Common use of Employees; Labor Matters Clause in Contracts

Employees; Labor Matters. Schedule 4.12 sets forth a true and complete list of each executive and manager of the Company and its Subsidiaries with the job title, location of service, date of commencement of service, 2007 base compensation and target bonus, and anticipated 2008 base compensation and target bonus for each such executive and manager. To the Company’s Knowledge, no such executive or manager has any present intention to terminate his or her employment with the Company or its Subsidiaries, as applicable. Neither the Company nor any of its Subsidiaries is a party to or bound by any collective bargaining agreement and there are no labor unions, works councils or other organizations representing, purporting to represent or attempting to represent any employee of the Company or any of its Subsidiaries. No strike, slowdown, picketing, work stoppage, concerted refusal to work overtime or other similar labor activity has occurred, been threatened or, to the Company’s Knowledge, is anticipated with respect to any employee of the Company or any of its Subsidiaries. There are no labor disputes currently subject to any grievance procedure, arbitration or litigation and there is no representation petition pending, threatened or, to the Company’s Knowledge, anticipated with respect to any employee of the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries have engaged in any unfair labor practices within the meaning of the National Labor Relations Act. The Company and its Subsidiaries are in compliance in all material respects with all Applicable Laws relating to employment and employment practices, workers’ compensation, terms and conditions of employment, worker safety, wages and hours, civil rights, discrimination, immigration, collective bargaining, and the Worker Adjustment and Retraining Notification Act, 29 U.S.C. § 2109 et seq. or the regulations promulgated thereunder. There have been no claims of harassment, discrimination, retaliatory act or similar actions against any employee, officer or director of the Company or any of its Subsidiaries at any time during the past four years and, to the Company’s Knowledge, no facts exist that could reasonably be expected to give rise to such claims or actions. To the Company’s Knowledge, no employees of the Company or any of its Subsidiaries are 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 any of its Subsidiaries because of the nature of the business conducted or presently proposed to be conducted by the Company or any of its Subsidiaries or to the use of trade secrets or proprietary information of others.

Employees; Labor Matters. Schedule 4.12 sets forth a true and A complete list of each executive employees of DNFC is contained in Schedule 4.19(a) hereto, together with their current position and manager of the Company and its Subsidiaries with the job title, location of service, date of commencement of service, 2007 base compensation and target bonus, and anticipated 2008 base compensation and target bonus for each such executive and managercompensation. To the Company’s Knowledge, no such executive or manager has any present intention DNFC is not delinquent in payments to terminate his or her employment with the Company or its Subsidiaries, as applicable. Neither the Company nor any of its Subsidiaries is a party to or bound by employees for any collective bargaining agreement and there are no labor unionswages, works councils salaries, commissions, bonuses or other organizations representing, purporting direct compensation for any services performed for it to represent the date hereof or attempting amounts required to represent any employee be reimbursed to such employees. Upon termination of the Company employment of any of said employees, neither DNFC nor Epyx will by reason of the transactions contemplated under this Agreement or anything done prior to the Closing be liable to any of said employees for so-called "severance pay" or any of its Subsidiaries. No strikeother payments, slowdown, picketing, work stoppage, concerted refusal to work overtime or other similar labor activity has occurred, been threatened or, to the Company’s Knowledge, is anticipated with respect to any employee of the Company or any of its Subsidiaries. There are no labor disputes currently subject to any grievance procedure, arbitration or litigation and there is no representation petition pending, threatened or, to the Company’s Knowledge, anticipated with respect to any employee of the Company or any of its Subsidiariesexcept as set forth in Schedule 4.19(b). Neither DNFC nor DN has any policy, practice, plan or program of paying any form of severance compensation in connection with the Company nor any termination of its Subsidiaries have engaged employment, except as set forth in any unfair labor practices within the meaning of the National Labor Relations Actsaid Schedule. The Company and its Subsidiaries are DNFC is in compliance in all material respects with all Applicable Laws relating to employment applicable laws and regulations respecting labor, employment, fair employment practices, workers’ compensationwork place safety and health, terms and conditions of employment, worker safety, and wages and hours. There are no charges of employment discrimination or unfair labor practices, civil rightsnor are there any strikes, discriminationslowdowns, immigrationstoppages of work, collective bargainingor any other concerted interference with normal operations which are existing, pending or threatened against or involving DNFC. There are no grievances, complaints or charges that have been filed against DNFC, and the Worker Adjustment and Retraining Notification Act, 29 U.S.C. § 2109 et seq. or the regulations promulgated thereunder. There have been there is no claims of harassment, discrimination, retaliatory act arbitration or similar actions against proceeding pending and no claim therefor has been asserted. No collective bargaining agreement is in effect or is currently being or is about to be negotiated by DNFC. Neither DNFC nor DN has received any employee, officer or director of the Company or information indicating that any of its Subsidiaries at employment policies or practices is currently being audited or investigated by any time during the past four years anddomestic or foreign government agency. No circumstances have arisen under which DNFC is likely to be required to pay damages for wrongful dismissal, to the Company’s Knowledgemake any statutory redundancy payment or make or pay any compensation in respect of unfair dismissal, no facts exist that could reasonably be expected to give rise to such claims or actions. To the Company’s Knowledge, no employees of the Company or make any of its Subsidiaries are in any material respect in violation of any term of other payment under any employment contractprotection or other employment statutes, nontreaties, regulations, by-disclosure agreementlaws, non-competition agreementcodes or orders, or to reinstate or re-engage 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 any of its Subsidiaries or to the use of trade secrets or proprietary information of othersemployee.

Employees; Labor Matters. Schedule 4.12 sets forth a true Seller employs approximately 150 full-time employees and complete list of each executive and manager of the Company and its Subsidiaries with the job title, location of service, date of commencement of service, 2007 base compensation and target bonus, and anticipated 2008 base compensation and target bonus for each such executive and manager2 part-time employees. To the Company’s Knowledge, no such executive or manager has any present intention to terminate his or her employment with the Company or its Subsidiaries, as applicableSeller generally enjoys good employer-employee relationships. Neither the Company Seller nor any of its Subsidiaries the Members is a party to or bound by any collective bargaining agreement and there are no labor unions, works councils or other organizations representing, purporting to represent or attempting to represent any employee aware of the Company existence of any criminal record of any of Seller's employees relating to financial activity, fraud, or sexual behavior or harassment. Seller is not delinquent in payments to any of its Subsidiaries. No strikeemployees for any wages, slowdownsalaries, picketingcommissions, work stoppage, concerted refusal to work overtime bonuses or other similar labor activity has occurred, been threatened or, direct compensation for any services performed for it to the Company’s Knowledgedate hereof or amounts required to be reimbursed to such employees. Upon termination of the employment of any of said employees, is anticipated with respect Buyer will not by reason of the acquisition transaction or anything done prior to the Closing be liable to any employee of the Company said employees for so-called "severance pay" or any other payments. Seller does not have any policy, practice, plan or program of its Subsidiaries. There are no labor disputes currently subject to any grievance procedure, arbitration or litigation and there is no representation petition pending, threatened or, to the Company’s Knowledge, anticipated with respect to any employee of the Company paying severance pay or any form of its Subsidiariesseverance compensation in connection with the termination of employment, except as set forth in said Schedule. Neither the Company nor any of its Subsidiaries have engaged in any unfair labor practices within the meaning of the National Labor Relations Act. The Company and its Subsidiaries are Seller is in compliance in all material respects with all Applicable Laws relating to employment applicable laws and regulations respecting labor, employment, fair employment practices, workers’ compensationwork place safety and health, terms and conditions of employment, worker safety, and wages and hours. There are no charges of employment discrimination or unfair labor practices, civil rightsnor are there any strikes, discriminationslowdowns, immigrationstoppages of work, or any other concerted interference with normal operations existing, pending or threatened against or involving Seller. No labor organization has demanded that Seller recognize it as the collective bargainingbargaining representative of any group of employees of Seller, and or petitioned the Worker Adjustment and Retraining Notification ActNational Labor Relations Board for certification as such representative. There are no grievances, 29 U.S.C. § 2109 et seq. complaints or charges that have been filed against Seller under any dispute resolution procedure (including, but not limited to, any proceedings under any dispute resolution procedure under any collective bargaining agreement) that might have an adverse effect on Seller or the regulations promulgated thereunder. There have been conduct of Seller's business and no claims of harassment, discrimination, retaliatory act arbitration or similar actions against proceeding is pending and no Claim therefor has been asserted. No collective bargaining agreement is in effect or is currently being or is about to be negotiated by Seller. Seller has not received any employee, officer or director of the Company or information to indicate that any of its Subsidiaries employment policies or practices is currently being audited or investigated by any federal, state or local government agency. Seller is, and at any time during all times since its formation has been, in compliance with the past four years and, to the Company’s Knowledge, no facts exist that could reasonably be expected to give rise to such claims or actions. To the Company’s Knowledge, no employees requirements of the Company or any Immigration Reform Control Act of its Subsidiaries are 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 any of its Subsidiaries because of the nature of the business conducted or presently proposed to be conducted by the Company or any of its Subsidiaries or to the use of trade secrets or proprietary information of others1986.

Employees; Labor Matters. Schedule 4.12 sets forth a true and complete list of each executive and manager of the The Company and its Subsidiaries with the job title, location employ a total of service, date of commencement of service, 2007 base compensation approximately one hundred and target bonus, four (104) full-time employees and anticipated 2008 base compensation four (4) part-time employees and target bonus for each such executive and manager. To the Company’s Knowledge, no such executive or manager has any present intention to terminate his or her employment with the Company or its Subsidiaries, as applicablegenerally enjoy good employer-employee relationships. Neither the Company nor any of its Subsidiaries is a party delinquent in payments to any of its employees for any wages, salaries, commissions, bonuses or bound other direct compensation for any services performed for it to the date hereof or amounts required to be reimbursed to such employees. Upon termination of the employment of any of said employees, neither the Company, any Subsidiary nor Buyer will by reason of the transactions contemplated under this Agreement or anything done prior to the Closing be liable to any collective bargaining agreement of said employees for so-called "severance pay" or any other payments, except as set forth in Schedule 2.31. Neither the Company nor any Subsidiary has any policy, practice, plan or program of paying severance pay or any form of severance compensation in connection with the termination of employment, except as set forth in said Schedule. The Company and there each of its Subsidiaries is in compliance with all applicable laws and regulations respecting labor, employment, fair employment practices, work place safety and health, terms and conditions of employment, and wages and hours. There are no charges of employment discrimination or unfair labor unionspractices, works councils nor are there any strikes, slowdowns, stoppages of work, or any other organizations representingconcerted interference with normal operations which are existing, purporting to represent pending or attempting to represent any employee of threatened against or involving the Company or any of its Subsidiaries. No strike, slowdown, picketing, work stoppage, concerted refusal to work overtime or other similar labor activity has occurred, been threatened or, to the Company’s Knowledge, is anticipated with respect to question concerning representation exists respecting any employee employees of the Company or any of its Subsidiaries. There are no labor disputes currently subject to grievances, complaints or charges that have been filed against the Company or any grievance procedureof its Subsidiaries under any dispute resolution procedure (including, arbitration but not limited to, any proceedings under any dispute resolution procedure under any collective bargaining agreement) that might have an adverse effect on the Company or litigation any of its Subsidiaries or the conduct of their respective businesses, and there is no representation petition pending, threatened or, arbitration or similar proceeding pending and no claim therefor has been asserted. No collective bargaining agreement is in effect or is currently being or is about to the Company’s Knowledge, anticipated with respect to any employee of be negotiated by the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries have engaged in has received any unfair labor information indicating that any of its employment policies or practices within the meaning of the National Labor Relations Actis currently being audited or investigated by any federal, state or local government agency. The Company and its Subsidiaries are in compliance in all material respects with all Applicable Laws relating to employment and employment practices, workers’ compensation, terms and conditions of employment, worker safety, wages and hours, civil rights, discrimination, immigration, collective bargaining, and the Worker Adjustment and Retraining Notification Act, 29 U.S.C. § 2109 et seq. or the regulations promulgated thereunder. There have been no claims of harassment, discrimination, retaliatory act or similar actions against any employee, officer or director of the Company or any each of its Subsidiaries is, and at any time during all times since November 6, 1986 has been, in compliance with the past four years and, to the Company’s Knowledge, no facts exist that could reasonably be expected to give rise to such claims or actions. To the Company’s Knowledge, no employees requirements of the Company or any Immigration Reform Control Act of its Subsidiaries are 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 any of its Subsidiaries because of the nature of the business conducted or presently proposed to be conducted by the Company or any of its Subsidiaries or to the use of trade secrets or proprietary information of others1986.

Employees; Labor Matters. Schedule 4.12 sets forth a true and complete list of each executive and manager of the The Company and its Subsidiaries with the job title, location employ a total of service, date of commencement of service, 2007 base compensation 399 full-time employees and target bonus, and anticipated 2008 base compensation and target bonus for each such executive and manager. To the Company’s Knowledge, no such executive or manager has any present intention to terminate his or her employment with the Company or its Subsidiaries, as applicable259 part-time employees. Neither the Company nor any of its Subsidiaries is a party delinquent in payments to any of its employees for any wages, salaries, commissions, bonuses or bound other direct compensation for any services performed for it to the date hereof or amounts required to be reimbursed to such employees. Upon termination of the employment of any of said employees, neither the Company, any Subsidiary nor Buyer will by reason of the transactions contemplated under this Agreement or anything done prior to the Closing be liable to any collective bargaining agreement of said employees for so-called "severance pay" or any other payments. Neither the Company nor any Subsidiary has any policy, practice, plan or program of paying severance pay or any form of severance compensation in connection with the termination of employment. Except as set forth on SCHEDULE 2.30, the Company and there each of its Subsidiaries is in compliance with all applicable laws and regulations respecting labor, employment, fair employment practices, work place safety and health, terms and conditions of employment, and wages and hours. There are no charges of employment discrimination or unfair labor unionspractices, works councils nor are there any strikes, slowdowns, stoppages of work, or any other organizations representingconcerted interference with normal operations which are existing, purporting pending or, to represent the Knowledge of the Company or attempting to represent any employee of Stockholder, threatened against or involving the Company or any of its Subsidiaries. No strike, slowdown, picketing, work stoppage, concerted refusal to work overtime or other similar labor activity has occurred, been threatened or, to the Company’s Knowledge, is anticipated with respect to question concerning representation exists respecting any employee employees of the Company or any of its Subsidiaries. There are no labor disputes currently subject to grievances, complaints or charges that have been filed against the Company or any grievance procedureof its Subsidiaries under any dispute resolution procedure (including, arbitration but not limited to, any proceedings under any dispute resolution procedure under any collective bargaining agreement) that could, individually or litigation in the aggregate, have a Material Adverse Effect and there is no representation petition pending, threatened or, arbitration or similar proceeding pending and no claim therefor has been asserted. No collective bargaining agreement is in effect or is currently being or is about to the Company’s Knowledge, anticipated with respect to any employee of be negotiated by the Company or any of its Subsidiaries. Neither Except as set forth on SCHEDULE 2.30, neither the Company nor any of its Subsidiaries have engaged in has received any unfair labor information indicating that any of its employment policies or practices within the meaning of the National Labor Relations Actis currently being audited or investigated by any federal, state or local government agency. The Company and each of its Subsidiaries are is, and at all times since November 6, 1986 has been, in compliance in all material respects with all Applicable Laws relating to employment and employment practices, workers’ compensation, terms and conditions of employment, worker safety, wages and hours, civil rights, discrimination, immigration, collective bargaining, and the Worker Adjustment and Retraining Notification Act, 29 U.S.C. § 2109 et seq. or the regulations promulgated thereunder. There have been no claims of harassment, discrimination, retaliatory act or similar actions against any employee, officer or director requirements of the Company or any Immigration Reform Control Act of its Subsidiaries at any time during the past four years and, to the Company’s Knowledge, no facts exist that could reasonably be expected to give rise to such claims or actions. To the Company’s Knowledge, no employees of the Company or any of its Subsidiaries are 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 any of its Subsidiaries because of the nature of the business conducted or presently proposed to be conducted by the Company or any of its Subsidiaries or to the use of trade secrets or proprietary information of others1986.

