan such claims, lawsuits or arbitrations, to the knowledge of the Company, threatened, which could reasonably be expected to result in any material liability Liability of the Company or any Subsidiary of the Company Subsidiary to the Pension Benefit Guaranty Corporation, the Department of Treasury, the Department of Labor or any Multiemployer Plan.

Labor and Other Employment Matters. Section 3.11.1 (a) Each of the Company and each Subsidiary of the Company Subsidiary is in material compliance in all material respects 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 the Company or any Subsidiary of the Company Subsidiary 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 ordinary normal course of business and consistent with past practice). None Except as set forth in Section 3.15(a) of the Company Disclosure Letter, none of the Company or any Subsidiary of the Company Subsidiary is a party to any collective bargaining or other labor union contract contract, agreement or other instrument applicable to persons Persons employed by the Company or any Company SubsidiarySubsidiary of the Company, and no collective bargaining agreement or other labor union contract contract, agreement or other instrument is being negotiated by the Company or any Company SubsidiarySubsidiary of the Company. There is no labor dispute, strike, slowdown or work stoppage against the Company or any Subsidiary of the Company Subsidiary pending or, to the knowledge of the Company, threatened that would reasonably be expected to have a which may interfere in any material respect with the respective business activities of the Company Material Adverse Effector any Subsidiary of the Company. No To the knowledge of the Company, no labor union or similar organization has otherwise been certified to represent any persons Persons employed by the Company or any Subsidiary of the Company Subsidiary or to the Company's knowledge has applied to represent such employees or is attempting to organize so as to represent such employees. There None of the Company or any Subsidiary of the Company has committed any unfair labor practices in connection with the operation of the respective businesses of the Company or any Subsidiary of the Company, and there is no charge or complaint against the Company or any Subsidiary of the Company Subsidiary by the National Labor Relations Board or any comparable state or foreign agency pending or, to the knowledge of the Company, threatened, except where such unfair labor practice, charge or complaint would not, individually or in the aggregate, be reasonably be expected likely to have a Company Material Adverse Effect. None of the Company or any Subsidiary of the Company Subsidiary is materially delinquent in payments to any of its employees for any wages, salaries, commissions, bonuses or other direct compensation for any services performed for itit or amounts required to be reimbursed to such employees. To Each of the Company's knowledgeCompany and each Subsidiary of the Company has withheld all amounts required by Law or by agreement to be withheld from the wages, salaries, and other payments to employees, and is not liable for any arrears of wages or any Taxes or any penalty for failure to comply with any of the foregoing. There are no material pending claims against the Company or any Subsidiary of the Company under any workers' compensation plan or policy or for long term disability. Except as set forth in Section 3.15(a) of the Company Disclosure Letter, there are no material controversies pending or or, to the knowledge of the Company, threatened, between the Company or any Subsidiary of the Company Subsidiary and any of their current or former employees, which controversies have or could reasonably be expected to result in an action, suit, proceeding, claim, arbitration or investigation before any Governmental Entity. To the Company's knowledge, no employee of the Company or any Subsidiary of the Company Subsidiary is in any material respect in violation of any term of any employment contract, agreement or other instrument, non-disclosure agreement, non-competition 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 such any Subsidiary of the Company Subsidiary because of the nature of the business conducted 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 Company's knowledge, no executive officer or No key employee of the Company or any Subsidiary of the Company Subsidiary has given notice notice, that such executive officer or key employee intends to terminate his or her employment with the Company or such Company Subsidiaryany Subsidiary of the Company. Section 3.11.2 (b) The Company has identified in Section 3.11.2 3.15(b) of the Company Disclosure Schedule Letter and has made available to Parent true and complete copies as in effect as of the date of this Agreement of (A) all severance and employment agreements with directors, executive officers and key or employees of or consultants to the Company or any Company Subsidiary, Subsidiary of the Company; (B) all generally applicable severance programs and policies of each of the Company and each Subsidiary of the Company Subsidiary with or relating to its employees employees; and (C) all plans, programs, agreements and other arrangements of the Company and each Subsidiary of the Company Subsidiary with or relating to its directors, officers, employees or key consultants which contain provisions increasing or accelerating compensation or vesting of benefits change in connection with a change of control provisions. Except as set forth in Section 3.15(b) of the Company. None Company Disclosure Letter, none of the execution and delivery of this Agreement or the any Ancillary Agreements Agreement or the consummation of the transactions contemplated hereby or thereby will (either alone or in conjunction with any other event, such 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 the Company or any Subsidiary of the Company Subsidiary or affiliate Affiliate from the Company or any Subsidiary of the Company Subsidiary or affiliate Affiliate 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 3.15(b) of the Company Disclosure Letter or any agreement incorporating change in control provisions with the Company has terminated employment or been terminated, nor, to the knowledge of the Company, 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 the Company under such agreement. Schedules 6.16(c) and (d) set forth the Company's best estimates of the amounts payable to the employees listed therein, as a result of the transactions contemplated by this Agreement, any Ancillary Agreement and/or any subsequent employment termination (including any cash-out or acceleration of options and restricted stock and any "gross-up" payments with respect to any of the foregoing), based on compensation data applicable as of the date of this Agreement and the assumptions stated in Schedules 6.16(c) and (d). Section 3.11.3 (c) 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 any Company Benefit Plan, any fiduciaries thereof with respect to their duties to such the Company Benefit Plans or the assets of any of the trusts under thereunder, nor are any Company Benefit Plan such claims, lawsuits or arbitrations, to the knowledge of the Company, threatened, which could reasonably be expected to result in any material liability Liability of the Company or any Subsidiary of the Company Subsidiary to the Pension Benefit Guaranty Corporation, the Department of Treasury, the Department of Labor or any Multiemployer Plan.

