Common use of Personnel Matters Clause in Contracts

Personnel Matters. (a) True, accurate, and complete lists of all of the directors, officers, and employees of each of the Companies, as of May 4, 2006 (collectively, “Personnel”) and their positions are included on Schedule 3.26(a) of the Disclosure Schedules. True and complete information concerning the respective salaries, wages, and other compensation paid by the applicable Company during 2004 and 2005 as well as dates of employment, and date and amount of last salary increase, of such Personnel has been provided previously to FAAC. (b) All bonuses and other compensation owed by the Companies to their respective employees and consultants for periods prior to December 31, 2005, have been paid in full and all compensation owed and due by the Companies to their respective employees and Consultants for periods after December 31, 2005 is paid and current (other than bonuses). (i) A bonus pool (the “Bonus Pool”) for fiscal year 2006 has been established (which is shown and accrued for with adequate revenues on the Interim Financials) from which bonuses are to be paid to certain employees of the Companies if and when such bonuses are determined by the Companies’ management at the end of the Companies’ 2006 fiscal year (the “Employee Bonuses”). (ii) Certain employees of the Companies are entitled to “Phantom Membership Interest Appreciation Rights” that are due and payable in full on the Closing Date (the “Phantom Membership Interest Plan”). Schedule 3.26(b) of the Disclosure Schedules shows the employees participating in the Phantom Membership Interest Plan and the amounts payable at Closing for each such participant. At Closing the Companies shall be responsible for paying all sums due under the Phantom Membership Interest Plan and deliver to FAAC releases for each participant in the Phantom Membership Interest Plan in the form allocated hereafter as Exhibit J (the “Phantom Membership Interest Release”). (iii) The Estimated Closing Balance Sheet shall include reserves for the Bonus Pool and the payment of all sums due at Closing under the Phantom Membership Interest Plan. (c) There are no disputes, grievances, or disciplinary actions pending, or, to the Knowledge of the Companies, threatened, by or between either of the Companies and any Personnel. (d) All personnel policies and manuals of the Companies are listed on Schedule 3.26(d) of the Disclosure Schedules, and true, accurate, and complete copies of all such written personnel policies and manuals have been provided to FAAC. (e) Except for the Employee Bonuses or as otherwise listed on Schedule 3.26(e) of the Disclosure Schedules, neither of the Companies is a party to any: (i) management, employment, consulting, or other agreement with any Personnel or other person providing for employment or payments over a period of time or for termination or severance benefits, whether or not conditioned upon a change in control of the Companies; (ii) bonus, incentive, deferred compensation, severance pay, profit-sharing, stock purchase, stock option, benefit, or similar plan, agreement, or arrangement, whether written or unwritten; (iii) collective bargaining agreement or other agreement with any labor union or other Personnel organization (and no such agreement is currently being requested by, or is under discussion by management with, any Personnel or others); or (iv) other employment contracts, non-competition agreement, or other compensation agreement or arrangement affecting or relating to Personnel or former Personnel of the Companies, whether written or unwritten. (f) To the Knowledge of the Companies and except as otherwise disclosed on Schedule 3.26(f) of the Disclosure Schedules, there do not exist any facts that would give reasonable cause to believe that there will occur a discontinuation after the Closing Date of any currently existing employment situation of any executive and managerial Personnel with respect to either of the Companies on the currently existing terms. (g) No officer, director, agent or employee of, or Consultant to, either of the Companies is bound by any contract or agreement that purports to limit the ability of such officer, director, agent, employee, or Consultant to (i) engage in or continue in any conduct, activity, or practice relating to the business of either of the Companies or (ii) assign to the Companies or to any other Person any rights to any Intellectual Property or any Intellectual Property Right. (h) Except as otherwise disclosed on Schedule 3.26(h) of the Disclosure Schedules, no leased employee, as defined in Code Section 414(n), or independent contractor performs service for either of the Companies.