Employees; Labor Matters. Schedule 4.12 sets forth a true and A complete list of each executive and manager employees of the Company and its Subsidiaries Companies is available to the Purchasers, upon reasonable request, together with their current position. The Companies are not delinquent in payments to any of their employees for any wages, salaries, commissions, bonuses or other direct compensation for any services performed for it to the date hereof or amounts required to be reimbursed to such employees. Upon termination of the employment of any of said employees, the Companies will not, by reason of the transactions contemplated under this Agreement or anything done prior to the Closing, be liable to any of said employees for so-called "severance pay" or any other payments. The Companies have no policy, practice, plan or program of paying any form of severance compensation in connection with the job titletermination of employment, location of service, date of commencement of service, 2007 base compensation and target bonus, and anticipated 2008 base compensation and target bonus for each such executive and manager. To the Company’s Knowledge, no such executive or manager has any present intention to terminate his or her employment with the Company or its Subsidiaries, except as applicable. Neither the Company nor any of its Subsidiaries is a party to or bound by any collective bargaining agreement and there are no labor unions, works councils or other organizations representing, purporting to represent or attempting to represent any employee of the Company or any of its Subsidiaries. No strike, slowdown, picketing, work stoppage, concerted refusal to work overtime or other similar labor activity has occurred, been threatened or, to the Company’s Knowledge, is anticipated with respect to any employee of the Company or any of its Subsidiaries. There are no labor disputes currently subject to any grievance procedure, arbitration or litigation and there is no representation petition pending, threatened or, to the Company’s Knowledge, anticipated with respect to any employee of the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries have engaged set forth in any unfair labor practices within the meaning of the National Labor Relations Actsaid Schedule. The Company and its Subsidiaries Companies are in compliance in all material respects with all Applicable Laws relating to employment applicable laws and regulations respecting labor, employment, fair employment practices, workers’ compensationwork place safety and health, terms and conditions of employment, worker safety, and wages and hours, civil rights, discrimination, immigration, collective bargaining, and the Worker Adjustment and Retraining Notification Act, 29 U.S.C. § 2109 et seq. or the regulations promulgated thereunder. There have been are no claims charges of harassmentemployment discrimination or unfair labor practices, discriminationnor are there any strikes, retaliatory act or similar actions against any employeeslowdowns, officer or director stoppages of the Company or any of its Subsidiaries at any time during the past four years and, to the Company’s Knowledge, no facts exist that could reasonably be expected to give rise to such claims or actions. To the Company’s Knowledge, no employees of the Company or any of its Subsidiaries are in any material respect in violation of any term of any employment contract, non-disclosure agreement, non-competition agreementwork, or any restrictive covenant to a former employer relating to other concerted interference with normal operations which are existing, pending or threatened against or involving the right of any such employee Companies. There are no grievances, complaints or charges that have been filed against the Companies, and there is no arbitration or similar proceeding pending and no claim therefor has been asserted. No collective bargaining agreement is in effect or is currently being or is about to be employed negotiated by the Company or Companies. The Companies have received no information indicating that any of its Subsidiaries because of their employment policies or practices is currently being audited or investigated by any domestic or foreign government agency. No circumstances have arisen under which the nature of the business conducted or presently proposed Companies are likely to be conducted by the Company required to pay damages for wrongful dismissal, to make any statutory redundancy payment or make or pay any compensation in respect of its Subsidiaries unfair dismissal, or make any other payment under any employment protection or other employment statutes, treaties, regulations, by-laws, codes or orders, or to the use of trade secrets reinstate or proprietary information of othersre-engage any former employee.

Employees; Labor Matters. Schedule 4.12 sets forth Seller employs approximately seven (7) full-time employees and three (3) part-time employees. Seller shall provide to Buyer a true and complete list of each executive and manager the employees of the Company and its Subsidiaries Seller in connection with the job titleBusiness at the Closing, location of serviceincluding the name, date of commencement hire and wages of service, 2007 base compensation and target bonus, and anticipated 2008 base compensation and target bonus for each such executive and manageremployees. To the Company’s Knowledge, no such executive or manager has any present intention Seller is not delinquent in payments to terminate his or her employment with the Company or its Subsidiaries, as applicable. Neither the Company nor any of its Subsidiaries is a party to or bound by employees for any collective bargaining agreement and there are no labor unionswages, works councils salaries, commissions, bonuses or other organizations representing, purporting direct compensation for any services performed for it to represent the date hereof or attempting amounts required to represent any employee be reimbursed to such employees. Upon termination of the Company employment of any of said employees, neither Seller nor Buyer will by reason of the transactions contemplated hereby or anything done prior to the Closing be liable to any of said employees for so-called "severance pay" or any other payments, except as set forth on Schedule 2.10 attached hereto. Seller does not have any policy, practice, plan or program of its Subsidiaries. No strike, slowdown, picketing, work stoppage, concerted refusal to work overtime or other similar labor activity has occurred, been threatened or, to the Company’s Knowledge, is anticipated with respect to any employee of the Company paying severance pay or any form of its Subsidiariesseverance compensation in connection with the termination of employment, except as set forth on said Schedule, or otherwise required by law. There are no labor disputes currently subject to any grievance procedure, arbitration or litigation and there Seller is no representation petition pending, threatened or, to the Company’s Knowledge, anticipated with respect to any employee of the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries have engaged in any unfair labor practices within the meaning of the National Labor Relations Act. The Company and its Subsidiaries are in compliance in all material respects with all Applicable Laws relating to employment applicable laws and regulations respecting labor, employment, fair employment practices, workers’ compensationwork place safety and health, terms and conditions of employment, worker safety, and wages and hours. There are no charges of employment discrimination or unfair labor practices, civil rightsnor are there any strikes, discriminationslowdowns, immigrationstoppages of work, collective bargainingor any other concerted interference with normal operations existing, pending or, to the knowledge of Seller and the Worker Adjustment and Retraining Notification ActPrincipal Shareholders, 29 U.S.C. § 2109 et seqthreatened against or involving Seller. No question concerning union representation exists respecting any group of employees of Seller. No collective bargaining agreement is in effect or the regulations promulgated thereunderis currently being or is about to be negotiated by Seller. There have been Seller has received no claims of harassment, discrimination, retaliatory act or similar actions against any employee, officer or director of the Company or information to indicate that any of its Subsidiaries employment policies or practices is currently being audited or investigated by any federal, state or local government agency. Seller is, and at any time during all times since November 6, 1986 has been, in compliance with the past four years and, to the Company’s Knowledge, no facts exist that could reasonably be expected to give rise to such claims or actions. To the Company’s Knowledge, no employees requirements of the Company or any Immigration Reform Control Act of its Subsidiaries are 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 any of its Subsidiaries because of the nature of the business conducted or presently proposed to be conducted by the Company or any of its Subsidiaries or to the use of trade secrets or proprietary information of others1986.

Employees; Labor Matters. Schedule 4.12 sets The Company employs a total of approximately seven full-time employees and two part-time employees and generally enjoys good employer-employee relationships. The Company is not 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 date hereof or for amounts required to be reimbursed to such employees. Upon termination of the employment of any of said employees, none of the Company, the Surviving Corporation, the Acquisition Corp or AB will, by reason of the transactions contemplated under this Agreement, be liable to any of said employees for so-called "severance pay" or any other payments, except as set forth a true and complete list in SCHEDULE 2.25. The Company has no policy, practice, plan or program of each executive and manager paying severance pay or any form of severance compensation in connection with the termination of employment, except as set forth in said SCHEDULE. To the knowledge of the Company and its Subsidiaries with the job titlePrincipal Stockholder, location of service, date of commencement of service, 2007 base compensation and target bonus, and anticipated 2008 base compensation and target bonus for each such executive and manager. To the Company’s Knowledge, no such executive or manager has any present intention to terminate his or her employment with the Company or its Subsidiaries, as applicable. Neither the Company nor any of its Subsidiaries is a party to or bound by any collective bargaining agreement and there are no labor unions, works councils or other organizations representing, purporting to represent or attempting to represent any employee of the Company or any of its Subsidiaries. No strike, slowdown, picketing, work stoppage, concerted refusal to work overtime or other similar labor activity has occurred, been threatened or, to the Company’s Knowledge, is anticipated with respect to any employee of the Company or any of its Subsidiaries. There are no labor disputes currently subject to any grievance procedure, arbitration or litigation and there is no representation petition pending, threatened or, to the Company’s Knowledge, anticipated with respect to any employee of the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries have engaged in any unfair labor practices within the meaning of the National Labor Relations Act. The Company and its Subsidiaries are in compliance in all material respects with all Applicable Laws relating to employment applicable laws and regulations respecting labor, employment, fair employment practices, workers’ compensationwork place safety and health, terms and conditions of employment, worker safety, and wages and hours, civil rights, discrimination, immigration, collective bargaining, and the Worker Adjustment and Retraining Notification Act, 29 U.S.C. § 2109 et seq. or the regulations promulgated thereunder. There are no charges of employment discrimination or unfair labor practices, nor are there any strikes, slowdowns, stoppages of work or any other concerted interference with normal operations which are existing, pending or threatened against or involving the Company. No question concerning representation exists with respect to any employees of the Company. There are no grievances, complaints or charges that have been no claims of harassmentfiled against the Company under any dispute resolution procedure (including, discriminationbut not limited to, retaliatory act or similar actions against any employee, officer or director of proceedings under any dispute resolution procedure under any collective bargaining agreement) that might have an adverse effect on the Company or the conduct of its business, and there is no arbitration or similar proceeding pending and no claim therefor has been asserted. No collective bargaining agreement is in effect or is currently being or is about to be negotiated by the Company. The Company has not received any information indicating that any of its Subsidiaries at employment policies or practices is currently being audited or investigated by any time during the past four years andfederal, to the Company’s Knowledge, no facts exist that could reasonably be expected to give rise to such claims state or actions. To the Company’s Knowledge, no employees of the Company or any of its Subsidiaries are 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 any of its Subsidiaries because of the nature of the business conducted or presently proposed to be conducted by the Company or any of its Subsidiaries or to the use of trade secrets or proprietary information of otherslocal government agency.

Employees; Labor Matters. Schedule 4.12 sets forth a true and complete list All employees of each executive and manager Seller are employees at will. Except as disclosed on Part 3.22 of the Company and its Subsidiaries with the job title, location of service, date of commencement of service, 2007 base compensation and target bonus, and anticipated 2008 base compensation and target bonus for each such executive and manager. To the Company’s KnowledgeDisclosure Schedule, no such executive employee, agent or manager has any present intention to terminate his or her employment with the Company or its Subsidiaries, as applicable. Neither the Company nor any consultant of its Subsidiaries Seller is a party to any agreement governing such employee's agent's or bound consultant's employment or engagement, as the case may be, with Seller. As of the date hereof Seller employs (and as of the Closing Date Seller shall employ) less than fifty (50) employees. Seller has made no warranty, representation or agreement, either in writing or orally, to any employee of Seller that Buyer intends to employ such employee on or after the Closing Date. Seller consents to Buyer communicating with the employees, consultants and independent contractors of Seller on or prior to the Closing Date, and Seller shall cooperate in connection therewith. Seller is not a party to any collective bargaining agreement with respect to any of its employees nor are any employees of Seller covered by any collective bargaining agreement and there are no labor unions, works councils or other organizations representing, purporting to represent or attempting to represent any employee of the Company or any of its Subsidiariesagreement. No strikelabor organization or group of employees has made a demand for recognition, slowdown, picketing, work stoppage, concerted refusal has filed a petition seeking a representation proceeding or given Seller notice of any intention to work overtime or other similar labor activity has occurred, been threatened or, to the Company’s Knowledge, is anticipated with respect to any employee hold an election of the Company or any of its Subsidiariesa collective bargaining organization. There are no labor disputes currently subject to any grievance procedureknown writs, actions, claims or legal, administrative, arbitration or litigation other proceedings or governmental investigations pending or Threatened or involving or alleging civil rights violations, unfair labor investigations practice claims, back pay orders or other similar claims or proceedings. Seller is in material compliance with all federal, state and there local laws respecting employment and employment practices, terms and conditions of employment and wages and hours, and is no representation petition pending, threatened or, to the Company’s Knowledge, anticipated with respect to any employee of the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries have not engaged in any unfair labor practices within the meaning of practice; there is no unfair labor practice complaint against Seller pending before the National Labor Relations Act. The Company and its Subsidiaries are in compliance in all material respects with all Applicable Laws relating to employment and employment practicesBoard; there is no labor strike, workers’ compensationdispute, terms and conditions slowdown, or stoppage pending or threatened against or involving the employees of employment, worker safety, wages and hours, civil rights, discrimination, immigration, collective bargaining, and the Worker Adjustment and Retraining Notification Act, 29 U.S.C. § 2109 et seq. or the regulations promulgated thereunder. There have been Seller; no claims of harassment, discrimination, retaliatory act or similar actions against any employee, officer or director of the Company grievance or any of its Subsidiaries at any time during the past four years and, to the Company’s Knowledge, arbitration proceeding is pending or threatened against Seller and no facts exist that could reasonably be expected to give rise to such claims or actions. To the Company’s Knowledge, no employees of the Company or any of its Subsidiaries are 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 any of its Subsidiaries because of the nature of the business conducted or presently proposed to be conducted by the Company or any of its Subsidiaries or to the use of trade secrets or proprietary information of othersclaim therefor exists.