Labor and Other Employment Matters. Section 3.11.1 (a) Each of the Company and each Company Subsidiary is in material compliance in all material respects 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 the Company or any Company Subsidiary 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 benefits or obligations for employees (other than routine payments to be made in the ordinary course of business and consistent with past practice). None of Neither the Company or nor any Company Subsidiary is a party to any collective bargaining or other labor union contract applicable to persons employed by the Company or any Company Subsidiary, and no collective bargaining agreement or other labor union contract is being negotiated by the Company or any Company Subsidiary. There is no labor dispute, strike, slowdown or work stoppage against the Company or any Company Subsidiary pending or, to the knowledge of the Company, threatened that would reasonably be expected to have a which may interfere in any respect with the respective business activities of the Company Material Adverse Effector any Company Subsidiary. No labor union or similar organization has otherwise been certified to represent any persons employed by the Company or any Company Subsidiary or to the Company's knowledge has applied to represent such employees or or, to the knowledge of the Company, is attempting to organize so as to represent such employees. There None of the Company, any Company Subsidiary or their respective representatives or employees has committed any unfair labor practices in connection with the operation of the respective businesses of the Company or any Company Subsidiary, and there is no charge or complaint against the Company or any Company Subsidiary by the National Labor Relations Board or any comparable state or foreign agency pending or, to the knowledge of the Company, threatened, except where such unfair labor practice, charge or complaint would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. None of the Company or any Company Subsidiary is materially delinquent in payments to any of its employees for any wages, salaries, commissions, bonuses or other direct compensation for any services performed for itit or amounts required to be reimbursed to such employees. To Each of the Company's knowledgeCompany and each Company Subsidiary has withheld all amounts required by Law or by agreement to be withheld from the wages, there salaries, and other payments to employees, and is not liable for any arrears of wages or any Taxes or any penalty for failure to comply with any of the foregoing. There are no material pending claims against the Company or any Company Subsidiary under any workers’ compensation plan or policy or for long term disability. There are no material controversies pending or or, to the knowledge of the Company, threatened, between the Company or any Company Subsidiary and any of their current or former employees, which controversies have or could reasonably be expected to result in an action, suit, proceeding, claim, arbitration or investigation before any Governmental Entity. To the Company's ’s knowledge, no employee of the Company or any Company Subsidiary is in any material respect in violation of any term of any employment contract, non-disclosure agreement, non-competition 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 such Company Subsidiary because of the nature of the business conducted 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 Company's knowledge, no executive officer or key No employee of the Company or any Company Subsidiary who holds a material position of responsibility within the Company’s organization (taken as whole with the Company Subsidiaries) has given notice to the Company or any Company Subsidiary of termination of employment, nor does the Company have any knowledge, that any such executive officer or key employee intends to terminate his or her employment with the Company or such any Company Subsidiary. The Company has made available to Parent true and complete copies of the most recent EEO-1 Report filed on behalf of the Company and each Company Subsidiary. The Company and the Company Subsidiaries are not required to file Vets 100 Reports and do not maintain Affirmative Action Plans. Section 3.11.2 (b) The Company has identified in Section 3.11.2 4.11(b) of the Company Disclosure Schedule and has made available to Parent true and complete copies of (A) all severance and employment agreements (except for offer letters of employment generated in the ordinary course of business and pursuant to which no severance or “change of control” provisions are applicable) with directors, executive officers and key or employees of or consultants to the Company or any Company Subsidiary, (B) all generally applicable severance programs and policies of each of the Company and each Company Subsidiary with or relating to its employees employees, and (C) all plans, programs, agreements and other arrangements of the Company and each Company Subsidiary with or relating to its directors, officers, employees or key consultants which contain provisions increasing or accelerating compensation or vesting of benefits change in connection with a change of control of the Companyprovisions. None of Neither the execution and delivery of this Agreement or the Ancillary Agreements or 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) (A) 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 Company Subsidiary or affiliate from the Company or any Company Subsidiary or affiliate 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 4.11(b) of the Company Disclosure Schedule or any agreement incorporating change in control provisions with the Company has terminated employment or been terminated, nor, to the knowledge of the Company, has any event occurred that could give rise to a termination event, in either case under circumstances that has given, or could give, rise to a severance obligation on the part of the Company under such agreement. Section 3.11.3 (c) There are no pending or, to the Company's knowledge, or threatened claims (other than claims for benefits in the ordinary course), lawsuits or arbitrations which have been asserted or instituted against any Company Benefit Plan, any fiduciaries thereof with respect to their duties to such the Company Benefit Plans or the assets of any of the trusts under any of the Company Benefit Plan Plans which could reasonably be expected to result in any material liability of the Company or any Company Subsidiary to the Pension Benefit Guaranty Corporation, the Department of Treasury, the Department of Labor or any Multiemployer Plan.