Personnel Matters. (a) True, accurate, and complete lists of all of the directors, officers, and employees of each of the Companies, as of May 4, 2006 (collectively, “Personnel”) and their positions are included on Schedule 3.26(a) of the Disclosure Schedules. True and complete information concerning the respective salaries, wages, and other compensation paid by the applicable Company during 2004 and 2005 as well as dates of employment, and date and amount of last salary increase, of such Personnel has been provided previously to FAAC. (b) All bonuses and other compensation owed by the Companies to their respective employees and consultants for periods prior to December 31, 2005, have been paid in full and all compensation owed and due by the Companies to their respective employees and Consultants for periods after December 31, 2005 is paid and current (other than bonuses). (i) A bonus pool (the “Bonus Pool”) for fiscal year 2006 has been established (which is shown and accrued for with adequate revenues on the Interim Financials) from which bonuses are to be paid to certain employees of the Companies if and when such bonuses are determined by the Companies’ management at the end of the Companies’ 2006 fiscal year (the “Employee Bonuses”). (ii) Certain employees of the Companies are entitled to “Phantom Membership Interest Appreciation Rights” that are due and payable in full on the Closing Date (the “Phantom Membership Interest Plan”). Schedule 3.26(b) of the Disclosure Schedules shows the employees participating in the Phantom Membership Interest Plan and the amounts payable at Closing for each such participant. At Closing the Companies shall be responsible for paying all sums due under the Phantom Membership Interest Plan and deliver to FAAC releases for each participant in the Phantom Membership Interest Plan in the form allocated hereafter as Exhibit J I (the “Phantom Membership Interest Release”). (iii) The Estimated Closing Balance Sheet shall include reserves for the Bonus Pool and the payment of all sums due at Closing under the Phantom Membership Interest Plan. (c) There are no disputes, grievances, or disciplinary actions pending, or, to the Knowledge of the Companies, threatened, by or between either of the Companies and any Personnel. (d) All personnel policies and manuals of the Companies are listed on Schedule 3.26(d) of the Disclosure Schedules, and true, accurate, and complete copies of all such written personnel policies and manuals have been provided to FAAC. (e) Except for the Employee Bonuses or as otherwise listed on Schedule 3.26(e) of the Disclosure Schedules, neither of the Companies is a party to any: (i) management, employment, consulting, or other agreement with any Personnel or other person providing for employment or payments over a period of time or for termination or severance benefits, whether or not conditioned upon a change in control of the Companies; (ii) bonus, incentive, deferred compensation, severance pay, profit-sharing, stock purchase, stock option, benefit, or similar plan, agreement, or arrangement, whether written or unwritten; (iii) collective bargaining agreement or other agreement with any labor union or other Personnel organization (and no such agreement is currently being requested by, or is under discussion by management with, any Personnel or others); or (iv) other employment contracts, non-competition agreement, or other compensation agreement or arrangement affecting or relating to Personnel or former Personnel of the Companies, whether written or unwritten. (f) To the Knowledge of the Companies and except as otherwise disclosed on Schedule 3.26(f) of the Disclosure Schedules, there do not exist any facts that would give reasonable cause to believe that there will occur a discontinuation after the Closing Date of any currently existing employment situation of any executive and managerial Personnel with respect to either of the Companies on the currently existing terms. (g) No officer, director, agent or employee of, or Consultant to, either of the Companies is bound by any contract or agreement that purports to limit the ability of such officer, director, agent, employee, or Consultant to (i) engage in or continue in any conduct, activity, or practice relating to the business of either of the Companies or (ii) assign to the Companies or to any other Person any rights to any Intellectual Property or any Intellectual Property Right. (h) Except as otherwise disclosed on Schedule 3.26(h) of the Disclosure Schedules, no leased employee, as defined in Code Section 414(n), or independent contractor performs service for either of the Companies.

