EMPLOYEE COMPENSATION MATTERS, AND HAS CORRECTLY CLASSIFIED
EMPLOYEES AS EXEMPT EMPLOYEES AND NON EXEMPT EMPLOYEES UNDER THE FAIR LABOR
STANDARDS ACT AND APPLICABLE STATE LAWS. A LIST OF ALL EMPLOYEES, OFFICERS AND
CONSULTANTS OF GISH AND THEIR CURRENT TITLE AND/OR JOB DESCRIPTION, CURRENT
COMPENSATION RATES, BONUSES PAID DURING THE LAST FISCAL YEAR, AND ACCRUED
VACATION AND SICK LEAVE FOR ALL EMPLOYEES IS SET FORTH IN PART 3.12 OF THE
DISCLOSURE SCHEDULE AS OF MARCH 31, 2007.
EXCEPT AS SET FORTH IN PART 3.12 OF
THE DISCLOSURE SCHEDULE, GISH DOES NOT HAVE ANY EMPLOYMENT CONTRACTS OR
CONSULTING AGREEMENTS CURRENTLY IN EFFECT THAT ARE NOT TERMINABLE AT WILL (OTHER
THAN AGREEMENTS WITH THE SOLE PURPOSE OF PROVIDING FOR THE CONFIDENTIALITY OF
PROPRIETARY INFORMATION OR ASSIGNMENT OF INVENTIONS).
(B)
GISH (I) IS NOT A PARTY TO OR BOUND BY ANY COLLECTIVE BARGAINING
AGREEMENT, (II) IS NOT SUBJECT TO ANY OTHER CONTRACT, WRITTEN OR ORAL, WITH ANY
TRADE OR LABOR UNION, EMPLOYEES' ASSOCIATION OR SIMILAR ORGANIZATION, AND (III)
HAS NO CURRENT LABOR DISPUTES.
NEITHER SELLER NOR GISH HAS KNOWLEDGE (I) OF ANY
FACTS INDICATING THAT THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED BY THIS
AGREEMENT WILL HAVE A MATERIAL ADVERSE EFFECT ON THE EMPLOYMENT RELATIONS OF
GISH, OR (II) THAT ANY OF GISH'S EMPLOYEES INTENDS TO LEAVE GISH'S EMPLOY.
ALL
OF GISH'S EMPLOYEES ARE LEGALLY PERMITTED TO BE EMPLOYED BY GISH IN THE UNITED
STATES IN THEIR CURRENT JOB CAPACITIES UNDER APPLICABLE LAWS.
(C)
PART 3.12 OF THE DISCLOSURE SCHEDULE LISTS (I) ALL "EMPLOYEE
BENEFIT PLANS" WITHIN THE MEANING OF SECTION 3(3) OF ERISA, AND (II) ALL OTHER
MATERIAL EMPLOYEE BENEFIT, BONUS OR OTHER INCENTIVE COMPENSATION, STOCK OPTION,
STOCK PURCHASE, STOCK APPRECIATION, SEVERANCE PAY, LAY-OFF OR REDUCTION IN
FORCE, CHANGE IN CONTROL, SICK PAY, VACATION PAY, SALARY CONTINUATION, RETAINER,
LEAVE OF ABSENCE, EDUCATIONAL ASSISTANCE, SERVICE AWARD, EMPLOYEE DISCOUNT,
FRINGE BENEFIT PLANS, ARRANGEMENTS, POLICIES OR PRACTICES, TO WHICH GISH
CONTRIBUTES TO OR HAS ANY OBLIGATION TO OR LIABILITY FOR (COLLECTIVELY, THE
"EMPLOYEE PLANS").
SELLER HAS MADE AVAILABLE TO
24
BUYER TRUE AND COMPLETE COPIES OF EACH EMPLOYEE PLAN.
EACH EMPLOYEE PLAN
PROVIDES THAT IT MAY BE AMENDED OR TERMINATED AT ANY TIME AND, EXCEPT FOR
BENEFITS PROTECTED UNDER SECTION 411(D) OF THE CODE OR SECTION 204(G) OF ERISA
OR BENEFITS TO WHICH A PLAN PARTICIPANT OR BENEFICIARY HAS ACCRUED A VESTED
RIGHT, ALL BENEFITS PAYABLE TO CURRENT OR TERMINATED EMPLOYEES OR ANY
BENEFICIARY MAY BE AMENDED OR TERMINATED BY GISH AT ANY TIME WITHOUT LIABILITY.
SINCE APRIL 7, 2003, NONE OF THE EMPLOYEE PLANS IS (AND TO THE KNOWLEDGE OF
SELLER PRIOR TO SUCH DATE NONE OF THE EMPLOYEE PLANS WAS) SUBJECT TO SECTION 302
OR TITLE IV OF ERISA OR SECTION 412 OF THE CODE (A "DEFINED BENEFIT PLAN") OR IS
(OR WAS) A "MULTIEMPLOYER PLAN" WITHIN THE MEANING OF SECTION 3(37) OF ERISA (A
"MULTIEMPLOYER PLAN") AND SINCE APRIL 7, 2003, GISH HAS NOT (AND TO THE
KNOWLEDGE OF SELLER, PRIOR TO SUCH DATE GISH NEVER) (I) SPONSORED, MAINTAINED OR
CONTRIBUTED TO, OR