EMPLOYMENT, CONSULTING, SEVERANCE PAY, CONTINUATION PAY,
TERMINATION OR INDEMNIFICATION AGREEMENTS OR OTHER SIMILAR AGREEMENTS OF ANY
NATURE (WHETHER IN WRITING OR ORAL) EXIST BETWEEN LITMUS OR ITS SUBSIDIARIES AND
ANY CURRENT OR FORMER SHAREHOLDER, OFFICER, DIRECTOR, MANAGER, MEMBER, EMPLOYEE
OR CONSULTANT, EXCEPT SUCH INDEMNIFICATIONS AS MAY BE PROVIDED IN THE BY-LAWS OR
OTHER CHARTER DOCUMENTS OF LITMUS OR ITS SUBSIDIARIES AND AS MAY BE IDENTIFIED
IN THE EMPLOYEE SALARIES LETTER.
(C)
LITMUS AND ITS SUBSIDIARIES ARE NOT A PARTY TO ANY COLLECTIVE
BARGAINING AGREEMENT OR OTHER LABOR UNION CONTRACT APPLICABLE TO PERSONS
EMPLOYED BY LITMUS OR ITS SUBSIDIARIES AND, TO THE KNOWLEDGE OF LITMUS AND THE
SHAREHOLDERS,
(1)
THERE ARE NO CONTROVERSIES, STRIKES, SLOWDOWNS OR WORK STOPPAGES
PENDING OR THREATENED BY ANY EMPLOYEE AGAINST LITMUS OR ITS SUBSIDIARIES;
(2)
THERE ARE NO UNFAIR LABOR PRACTICE COMPLAINTS PENDING AGAINST
LITMUS BEFORE THE NATIONAL LABOR RELATIONS BOARD OR ANY OTHER GOVERNMENTAL
AUTHORITY INVOLVING ANY CURRENT OR FORMER EMPLOYEE OF LITMUS OR ITS
SUBSIDIARIES;
(3)
LITMUS AND ITS SUBSIDIARIES HAVE COMPLIED WITH ALL APPLICABLE LAWS
RELATING TO THE EMPLOYMENT OF LABOR, INCLUDING THOSE RELATED TO WAGES, HOURS,
COLLECTIVE BARGAINING AND THE PAYMENT AND WITHHOLDING OF TAXES AND OTHER SUMS AS
REQUIRED BY ANY GOVERNMENTAL AUTHORITY AND HAVE WITHHELD AND PAID TO ANY
APPROPRIATE GOVERNMENTAL AUTHORITY, OR ARE HOLDING FOR PAYMENT NOT YET DUE TO
SUCH GOVERNMENTAL AUTHORITY, ALL AMOUNTS REQUIRED TO BE WITHHELD FROM EMPLOYEES
OF LITMUS OR ITS SUBSIDIARIES AND ARE NOT LIABLE FOR ANY ARREARS OF WAGES,
TAXES, PENALTIES OR OTHER SUMS FOR FAILURE TO COMPLY WITH ANY OF THE FOREGOING;
(4)
LITMUS AND ITS SUBSIDIARIES HAVE PAID IN FULL TO ALL THEIR
RESPECTIVE EMPLOYEES, OR ADEQUATELY ACCRUED FOR IN ACCORDANCE WITH GAAP, ALL
WAGES, SALARIES, COMMISSIONS, BONUSES, BENEFITS AND OTHER COMPENSATION DUE TO OR
ON BEHALF OF ITS EMPLOYEES; PROVIDED HOWEVER, THAT THE EMPLOYEES OF LITMUS AND
ITS SUBSIDIARIES HAVE UNTIL THE END OF A CALENDAR YEAR TO USE ACCRUED VACATION;
(5)
THERE IS NO CLAIM WITH RESPECT TO PAYMENT OF WAGES, SALARY OR
OVERTIME PAY THAT HAS BEEN ASSERTED OR IS NOW PENDING OR THREATENED AGAINST
LITMUS OR ITS SUBSIDIARIES BEFORE ANY GOVERNMENTAL AUTHORITY WITH RESPECT TO ANY
PERSONS CURRENTLY OR FORMERLY EMPLOYED BY LITMUS OR ITS SUBSIDIARIES;
(6)
THERE IS NO CHARGE OR PROCEEDINGS WITH RESPECT TO A VIOLATION OF
ANY OCCUPATIONAL SAFETY OR HEALTH STANDARDS THAT HAS BEEN ASSERTED OR IS NOW
PENDING OR THREATENED WITH RESPECT TO LITMUS OR ITS SUBSIDIARIES; AND
(7)
THERE IS NO CHARGE OF DISCRIMINATION IN EMPLOYMENT OR EMPLOYMENT
PRACTICES, FOR ANY REASON, INCLUDING, WITHOUT LIMITATION, AGE, GENDER, RACE,
RELIGION OR OTHER LEGALLY PROTECTED CATEGORY, WHICH HAS BEEN ASSERTED AND NOT
SETTLED OR IS NOW PENDING OR THREATENED AGAINST LITMUS OR ITS SUBSIDIARIES
BEFORE THE UNITED STATES EQUAL EMPLOYMENT OPPORTUNITY COMMISSION, OR ANY OTHER
GOVERNMENTAL AUTHORITY IN ANY JURISDICTION IN WHICH LITMUS OR ITS SUBSIDIARIES
HAVE EMPLOYED OR CURRENTLY EMPLOYS ANY PERSON.
22
4.17
EMPLOYEES AND RELATED AGREEMENTS; ERISA.
(A)
SCHEDULE 4.17(A) CONTAINS A TRUE AND COMPLETE LIST OF EACH
EMPLOYEE