Personnel Matters. (a) True, accurate, and complete lists of all of the directors, officers, and employees of ATS and each of the CompaniesAcquired Subsidiaries, as of May 4March 17, 2006 (collectively, “Personnel”) and their positions are included on Schedule 3.26(a) of the Disclosure Schedules. True and complete information concerning the respective salaries, wages, and other compensation paid by ATS, or the applicable Company Acquired Subsidiary, as the case may be, during 2004 and 2005 as well as dates of employment, and date and amount of last salary increase, of such Personnel has been provided previously to FAACFSAC. (b) All bonuses and other compensation owed by the Companies to their respective employees and consultants for periods prior to December October 31, 2005, have been paid in full and all compensation owed and due by the Companies to their respective employees and Consultants consultants for periods after December October 31, 2005 is paid and current (other than bonusesbonuses and “Change in Control Payments” (hereinafter defined). (i) ). A bonus pool (the “Bonus Pool”) for fiscal year 2006 has been established (which is shown and accrued for with adequate revenues on the Interim Financials) from which bonuses are to be paid to certain employees of the Companies ATS if and when such bonuses are determined by the CompaniesATS’ management at the end of the CompaniesATS’ 2006 fiscal year year. The Companies have entered into Change in Control Retention Agreements and Change in Control Bonus Agreements (collectively the “Change in Control Agreements”) with certain employees and consultants as shown on Schedule 3.26(b) of the Disclosure Schedules, under the terms of which payments (as shown on Schedule 3.26(b)) are due upon the consummation of the Contemplated Transactions (the “Employee BonusesChange in Control Payments”). (ii) . Certain employees of the Companies Acquired Subsidiaries are entitled to “Phantom Membership Interest Appreciation Rights” that are due and payable in full bonuses under the Appix bonus plan as described on the Closing Date (the “Phantom Membership Interest Plan”). Schedule 3.26(b) of the Disclosure Schedules shows the employees participating in the Phantom Membership Interest Plan and the amounts payable at Closing for each such participant. At Closing the Companies shall be responsible for paying all sums due payments under the Appix Phantom Membership Interest Stock Plan and deliver to FAAC releases for each participant in as described on Schedule 3.10(b) of the Phantom Membership Interest Plan in the form allocated hereafter as Exhibit J (the “Phantom Membership Interest Release”). (iii) Disclosure Schedules. The Estimated Closing Balance Sheet shall include accurately reflect the reserves for the Bonus Pool and the payment of all sums due at Closing under the Phantom Membership Interest PlanPool. (c) There are no disputes, grievances, or disciplinary actions pending, or, to the Knowledge of the CompaniesATS, threatened, by or between either ATS or any of the Companies Acquired Subsidiaries and any Personnel. (d) All personnel policies and manuals of ATS and the Companies Acquired Subsidiaries are listed on Schedule 3.26(d) of the Disclosure Schedules, and true, accurate, and complete copies of all such written personnel policies and manuals have been provided to FAACFSAC. (e) Except for the Employee Bonuses or as otherwise listed on Schedule 3.26(e) of the Disclosure Schedules, neither ATS nor any of the Companies Acquired Subsidiaries is a party to any: (i) management, employment, consulting, or other agreement with any Personnel or other person providing for employment or payments over a period of time or for termination or severance benefits, whether or not conditioned upon a change in control of ATS or any of the CompaniesAcquired Subsidiaries; (ii) bonus, incentive, deferred compensation, severance pay, profit-sharing, stock purchase, stock option, benefit, or similar plan, agreement, or arrangement, whether written or unwritten; (iii) collective bargaining agreement or other agreement with any labor union or other Personnel organization (and no such agreement is currently being requested by, or is under discussion by management with, any Personnel or others); or (iv) other employment contracts, non-competition agreement, or other compensation agreement or arrangement affecting or relating to Personnel or former Personnel of ATS or any of the CompaniesAcquired Subsidiaries, whether written or unwritten. (f) To the Knowledge of the Companies ATS and except as otherwise disclosed on Schedule 3.26(f) of the Disclosure Schedules, there do not exist any facts that would give reasonable cause to believe that there will occur a discontinuation after the Closing Date of any currently existing employment situation of any executive and managerial Personnel with respect to either ATS or any of the Companies Acquired Subsidiaries on the currently existing terms. (g) No officer, director, agent or employee of, or Consultant to, either ATS or any of the Companies Acquired Subsidiaries is bound by any contract or agreement that purports to limit the ability of such officer, director, agent, employee, or Consultant to (i) engage in or continue in any conduct, activity, or practice relating to the business of either ATS or any of the Companies Acquired Subsidiaries or (ii) assign to ATS or the Companies appropriate Acquired Subsidiary or to any other Person any rights to any Intellectual Property or any Intellectual Property Right. (h) Except as otherwise disclosed set forth on Schedule 3.26(h) of the Disclosure Schedules, no leased employee, as defined in Code Section 414(n), or independent contractor performs service for either of the CompaniesATS or any Acquired Subsidiary.