Employees; Labor Matters. Schedule 4.12 Section 3.5.1 of the Disclosure ------------------------ Letter sets forth a true the total number of full-time employees and complete list part-time employees for each MSC/SFI Entity as of each executive and manager May 31, 2001. No MSC/SFI Entity is delinquent in payment to any of their employees for any wages, salaries, commissions, bonuses or other direct compensation for any services performed for them to the date hereof or amounts required to be reimbursed to such employees. Upon termination of the Company and its Subsidiaries employment of any of said employees, no MSC/SFI Entity will by reason of the transactions contemplated under this Agreement, the Contribution Agreement or anything done prior to the Closing, be liable to any of said employees for so-called "severance pay" or any other payments. Except as listed in Section 3.5.1 of the Disclosure Letter, the MSC/SFI Entities do not have any formal policy, practice, plan or program of paying severance pay or any form of severance compensation in connection with the job title, location termination of service, date of commencement of service, 2007 base compensation and target bonus, and anticipated 2008 base compensation and target bonus for each such executive and manager. To the Company’s Knowledge, no such executive or manager has any present intention to terminate his or her employment with the Company or its Subsidiaries, as applicable. Neither the Company nor any of its Subsidiaries is a party to or bound by any collective bargaining agreement and there are no labor unions, works councils or other organizations representing, purporting to represent or attempting to represent any employee of the Company or any of its Subsidiaries. No strike, slowdown, picketing, work stoppage, concerted refusal to work overtime or other similar labor activity has occurred, been threatened or, to the Company’s Knowledge, is anticipated with respect to any employee of the Company or any of its Subsidiaries. There are no labor disputes currently subject to any grievance procedure, arbitration or litigation and there is no representation petition pending, threatened or, to the Company’s Knowledge, anticipated with respect to any employee of the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries have engaged in any unfair labor practices within the meaning of the National Labor Relations Actemployment. The Company and its Subsidiaries MSC/SFI Entities are in compliance in all material respects with all Applicable Laws relating to employment applicable laws and regulations respecting labor, employment, fair employment practices, workers’ compensationwork place safety and health, terms and conditions of employment, worker safety, and wages and hours. There are no charges of employment discrimination or unfair labor practices, civil rightsnor are there any strikes, discriminationslowdowns, immigrationstoppages of work, or any other concerted interference with normal operations which are existing, pending or threatened against or involving any MSC/SFI Entity. There are no grievances, complaints or charges that have been filed against an MSC/SFI Entity under any dispute resolution procedure (including, but not limited to, any proceedings under any dispute resolution procedure under any collective bargainingbargaining agreement) that might have an adverse effect on an MSC/SFI Entity or the conduct of their business, and there is no arbitration or similar proceeding pending and no claim therefor has been asserted. No collective bargaining agreement is in effect or is currently being or is about to be negotiated by an MSC/SFI Entity. None of the MSC/SFI Entities has received any information indicating that any of its employment policies or practices is currently being audited or investigated by any foreign, federal, state or local government agency. As of the Closing Date, there were no existing claims (whether asserted or unasserted) against an MSC/SFI Entity for, and the Worker Adjustment and Retraining Notification ActMSC/SFI Entities have no liabilities in connection with, 29 U.S.C. § 2109 et seq. any worker's compensation claims and/or COBRA claims or the regulations promulgated thereunder. There have been no claims of harassmentbenefits, discrimination, retaliatory act or similar actions against any employee, officer or director except as set forth in Section 3.5.1 of the Company or any of its Subsidiaries at any time during the past four years and, to the Company’s Knowledge, no facts exist that could reasonably be expected to give rise to such claims or actions. To the Company’s Knowledge, no employees of the Company or any of its Subsidiaries are 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 any of its Subsidiaries because of the nature of the business conducted or presently proposed to be conducted by the Company or any of its Subsidiaries or to the use of trade secrets or proprietary information of othersDisclosure Letter.

Employees; Labor Matters. Schedule 4.12 sets forth a true and complete list of each executive and manager of the The Company and its Subsidiaries with the job title, location employ a total of service, date of commencement of service, 2007 base compensation 399 full-time employees and target bonus, and anticipated 2008 base compensation and target bonus for each such executive and manager. To the Company’s Knowledge, no such executive or manager has any present intention to terminate his or her employment with the Company or its Subsidiaries, as applicable259 part-time employees. Neither the Company nor any of its Subsidiaries is a party delinquent in payments to any of its employees for any wages, salaries, commissions, bonuses or bound other direct compensation for any services performed for it to the date hereof or amounts required to be reimbursed to such employees. Upon termination of the employment of any of said employees, neither the Company, any Subsidiary nor Buyer will by reason of the transactions contemplated under this Agreement or anything done prior to the Closing be liable to any collective bargaining agreement of said employees for so-called "severance pay" or any other payments. Neither the Company nor any Subsidiary has any policy, practice, plan or program of paying severance pay or any form of severance compensation in connection with the termination of employment. Except as set forth on Schedule 2.30, the Company and there each of its Subsidiaries is in compliance with all applicable laws and regulations respecting labor, employment, fair employment practices, work place safety and health, terms and conditions of employment, and wages and hours. There are no charges of employment discrimination or unfair labor unionspractices, works councils nor are there any strikes, slowdowns, stoppages of work, or any other organizations representingconcerted interference with normal operations which are existing, purporting pending or, to represent the Knowledge of the Company or attempting to represent any employee of Stockholder, threatened against or involving the Company or any of its Subsidiaries. No strike, slowdown, picketing, work stoppage, concerted refusal to work overtime or other similar labor activity has occurred, been threatened or, to the Company’s Knowledge, is anticipated with respect to question concerning representation exists respecting any employee employees of the Company or any of its Subsidiaries. There are no labor disputes currently subject to grievances, complaints or charges that have been filed against the Company or any grievance procedureof its Subsidiaries under any dispute resolution procedure (including, arbitration but not limited to, any proceedings under any dispute resolution procedure under any collective bargaining agreement) that could, individually or litigation in the aggregate, have a Material Adverse Effect and there is no representation petition pending, threatened or, arbitration or similar proceeding pending and no claim therefor has been asserted. No collective bargaining agreement is in effect or is currently being or is about to the Company’s Knowledge, anticipated with respect to any employee of be negotiated by the Company or any of its Subsidiaries. Neither Except as set forth on Schedule 2.30, neither the Company nor any of its Subsidiaries have engaged in has received any unfair labor information indicating that any of its employment policies or practices within the meaning of the National Labor Relations Actis currently being audited or investigated by any federal, state or local government agency. The Company and each of its Subsidiaries are is, and at all times since November 6, 1986 has been, in compliance in all material respects with all Applicable Laws relating to employment and employment practices, workers’ compensation, terms and conditions of employment, worker safety, wages and hours, civil rights, discrimination, immigration, collective bargaining, and the Worker Adjustment and Retraining Notification Act, 29 U.S.C. § 2109 et seq. or the regulations promulgated thereunder. There have been no claims of harassment, discrimination, retaliatory act or similar actions against any employee, officer or director requirements of the Company or any Immigration Reform Control Act of its Subsidiaries at any time during the past four years and, to the Company’s Knowledge, no facts exist that could reasonably be expected to give rise to such claims or actions. To the Company’s Knowledge, no employees of the Company or any of its Subsidiaries are 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 any of its Subsidiaries because of the nature of the business conducted or presently proposed to be conducted by the Company or any of its Subsidiaries or to the use of trade secrets or proprietary information of others1986.

Employees; Labor Matters. Schedule 4.12 sets forth The Company employs a true total of ------------------------ approximately 50 full-time employees and complete list two part-time employees and generally enjoys good employer-employee relationships. The Company does not employ a total of each executive and manager 100 or more employees (excluding employees who work less than 20 hours per week or who have worked for the Company less than six months of the last fiscal year) and will not have employed 100 or more employees at any point during the 90 days prior to and including the Closing Date. The Company and is not delinquent in payments to any of its Subsidiaries with employees for any wages, salaries, commissions, bonuses or other direct compensation for any services performed for it to the job titledate hereof or amounts required to be reimbursed to such employees. Upon termination of the employment of any of said employees, location of service, date of commencement of service, 2007 base compensation and target bonus, and anticipated 2008 base compensation and target bonus for each such executive and manager. To the Company’s Knowledge, no such executive or manager has any present intention to terminate his or her employment with the Company or its Subsidiaries, as applicable. Neither neither the Company nor Parent will by reason of the transactions contemplated under this Agreement or anything done prior to the Closing be liable to any of its Subsidiaries is a party to or bound by any collective bargaining agreement and there are no labor unions, works councils or other organizations representing, purporting to represent or attempting to represent any employee of the Company said employees for so- called "severance pay" or any of its Subsidiaries. No strikeother payments, slowdown, picketing, work stoppage, concerted refusal to work overtime or other similar labor activity has occurred, been threatened or, to the Company’s Knowledge, is anticipated with respect to any employee of the Company or any of its Subsidiaries. There are no labor disputes currently subject to any grievance procedure, arbitration or litigation and there is no representation petition pending, threatened or, to the Company’s Knowledge, anticipated with respect to any employee of the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries have engaged except as set forth in any unfair labor practices within the meaning of the National Labor Relations ActSchedule -------- 2.31. The Company and its Subsidiaries are has no policy, practice, plan or program of paying severance ---- pay or any form of severance compensation in connection with the termination of employment, except as set forth in said Schedule. The Company is in compliance in all material respects with all Applicable Laws relating to employment applicable laws and regulations respecting labor, employment, fair employment practices, workers’ compensationwork place safety and health, terms and conditions of employment, worker safety, and wages and hours. There are no charges of employment discrimination or unfair labor practices, civil rightsnor are there any strikes, discriminationslowdowns, immigrationstoppages of work, or any other concerted interference with normal operations which are existing, pending or threatened against or involving the Company. No question concerning representation exists respecting any employees of the Company. There are no grievances, complaints or charges that have been filed against the Company under any dispute resolution procedure (including, but not limited to, any proceedings under any dispute resolution procedure under any collective bargainingbargaining agreement) that might have a Material Adverse Effect on the Company, and the Worker Adjustment and Retraining Notification Act, 29 U.S.C. § 2109 et seq. or the regulations promulgated thereunder. There have been there is no claims of harassment, discrimination, retaliatory act arbitration or similar actions against proceeding pending and no claim therefor has been asserted. No collective bargaining agreement is in effect or is currently being or is about to be negotiated by the Company. The Company has not received any employeeinformation indicating that any of its employment policies or practices is currently being audited or investigated by any federal, officer state or director local government agency. The Company is, and each of the Company or any of and MFI has at all times since its Subsidiaries at any time during incorporation been, in material compliance with the past four years and, to the Company’s Knowledge, no facts exist that could reasonably be expected to give rise to such claims or actions. To the Company’s Knowledge, no employees requirements of the Company or any Immigration Reform Control Act of its Subsidiaries are 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 any of its Subsidiaries because of the nature of the business conducted or presently proposed to be conducted by the Company or any of its Subsidiaries or to the use of trade secrets or proprietary information of others1986.

Employees; Labor Matters. Schedule 4.12 sets forth The Company employs approximately 40 ------------------------ full-time employees and 200 part-time employees, has 35 contracts with independent contracts and generally enjoys a true and complete list of each executive and manager of the good employer-employee relationship. The Company and its Subsidiaries with the job title, location of service, date of commencement of service, 2007 base compensation and target bonus, and anticipated 2008 base compensation and target bonus for each such executive and manager. To the Company’s Knowledge, no such executive or manager has any present intention is not delinquent in payments to terminate his or her employment with the Company or its Subsidiaries, as applicable. Neither the Company nor any of its Subsidiaries is a party to employees or bound by independent contractors for any collective bargaining agreement and there are no labor unionswages, works councils salaries, commissions, bonuses or other organizations representing, purporting direct compensation for any services performed for it to represent the date hereof or attempting amounts required to represent any employee be reimbursed to such employees or independent contractors. Upon termination of the Company or employment of any of its Subsidiaries. No strikesaid employees or independent contractors, slowdown, picketing, work stoppage, concerted refusal to work overtime no severance or other similar labor activity has occurred, been threatened or, to the Company’s Knowledge, is anticipated with respect to any employee of the Company or any of its Subsidiaries. There are no labor disputes currently subject to any grievance procedure, arbitration or litigation and there is no representation petition pending, threatened or, to the Company’s Knowledge, anticipated with respect to any employee of the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries have engaged in any unfair labor practices within the meaning of the National Labor Relations Actpayments will become due. The Company and its Subsidiaries are has no policy, practice, plan or program of paying severance pay or any form of severance compensation in connection with the termination of employment or services. The Company is in compliance in all material respects with all Applicable Laws relating to employment applicable laws and regulations respecting labor, employment, fair employment practices, workers’ compensation, terms and conditions of employment, worker safety, and wages and hours. There are no charges of employment discrimination or unfair labor practices, civil rightsnor are there any strikes, discriminationslowdowns, immigrationstoppages of work, or any other concerted interference with normal operations existing, pending or to the best knowledge of the Principal threatened against or involving the Company. No question concerning representation exists respecting the employees of the Company. To the best knowledge of the Principal, there are no grievances, complaints or charges that have been filed under any dispute resolution procedure (including, but not limited to, any proceedings under any dispute resolution procedure under any collective bargainingbargaining agreement) that might have an adverse effect on the Company. No arbitration or similar proceeding is pending and no claim therefor has been asserted. To the best knowledge of the Principal, no collective bargaining agreement is in effect or is currently being or is about to be negotiated by the Company. The Company is, and at all times has been, in compliance in all material respects with the Worker Adjustment and Retraining Notification Act, 29 U.S.C. § 2109 et seq. or requirements of the regulations promulgated thereunderImmigration Reform Control Act of 1986. There have been are no claims changes pending, or of harassmentwhich the Principal has knowledge threatened with respect to (including, discriminationwithout limitation, retaliatory act resignation of) the senior management or similar actions against any employee, officer key supervisory personnel or director independent contractors of the Company nor has the Principal or the Company received any of its Subsidiaries at notice or information concerning any time during the past four years and, to the Company’s Knowledge, no facts exist that could reasonably be expected to give rise prospective change with respect to such claims senior management or actions. To the Company’s Knowledge, no employees of the Company or any of its Subsidiaries are 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 any of its Subsidiaries because of the nature of the business conducted or presently proposed to be conducted by the Company or any of its Subsidiaries or to the use of trade secrets or proprietary information of otherskey supervisory personnel.

