REGULAR INCREASE OF WAGES OF FOUR PERCENT (4%) AS PER
1 OCTOBER 2007 AND OF INDIVIDUAL INCREASES SET FORTH IN ANNEX 4.11.2-2, IN ANY
WAGES OR OTHER COMPENSATION OF ANY OF THE EMPLOYEES OF THE COMPANY, DYNA GMBH
OR, TO SELLERS' KNOWLEDGE, THE OPERATING SUBSIDIARIES.
THE COMPANY, DYNA GMBH
AND, TO SELLERS' KNOWLEDGE, EACH OPERATING SUBSIDIARY HAVE, IN RELATION TO EACH
OF THEIR RESPECTIVE EMPLOYEES, COMPLIED WITH ALL STATUTES, REGULATIONS, CODES OF
CONDUCT, WORKS AGREEMENT, COLLECTIVE BARGAINING AGREEMENTS, TERMS AND CONDITIONS
OF EMPLOYMENT, ORDERS AND AWARDS RELEVANT TO THEIR CONDITIONS OF SERVICE OR TO
THEIR RELATIONS WITH THE EMPLOYEES OR ANY RECOGNIZED TRADE UNION OR WORKS
COUNCIL.
ANNEX 4.11.2-3 CONTAINS FOR IDENTIFICATION PURPOSES COPIES OF FIVE
AGREEMENTS.
THERE ARE NO OTHER EMPLOYEE BENEFIT PLANS, STOCK PURCHASE PLANS AND
SIMILAR PLANS FOR THE BENEFIT OF THE EMPLOYEES BY WHICH ANY OF THE COMPANY AND
DYNA GMBH ARE BOUND OR THAT HAVE BEEN INTRODUCED IN DRAFT FORM TO THE EMPLOYEES.
4.11.3.
NONE OF THE DYNA GROUP COMPANIES IS PARTY TO ANY
AGREEMENTS WITH UNIONS (GEWERKSCHAFTEN) AND SIMILAR ORGANIZATIONS (INCLUDING,
WITHOUT LIMITATION, WORKS AGREEMENTS AND COLLECTIVE BARGAINING AGREEMENTS) BY
WHICH ANY OF THE COMPANY AND DYNA GMBH, AS OF THE CLOSING DATE, ARE BOUND.
4.11.4.
NONE OF THE MANAGING DIRECTORS OF THE COMPANY, DYNA
GMBH OR, TO SELLERS' KNOWLEDGE, ANY OF THE OPERATING SUBSIDIARIES AND OF THE
EMPLOYEES OF THE COMPANY, DYNA GMBH OR, TO SELLERS' KNOWLEDGE, ANY OF THE
OPERATING SUBSIDIARIES WHOSE ANNUAL BASE SALARY (EXCLUDING, FOR THE AVOIDANCE OF
DOUBT, PERFORMANCE-RELATED PAYMENTS, BONUSES AND ANY BENEFITS), EXCEEDS EUR
60,000 (EURO SIXTY THOUSAND) HAS GIVEN WRITTEN NOTICE OF TERMINATION OF HIS OR
HER EMPLOYMENT.
4.11.5.
EXCEPT FOR ANY PENSION RIGHTS DERIVING FROM THE
PENSION PLANS DISCLOSED IN ANNEX 4.11.5 AND DIRECT PENSION INSURANCES
(DIREKTVERSICHERUNGEN) LISTED IN ANNEX 4.11.5, NO PENSION OR POST RETIREMENT
SCHEME OR ANY OTHER SIMILAR COMMITMENTS OR ARRANGEMENTS HAVE BEEN MADE OR
PROMISED BY THE COMPANY, DYNA GMBH OR, TO SELLERS' KNOWLEDGE, ANY OF THE
OPERATING SUBSIDIARIES TO ANY OF ITS CURRENT OR FORMER EMPLOYEES.
THE RIGHTS OF
THE EMPLOYEES BEING ENTITLED TO PARTICIPATE IN THE DYNAMIT NOBEL PENSION SCHEME
(PENSIONSKASSE DYNAMIT NOBEL VERSICHERUNGSVEREIN AGG) SHALL NOT BE NEGATIVELY
AFFECTED BY THE CONSUMMATION OF THE TRANSACTION UNDER THIS AGREEMENT. ALL
OBLIGATIONS OF THE COMPANY, DYNA GMBH OR, TO SELLERS' KNOWLEDGE, ANY OF THE
OPERATING SUBSIDIARIES THAT ARE DUE AND PAYABLE AS PER THE CLOSING DATE, WHETHER
ARISING BY OPERATION OF LAW, BY AGREEMENT OR PAST CUSTOM, FOR PAYMENTS AND
26
CONTRIBUTIONS WITH RESPECT TO DIRECT OR INDIRECT PENSION AND RETIREMENT BENEFITS
TO EMPLOYEES ENDING PRIOR TO OR ON THE CLOSING DATE HAVE BEEN PAID, OR HAVE BEEN
ACCRUED FOR IN COMPLIANCE WITH THE APPLICABLE GENERALLY ACCEPTED ACCOUNTING
PRINCIPLES.
THE RESERVES MADE IN THE BALANCE SHEETS INCLUDED IN THE FINANCIAL
STATEMENTS FOR PENSION COMMITMENTS (TOGETHER WITH ANY PENSION LIABILITY
INSURANCE (RÜCKDECKUNGSVERSICHERUNG) TAKEN OUT BY THE COMPANY AND DYNA GMBH
RESPECTIVELY) ARE IN ACCORDANCE WITH GERMAN GAAP (HGB).
4.11.6.
NONE OF THE COMPANY, DYNA GMBH OR, TO SELLERS'
KNOWLEDGE, ANY