Personnel Matters. (a) True, accurate, and complete lists of all of the directors, officers, and employees of Synergy and each of the CompaniesAcquired Subsidiaries, as of May 4December 31, 2006 2004 (collectively, “Personnel”) and their positions are included on Schedule Section 3.26(a) of the Disclosure SchedulesSchedule. True and complete information concerning the respective salaries, wages, and other compensation paid by Synergy, or the applicable Company Acquired Subsidiary, as the case may be, during 2004 2001, 2002 and 2005 2003 as well as dates of employment, and date and amount of last salary increase, of such Personnel has been provided previously to FAACICF. (b) All A true and accurate list of accrued and unpaid bonuses and other compensation owed by due the Companies to their respective employees and consultants for periods prior to December 31Principal Shareholders is included on Section 3.26(b) of the Disclosure Schedule (the “Accrued Principal Shareholders’ Bonuses”). The aggregate amount of the Accrued Principal Shareholders’ Bonuses as of the Effective Date is approximately Two Million Seven Hundred Thousand Dollars ($2,726,043). On or before the Closing Date, 2005, have been paid in full and all compensation owed and due by the Companies to their respective employees and Consultants for periods after December 31, 2005 is paid and current (other than bonuses). Principal Shareholders (i) A bonus pool shall (and shall cause Synergy and any applicable Acquired Subsidiaries) to cancel with no liability to or payment by Synergy or any applicable Acquired Subsidiaries each of the Accrued Principal Shareholders’ Bonuses and (ii) shall deliver to ICF a release, in form reasonably satisfactory to ICF, signed by each Principal Shareholder to whom Accrued Principal Shareholders’ Bonuses were owed (collectively the “Bonus Pool”) for fiscal year 2006 has been established (which is shown and accrued for with adequate revenues on the Interim Financials) from which bonuses are to be paid to certain employees of the Companies if and when such bonuses are determined by the CompaniesAccrued Principal Shareholders’ management at the end of the Companies’ 2006 fiscal year (the “Employee BonusesBonuses Releases”). (iic) Certain A true and accurate list of the employees of the Companies Synergy or any applicable Acquired Subsidiaries who are entitled to “Phantom Membership Interest Appreciation Rights” that are due bonuses accrued for periods prior to 2004 and payable in full on whom Synergy or any of the Acquired Subsidiaries is responsible for paying prior to the Closing Date and the amount of the bonuses (the “Phantom Membership Interest PlanSynergy Pre-2004 Bonuses”). Schedule 3.26(b) are included on Section 3.26(c) of the Disclosure Schedules shows Schedule. The aggregate amount of the Synergy Pre-2004 Bonuses as of the Effective Date is approximately $845,440. On or before the Closing Date, the Principal Shareholders (i) shall cause Synergy, or the applicable Acquired Subsidiaries to pay in full the Synergy Pre-2004 Bonuses and (ii) shall deliver (or cause Synergy to deliver) to ICF a release, in form reasonably satisfactory to ICF, signed by each employee to whom Synergy Pre-2004 Bonuses are owed (the “Synergy Pre-2004 Bonuses Releases”). (d) A true and accurate list of the employees participating in of Synergy or any Acquired Subsidiary entitled to bonuses accrued for periods prior to 2004 and whom ICF, Synergy or any of the Phantom Membership Interest Plan and the amounts payable at Closing for each such participant. At Closing the Companies Acquired Subsidiaries shall be responsible for paying all sums due under after the Phantom Membership Interest Plan Closing Date and deliver to FAAC releases for each participant in the Phantom Membership Interest Plan in amount of the form allocated hereafter as Exhibit J bonuses (the “Phantom Membership Interest ReleaseICF Pre-2004 Bonuses”)) are included on Section 3.26(d) of the Disclosure Schedule. The aggregate amount of the ICF Pre-2004 Bonuses as of the Effective Date is $408,000. (iiie) A true and accurate list of the employees entitled to bonuses accrued for periods from January 1, 2004 through the Closing Date and payable by ICF, Synergy, or an Acquired Subsidiary after the Closing Date and the amount of the bonuses (the “Accrued 2004 Bonus Liability”), are included on Section 3.26(e) of the Disclosure Schedule. The Estimated Closing Balance Sheet shall Financial Statements include reserves for sufficient to pay in full the Accrued 2004 Bonus Pool and the payment of all sums due at Closing under the Phantom