Employees; Labor Matters. Seller employs approximately 78 full-time employees and 15 part-time employees and reasonably believes it generally enjoys good employer-employee relationships. Set forth on Schedule 4.12 sets forth 2.12 hereto is a true and complete list of each executive and manager of all such employees, including the Company and its Subsidiaries with the job title, location of servicename, date ------------- of commencement hire and wages of service, 2007 base compensation and target bonus, and anticipated 2008 base compensation and target bonus for each such executive and manageremployees. To the Company’s Knowledgeknowledge of Seller and the Principals, no such executive or manager has any present intention Seller is not delinquent in payments to terminate his or her employment with the Company or its Subsidiaries, as applicable. Neither the Company nor any of its Subsidiaries is a party to or bound by employees for any collective bargaining agreement and there are no labor unionswages, works councils salaries, commissions, bonuses or other organizations representing, purporting direct compensation for any services performed for it to represent the date hereof or attempting amounts required to represent any employee be reimbursed to such employees. Upon termination of the Company employment of any of said employees, neither Seller nor Buyer will, by reason of the acquisition transaction or anything done prior to the Closing, be liable to any of said employees for any bonus or compensation payments, except as set forth in Schedule 2.10 and except for accrued sick, vacation and holiday pay, if any. ------------- Seller does not have any policy, practice, plan or program of paying severance pay or any form of its Subsidiariesseverance compensation in connection with the termination of employment, except as set forth in such Schedule 2.10. No strikeExcept as set forth on ------------- Schedule 2.10, slowdown, picketing, work stoppage, concerted refusal to work overtime or other similar labor activity has occurred, been threatened or, to the Company’s Knowledge, Seller is anticipated with respect to any employee of the Company or any of its Subsidiaries. There are no labor disputes currently subject to any grievance procedure, arbitration or litigation and there is no representation petition pending, threatened or, to the Company’s Knowledge, anticipated with respect to any employee of the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries have engaged in any unfair labor practices within the meaning of the National Labor Relations Act. The Company and its Subsidiaries are in compliance in all material respects with all Applicable Laws relating to employment ------------- applicable laws and regulations respecting labor, employment, fair employment practices, workers’ compensationwork place safety and health, terms and conditions of employment, worker safety, and wages and hours. There are no charges of employment discrimination or unfair labor practices, civil rightsnor are there any strikes, discriminationslowdowns, immigrationstoppages of work, collective bargainingor any other concerted interference with normal operations existing, pending or, to the knowledge of Seller and the Worker Adjustment and Retraining Notification ActPrincipals, 29 U.S.C. § 2109 et seqthreatened against or involving Seller. No question concerning representation exists respecting any group of employees of Seller. There are no grievances, complaints or charges that have been filed against Seller under any dispute resolution procedure (including, but not limited to, any proceedings under any dispute resolution procedure under any collective bargaining agreement) that might have an adverse effect on Seller or the regulations promulgated thereunder. There have been conduct of its business and no claims of harassment, discrimination, retaliatory act arbitration or similar actions against any employee, officer proceeding is pending and no claim therefor has been asserted. No collective bargaining agreement is in effect or director of the Company is currently being or is about to be negotiated by Seller. Seller has received no information to indicate that any of its Subsidiaries employment policies or practices is currently being audited or investigated by any federal, state or local government agency. Seller is, and at any time during all times since November 6, 1986 has been, in compliance with the past four years and, to the Company’s Knowledge, no facts exist that could reasonably be expected to give rise to such claims or actions. To the Company’s Knowledge, no employees requirements of the Company or any Immigration Reform Control Act of its Subsidiaries are 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 any of its Subsidiaries because of the nature of the business conducted or presently proposed to be conducted by the Company or any of its Subsidiaries or to the use of trade secrets or proprietary information of others1986.

Employees; Labor Matters. Schedule 4.12 sets forth As of December 15, 2000, the Company employed 487 full-time employees and 43 part-time employees. The Company has previously provided to Buyer a true and complete list of all employees, officers and directors of, and consultants to, the Company as of December 15, 2000 together with a current job title for and current compensation (including base compensation, bonuses paid during the last 12 months and stock options or restricted stock grants) payable to each executive such employee, officer, director and manager consultant. The Company is not 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 date hereof or amounts required to be reimbursed to such employees. Upon termination of the Company and its Subsidiaries with the job titleemployment of any of such employees, location of service, date of commencement of service, 2007 base compensation and target bonus, and anticipated 2008 base compensation and target bonus for each such executive and manager. To the Company’s Knowledge, no such executive or manager has any present intention to terminate his or her employment with the Company or its Subsidiaries, as applicable. Neither neither the Company nor Buyer will by reason of the transactions contemplated under this Agreement or anything done prior to the Closing by the Company be liable to any of its Subsidiaries is a party to or bound by any collective bargaining agreement and there are no labor unions, works councils or other organizations representing, purporting to represent or attempting to represent any employee of the Company such employees for so-called "severance pay" or any of its Subsidiaries. No strike, slowdown, picketing, work stoppage, concerted refusal to work overtime or other similar labor activity has occurred, been threatened or, to the Company’s Knowledge, is anticipated with respect to any employee of the Company or any of its Subsidiaries. There are no labor disputes currently subject to any grievance procedure, arbitration or litigation and there is no representation petition pending, threatened or, to the Company’s Knowledge, anticipated with respect to any employee of the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries have engaged in any unfair labor practices within the meaning of the National Labor Relations Actpayments. The Company and its Subsidiaries are has no policy, practice, plan or program of paying severance pay or any form of severance compensation in connection with the termination of employment. The Company is in compliance in all material respects with all Applicable applicable Laws relating to employment and respecting labor, employment, fair employment practices, workers’ compensationwork place safety and health, terms and conditions of employment, worker safety, wages and hours, civil rights, discrimination, immigration, collective bargaining, and the Worker Adjustment withholding of taxes and Retraining Notification Act, 29 U.S.C. § 2109 et seq. or the regulations promulgated thereunderreporting of income. There have been are no claims charges of harassmentemployment discrimination or unfair labor practices, discriminationnor are there any strikes, retaliatory act slowdowns, stoppages of work, or similar actions against any employeeother concerted interference with normal operations which are existing, officer or director pending or, to the knowledge of the Company or any of its Subsidiaries at any time during the past four years andStockholder, to threatened against or involving the Company’s Knowledge. Except as set forth in Section 3.28 of the Disclosure Schedule, there are no facts exist grievances, complaints or charges that have been filed against the Company under any dispute resolution procedure (including, but not limited to, any proceedings under any dispute resolution procedure under any collective bargaining agreement) that could reasonably be expected to give rise to such claims or actions. To have a Material Adverse Effect on the Company’s Knowledge, and there is no employees pending arbitration or similar proceeding or claim. No collective bargaining agreement is in effect or is currently being or, to the knowledge of the Company or the Stockholder, is about to be negotiated by the Company. The Company has not received any information indicating that any of its Subsidiaries are employment policies or practices is currently being audited or investigated by any Governmental Authority. The Company is, and has been, 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 compliance with the right of any such employee to be employed by the Company or any of its Subsidiaries because requirements of the nature Immigration Reform Control Act of 1986 at all times since the business conducted or presently proposed to be conducted by the Company or any enactment of its Subsidiaries or to the use of trade secrets or proprietary information of otherssuch Act.

Employees; Labor Matters. Schedule 4.12 sets forth Seller employs approximately five (5) full-time employees and three (3) part-time employees and generally enjoys good employer-employee relationships. Seller shall provide to Buyer a true and complete list of each executive and manager the employees of the Company and its Subsidiaries Seller in connection with the job titleBusiness at the Closing, location of serviceincluding the name, date of commencement hire and wages of service, 2007 base compensation and target bonus, and anticipated 2008 base compensation and target bonus for each such executive and manageremployees. To the Company’s Knowledge, no such executive or manager has any present intention Seller is not delinquent in payments to terminate his or her employment with the Company or its Subsidiaries, as applicable. Neither the Company nor any of its Subsidiaries is a party to or bound by employees for any collective bargaining agreement and there are no labor unionswages, works councils salaries, commissions, bonuses or other organizations representing, purporting direct compensation for any services performed for it to represent the date hereof or attempting amounts required to represent any employee be reimbursed to such employees. Upon termination of the Company employment of any of said employees, neither Seller nor Buyer will by reason of the transactions contemplated hereby or anything done prior to the Closing be liable to any of said employees for so-called "severance pay" or any other payments, except as set forth in Schedule 2.10 attached hereto. Seller does not have any policy, practice, plan or program of its Subsidiaries. No strike, slowdown, picketing, work stoppage, concerted refusal to work overtime or other similar labor activity has occurred, been threatened or, to the Company’s Knowledge, is anticipated with respect to any employee of the Company paying severance pay or any form of its Subsidiariesseverance compensation in connection with the termination of employment, except as set forth in said Schedule. There are no labor disputes currently subject to any grievance procedure, arbitration or litigation and there Seller is no representation petition pending, threatened or, to the Company’s Knowledge, anticipated with respect to any employee of the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries have engaged in any unfair labor practices within the meaning of the National Labor Relations Act. The Company and its Subsidiaries are in compliance in all material respects with all Applicable Laws relating to employment applicable laws and regulations respecting labor, employment, fair employment practices, workers’ compensationwork place safety and health, terms and conditions of employment, worker safety, and wages and hours. There are no charges of employment discrimination or unfair labor practices, civil rightsnor are there any strikes, discriminationslowdowns, immigrationstoppages of work, collective bargainingor any other concerted interference with normal operations existing, pending or, to the knowledge of Seller and the Worker Adjustment and Retraining Notification ActManagement Shareholders, 29 U.S.C. § 2109 et seqthreatened against or involving Seller. No question concerning representation exists respecting any group of employees of Seller. No collective bargaining agreement is in effect or the regulations promulgated thereunderis currently being or is about to be negotiated by Seller. There have been Seller has received no claims of harassment, discrimination, retaliatory act or similar actions against any employee, officer or director of the Company or information to indicate that any of its Subsidiaries employment policies or practices is currently being audited or investigated by any federal, state or local government agency. Seller is, and at any time during all times since November 6, 1986 has been, in compliance with the past four years and, to the Company’s Knowledge, no facts exist that could reasonably be expected to give rise to such claims or actions. To the Company’s Knowledge, no employees requirements of the Company or any Immigration Reform Control Act of its Subsidiaries are 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 any of its Subsidiaries because of the nature of the business conducted or presently proposed to be conducted by the Company or any of its Subsidiaries or to the use of trade secrets or proprietary information of others1986.

Employees; Labor Matters. Schedule 4.12 sets forth The Seller employs a true total of approximately ------------------------ 12 full-time employees and complete list of each executive 0 part-time employees and manager of the Company and its Subsidiaries with the job title, location of service, date of commencement of service, 2007 base compensation and target bonus, and anticipated 2008 base compensation and target bonus for each such executive and managergenerally enjoy good employer-employee relationships. To the Company’s Knowledge, no such executive or manager has any present intention The Seller is not delinquent in payments to terminate his or her employment with the Company or its Subsidiaries, as applicable. Neither the Company nor any of its Subsidiaries is a party to or bound by employees for any collective bargaining agreement and there are no labor unionswages, works councils salaries, commissions, bonuses or other organizations representing, purporting direct compensation for any services performed for it to represent the date hereof or attempting amounts required to represent any employee be reimbursed to such employees. Upon termination of the Company employment of any of said employees, neither the Seller nor Buyer will by reason of the acquisition transaction or anything done prior to the Closing be liable to any of said employees for so-called "severance pay" or any other payments, except as set forth on Schedule 2.29. The Seller does not have any ------------- policy, practice, plan or program of paying severance pay or any form of severance compensation in connection with the termination of employment of its Subsidiaries. No strikeemployees, slowdown, picketing, work stoppage, concerted refusal to work overtime or other similar labor activity has occurred, been threatened or, to the Company’s Knowledge, is anticipated with respect to any employee of the Company or any of its Subsidiaries. There are no labor disputes currently subject to any grievance procedure, arbitration or litigation and there is no representation petition pending, threatened or, to the Company’s Knowledge, anticipated with respect to any employee of the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries have engaged except as set forth in any unfair labor practices within the meaning of the National Labor Relations Actsaid Schedule. The Company and its Subsidiaries are Seller is in compliance in all material respects with all Applicable Laws relating to employment applicable laws and regulations respecting labor, employment, fair employment practices, workers’ compensationwork place safety and health, terms and conditions of employment, worker safety, and wages and hours. There are no charges of employment discrimination or unfair labor practices, civil rightsnor are there any strikes, discriminationslowdowns, immigrationstoppages of work, or any other concerted interference with normal operations existing, pending or, to the knowledge of the Seller, threatened against or involving the Seller. No question concerning representation exists respecting any group of employees of the Seller. There are no grievances, complaints or charges that have been filed against any Seller under any dispute resolution procedure (including, but not limited to, any proceedings under any dispute resolution procedure under any collective bargaining, and bargaining agreement) that might have an adverse effect on the Worker Adjustment and Retraining Notification Act, 29 U.S.C. § 2109 et seq. Seller or the regulations promulgated thereunder. There have been conduct of its business and no claims of harassment, discrimination, retaliatory act arbitration or similar actions against proceeding is pending and no claim therefor has been asserted. No collective bargaining agreement is in effect or is currently being or is about to be negotiated by the Seller. The Seller has not received any employee, officer or director of the Company or information to indicate that any of its Subsidiaries at employment policies or practices is currently being audited or investigated by any time during the past four years andfederal, to the Company’s Knowledge, no facts exist that could reasonably be expected to give rise to such claims state or actionslocal government agency. To the Company’s Knowledge, no employees knowledge of the Company or any of its Subsidiaries are Seller, the Seller is, and at all times since November 6, 1986, has been, 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 compliance with the right of any such employee to be employed by the Company or any of its Subsidiaries because requirements of the nature Immigration Reform Control Act of the business conducted or presently proposed to be conducted by the Company or any of its Subsidiaries or to the use of trade secrets or proprietary information of others1986.

Employees; Labor Matters. Schedule 4.12 sets forth The Seller employs a true total of approximately ------------------------ six (6) full-time employees and complete list of each executive no part-time employees and manager of the Company and its Subsidiaries with the job title, location of service, date of commencement of service, 2007 base compensation and target bonus, and anticipated 2008 base compensation and target bonus for each such executive and managergenerally enjoy good employer-employee relationships. To the Company’s Knowledge, no such executive or manager has any present intention The Seller is not delinquent in payments to terminate his or her employment with the Company or its Subsidiaries, as applicable. Neither the Company nor any of its Subsidiaries is a party to or bound by employees for any collective bargaining agreement and there are no labor unionswages, works councils salaries, commissions, bonuses or other organizations representing, purporting direct compensation for any services performed for it to represent the date hereof or attempting amounts required to represent any employee be reimbursed to such employees. Upon termination of the Company employment of any of said employees, neither the Seller nor Buyer will by reason of the acquisition transaction or anything done prior to the Closing be liable to any of said employees for so-called "severance pay" or any other payments, except as set forth on Schedule 2.29. The Seller does not have any policy, ------------- practice, plan or program of paying severance pay or any form of severance compensation in connection with the termination of employment of its Subsidiaries. No strikeemployees, slowdown, picketing, work stoppage, concerted refusal to work overtime or other similar labor activity has occurred, been threatened or, to the Company’s Knowledge, is anticipated with respect to any employee of the Company or any of its Subsidiaries. There are no labor disputes currently subject to any grievance procedure, arbitration or litigation and there is no representation petition pending, threatened or, to the Company’s Knowledge, anticipated with respect to any employee of the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries have engaged except as set forth in any unfair labor practices within the meaning of the National Labor Relations Actsaid Schedule. The Company and its Subsidiaries are Seller is in compliance in all material respects with all Applicable Laws relating to employment applicable laws and regulations respecting labor, employment, fair employment practices, workers’ compensationwork place safety and health, terms and conditions of employment, worker safety, and wages and hours. There are no charges of employment discrimination or unfair labor practices, civil rightsnor are there any strikes, discriminationslowdowns, immigrationstoppages of work, or any other concerted interference with normal operations existing, pending or, to the knowledge of the Seller, threatened against or involving the Seller. No question concerning representation exists respecting any group of employees of the Seller. There are no grievances, complaints or charges that have been filed against any Seller under any dispute resolution procedure (including, but not limited to, any proceedings under any dispute resolution procedure under any collective bargaining, and bargaining agreement) that might have an adverse effect on the Worker Adjustment and Retraining Notification Act, 29 U.S.C. § 2109 et seq. Seller or the regulations promulgated thereunder. There have been conduct of its business and no claims of harassment, discrimination, retaliatory act arbitration or similar actions against proceeding is pending and no claim therefor has been asserted. No collective bargaining agreement is in effect or is currently being or is about to be negotiated by the Seller. The Seller has not received any employee, officer or director of the Company or information to indicate that any of its Subsidiaries at employment policies or practices is currently being audited or investigated by any time during the past four years andfederal, to the Company’s Knowledge, no facts exist that could reasonably be expected to give rise to such claims state or actionslocal government agency. To the Company’s Knowledge, no employees knowledge of the Company or any of its Subsidiaries are Seller, the Seller is, and at all times since November 6, 1986, has been, 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 compliance with the right of any such employee to be employed by the Company or any of its Subsidiaries because requirements of the nature Immigration Reform Control Act of the business conducted or presently proposed to be conducted by the Company or any of its Subsidiaries or to the use of trade secrets or proprietary information of others1986.

