Common use of Labor Relations; Employees Clause in Contracts

Labor Relations; Employees. Except as set forth on Schedule 4.15 of the Disclosure Letter, (i) neither the Company nor any Subsidiary is currently delinquent in payments to any of its employees for any wages, salaries, commissions, bonuses or other direct compensation for any services performed by them to date or amounts required to be reimbursed to such employees, (ii) upon termination of the employment of any such employees, none of the Company, any Subsidiary, the Surviving Corporation or Buyer will by reason of any action taken or not taken prior to the Closing by the Company or any Subsidiary be liable to any of such employees for severance pay or any other payments, (iii) the Company and the Subsidiaries are in compliance in all material respects with all material Laws respecting labor, employment and employment practices, terms and conditions of employment and wages and hours, (iv) there is no unfair labor practice complaint against the Company or any Subsidiary pending before the National Labor Relations Board or any other Governmental Entity, (v) there is no labor strike, material dispute or grievance, slowdown or stoppage actually pending or, to the Best Knowledge of the Company, threatened against or involving the Company or any Subsidiary, (vi) other than Glass, Molders, Pottery, Plastics and Allied Workers International Union (AFL-CIO, CLC) Local 311 (the "Workers Union"), no labor union currently represents the employees of the Company or the Subsidiaries and, to the Best Knowledge of the Company, no labor union has taken any action with respect to organizing the employees of the Company or the Subsidiaries, (vii) no employee with an annual salary in excess of $50,000 has informed the Company, any Subsidiary, any Designated Shareholder or any senior executive of the Company or any Subsidiary that such employee will or may terminate his or her employment or engagement with the Company or a Subsidiary and (viii) on the date hereof, the relations between the Company and the Subsidiaries, on one hand, and the Workers Union, on the other hand, are generally good and the Company, TJR and the Designated Shareholders have no reason to believe that consummation of the transactions contemplated hereby, assuming Buyer will comply with the terms of the agreement between Midwest and the Workers Union, will result in a labor strike, slowdown or stoppage. Other than the Workers Union, neither the Company nor any Subsidiary is a party to or bound by any collective bargaining agreement, union Contract or similar agreement.

Labor Relations; Employees. Schedule 2.17 hereto lists all employees of any WFI Entity with either (i) an annual base salary in excess of US$150,000 or (ii) employed under terms of written employment agreements that are not terminable upon giving reasonable notice in accordance with applicable law that provide for severance, change of control or other similar compensation materially in excess of the amounts that would otherwise be payable to such employee under applicable statutes or at common law. Except as listed on Schedule 2.17, no WFI Entity is bound by a change of control provision or change of control agreement in respect of any employee of a WFI Entity. Except as set forth on Schedule 4.15 of the Disclosure Letter2.17 hereto, (ia) neither the Company nor any Subsidiary no WFI Entity is currently delinquent in payments to any of its employees employees, for any wages, salaries, commissions, bonuses or other direct compensation for any services performed by them to through the date hereof or amounts required to be reimbursed to such employeesby them through the date hereof, (iib) upon termination of the employment of any such employees, none of the Company, any Subsidiary, the Surviving Corporation or Buyer will by reason of any action taken or not taken prior to the Closing by the Company or any Subsidiary be liable to any of such employees for severance pay or any other payments, (iii) the Company and the Subsidiaries are each WFI Entity is in material compliance in all material respects with all material Laws applicable Canadian and non-Canadian federal, provincial, state and local laws, rules and regulations respecting laboremployment, employment practices, occupational health and employment practicessafety, workers' compensation, pay equity, labor, terms and conditions of employment and wages and hours, (ivc) there except as listed on Schedule 2.17, no WFI Entity is bound by or subject to (and none of its assets or properties is bound by or subject to) any written or oral, express or implied, commitment or arrangement with any labor union, and no unfair labor practice complaint against union has requested or, to the Company knowledge of the WFI Entities, has sought to represent any of the employees, representatives or agents of any Subsidiary pending before the National Labor Relations Board or any other Governmental WFI Entity, or has bargaining rights in respect of any of the employees, representatives or agents of the WFI Entities, (vd) there is no labor strike, material dispute or grievancedispute, slowdown or stoppage actually pending pending, or, to the Best Knowledge knowledge of the CompanyWFI Entities, threatened against or involving the Company or any SubsidiaryWFI Entity, and (vie) other than Glass, Molders, Pottery, Plastics and Allied Workers International Union (AFL-CIO, CLC) Local 311 (the "Workers Union"), no labor union currently represents the employees of the Company or the Subsidiaries andas set forth on Schedule 2.17, to the Best Knowledge knowledge of the CompanyCorporation, no labor union salaried key employee has taken any action with respect plans to organizing the employees of the Company or the Subsidiaries, (vii) no employee with an annual salary in excess of $50,000 has informed the Company, any Subsidiary, any Designated Shareholder or any senior executive of the Company or any Subsidiary that such employee will or may terminate his or her employment or engagement with the Company or a Subsidiary and (viii) on the date hereof, the relations between the Company and the Subsidiaries, on one hand, and the Workers Union, on the other hand, are generally good and the Company, TJR and the Designated Shareholders have no reason to believe that consummation of the transactions contemplated hereby, assuming Buyer will comply with the terms of the agreement between Midwest and the Workers Union, will result in a labor strike, slowdown or stoppage. Other than the Workers Union, neither the Company nor any Subsidiary is a party to or bound by any collective bargaining agreement, union Contract or similar agreementWFI Entity.