Membership Interest PlanLiability. (cf) There are no disputes, grievances, or disciplinary actions pending, or, to the Knowledge of the CompaniesSynergy, threatened, by or between either Synergy or any of the Companies Acquired Subsidiaries and any Personnel. (dg) All personnel policies and manuals of Synergy and the Companies Acquired Subsidiaries are listed on Schedule 3.26(dSection 3.26(g) of the Disclosure SchedulesSchedule, and true, accurate, and complete copies of all such written personnel policies and manuals have been provided made available to FAACICF. (eh) Except for the Employee Bonuses or as otherwise listed set forth on Schedule 3.26(eSchedules 3.26(h) and 3.28(b), neither Synergy nor any of the Disclosure Schedules, neither of the Companies Acquired Subsidiaries is a party to any: (i) management, employment, consulting, or other agreement with any Personnel or other person providing for employment or payments over a period of time or for termination or severance benefits, whether or not conditioned upon a change in control of Synergy or any of the CompaniesAcquired Subsidiaries; (ii) bonus, incentive, deferred compensation, severance pay, profit-sharing, stock purchase, stock option, benefit, or similar plan, agreement, or arrangement, whether written or unwritten; (iii) collective bargaining agreement or other agreement with any labor union or other Personnel organization (and no such agreement is currently being requested by, or is under discussion by management with, any Personnel or others); or (iv) other employment contractscontract, non-competition agreement, or other compensation agreement or arrangement affecting or relating to Personnel or former Personnel of Synergy or any of the CompaniesAcquired Subsidiaries, whether written or unwritten. (f) To the Knowledge of the Companies and except as otherwise disclosed on Schedule 3.26(f) of the Disclosure Schedules, there do not exist any facts that would give reasonable cause to believe that there will occur a discontinuation after the Closing Date of any currently existing employment situation of any executive and managerial Personnel with respect to either of the Companies on the currently existing terms. (gi) No officer, director, agent or employee of, or Consultant to, either of the Companies is bound by any contract or agreement that purports to limit the ability of such officer, director, agent, employee, or Consultant to (i) engage in or continue in any conduct, activity, or practice relating to the business of either of the Companies or (ii) assign to the Companies or to any other Person any rights to any Intellectual Property or any Intellectual Property Right. (h) Except as otherwise disclosed on Schedule 3.26(h) of the Disclosure Schedules, no leased employee, as defined in Code Section 414(n)) of the Code, or (ii) independent contractor performs service for either of the CompaniesSynergy or any Acquired Subsidiary.

Personnel Matters. (a) True, accurate, and complete lists of all of the directors, officers, and employees of Caliber and each of the CompaniesAcquired Subsidiaries, as of May 4September 12, 2006 (2005 collectively, “Personnel”) and their positions are included on Schedule Section 3.26(a) of the Disclosure SchedulesSchedule. True and complete information concerning the respective salaries, wages, and other compensation paid by Caliber, or the applicable Company Acquired Subsidiary, as the case may be, during 2002, 2003 and 2004 and 2005 as well as dates of employment, and date and amount of last salary increase, of such Personnel has been provided previously to FAACICF. (b) All Except for amounts due under the Executive Deferred Compensation Plan, all bonuses and other compensation owed by Caliber and the Companies Acquired Subsidiaries to their respective employees and consultants for periods prior to December 31January 1, 2005, have been paid in full full. Except for amounts due under the Executive Deferred Compensation Plan, a true and all accurate list of the employees of Caliber or any applicable Acquired Subsidiaries that are eligible to bonuses or other compensation owed and due by the Companies to their respective employees and Consultants of any kind for periods after December 31from January 1, 2005 is paid and current (other than bonuses). (i) A bonus pool (the “Bonus Pool”) for fiscal year 2006 has been established (which is shown and accrued for with adequate revenues on the Interim Financials) from which bonuses are to be paid to certain employees of the Companies if and when such bonuses are determined by the Companies’ management at the end of the