Employees; Labor Matters. Schedule 4.12 6.21 sets forth a true the total number of full-time employees and complete list of part-time employees for United Solar and each executive and manager of the Company and its Subsidiaries with the job title, location of service, date of commencement of service, 2007 base compensation and target bonus, and anticipated 2008 base compensation and target bonus for each such executive and manager. To the Company’s Knowledge, no such executive or manager has any present intention to terminate his or her employment with the Company or its Subsidiaries, as applicable. Neither the Company nor any of its Subsidiaries is a party to or bound by any collective bargaining agreement and there are no labor unions, works councils or other organizations representing, purporting to represent or attempting to represent any employee of the Company or any of its Subsidiaries. No strikeUnited Solar and the Subsidiaries are not delinquent in payments to any of their employees for any wages, slowdownsalaries, picketingcommissions, work stoppage, concerted refusal to work overtime bonuses or other similar labor activity has occurred, been threatened or, direct compensation for any services performed for them to the Company’s Knowledgedate hereof or amounts required to be reimbursed to such employees. Upon termination of the employment of any of said employees, is anticipated with respect neither United Solar, nor the Subsidiaries will by reason of the transactions contemplated under this Agreement or anything done prior to the Closing, be liable to any employee of the Company said employees for so-called "severance pay" or any other payments. United Solar and the Subsidiaries do not have any formal policy, practice, plan or program of its Subsidiaries. There are no labor disputes currently subject to any grievance procedure, arbitration or litigation and there is no representation petition pending, threatened or, to the Company’s Knowledge, anticipated with respect to any employee of the Company paying severance pay or any form of its Subsidiariesseverance compensation in connection with the termination of employment. Neither the Company nor any of its Subsidiaries have engaged in any unfair labor practices within the meaning of the National Labor Relations Act. The Company United Solar and its Subsidiaries are in compliance in all material respects with all Applicable Laws relating to employment applicable laws and regulations respecting labor, employment, fair employment practices, workers’ compensationwork place safety and health, terms and conditions of employment, worker safety, and wages and hours. There are no charges of employment discrimination or unfair labor practices, civil rightsnor are there any strikes, discriminationslowdowns, immigrationstoppages of work, or any other concerted interference with normal operations which are existing, pending or threatened against or involving United Solar or the Subsidiaries. There are no grievances, complaints or charges that have been filed against the Company under any dispute resolution procedure (including, but not limited to, any proceedings under any dispute resolution procedure under any collective bargainingbargaining agreement) that might have an adverse effect on United Solar or the Subsidiaries or the conduct of their business, and the Worker Adjustment there is no arbitration or similar proceeding pending and Retraining Notification Act, 29 U.S.C. § 2109 et seqno claim therefor has been asserted. No collective bargaining agreement is in effect or is currently being or is about to be negotiated by United Solar or the regulations promulgated thereunderSubsidiaries. There have been no claims of harassmentNeither United Solar, discrimination, retaliatory act or similar actions against nor its Subsidiaries has received any employee, officer or director of the Company or information indicating that any of its employment policies or practices is currently being audited or investigated by any federal, state or local government agency. As of the Closing Date, there were no existing claims (whether asserted or unasserted) against United Solar or the Subsidiaries at for, and United Solar or the Subsidiaries have no liabilities in connection with, any time during the past four years and, to the Company’s Knowledge, no facts exist that could reasonably be expected to give rise to such workmen's compensation claims and/or COBRA claims or actions. To the Company’s Knowledge, no employees of the Company or any of its Subsidiaries are 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 any of its Subsidiaries because of the nature of the business conducted or presently proposed to be conducted by the Company or any of its Subsidiaries or to the use of trade secrets or proprietary information of othersbenefits.

Employees; Labor Matters. Schedule 4.12 sets forth a true and complete list of each executive and manager of the Company and its Subsidiaries with the job title, location of service, date of commencement of service, 2007 base compensation and target bonus(a) Seller is, and anticipated 2008 base compensation and target bonus has been for each such executive and manager. To the Company’s Knowledgepast four (4) years, no such executive or manager has any present intention to terminate his or her employment with the Company or its Subsidiaries, as applicable. Neither the Company nor any of its Subsidiaries is a party to or bound by any collective bargaining agreement and there are no labor unions, works councils or other organizations representing, purporting to represent or attempting to represent any employee of the Company or any of its Subsidiaries. No strike, slowdown, picketing, work stoppage, concerted refusal to work overtime or other similar labor activity has occurred, been threatened or, to the Company’s Knowledge, is anticipated with respect to any employee of the Company or any of its Subsidiaries. There are no labor disputes currently subject to any grievance procedure, arbitration or litigation and there is no representation petition pending, threatened or, to the Company’s Knowledge, anticipated with respect to any employee of the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries have engaged in any unfair labor practices within the meaning of the National Labor Relations Act. The Company and its Subsidiaries are in material compliance in all material respects with all Applicable Laws relating to employment and applicable laws respecting employment, employment practices, workers’ compensation, terms and conditions of employment and wages and hours and is not liable for any arrears of wages or penalties with respect thereto. To the Knowledge of the Seller, there exists no circumstance that is reasonably likely to give rise to any claim by a current or former Business Employee for compensation on termination of employment. All amounts that the Seller is legally required to withhold from Business Employees' wages and to pay to any Governmental Entity as required by applicable Law have been withheld and paid, and Seller has any no outstanding obligation to make any such withholding or payment, other than with respect to an open payroll period. There is not, and has not been in the four (4) years preceding the date of this Agreement, an Action Related to the Business pending, reasonably anticipated or, to the Knowledge of the Seller, threatened to be brought or filed by or against the Seller (or its officers, directors, executives or department supervisors) relating to any employment, worker safetyindependent contractor or consulting contract, any collective bargaining obligation or agreement, discrimination, harassment, pay equity, human rights, equal opportunity, overtime exemption classification, wages and hours, civil independent contractor classification, labor relations, plant closing notification, occupational health and safety, leave of absence requirements, privacy rights, discriminationretaliation, immigration, collective bargainingwrongful discharge, and the Worker Adjustment and Retraining Notification Act, 29 U.S.C. § 2109 et seq. or the regulations promulgated thereunder. There have been no claims of harassment, discrimination, retaliatory act or similar actions against any employee, officer or director other violation of the Company rights of current or any of its Subsidiaries at any time during former employees, current or former independent contractors, current or former consultants, or employment candidates. In the past four years and(4) years, each agent of the Seller who has received employment discrimination, sexual harassment, retaliation, or policy violation allegations of, or against, any Business Employee has promptly, thoroughly and impartially investigated all such allegations. When indicated by Sxxxxx's policies, Sxxxxx has taken prompt corrective action that is reasonably calculated to prevent further discrimination or harassment and Seller does not reasonably expect to incur any material liability with respect to any such allegations. Seller is not aware of any allegations relating to officers, directors, employees, contractors, or agents of the Seller, that, if known to the Company’s Knowledgepublic, no facts exist that could reasonably be expected to give rise to such claims or actionswould bring the Seller into material disrepute. To the Company’s Knowledge, no employees As of the Company date hereof, all compensation, including wages, commissions and bonuses, payable to all Business Employees, and independent contractors and consultants of the Business for services performed on or any of its Subsidiaries are 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 prior to the right of any such employee to be employed by date hereof have been paid in full (or accrued in full on the Company Balance Sheet Date) and there are no outstanding agreements, understandings or any of its Subsidiaries because commitments of the nature of the business conducted Seller with respect to any compensation, commissions or presently proposed to be conducted by the Company or any of its Subsidiaries or to the use of trade secrets or proprietary information of othersbonuses.

Employees; Labor Matters. Schedule 4.12 sets forth Seller employs approximately eighteen (18) ------------------------ full-time employees and one (1) part-time employees and generally enjoys good employer-employee relationships. Seller shall provide to Buyer a true and complete list of each executive and manager the employees of Seller at the Company and its Subsidiaries with Closing, including the job title, location of servicename, date of commencement hire and wages of service, 2007 base compensation and target bonus, and anticipated 2008 base compensation and target bonus for each such executive and manageremployees. To the Company’s Knowledge, no such executive or manager has any present intention Seller is not delinquent in payments to terminate his or her employment with the Company or its Subsidiaries, as applicable. Neither the Company nor any of its Subsidiaries is a party to or bound by employees for any collective bargaining agreement and there are no labor unionswages, works councils salaries, commissions, bonuses or other organizations representing, purporting direct compensation for any services performed for it to represent the date hereof or attempting amounts required to represent any employee be reimbursed to such employees. Upon termination of the Company employment of any of said employees, neither Seller nor Buyer will by reason of the transactions contemplated hereby or anything done prior to the Closing be liable to any of said employees for so-called "severance pay" or any other payments, except as set forth in Schedule 2.11 attached hereto. Seller does not have any policy, ------------- practice, plan or program of its Subsidiaries. No strike, slowdown, picketing, work stoppage, concerted refusal to work overtime or other similar labor activity has occurred, been threatened or, to the Company’s Knowledge, is anticipated with respect to any employee of the Company paying severance pay or any form of severance compensation in connection with the termination of employment, except as set forth in said Schedule. To its Subsidiaries. There are no labor disputes currently subject to any grievance procedureknowledge, arbitration or litigation and there Seller is no representation petition pending, threatened or, to the Company’s Knowledge, anticipated with respect to any employee of the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries have engaged in any unfair labor practices within the meaning of the National Labor Relations Act. The Company and its Subsidiaries are in compliance in all material respects with all Applicable Laws relating to employment applicable laws and regulations respecting labor, employment, fair employment practices, workers’ compensationwork place safety and health, terms and conditions of employment, worker safety, and wages and hours. There are no charges of employment discrimination or unfair labor practices, civil rightsnor are there any strikes, discriminationslowdowns, immigrationstoppages of work, collective bargainingor any other concerted interference with normal operations existing, pending or, to the knowledge of Seller and the Worker Adjustment and Retraining Notification ActShareholders, 29 U.S.C. § 2109 et seqthreatened against or involving Seller. No question concerning representation exists respecting any group of employees of Seller. No collective bargaining agreement is in effect or the regulations promulgated thereunderis currently being or is about to be negotiated by Seller. There have been Seller has received no claims of harassment, discrimination, retaliatory act or similar actions against any employee, officer or director of the Company or information to indicate that any of its Subsidiaries employment policies or practices is currently being audited or investigated by any federal, state or local government agency. Seller is, and at any time during all times since November 6, 1986 has been, in compliance with the past four years and, to the Company’s Knowledge, no facts exist that could reasonably be expected to give rise to such claims or actions. To the Company’s Knowledge, no employees requirements of the Company or any Immigration Reform Control Act of its Subsidiaries are 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 any of its Subsidiaries because of the nature of the business conducted or presently proposed to be conducted by the Company or any of its Subsidiaries or to the use of trade secrets or proprietary information of others1986.

Employees; Labor Matters. Schedule 4.12 sets forth Seller employs approximately eleven (11) full-time employees and no part-time employees. Seller shall provide to Buyer a true and complete list of each executive and manager the employees of the Company and its Subsidiaries Seller in connection with the job titleBusiness at or prior to the Closing, location of serviceincluding the name, date of commencement hire and wages of servicesuch employees. Seller is not delinquent in payments to any of its employees for any wages, 2007 base salaries, commissions, bonuses or other direct compensation and target bonusfor any services performed for it to the date hereof or amounts required to be reimbursed to such employees. Upon termination of the employment of any of said employees, and anticipated 2008 base neither Seller nor Buyer will by reason of the transactions contemplated hereby or anything done prior to the Closing be liable to any of said employees for so-called "severance pay" or any other payments, except as set forth on Schedule 2.10 attached hereto. Seller does not have any policy, practice, plan or program of paying severance pay or any form of severance compensation and target bonus for each such executive and managerin connection with the termination of employment, except as set forth on said Schedule. To the Company’s Knowledgebest of Seller's and the Principal Shareholder's knowledge, no such executive or manager has any present intention to terminate his or her employment with the Company or its Subsidiaries, as applicable. Neither the Company nor any of its Subsidiaries Seller is a party to or bound by any collective bargaining agreement and there are no labor unions, works councils or other organizations representing, purporting to represent or attempting to represent any employee of the Company or any of its Subsidiaries. No strike, slowdown, picketing, work stoppage, concerted refusal to work overtime or other similar labor activity has occurred, been threatened or, to the Company’s Knowledge, is anticipated with respect to any employee of the Company or any of its Subsidiaries. There are no labor disputes currently subject to any grievance procedure, arbitration or litigation and there is no representation petition pending, threatened or, to the Company’s Knowledge, anticipated with respect to any employee of the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries have engaged in any unfair labor practices within the meaning of the National Labor Relations Act. The Company and its Subsidiaries are in compliance in all material respects with all Applicable Laws relating to employment applicable laws and regulations respecting labor, employment, fair employment practices, workers’ compensationwork place safety and health, terms and conditions of employment, worker safety, and wages and hours. There are no charges of employment discrimination or unfair labor practices, civil rightsnor are there any strikes, discriminationslowdowns, immigrationstoppages of work, collective bargainingor any other concerted interference with normal operations existing, pending or, to the knowledge of Seller and the Worker Adjustment and Retraining Notification ActPrincipal Shareholder, 29 U.S.C. § 2109 et seqthreatened against or involving Seller. No question concerning representation exists respecting any group of employees of Seller. No collective bargaining agreement is in effect or the regulations promulgated thereunderis currently being or is about to be negotiated by Seller. There have been Seller has received no claims of harassment, discrimination, retaliatory act or similar actions against any employee, officer or director of the Company or information to indicate that any of its Subsidiaries employment policies or practices is currently being audited or investigated by any federal, state or local government agency. Seller is, and at any time during all times since November 6, 1986 has been, in compliance with the past four years and, to the Company’s Knowledge, no facts exist that could reasonably be expected to give rise to such claims or actions. To the Company’s Knowledge, no employees requirements of the Company or any Immigration Reform Control Act of its Subsidiaries are 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 any of its Subsidiaries because of the nature of the business conducted or presently proposed to be conducted by the Company or any of its Subsidiaries or to the use of trade secrets or proprietary information of others1986.