Labor Relations; Employees. Except as set forth on Schedule 4.15 4.11, no Seller is a party to a collective bargaining agreement governing the terms or conditions of employment for any Employees. Except as set forth in Schedule 4.18(b), to the Disclosure LetterKnowledge of Sellers, there is not now nor has there been since December 31, 1999 any actual or threatened: (i) neither unfair labor practice charge or complaint involving any Employee pending before the Company nor National Labor Relations Board, any Subsidiary is currently delinquent in payments to state labor relations board or any court or tribunal, (ii) grievance or other claim involving any Employee pending before any Governmental Authority, (iii) arbitration proceeding arising out of or under any collective bargaining agreement pending before any Governmental Authority involving any Employee, (iv) union organizing of any of the Employees; (v) labor strike, picketing, work slowdown, lockout or other labor dispute involving or concerning any of the Employees; (vi) allegations or investigations relating to the misclassification of any of the Employees as independent contractors; or (vii) any obligation on the part of any Seller or the System to comply with government contractor affirmative action obligations arising out of any System Contracts. Except with respect to ongoing disputes of a routine nature or involving immaterial amounts, each Seller has paid in full to all of its employees for any Employees providing services to the System all wages, salaries, commissions, bonuses bonuses, benefits and other compensation due and payable to such Employees. Except as set forth in Schedule 4.18(d), currently, and within the past five years, no union has been certified to represent any of the Employees for purposes of collective bargaining, no union claims to represent or other direct compensation is seeking to represent any of the Employees for purposes of collective bargaining and neither a Seller, an Affiliate of a Seller nor the System has recognized or agreed to recognize any union for the purposes of collective bargaining for any services performed by them to date or amounts required to be reimbursed to such employees, (ii) upon termination of the employment Employees. Schedule 4.18(e) includes a complete list of any such employeesall Employees, none along with their respective job titles, dates of hire and rates of pay, along with a list of all independent contractors performing services for the CompanySystem, any Subsidiaryas of June 30, the Surviving Corporation or Buyer will by reason of any action taken or not taken prior to the Closing by the Company or any Subsidiary be liable to any of such employees for severance pay or any other payments, (iii) the Company and the Subsidiaries are in compliance in all material respects with all material Laws respecting labor, employment and employment practices, terms and conditions of employment and wages and hours, (iv) there is no unfair labor practice complaint against the Company or any Subsidiary pending before the National Labor Relations Board or any other Governmental Entity, (v) there is no labor strike, material dispute or grievance, slowdown or stoppage actually pending or, to the Best Knowledge of the Company, threatened against or involving the Company or any Subsidiary, (vi) other than Glass, Molders, Pottery, Plastics and Allied Workers International Union (AFL-CIO, CLC) Local 311 (the "Workers Union"), no labor union currently represents the employees of the Company or the Subsidiaries and, to the Best Knowledge of the Company, no labor union has taken any action with respect to organizing the employees of the Company or the Subsidiaries, (vii) no employee with an annual salary in excess of $50,000 has informed the Company, any Subsidiary, any Designated Shareholder or any senior executive of the Company or any Subsidiary that such employee will or may terminate his or her employment or engagement with the Company or a Subsidiary and (viii) on the date hereof, the relations between the Company and the Subsidiaries, on one hand, and the Workers Union, on the other hand, are generally good and the Company, TJR and the Designated Shareholders have no reason to believe that consummation of the transactions contemplated hereby, assuming Buyer will comply with the terms of the agreement between Midwest and the Workers Union, will result in a labor strike, slowdown or stoppage. Other than the Workers Union, neither the Company nor any Subsidiary is a party to or bound by any collective bargaining agreement, union Contract or similar agreement2003.