Labor and Other Employment Matters. Section 3.11.1 (a) Each of the Company and each Company Subsidiary is in material compliance in all material respects 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 the Company or any Company Subsidiary 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 benefits or obligations for employees (other than routine payments to be made in the ordinary course of business and consistent with past practice). None of Neither the Company or nor any Company Subsidiary is a party to any collective bargaining or other labor union contract applicable to persons employed by the Company or any Company Subsidiary, and no collective bargaining agreement or other labor union contract is being negotiated by the Company or any Company Subsidiary. There is no labor dispute, strike, slowdown or work stoppage against the Company or any Company Subsidiary pending or, to the knowledge of the Company, threatened that would reasonably be expected to have a which may interfere in any respect with the respective business activities of the Company Material Adverse Effector any Company Subsidiary. No labor union or similar organization has otherwise been certified to represent any persons employed by the Company or any Company Subsidiary or to the Company's knowledge has applied to represent such employees or or, to the knowledge of the Company, is attempting to organize so as to represent such employees. There None of the Company, any Company Subsidiary or their respective representatives or employees has committed any unfair labor practices in connection with the operation of the respective businesses of the Company or any Company Subsidiary, and there is no charge or complaint against the Company or any Company Subsidiary by the National Labor Relations Board or any comparable state or foreign agency pending or, to the knowledge of the Company, threatened, except where such unfair labor practice, charge or complaint would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. None of the Company or any Company Subsidiary is materially delinquent in payments to any of its employees for any wages, salaries, commissions, bonuses or other direct compensation for any services performed for itit or amounts required to be reimbursed to such employees. To Each of the Company's knowledgeCompany and each Company Subsidiary has withheld all amounts required by Law or by agreement to be withheld from the wages, there salaries, and other payments to employees, and is not liable for any arrears of wages or any Taxes or any penalty for failure to comply with any of the foregoing. There are no material pending claims against the Company or any Company Subsidiary under any workers' compensation plan or policy or for long term disability. There are no material controversies pending or or, to the knowledge of the Company, threatened, between the Company or any Company Subsidiary and any of their current or former employees, which controversies have or could reasonably be expected to result in an action, suit, proceeding, claim, arbitration or investigation before any Governmental Entity. To the Company's knowledge, no employee of the Company or any Company Subsidiary is in any material respect in violation of any term of any employment contract, non-disclosure agreement, non-competition 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 such Company Subsidiary because of the nature of the business conducted 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 Company's knowledge, no executive officer or key No employee of the Company or any Company Subsidiary who holds a material position of responsibility within the Company's organization (taken as whole with the Company Subsidiaries) has given notice to the Company or any Company Subsidiary of termination of employment, nor does the Company have any knowledge, that any such executive officer or key employee intends to terminate his or her employment with the Company or such any Company Subsidiary. The Company has made available to Parent true and complete copies of the most recent EEO-1 Report filed on behalf of the Company and each Company Subsidiary. The Company and the Company Subsidiaries are not required to file Vets 100 Reports and do not maintain Affirmative Action Plans. Section 3.11.2 (b) The Company has identified in Section 3.11.2 4.11(b) of the Company Disclosure Schedule and has made available to Parent true and complete copies of (A) all severance and employment agreements (except for offer letters of employment generated in the ordinary course of business and pursuant to which no severance or "change of control" provisions are applicable) with directors, executive officers and key or employees of or consultants to the Company or any Company Subsidiary, (B) all generally applicable severance programs and policies of each of the Company and each Company Subsidiary with or relating to its employees employees, and (C) all plans, programs, agreements and other arrangements of the Company and each Company Subsidiary with or relating to its directors, officers, employees or key consultants which contain provisions increasing or accelerating compensation or vesting of benefits change in connection with a change of control of the Companyprovisions. None of Neither the execution and delivery of this Agreement or the Ancillary Agreements or 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) (A) 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 Company Subsidiary or affiliate from the Company or any Company Subsidiary or affiliate 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 4.11(b) of the Company Disclosure Schedule or any agreement incorporating change in control provisions with the Company has terminated employment or been terminated, nor, to the knowledge of the Company, has any event occurred that could give rise to a termination event, in either case under circumstances that has given, or could give, rise to a severance obligation on the part of the Company under such agreement. Section 3.11.3 (c) There are no pending or, to the Company's knowledge, or threatened claims (other than claims for benefits in the ordinary course), lawsuits or arbitrations which have been asserted or instituted against any Company Benefit Plan, any fiduciaries thereof with respect to their duties to such the Company Benefit Plans or the assets of any of the trusts under any of the Company Benefit Plan Plans which could reasonably be expected to result in any material liability of the Company or any Company Subsidiary to the Pension Benefit Guaranty Corporation, the Department of Treasury, the Department of Labor or any Multiemployer Plan.