Employees; Labor Matters. Schedule 4.12 sets forth The Company employs a true total of 68 full-time employees and complete list 13 part-time employees and generally enjoys good employer-employee relationships. The Company is not delinquent in payments to any of each executive and manager its employees for any wages, salaries, commissions, bonuses or other direct compensation for any services performed for it to the date hereof or amounts required to be reimbursed to such employees. Upon termination of the Company and its Subsidiaries with the job titleemployment of any of said employees, location of service, date of commencement of service, 2007 base compensation and target bonus, and anticipated 2008 base compensation and target bonus for each such executive and manager. To the Company’s Knowledge, no such executive or manager has any present intention to terminate his or her employment with the Company or its Subsidiaries, as applicable. Neither neither the Company nor Buyer will by reason of the transactions contemplated under this Agreement or anything done prior to the Closing be liable to any of its Subsidiaries is a party to or bound by any collective bargaining agreement and there are no labor unions, works councils or other organizations representing, purporting to represent or attempting to represent any employee of the Company said employees for so-called "severance pay" or any of its Subsidiaries. No strike, slowdown, picketing, work stoppage, concerted refusal to work overtime or other similar labor activity has occurred, been threatened or, to the Company’s Knowledge, is anticipated payments (other than with respect to any employee of the Company or any of its Subsidiaries. There are no labor disputes currently subject to any grievance procedureaccrued, arbitration or litigation and there is no representation petition pending, threatened or, to the Company’s Knowledge, anticipated with respect to any employee of the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries have engaged in any unfair labor practices within the meaning of the National Labor Relations Actunpaid vacation benefits). The Company and its Subsidiaries are has no policy, practice, plan or program of paying severance pay or any form of severance compensation in connection with the termination of employment. The Company is in compliance in all material respects with all Applicable Laws relating to employment applicable laws and regulations respecting labor, employment, fair employment practices, workers’ compensationwork place safety and health, terms and conditions of employment, worker safety, and wages and hours, civil rights, discrimination, immigration, collective bargaining, and the Worker Adjustment and Retraining Notification Act, 29 U.S.C. § 2109 et seq. or the regulations promulgated thereunder. There have been are no claims charges of harassmentemployment discrimination or unfair labor practices, discriminationnor are there any strikes, retaliatory act slowdowns, stoppages of work, or similar actions against any employeeother concerted interference with normal operations which are existing, officer or director pending or, to the knowledge of the Company or any of its Subsidiaries at any time during the past four years andPrimary Party, to threatened against or involving the Company’s Knowledge, no facts exist that could reasonably be expected to give rise to such claims or actions. To the Company’s Knowledge, no No question concerning representation exists respecting any employees of the Company. There are no grievances, complaints or charges that have been filed against the Company under any dispute resolution procedure (including, but not limited to, any proceedings under any dispute resolution procedure under any collective bargaining agreement) that might have an adverse effect on the Company or the conduct of its business, and there is no arbitration or similar proceeding pending and no claim therefor has been asserted. No collective bargaining agreement is in effect or is currently being or is about to be negotiated by the Company. The Company has not received any information indicating that any of its Subsidiaries are in employment policies or practices is currently being audited or investigated by any material respect in violation of any term of any employment contractfederal, non-disclosure agreement, non-competition agreement, state 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 any of its Subsidiaries or to the use of trade secrets or proprietary information of others.local government

Employees; Labor Matters. Schedule 4.12 sets forth The Entities businesses (i) employ approximately 138 full-time non-dentist employees and 66 part-time non-dentist employees, (ii) employ approximately 37 dentists (including both full-time and part-time) (all dentists are employed pursuant to a true written agreement between an Entity and complete list of each executive the dentist) and manager of the Company and its Subsidiaries with the job title, location of service, date of commencement of service, 2007 base compensation and target bonus, and anticipated 2008 base compensation and target bonus for each such executive and manager(iii) generally enjoy a good employer-employee relationship. To the Company’s Knowledge, no such executive or manager has any present intention No Entity is delinquent in payments to terminate his or her employment with the Company or its Subsidiaries, as applicable. Neither the Company nor any of its Subsidiaries is a party to employees or bound by dentists for any collective bargaining agreement and there are no labor unionswages, works councils salaries, commissions, bonuses or other organizations representing, purporting direct compensation for any services performed for it to represent the date hereof or attempting amounts required to represent any employee be reimbursed to such employees. Upon termination of the Company employment of any of said employees or dentists, no severance or other payments (including without limitation payments required by the Workers' Adjustment, Retraining, and Notification Act) will become due. Except as set forth in Section 4.22 of the Disclosure Schedule, the Entities businesses have no policy, practice, plan or program of paying severance pay or any form of its Subsidiariesseverance compensation in connection with the termination of employment or services. No strike, slowdown, picketing, work stoppage, concerted refusal to work overtime or other similar labor activity has occurred, been threatened or, to the Company’s Knowledge, Each Entity is anticipated with respect to any employee of the Company or any of its Subsidiaries. There are no labor disputes currently subject to any grievance procedure, arbitration or litigation and there is no representation petition pending, threatened or, to the Company’s Knowledge, anticipated with respect to any employee of the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries have engaged in any unfair labor practices within the meaning of the National Labor Relations Act. The Company and its Subsidiaries are in compliance in all material respects with all Applicable Laws relating to employment applicable laws and regulations respecting labor, employment, fair employment practices, workers’ compensation, terms and conditions of employment, worker safety, and wages and hours. Except as set forth in Section 4.22 of the Disclosure Schedule, civil rights, discrimination, immigration, collective bargainingthere are no, and within the Worker Adjustment last three years there have not been, any written or otherwise alleged charges of employment discrimination or unfair labor practices, nor are there, and Retraining Notification Actwithin the last three years there have not been, 29 U.S.C. § 2109 et seq. or the regulations promulgated thereunder. There have been no claims any strikes, slowdowns, stoppages of harassmentwork, discrimination, retaliatory act or similar actions against any employee, officer or director of the Company or any other concerted interference with normal operations existing, pending or threatened against or involving the Entities businesses. No question concerning representation exists respecting the employees of its Subsidiaries at any time during the past four years and, to the Company’s Knowledge, no facts exist that could reasonably be expected to give rise to such claims or actionseither Entity. To the Company’s Knowledgebest knowledge of Seller, there are no employees grievances, complaints or charges that have been filed under any dispute resolution procedure (including, but not limited to, any proceedings under any dispute resolution procedure under any collective bargaining agreement) that might have an adverse effect on the Entities businesses. No arbitration or similar proceeding is pending and no claim therefor has been asserted. No collective bargaining agreement is in effect or is currently being or is about to be negotiated by either Entity. Each Entity is, and at all times since November 6, 1986 has been, in compliance in all material respects with the requirements of the Company or any Immigration Reform Control Act of its Subsidiaries are 1986. Except as set forth 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 any of its Subsidiaries because Section 4.22 of the nature Disclosure Schedule, there are no changes pending or, of which Seller has knowledge, threatened with respect to (including, without limitation, resignation of) the senior management, key supervisory personnel or dentists of the business conducted Entities businesses, nor has Seller or presently proposed either Entity received any notice or information concerning any prospective change with respect to be conducted by the Company such senior management or any of its Subsidiaries or to the use of trade secrets or proprietary information of otherskey supervisory personnel.

Employees; Labor Matters. Schedule 4.12 sets forth a true and complete list of each executive and manager All employees of the Company and its Subsidiaries with Business are employees at will. Except as disclosed on Part 3.22 of the job title, location of service, date of commencement of service, 2007 base compensation and target bonus, and anticipated 2008 base compensation and target bonus for each such executive and manager. To the Company’s KnowledgeDisclosure Schedule, no such executive employee, agent or manager has any present intention to terminate his or her employment with the Company or its Subsidiaries, as applicable. Neither the Company nor any consultant of its Subsidiaries Seller is a party to any agreement governing such employee's agent's or bound consultant's employment or engagement, as the case may be, with Seller. As of the date hereof Seller employs (and as of the Closing Date Seller shall employ) less than fifty (50) employees. Seller has made no warranty, representation or agreement, either in writing or orally, to any employee of Seller that Buyer intends to employ such employee on or after the Closing Date. Seller consents to Buyer communicating with the employees, consultants and independent contractors of Seller on or prior to the Closing Date, and Seller shall cooperate in connection therewith. Seller is not a party to any collective bargaining agreement with respect to any of its employees nor are any employees of Seller covered by any collective bargaining agreement and there are no labor unions, works councils or other organizations representing, purporting to represent or attempting to represent any employee of the Company or any of its Subsidiariesagreement. No strikelabor organization or group of employees has made a demand for recognition, slowdown, picketing, work stoppage, concerted refusal has filed a petition seeking a representation proceeding or given Seller notice of any intention to work overtime or other similar labor activity has occurred, been threatened or, to the Company’s Knowledge, is anticipated with respect to any employee hold an election of the Company or any of its Subsidiariesa collective bargaining organization. There are no labor disputes currently subject to any grievance procedureknown writs, actions, claims or legal, administrative, arbitration or litigation other proceedings or governmental investigations pending or Threatened or involving or alleging civil rights violations, unfair labor investigations practice claims, back pay orders or other similar claims or proceedings. Seller is in material compliance with all federal, state and there local laws respecting employment and employment practices, terms and conditions of employment and wages and hours, and is no representation petition pending, threatened or, to the Company’s Knowledge, anticipated with respect to any employee of the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries have not engaged in any unfair labor practices within the meaning of practice; there is no unfair labor practice complaint against Seller pending before the National Labor Relations Act. The Company and its Subsidiaries are in compliance in all material respects with all Applicable Laws relating to employment and employment practicesBoard; there is no labor strike, workers’ compensationdispute, terms and conditions slowdown, or stoppage pending or threatened against or involving the employees of employment, worker safety, wages and hours, civil rights, discrimination, immigration, collective bargaining, and the Worker Adjustment and Retraining Notification Act, 29 U.S.C. § 2109 et seq. or the regulations promulgated thereunder. There have been Seller; no claims of harassment, discrimination, retaliatory act or similar actions against any employee, officer or director of the Company grievance or any of its Subsidiaries at any time during the past four years and, to the Company’s Knowledge, arbitration proceeding is pending or threatened against Seller and no facts exist that could reasonably be expected to give rise to such claims or actions. To the Company’s Knowledge, no employees of the Company or any of its Subsidiaries are 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 any of its Subsidiaries because of the nature of the business conducted or presently proposed to be conducted by the Company or any of its Subsidiaries or to the use of trade secrets or proprietary information of othersclaim therefor exists.

Employees; Labor Matters. Schedule 4.12 sets forth a true and complete list As of each executive and manager of March 1, 1998, the Company employed a total of approximately fifty-six (56) full-time employees and its Subsidiaries with one (1) part-time employee. Except as set forth in Schedule 2.28(a), neither the job title, location of service, date of commencement of service, 2007 base compensation and target bonus, and anticipated 2008 base compensation and target bonus for each such executive and manager. To the Company’s Knowledge, no such executive or manager Company nor any Holder has received any present intention notice that any employee intends to terminate his or her employment with the Company following the Closing. The Company is not delinquent in payments to any of its employees for any wages, salaries, commissions, bonuses or its Subsidiariesother direct compensation for any services performed for it to the date hereof or amounts required to be reimbursed to such employees. Upon termination of the employment of any of said employees, as applicable. Neither neither the Company nor Buyer will by reason of the transactions contemplated under this Agreement or anything done prior to the Closing be liable to any of its Subsidiaries is a party to or bound by any collective bargaining agreement and there are no labor unions, works councils or other organizations representing, purporting to represent or attempting to represent any employee of the Company said employees for so-called "severance pay" or any of its Subsidiaries. No strike, slowdown, picketing, work stoppage, concerted refusal to work overtime or other similar labor activity has occurred, been threatened or, to the Company’s Knowledge, is anticipated with respect to any employee of the Company or any of its Subsidiaries. There are no labor disputes currently subject to any grievance procedure, arbitration or litigation and there is no representation petition pending, threatened or, to the Company’s Knowledge, anticipated with respect to any employee of the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries have engaged in any unfair labor practices within the meaning of the National Labor Relations Actpayments. The Company and its Subsidiaries are has no policy, practice, plan or program of paying severance pay or any form of severance compensation in connection with the termination of employment, except as set forth in Schedule 2.28(b). The Company is in material compliance in all material respects with all Applicable Laws relating to employment applicable laws and regulations respecting labor, employment, fair employment practices, workers’ compensationwork place safety and health, terms and conditions of employment, worker safety, and wages and hours. There are no charges of employment discrimination or unfair labor practices, civil rightsnor are there any strikes, discriminationslowdowns, immigrationstoppages of work, collective bargainingor any other concerted interference with normal operations which are existing, and pending or, to the Worker Adjustment and Retraining Notification Act, 29 U.S.C. § 2109 et seq. knowledge of the Company or the regulations promulgated thereunderHolders, threatened against or involving the Company. There have been no claims of harassment, discrimination, retaliatory act or similar actions against any employee, officer or director To the knowledge of the Company or any of the Holders, no question concerning union representation exists respecting any employees of the Company. There are no grievances, complaints or charges that have been filed against the Company under any dispute resolution procedure (including, but not limited to, any proceedings under any dispute resolution procedure under any collective bargaining agreement) that might have an adverse effect on the Company or the conduct of its Subsidiaries at any time during the past four years business, and there is no arbitration or similar proceeding pending and, to the Company’s Knowledge, no facts exist that could reasonably be expected to give rise to such claims or actions. To the Company’s Knowledge, no employees knowledge of the Company or any of its Subsidiaries are the Holders, no claim therefor has been asserted. No collective bargaining agreement is in any material respect in violation of any term of any employment contract, non-disclosure agreement, non-competition agreement, effect or any restrictive covenant to a former employer relating to the right of any such employee is currently being or is about to be employed negotiated by the Company. The Company or has not received any information indicating that any of its Subsidiaries because employment policies or practices is currently being audited or investigated by any federal, state or local government agency. The Company is, and at all times has been, in compliance with the requirements of the nature Immigration Reform Control Act of the business conducted or presently proposed to be conducted by the Company or any of its Subsidiaries or to the use of trade secrets or proprietary information of others1986.