Labor Relations; Employees. Except FLS has no employees. To the Knowledge of -------------------------- Seller, except as set forth on in Schedule 4.15 of the Disclosure Letter2.21, other than amounts which have not ------------- yet become payable in accordance with AmeriSteel's customary practices, which will be paid in a timely manner, (ia) neither the Company nor any Subsidiary is currently delinquent AmeriSteel has paid in payments full to any of its full and part-time employees for any all wages, salaries, commissions, bonuses or and other direct compensation for any all services performed by them to date date, and (b) AmeriSteel has paid, or amounts required will pay in a timely manner, all severance pay, if any, and benefits, FICA, withholding taxes and vacation pay, if any, for all of its employees and is not subject to be reimbursed to such employees, (ii) upon termination any claim for non-payment or non-performance of any of the employment foregoing. To the Knowledge of any such employeesSeller, none of the Companyexcept as set forth in Schedule 2.21, any Subsidiary, the Surviving Corporation or Buyer will by reason of any action taken or not taken prior to the Closing by the Company or any Subsidiary be liable to any of such employees for severance pay or any other payments, (iii) the Company and the Subsidiaries are ------------- AmeriSteel is in compliance in all material respects with all material Laws federal, state and local laws and regulations respecting labor, employment and employment practices, terms and conditions of employment and wages and hours. To the Knowledge of Seller, (iv) except as set forth in Schedule 2.21, AmeriSteel has not improperly characterized as an ------------- independent contractor or consultant, any individual who should have been treated as an employee of AmeriSteel for tax withholding or any other purpose. To the Knowledge of Seller, except as set forth in Schedule 2.21, there is no ------------- unfair labor practice complaint against the Company or any Subsidiary AmeriSteel pending before the National Labor Relations Board or any other Governmental Entitycomparable state or local agency. To the Knowledge of Seller, (v) except as set forth in Schedule 2.21, there is no labor strike, material dispute or grievance------------- dispute, slowdown or stoppage actually pending, or to the Knowledge of Seller, threatened, against or involving AmeriSteel. To the Knowledge of Seller, except as set forth on Schedule 2.21 no grievance which might have an adverse ------------- effect on AmeriSteel or the conduct of its business or proceeding alleging discriminatory practices or sexual harassment is pending orand no claim therefor has been asserted. Except as set forth on Schedule 2.21, to the Best Knowledge of ------------- Seller, no collective bargaining representative is certified to represent any group of employees of AmeriSteel under the Company, threatened against or involving the Company Labor-Management Relations Act of 1947; no petition for election of a collective bargaining representative for all or any Subsidiary, (vi) portion of the business of AmeriSteel is pending or in respect of any other than Glass, Molders, Pottery, Plastics and Allied Workers International Union (AFL-CIO, CLC) Local 311 (the "Workers Union"), group of employees; there is no organizational effort or campaign by any labor union currently represents the employees that affects or might affect employment of the Company or the Subsidiaries and, any employee of AmeriSteel; and AmeriSteel is not a party to the Best Knowledge of the Company, no labor union has taken any action collective bargaining agreement with respect to organizing the employees any of the Company or the Subsidiaries, (vii) no employee with an annual salary in excess of $50,000 has informed the Company, any Subsidiary, any Designated Shareholder or any senior executive of the Company or any Subsidiary that such employee will or may terminate his or her employment or engagement with the Company or a Subsidiary and (viii) on the date hereof, the relations between the Company and the Subsidiaries, on one hand, and the Workers Union, on the other hand, are generally good and the Company, TJR and the Designated Shareholders have no reason to believe that consummation of the transactions contemplated hereby, assuming Buyer will comply with the terms of the agreement between Midwest and the Workers Union, will result in a labor strike, slowdown or stoppage. Other than the Workers Union, neither the Company nor any Subsidiary is a party to or bound by any collective bargaining agreement, union Contract or similar agreementits employees.