APPLICABLE, OF ALL R&D EMPLOYEES TOGETHER WITH A STATEMENT OF THE FULL AMOUNT OF
ALL REMUNERATION PAID BY SELLER TO EACH SUCH PERSON DURING THE 12 MONTH PERIOD
PRECEDING THE DATE HEREOF.
(B)
SCHEDULE 2.19 HERETO CONTAINS A TRUE AND COMPLETE LIST OF ALL
CURRENT R&D EMPLOYEES OF SELLER THAT SELLER ASSERTS ARE NECESSARY TO THE
OPERATION OF THE R&D, TOGETHER WITH THEIR RESPECTIVE JOB TITLES AND CURRENT
ANNUAL COMPENSATION AND BONUSES OR BONUS ELIGIBILITY (IF ANY), AS OF THE DATE
HEREOF. SCHEDULE 2.19 SHALL HAVE BEEN UPDATED AS OF THE CLOSING, IF NECESSARY.
EXCEPT FOR THOSE INDIVIDUALS IDENTIFIED ON SCHEDULE 2.19, THERE ARE NO EMPLOYEES
HIRED BY AND CURRENTLY WORKING FOR SELLER WHO HAS DEVOTED A MATERIAL PART OF
HIS/HER TIME WITH THE SELLER IN THE OPERATION OF THE R&D.
2.20
Labor Relations.
(A)
SCHEDULE 2.20 CONTAINS A LIST OF ALL WRITTEN EMPLOYMENT POLICIES,
PRACTICES, MANUALS, HANDBOOKS, PROCEDURES, AND TERMS AND CONDITIONS OF
EMPLOYMENT OF SELLER, INCLUDING WAGES, PENSION BENEFIT PLAN, AN EMPLOYEE WELFARE
BENEFIT PLAN OR ANY BONUS, INCENTIVE COMPENSATION, PROFIT SHARING, RETIREMENT,
PENSION, GROUP INSURANCE, DEATH BENEFIT, HEALTH, CAFETERIA, FLEXIBLE BENEFIT,
MEDICAL EXPENSE REIMBURSEMENT, DEPENDENT CARE, STOCK OPTION, STOCK PURCHASE,
STOCK APPRECIATION RIGHTS, SAVINGS, DEFERRED COMPENSATION, CONSULTING, SEVERANCE
PAY OR TERMINATION PAY, VACATION PAY, LIFE INSURANCE, WELFARE OR OTHER EMPLOYEE
BENEFIT OR FRINGE BENEFIT PLAN, PROGRAM OR ARRANGEMENT, OR ANY OTHER SIMILAR
THINGS THAT ARE APPLICABLE TO EMPLOYEES OF SELLER. EXCEPT AS LISTED ON
SCHEDULE 2.20, THERE ARE NO EMPLOYMENT POLICIES, PRACTICES, MANUALS, HANDBOOKS,
PROCEDURES OR TERMS OR CONDITIONS OF EMPLOYMENT THAT ARE APPLICABLE TO EMPLOYEES
OF SELLER.
(B)
SCHEDULE 2.20 CONTAINS A LIST OF ALL CURRENT, OR IF EXPIRED AND NOT
RENEWED, THE MOST RECENT, EMPLOYMENT, LABOR OR COLLECTIVE BARGAINING AGREEMENTS
WITH ANY OF THE R&D EMPLOYEES. EXCEPT AS LISTED ON SCHEDULE 2.20, THERE IS NO
EMPLOYMENT, LABOR OR COLLECTIVE BARGAINING AGREEMENT, OR GOVERNMENTAL OR
ADMINISTRATIVE CHARGES, AFFECTING OR CONCERNING THE R&D EMPLOYEES, PENDING OR TO
SELLER'S KNOWLEDGE THREATENED AGAINST SELLER.
(C)
EXCEPT AS SET FORTH ON SCHEDULE 2.20, THERE ARE NO CONSULTING,
CONTRACTING OR INDEPENDENT CONTRACTING AGREEMENTS WITH ANY PERSON RETAINED OR
EMPLOYED IN CONNECTION WITH THE TRANSFERRED ASSETS.
(D)
THE OVERALL RELATIONS OF SELLER WITH ITS EMPLOYEES ARE GOOD. THERE
ARE NO UNFAIR LABOR PRACTICE COMPLAINTS AGAINST SELLER PENDING OR, TO SELLER'S
BEST KNOWLEDGE, THREATENED, THERE IS NO LABOR STRIKE, DISPUTE, SLOW DOWN OR
STOPPAGE ACTUALLY PENDING OR, TO SELLER'S BEST KNOWLEDGE, THREATENED AGAINST
21
OR INVOLVING SELLER. NO EMPLOYEE GRIEVANCE WHICH MIGHT TO SELLER'S KNOWLEDGE
HAVE AN ADVERSE EFFECT ON SELLER IS PENDING. NO PRIVATE AGREEMENT RESTRICTS
SELLER FROM RELOCATING, CLOSING OR TERMINATING ANY OF ITS OPERATIONS OR
FACILITIES. EXCEPT AS DISCLOSED IN SCHEDULE 2.20, SELLER HAS NOT IN THE PAST
TWELVE (12) MONTHS EXPERIENCED ANY WORK STOPPAGE OR SLOW DOWN OR, TO THE BEST OF
SELLER'S KNOWLEDGE COMMITTED ANY UNFAIR LABOR PRACTICE.
(E)
AS OF CLOSING, ALL ACTUAL OR TO SELLER'S KNOWLEDGE, POTENTIAL
LIABILITIES OF SELLER IN RESPECT OF THE R&D EMPLOYEES HAVE BEEN FULLY SATISFIED
AND DISCHARGED, INCLUDING ANY ACCRUED