Employees; Labor Matters. Schedule 4.12 sets forth a true and complete list of each executive and manager of the The Company and its Subsidiaries with the job titleemploy a ------------------------ total of approximately 1,150 full-time employees and 500 part-time employees and generally enjoy good employer-employee relationships. Except as disclosed in Schedule 2.29, location of service, date of commencement of service, 2007 base compensation and target bonus, and anticipated 2008 base compensation and target bonus for each such executive and manager. To the Company’s Knowledge, no such executive or manager has any present intention to terminate his or her employment with the Company or its Subsidiaries, as applicable. Neither neither the Company nor any of its Subsidiaries is a party delinquent in ------------- payments to any of its employees for any wages, salaries, commissions, bonuses or bound other direct compensation for any services performed for it to the date hereof or amounts required to be reimbursed to such employees. Upon termination of the employment of any of said employees, neither the Company, any Subsidiary nor Buyer will by reason of the transactions contemplated under this Agreement or anything done prior to the Closing be liable to any collective bargaining agreement of said employees for so- called "severance pay" or any other payments, except as set forth in Schedule -------- 2.29. Neither the Company nor any Subsidiary has any policy, practice, plan or ---- program of paying severance pay or any form of severance compensation in connection with the termination of employment, except as set forth in said Schedule. The Company and there each of its Subsidiaries are in compliance in all material respects with all applicable laws and regulations respecting labor, employment, fair employment practices, work place safety and health, terms and conditions of employment, wages and hours, and withholding of taxes and reporting of income. There are no charges of employment discrimination or unfair labor unionspractices, works councils nor are there any strikes, slowdowns, stoppages of work, or any other organizations representingconcerted interference with normal operations which are existing, purporting to represent pending or attempting to represent any employee of threatened against or involving the Company or any of its Subsidiaries. No strike, slowdown, picketing, work stoppage, concerted refusal to work overtime or other similar labor activity has occurred, been threatened or, to the Company’s Knowledge, is anticipated with respect to question concerning representation exists respecting any employee employees of the Company or any of its Subsidiaries. There are no labor disputes currently subject to grievances, complaints or charges that have been filed against the Company or any grievance procedureof its Subsidiaries under any dispute resolution procedure (including, arbitration but not limited to, any proceedings under any dispute resolution procedure under any collective bargaining agreement) that might have a Material Adverse Effect on the Company or litigation Subsidiaries taken as a whole, and there is no representation petition pending, threatened or, arbitration or similar proceeding pending and no claim therefor has been asserted. No collective bargaining agreement is in effect or is currently being or is about to the Company’s Knowledge, anticipated with respect to any employee of be negotiated by the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries have engaged in has received any unfair labor information indicating that any of its employment policies or practices within the meaning of the National Labor Relations Actis currently being audited or investigated by any federal, state or local government agency. The Company and each of its Subsidiaries are is, and at all times since its incorporation has been, in compliance in all material respects with all Applicable Laws relating to employment and employment practices, workers’ compensation, terms and conditions of employment, worker safety, wages and hours, civil rights, discrimination, immigration, collective bargaining, and the Worker Adjustment and Retraining Notification Act, 29 U.S.C. § 2109 et seq. or the regulations promulgated thereunder. There have been no claims of harassment, discrimination, retaliatory act or similar actions against any employee, officer or director requirements of the Company or any Immigration Reform Control Act of its Subsidiaries at any time during the past four years and, to the Company’s Knowledge, no facts exist that could reasonably be expected to give rise to such claims or actions. To the Company’s Knowledge, no employees of the Company or any of its Subsidiaries are 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 any of its Subsidiaries because of the nature of the business conducted or presently proposed to be conducted by the Company or any of its Subsidiaries or to the use of trade secrets or proprietary information of others1986.

Employees; Labor Matters. Schedule 4.12 sets forth The Seller employs a true total of approximately ------------------------ 45 full-time employees and complete list of each executive 2 part-time employees and manager of the Company and its Subsidiaries with the job title, location of service, date of commencement of service, 2007 base compensation and target bonus, and anticipated 2008 base compensation and target bonus for each such executive and managergenerally enjoy good employer-employee relationships. To the Company’s Knowledge, no such executive or manager has any present intention The Seller is not delinquent in payments to terminate his or her employment with the Company or its Subsidiaries, as applicable. Neither the Company nor any of its Subsidiaries is a party to or bound by employees for any collective bargaining agreement and there are no labor unionswages, works councils salaries, commissions, bonuses or other organizations representing, purporting direct compensation for any services performed for it to represent the date hereof or attempting amounts required to represent any employee be reimbursed to such employees. Upon termination of the Company employment of any of said employees, neither the Seller nor Buyer will by reason of the acquisition transaction or anything done prior to the Closing be liable to any of said employees for so-called "severance pay" or any other payments, except as set forth on Schedule 2.29. The Seller does not have any policy, ------------- practice, plan or program of paying severance pay or any form of severance compensation in connection with the termination of employment of its Subsidiaries. No strikeemployees, slowdown, picketing, work stoppage, concerted refusal to work overtime or other similar labor activity has occurred, been threatened or, to the Company’s Knowledge, is anticipated with respect to any employee of the Company or any of its Subsidiaries. There are no labor disputes currently subject to any grievance procedure, arbitration or litigation and there is no representation petition pending, threatened or, to the Company’s Knowledge, anticipated with respect to any employee of the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries have engaged except as set forth in any unfair labor practices within the meaning of the National Labor Relations Actsaid Schedule. The Company and its Subsidiaries are Seller is in compliance in all material respects with all Applicable Laws relating to employment applicable laws and regulations respecting labor, employment, fair employment practices, workers’ compensationwork place safety and health, terms and conditions of employment, worker safety, and wages and hours. There are no charges of employment discrimination or unfair labor practices, civil rightsnor are there any strikes, discriminationslowdowns, immigrationstoppages of work, or any other concerted interference with normal operations existing, pending or, to the knowledge of the Seller, threatened against or involving the Seller. No question concerning representation exists respecting any group of employees of the Seller. There are no grievances, complaints or charges that have been filed against any Seller under any dispute resolution procedure (including, but not limited to, any proceedings under any dispute resolution procedure under any collective bargaining, and bargaining agreement) that might have an adverse effect on the Worker Adjustment and Retraining Notification Act, 29 U.S.C. § 2109 et seq. Seller or the regulations promulgated thereunder. There have been conduct of its business and no claims of harassment, discrimination, retaliatory act arbitration or similar actions against proceeding is pending and no claim therefor has been asserted. No collective bargaining agreement is in effect or is currently being or is about to be negotiated by the Seller. The Seller has not received any employee, officer or director of the Company or information to indicate that any of its Subsidiaries at employment policies or practices is currently being audited or investigated by any time during the past four years andfederal, to the Company’s Knowledge, no facts exist that could reasonably be expected to give rise to such claims state or actionslocal government agency. To the Company’s Knowledge, no employees knowledge of the Company or any of its Subsidiaries are Seller, the Seller is, and at all times since November 6, 1986, has been, 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 compliance with the right of any such employee to be employed by the Company or any of its Subsidiaries because requirements of the nature Immigration Reform Control Act of the business conducted or presently proposed to be conducted by the Company or any of its Subsidiaries or to the use of trade secrets or proprietary information of others1986.

Employees; Labor Matters. Schedule 4.12 sets forth a true and complete list of each executive and manager of the The Company and its Subsidiaries with the job title, location employ a ------------------------ total of service, date of commencement of service, 2007 base compensation 111 full-time employees and target bonus, and anticipated 2008 base compensation and target bonus for each such executive and manager. To the Company’s Knowledge, no such executive or manager has any present intention to terminate his or her employment with the Company or its Subsidiaries, as applicable115 part-time employees. Neither the Company nor any of its Subsidiaries is a party delinquent in payments to any of its employees for any wages, salaries, commissions, bonuses or bound other direct compensation for any services performed for it to the date hereof or amounts required to be reimbursed to such employees. Upon termination of the employment of any of said employees, neither the Company, any Subsidiary nor Buyer will by reason of the transactions contemplated under this Agreement or anything done prior to the Closing be liable to any collective bargaining agreement of said employees for so-called "severance pay" or any other similar payments. Neither the Company nor any Subsidiary has any policy, practice, plan or program of paying severance pay or any form of severance compensation in connection with the termination of employment. The Company and there each of its Subsidiaries is in compliance in all material respects with all applicable laws and regulations respecting labor, employment, fair employment practices, work place safety and health, terms and conditions of employment, wages and hours and the withholding of taxes and the reporting of income. There are no charges of employment discrimination or unfair labor unionspractices, works councils nor are there any strikes, slowdowns, stoppages of work, or any other organizations representingconcerted interference with normal operations which are existing, purporting pending or, to represent the knowledge of the Company or attempting to represent any employee of Stockholder, threatened against or involving the Company or any of its Subsidiaries. No strike, slowdown, picketing, work stoppage, concerted refusal to work overtime or other similar question concerning labor activity has occurred, been threatened or, to the Company’s Knowledge, is anticipated with respect to representation exists respecting any employee employees of the Company or any of its Subsidiaries. There are no labor disputes currently subject to grievances, complaints or charges that have been filed against the Company or any grievance procedureof its Subsidiaries under any dispute resolution procedure (including, arbitration but not limited to, any proceedings under any dispute resolution procedure under any collective bargaining agreement) that, individually or litigation in the aggregate could have a Material Adverse Effect, and there is no representation petition pending, threatened or, arbitration or similar proceeding pending and no claim therefor has been asserted. No collective bargaining agreement is in effect or is currently being or is about to the Company’s Knowledge, anticipated with respect to any employee of be negotiated by the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries have engaged in has received any unfair labor information during the past six years indicating that any of its employment policies or practices within the meaning of the National Labor Relations Actis currently being audited or investigated by any federal, state or local government agency. The Company and its Subsidiaries are in compliance in all material respects with all Applicable Laws relating to employment and employment practices, workers’ compensation, terms and conditions of employment, worker safety, wages and hours, civil rights, discrimination, immigration, collective bargaining, and the Worker Adjustment and Retraining Notification Act, 29 U.S.C. § 2109 et seq. or the regulations promulgated thereunder. There have been no claims of harassment, discrimination, retaliatory act or similar actions against any employee, officer or director of the Company or any each of its Subsidiaries is, and at any time during all times since November 6, 1986 has been, in compliance with the past four years and, to the Company’s Knowledge, no facts exist that could reasonably be expected to give rise to such claims or actions. To the Company’s Knowledge, no employees requirements of the Company or any Immigration Reform Control Act of its Subsidiaries are 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 any of its Subsidiaries because of the nature of the business conducted or presently proposed to be conducted by the Company or any of its Subsidiaries or to the use of trade secrets or proprietary information of others1986.

Employees; Labor Matters. Schedule 4.12 sets forth a true and complete list of each executive and manager of the Company and its Subsidiaries with the job title, location of service, date of commencement of service, 2007 base compensation and target bonus, and anticipated 2008 base compensation and target bonus for each such executive and manager. To the Company’s Knowledge, no such executive or manager has any present intention to terminate his or her employment with the Company or its Subsidiaries, as applicable. Neither the Company nor any of its Subsidiaries is a party to or bound by any collective bargaining agreement and there are no labor unions, works councils or other organizations representing, purporting to represent or attempting to represent any employee of the Company or any of its Subsidiaries. No strike, slowdown, picketing, work stoppage, concerted refusal to work overtime or other similar labor activity has occurred, been threatened or, to the Company’s Knowledge, is anticipated with respect to any employee of the Company or any of its Subsidiaries. There are no labor disputes currently subject to any grievance procedure, arbitration or litigation and there is no representation petition pending, threatened or, to the Company’s Knowledge, anticipated with respect to any employee of the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries have has engaged in any unfair labor practices within the meaning of the National Labor Relations Act. The Company and its Subsidiaries are in compliance in all material respects with all Applicable Laws relating to employment and employment practices, workers’ compensation, terms and conditions of employment, worker safety, wages and hours, civil rights, discrimination, immigration, collective bargaining, and the Worker Adjustment and Retraining Notification ActNxxxxxxxxxxx Xxx, 29 U.S.C. § 2109 00 X.X.X. §0000 et seq. or the regulations promulgated thereunderthereunder (the “WARN Act”). There have been no claims of harassment, discrimination, retaliatory act or similar actions against any employee, officer or director of the Company or any of its Subsidiaries at any time during the past four years and, to the Company’s Knowledge, no facts exist that could reasonably be expected to give rise to such claims or actions. The Company and its Subsidiaries are not required to have, and do not have, any affirmative action plans or programs. To the Company’s Knowledge, no employees of the Company or any of its Subsidiaries are 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 any of its Subsidiaries because of the nature of the business conducted or presently proposed to be conducted by the Company or any of its Subsidiaries or to the use of trade secrets or proprietary information of others.

Employees; Labor Matters. Schedule 4.12 sets forth a true and complete list of each executive and manager (a) As of the Company date of this Agreement, Seller employs a total of approximately one hundred seventy one (171) full-time employees and eight (8) part-time employees, Sibson Europe employs one (1) full-time employee and Sibson UK Limited employs approximately three (3) full-time employees and three (3) part-time employees. Except as set forth in Schedule 4.15, Seller has not received any written notice that any employee does not intend to accept employment with Buyer following the Closing. Neither Seller nor any Subsidiary of Seller is 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 date hereof or amounts required to be reimbursed to such employees. Upon termination of the employment of any of the employees of Seller (assuming acceptance of Buyer's offer of substantially comparable employment to all of said employees), Buyer and Nextera will not by reason of such termination or anything done prior to the Closing be liable to any of said employees for so-called "severance 30 pay" or any other similar payments. Neither Seller nor any Subsidiary of Seller has a policy, practice, plan or program of paying severance pay or any form of severance compensation in connection with the termination of employment, except as set forth in Schedule 4.15. Each of Seller and its Subsidiaries with the job title, location of service, date of commencement of service, 2007 base compensation and target bonus, and anticipated 2008 base compensation and target bonus for each such executive and manager. To the Company’s Knowledge, no such executive or manager has any present intention to terminate his or her employment with the Company or its Subsidiaries, as applicable. Neither the Company nor any of its Subsidiaries is a party to or bound by any collective bargaining agreement and there are no labor unions, works councils or other organizations representing, purporting to represent or attempting to represent any employee of the Company or any of its Subsidiaries. No strike, slowdown, picketing, work stoppage, concerted refusal to work overtime or other similar labor activity has occurred, been threatened or, to the Company’s Knowledge, is anticipated with respect to any employee of the Company or any of its Subsidiaries. There are no labor disputes currently subject to any grievance procedure, arbitration or litigation and there is no representation petition pending, threatened or, to the Company’s Knowledge, anticipated with respect to any employee of the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries have engaged in any unfair labor practices within the meaning of the National Labor Relations Act. The Company and its Subsidiaries are in compliance in all material respects with all Applicable Laws relating to employment applicable laws and regulations respecting labor, employment, fair employment practices, workers’ compensationwork place safety and health, terms and conditions of employment, worker safety, and wages and hours, civil rights, discrimination, immigration, collective bargaining, and the Worker Adjustment and Retraining Notification Act, 29 U.S.C. § 2109 et seq. or the regulations promulgated thereunder. There are no charges of employment discrimination or unfair labor practices pending or, to the knowledge of Seller, threatened and there exists no basis for any such claim, nor are there any strikes, slowdowns, stoppages of work, or any other concerted interference with normal operations which are existing, pending or to the knowledge of Seller threatened against or involving Seller or any Subsidiary of Seller. No question concerning union representation exists respecting any employees of Seller or any Subsidiary of Seller. There are no pending grievances, complaints or charges that have been no claims filed against Seller or any Subsidiary of harassmentSeller under any dispute resolution procedure (including, discriminationbut not limited to, retaliatory act any arbitration or similar actions against proceedings of which Seller has received written notice. No collective bargaining agreement is in effect or is currently being or is about to be negotiated by Seller or any employee, officer or director Subsidiary of the Company or Seller. Neither Seller nor any Subsidiary of Seller has received any written notice indicating that any of its employment policies or practices is currently being audited or investigated by any federal, state or local government agency. Each of Seller and its Subsidiaries doing business in the United States is, and at any time during all times has been, in compliance in all material respects with the past four years and, to the Company’s Knowledge, no facts exist that could reasonably be expected to give rise to such claims or actions. To the Company’s Knowledge, no employees requirements of the Company or any Immigration Reform Control Act of its Subsidiaries are 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 any of its Subsidiaries because of the nature of the business conducted or presently proposed to be conducted by the Company or any of its Subsidiaries or to the use of trade secrets or proprietary information of others1986.

