THE SERVICES THEY PERFORM, THEIR RATE OF COMPENSATION AND ANY
BONUS ENTITLEMENT.
(C)
EXCEPT AS SET FORTH IN SCHEDULE 2.14(C), (I) NO EMPLOYEES OF THE
COMPANY ARE COVERED BY A COLLECTIVE BARGAINING AGREEMENT; (II) NO EMPLOYEES OF
THE COMPANY ARE, OR WITHIN THE LAST THREE YEARS HAVE BEEN, REPRESENTED BY A
UNION OR OTHER LABOR ORGANIZATION, ASSOCIATION OR BARGAINING AGENT; AND (III) TO
THE KNOWLEDGE OF THE COMPANY, NO EMPLOYEE ORGANIZING EFFORTS ARE NOW BEING
CONDUCTED OR PENDING WITH RESPECT TO EMPLOYEES OF THE COMPANY.
EXCEPT AS SET
FORTH IN SECTION 2.14(C), WITHIN THE LAST THREE YEARS, THERE HAS BEEN NO STRIKE,
WORK STOPPAGE, WORK SLOWDOWN OR OTHER MATERIAL LABOR DISPUTE WITH RESPECT TO
EMPLOYEES OF THE COMPANY, NOR, TO THE KNOWLEDGE OF THE COMPANY, IS ANY SUCH
ACTION THREATENED.
THE COMPANY IS NOT INVOLVED IN NOR, TO THE KNOWLEDGE OF THE
COMPANY, THREATENED WITH, ANY LABOR DISPUTE, ARBITRATION, LAWSUIT OR
ADMINISTRATIVE PROCEEDING RELATING TO LABOR MATTERS INVOLVING THE EMPLOYEES OF
THE COMPANY.
(D)
THE COMPANY HAS PAID OR MADE PROVISION FOR THE PAYMENT OF ALL
SALARIES AND ACCRUED WAGES AND HAS COMPLIED IN ALL MATERIAL RESPECTS WITH ALL
APPLICABLE LAWS RELATING TO THE EMPLOYMENT OF LABOR, INCLUDING THOSE RELATING TO
WAGES, HOURS, COLLECTIVE BARGAINING AND THE PAYMENT AND WITHHOLDING OF TAXES,
AND HAVE WITHHELD AND PAID TO THE APPROPRIATE GOVERNMENT AUTHORITY, OR ARE
HOLDING FOR PAYMENT NOT YET DUE TO SUCH GOVERNMENT AUTHORITY, ALL AMOUNTS
REQUIRED BY LAW OR AGREEMENT TO BE WITHHELD FROM THE WAGES OR SALARIES OF THE
EMPLOYEES OF THE COMPANY.
(E)
EXCEPT AS SET FORTH IN SCHEDULE 2.14(E), THERE ARE NO CLAIMS OR
DISPUTES PENDING OR, TO THE KNOWLEDGE OF THE COMPANY, THREATENED BY ANY CURRENT
OR FORMER EMPLOYEE OF THE COMPANY IN RELATION TO HIS OR HER EMPLOYMENT WITH, OR
TERMINATION OF EMPLOYMENT FROM, THE COMPANY.
2.15
EMPLOYEE BENEFIT PLANS.
(A)
SCHEDULE 2.15(A) LISTS (I) ALL "EMPLOYEE BENEFIT PLANS" WITHIN THE
MEANING OF SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974,
AS AMENDED ("ERISA"), (II) ALL OTHER EMPLOYEE BENEFIT PLANS, ARRANGEMENTS AND
POLICIES, INCLUDING ALL STOCK OPTION, STOCK PURCHASE, STOCK AWARD, STOCK
APPRECIATION, PHANTOM STOCK, DEFERRED COMPENSATION, PENSION, RETIREMENT,
SAVINGS, PROFIT SHARING, INCENTIVE, BONUS, HEALTH, LIFE INSURANCE, CAFETERIA,
FLEXIBLE SPENDING, DEPENDENT CARE, FRINGE BENEFIT, VACATION PAY, HOLIDAY PAY,
DISABILITY, SICK PAY, UNEMPLOYMENT, SEVERANCE, EMPLOYEE LOAN, EDUCATIONAL
ASSISTANCE OR OTHER SIMILAR PLANS, ARRANGEMENTS AND POLICIES, AND (III) ALL
EMPLOYMENT, CONSULTING, RETENTION, SEVERANCE OR CHANGE-IN-CONTROL AGREEMENTS, IN
EACH CASE, THAT IS SPONSORED OR MAINTAINED BY THE COMPANY OR TO WHICH THE
COMPANY IS A PARTY, CONTRIBUTES OR IS REQUIRED TO CONTRIBUTE, ON BEHALF OF
CURRENT OR FORMER EMPLOYEES, CONSULTANTS OR DIRECTORS OF THE COMPANY OR THEIR
RESPECTIVE BENEFICIARIES OR DEPENDENTS, WHETHER OR NOT WRITTEN ("BENEFIT
PLANS").
THE COMPANY HAS NOT COMMUNICATED TO PRESENT OR FORMER EMPLOYEES OF THE
COMPANY OR FORMALLY ADOPTED OR AUTHORIZED ANY ADDITIONAL
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BENEFIT PLAN OR ANY CHANGE IN OR TERMINATION OF ANY EXISTING BENEFIT PLAN.
EXCEPT FOR RIGHTS UNDER COBRA, NO BENEFIT PLAN COVERS EMPLOYEES OTHER THAN