Companies’ 2006 fiscal year (the “Employee Bonuses”). (ii) Certain employees of the Companies are entitled to “Phantom Membership Interest Appreciation Rights” that are due and payable in full on through the Closing Date (the “Phantom Membership Interest PlanAccrued Bonuses”). Schedule ) are shown on Section 3.26(b) of the Disclosure Schedules shows Schedule; provided, however, that in no event shall the employees participating Accrued Bonuses in the Phantom Membership Interest Plan aggregate exceed $566,000. The Interim Financial Statements, the Estimated Closing Balance Sheet and the amounts payable at Closing for each such participant. At Closing the Companies shall be responsible for paying all sums due under the Phantom Membership Interest Plan and deliver to FAAC releases for each participant in the Phantom Membership Interest Plan in the form allocated hereafter as Exhibit J (the “Phantom Membership Interest Release”). (iii) The Estimated Closing Balance Sheet shall include reserves for sufficient to pay in full the Bonus Pool and the payment of all sums due at Closing under the Phantom Membership Interest PlanAccrued Bonuses. (c) Various Persons are entitled to receive deferred compensation under the Executive Deferred Compensation Plan (the “Executive Deferred Compensation”) shown on Section 3.26(c) of the Disclosure Schedule. The Interim Financial Statements, the Estimated Closing Balance Sheet and the Closing Balance Sheet shall accurately reflect the Employee Bonuses and the Executive Deferred Compensation and their payment. (d) There are no disputes, grievances, or disciplinary actions pending, or, to the Knowledge of the CompaniesCaliber, threatened, by or between either Caliber or any of the Companies Acquired Subsidiaries and any Personnel. (de) All personnel policies and manuals of Caliber and the Companies Acquired Subsidiaries are listed on Schedule 3.26(dSection 3.26(e) of the Disclosure SchedulesSchedule, and true, accurate, and complete copies of all such written personnel policies and manuals have been provided to FAACICF. (ef) Except for the Employee Bonuses or as otherwise listed on Schedule 3.26(eSection 3.26(f) of the Disclosure SchedulesSchedule, neither Caliber nor any of the Companies Acquired Subsidiaries is a party to any: (i) management, employment, consulting, or other agreement with any Personnel or other person providing for employment or payments over a period of time or for termination or severance benefits, whether or not conditioned upon a change in control of Caliber or any of the CompaniesAcquired Subsidiaries; (ii) bonus, incentive, deferred compensation, severance pay, profit-sharing, stock purchase, stock option, benefit, or similar plan, agreement, or arrangement, whether written or unwritten; (iii) collective bargaining agreement or other agreement with any labor union or other Personnel organization (and no such agreement is currently being requested by, or is under discussion by management with, any Personnel or others); or (iv) other employment contractscontract, non-competition agreement, or other compensation agreement or arrangement affecting or relating to Personnel or former Personnel of Caliber or any of the CompaniesAcquired Subsidiaries, whether written or unwritten. (fg) To the Knowledge of the Companies and except as otherwise disclosed on Schedule 3.26(f) of the Disclosure SchedulesCaliber, there do not exist any facts that would give reasonable cause to believe that there will occur a discontinuation after the Closing Date of any currently existing employment situation of any executive and managerial Personnel with respect to either Caliber or any of the Companies Acquired Subsidiaries on the currently existing terms. (gh) No To the Knowledge of Caliber, no officer, director, agent or employee of, or Consultant to, either Caliber or any of the Companies Acquired Subsidiaries is bound by any contract or agreement that purports to limit the ability of such officer, director, agent, employee, or Consultant to (i) engage in or continue in any conduct, activity, or practice relating to the business of either Caliber or any of the Companies Acquired Subsidiaries or (ii) assign to Caliber or the Companies appropriate Acquired Subsidiary or to any other Person any rights to any Intellectual Property or any Intellectual Property Right. (hi) Except as otherwise disclosed set forth on Schedule 3.26(hSection 3.26(i) of the Disclosure SchedulesSchedule, no leased employee, as defined in Code Section 414(n), or independent contractor performs service for either of the CompaniesCaliber or any Acquired Subsidiary.