Employees; Labor Matters. Schedule 4.12 sets forth The Company employs a true total of 56 full-time employees and complete list of each executive 127 part-time employees and manager of the generally enjoys good employer-employee relationships. The Company and its Subsidiaries with the job title, location of service, date of commencement of service, 2007 base compensation and target bonus, and anticipated 2008 base compensation and target bonus for each such executive and manager. To the Company’s Knowledge, no such executive or manager has any present intention is not delinquent in payments to terminate his or her employment with the Company or its Subsidiaries, as applicable. Neither the Company nor any of its Subsidiaries is a party to or bound by employees for any collective bargaining agreement and there are no labor unionswages, works councils salaries, commissions, bonuses or other organizations representing, purporting direct compensation for any services performed for it to represent the date hereof or attempting amounts required to represent any employee be reimbursed to such employees. Upon termination of the Company employment of any of said employees, neither the Company, nor Buyer will by reason of the transactions contemplated under this Agreement or anything done prior to the Closing be liable to any of said employees for so-called "severance pay" or any of its Subsidiaries. No strike, slowdown, picketing, work stoppage, concerted refusal to work overtime or other similar labor activity has occurred, been threatened or, to the Company’s Knowledge, is anticipated with respect to any employee of the Company or any of its Subsidiaries. There are no labor disputes currently subject to any grievance procedure, arbitration or litigation and there is no representation petition pending, threatened or, to the Company’s Knowledge, anticipated with respect to any employee of the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries have engaged in any unfair labor practices within the meaning of the National Labor Relations Actpayments. The Company and its Subsidiaries are has no policy, plan or program of paying severance pay or any form of severance compensation in connection with the termination of employment. The Company is in compliance in all material respects with all Applicable Laws relating to employment applicable laws and regulations respecting labor, employment, fair employment practices, workers’ compensationwork place safety and health, terms and conditions of employment, worker safety, and wages and hours, civil rights, discrimination, immigration, collective bargaining, and the Worker Adjustment and Retraining Notification Act, 29 U.S.C. § 2109 et seq. or the regulations promulgated thereunder. There have been are no claims charges of harassmentemployment discrimination or unfair labor practices, discriminationnor are there any strikes, retaliatory act slowdowns, stoppages of work, or similar actions against any employeeother concerted interference with normal operations which are existing, officer or director pending or, to the knowledge of the Company or any of its Subsidiaries at any time during the past four years andStockholder, to threatened against or involving the Company’s Knowledge. No question concerning representation exists respecting any employees of the Company. There are no grievances, no facts exist complaints or charges that could have been filed against the Company under any dispute resolution procedure (including, but not limited to, any proceedings under any dispute resolution procedure under any collective bargaining agreement) that could, individually or in the aggregate, reasonably be expected to give rise have a Material Adverse Effect, and there is no arbitration or similar proceeding pending and no claim therefor has been asserted. No collective bargaining agreement is in effect or is currently being or is about to such claims or actions. To be negotiated by the Company’s Knowledge, . The Company has received no employees of the Company or information indicating that any of its Subsidiaries are employment policies or practices is currently being audited or investigated by any federal, state or local government agency. The Company is, and at all times since November 6, 1986 has been, 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 compliance with the right of any such employee to be employed by the Company or any of its Subsidiaries because requirements of the nature Immigration Reform Control Act of the business conducted or presently proposed to be conducted by the Company or any of its Subsidiaries or to the use of trade secrets or proprietary information of others1986.

Employees; Labor Matters. Schedule 4.12 sets forth a true and complete list As of each executive and manager of April 30, 1998, the Company and its ------------------------ Subsidiaries with the job title, location employ a total of service, date of commencement of service, 2007 base compensation approximately 1,165 full-time employees and target bonus, and anticipated 2008 base compensation and target bonus for each such executive and manager. To the Company’s Knowledge, no such executive or manager has any present intention to terminate his or her employment with the Company or its Subsidiaries, as applicable398 part-time employees. Neither the Company nor any of its Subsidiaries is a party delinquent in payments to any of its employees for any wages, salaries, commissions, bonuses or bound other direct compensation for any services performed for it to the date hereof or amounts required to be reimbursed to such employees. Upon termination of the employment of any of said employees, neither the Company, any Subsidiary nor Buyer will by reason of the transactions contemplated under this Agreement or anything done prior to the Closing by the Company be liable to any collective bargaining agreement of said employees for so-called "severance pay" or any other payments, except as set forth in Schedule 2.29. Neither the Company nor ------------- any Subsidiary has any policy, practice, plan or program of paying severance pay or any form of severance compensation in connection with the termination of employment, except as set forth in said Schedule. Except as set forth in Schedule 2.29, and except with respect to the Audits, the Company and each of ------------- its Subsidiaries are in compliance in all material respects with all applicable laws and regulations respecting labor, employment, fair employment practices, work place safety and health, terms and conditions of employment, wages and hours, and withholding of taxes and reporting of income. Except as set forth in Schedule 2.29, there are no charges of employment discrimination or unfair labor unions------------- practices, works councils nor are there any strikes, slowdowns, stoppages of work, or any other organizations representingconcerted interference with normal operations which are existing, purporting pending or, to represent the knowledge of the Company and the Stockholders, threatened against or attempting to represent any employee of involving the Company or any of its Subsidiaries. No strikeExcept as set forth in Schedule 2.29, slowdownthere are no grievances, picketing, work stoppage, concerted refusal to work overtime complaints or other similar labor activity has occurred, charges that have been threatened or, to the Company’s Knowledge, is anticipated with respect to any employee of ------------- filed against the Company or any of its Subsidiaries. There are no labor disputes currently subject Subsidiaries under any dispute resolution procedure (including, but not limited to, any proceedings under any dispute resolution procedure under any collective bargaining agreement) that could reasonably be expected to any grievance procedurehave a Material Adverse Effect on the Company or Subsidiaries taken as a whole, arbitration or litigation and there is no representation petition pending, threatened pending arbitration or similar proceeding or claim. No collective bargaining agreement is in effect or is currently being or, to the Company’s Knowledgeknowledge of the Company and the Stockholders, anticipated with respect is about to any employee of be negotiated by the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries have engaged in has received any unfair labor information indicating that any of its employment policies or practices within the meaning of the National Labor Relations Actis currently being audited or investigated by any federal, state or local government agency. The Company and its Subsidiaries are in compliance in all material respects with all Applicable Laws relating to employment and employment practices, workers’ compensation, terms and conditions of employment, worker safety, wages and hours, civil rights, discrimination, immigration, collective bargaining, and the Worker Adjustment and Retraining Notification Act, 29 U.S.C. § 2109 et seq. or the regulations promulgated thereunder. There have been no claims of harassment, discrimination, retaliatory act or similar actions against any employee, officer or director of the Company or any each of its Subsidiaries is, and has been, in compliance with the requirements of the Immigration Reform Control Act of 1986 at all times since the enactment of said Act. No one has demanded recognition as or otherwise made a claim to be the exclusive representative for purposes of collective bargaining of all or any time during the past four years and, to the Company’s Knowledge, no facts exist that could reasonably be expected to give rise to such claims or actions. To the Company’s Knowledge, no group of employees of the Company or any of its Subsidiaries Subsidiaries. To the knowledge of the Company and the Stockholders, there are in no attempts to organize for purposes of collective bargaining any material respect in violation of any term the employees 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 any of its Subsidiaries because of the nature of the business conducted or presently proposed to be conducted by the Company or any of its Subsidiaries or to the use of trade secrets or proprietary information of othersSubsidiaries.

Employees; Labor Matters. Schedule 4.12 sets forth a true and complete list of each executive and manager of the Company and its Subsidiaries with the job title, location of service, date of commencement of service, 2007 base compensation and target bonus, and anticipated 2008 base compensation and target bonus for each such executive and manager. To the Company’s Knowledge, no such executive or manager has any present intention to terminate his or her employment with the Company or its Subsidiaries, as applicable. Neither the Company nor any of its Subsidiaries Subsidiary is a party delinquent in any material payments to or bound by any collective bargaining agreement and there are no labor unions, works councils or other organizations representing, purporting to represent or attempting to represent any employee of the Company or any of its Subsidiaries. No strikeemployees or independent contractors for any wages, slowdownsalaries, picketingcommissions, work stoppagebonuses, concerted refusal to work overtime severance, termination pay or other similar labor activity has occurred, been threatened or, direct compensation for any services performed for it to the Company’s Knowledgedate hereof or amounts required to be reimbursed to such employees. Except as set forth on Schedule 3.23 hereto, is anticipated with respect to any employee of the Company or any of its Subsidiaries. There are no labor disputes currently subject to any grievance procedure, arbitration or litigation and there is no representation petition pending, threatened or, to the Company’s Knowledge, anticipated with respect to any employee of the Company or any of its Subsidiaries. Neither neither the Company nor any Subsidiary has a policy, practice, plan or program of its Subsidiaries have engaged paying severance pay or any form of severance compensation in any unfair labor practices within connection with the meaning termination of the National Labor Relations Actemployment. The Company and its Subsidiaries are each Subsidiary is in material compliance in with all material respects with all Applicable Laws relating to employment applicable laws and regulations respecting labor, employment, fair employment practices, workers’ compensation, terms and conditions of employment, worker safety, and wages and hours. Except as set forth on Schedule 3.23 hereto, civil rights, discrimination, immigration, collective bargaining, and the Worker Adjustment and Retraining Notification Act, 29 U.S.C. § 2109 et seq. no material charges of employment discrimination or the regulations promulgated thereunder. There unfair labor practices have been brought against the Company or any Subsidiary, nor are there any strikes, slowdowns, stoppages of work, or any other concerted interference with normal operations existing, pending or, to the Knowledge of the Company, threatened against or involving, the Company or any Subsidiary, which would, individually or in the aggregate, have a Material Adverse Effect. Except as set forth on Schedule 3.23 hereto, neither the Company nor any Subsidiary has received written notice of any impending strikes, slowdowns, concerted interference with normal operations or union organization activities. Except as set forth on Schedule 3.23 hereto, there are no claims material grievances, complaints or charges that have been filed against the Company or any Subsidiary under any dispute resolution procedure (including, but not limited to, any proceedings under any dispute resolution procedure under any collective bargaining agreement) that have not been dismissed. Except as set forth on Schedule 3.23 hereto, no collective bargaining agreements are in effect or are currently being or are about to be negotiated by the Company or any Subsidiary. Neither the Company nor any Subsidiary has received written notice of harassmentpending or threatened changes with respect to (including, discriminationwithout limitation, retaliatory act resignation of) the senior management or similar actions against any employee, officer or director key supervisory personnel of the Company or any of its Subsidiaries at any time during the past four years and, to the Company’s Knowledge, no facts exist that could reasonably be expected to give rise to such claims or actions. To the Company’s Knowledge, no employees of the Company or any of its Subsidiaries are 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 any of its Subsidiaries because of the nature of the business conducted or presently proposed to be conducted by the Company or any of its Subsidiaries or to the use of trade secrets or proprietary information of othersSubsidiary.

Employees; Labor Matters. Schedule 4.12 sets forth a true and complete list of each executive and manager of the Company and its Subsidiaries with the job title, location of service, date of commencement of service, 2007 base compensation and target bonus, and anticipated 2008 base compensation and target bonus for each such executive and manager. To the Company’s Knowledge, no such executive or manager has any present intention to terminate his or her employment with the Company or its Subsidiaries, as applicable. Neither the Company nor any Subsidiary is ------------------------ delinquent in payments to any of its Subsidiaries is a party employees for any wages, salaries, commissions, bonuses or other direct compensation for any services performed for it through the date hereof or amounts required to or bound by any collective bargaining agreement and be reimbursed to such employees. To the knowledge of the Company, except as set forth on Schedule 2.26 ------------- attached hereto, there are no charges of employment discrimination or unfair labor unionspractices, works councils nor are there any strikes, slowdowns, stoppages of work or any other organizations representingconcerted interference with normal operations which are existing, purporting to represent pending or attempting to represent any employee of threatened against or involving the Company or any of its Subsidiaries. No strike, slowdown, picketing, work stoppage, concerted refusal to work overtime or other similar labor activity has occurred, been threatened or, to To the knowledge of the Company’s Knowledge, is anticipated with respect to any employee of except as set forth on Schedule 2.26, there are no ------------- formal grievances, complaints or charges that have been filed against the Company or any of its Subsidiaries. There are no labor disputes currently subject Subsidiaries with any federal, state or local court or governmental agency (including, but not limited to, any proceedings under any dispute resolution procedure under any collective bargaining agreement) and, to any grievance procedurethe knowledge of the Company, arbitration or litigation and there is no representation petition pending, threatened or, to arbitration or similar proceeding pending and no claim therefor has been asserted. None of the Company’s Knowledge, anticipated with respect 's or any of its Subsidiaries' employees are represented by a collective bargaining agent and no collective bargaining agreement is in effect or is currently being or is about to any employee of be negotiated by the Company or any of its Subsidiaries. Neither the Company nor any Subsidiaries in respect of its Subsidiaries have engaged in any unfair labor practices within the meaning of the National Labor Relations Actemployees. The Company and its Subsidiaries are in compliance in all material respects with all Applicable Laws labor and employment related statutes, ordinances, orders, judgments, decrees, rules and regulations applicable to the Company and its Subsidiaries and promulgated by any federal, state, municipal or foreign entity, agency, court or other governmental authority (including all laws, regulations and orders relating to employment and employment practiceswages, workers’ compensation, terms and conditions of employment, worker safety, wages and hours, civil rights, discrimination, immigration, collective bargaining, and employment loss under the Worker Adjustment and Retraining Notification Act (the "WARN Act"), 29 U.S.C. § 2109 et seq. or the regulations promulgated thereunder. There have been no claims of harassment, employment discrimination, retaliatory act or similar actions against any employeeworkplace safety -------- and health, officer or director workers' compensation, the collection and payment of the Company or any of its Subsidiaries at any time during the past four years andwithholding and/or social security taxes and visas), except where failure to the Company’s Knowledge, no facts exist that could be in compliance would not reasonably be expected to give rise to such claims or actions. To the Company’s Knowledge, no employees of the have a Company or any of its Subsidiaries are 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 any of its Subsidiaries because of the nature of the business conducted or presently proposed to be conducted by the Company or any of its Subsidiaries or to the use of trade secrets or proprietary information of othersMaterial Adverse Effect.