AND BONUSES, ACCRUED VACATION, AND THE CURRENT STATUS (AS TO LEAVE
OR DISABILITY PAY STATUS, LEAVE ELIGIBILITY STATUS, FULL TIME OR PART TIME,
EXEMPT OR NONEXEMPT, TEMPORARY OR PERMANENT STATUS) OF SUCH EMPLOYEES. OTHER
THAN AS FULLY REFLECTED OR SPECIFICALLY RESERVED AGAINST IN ACCORDANCE WITH GAAP
IN THE ANNUAL FINANCIAL STATEMENTS OR THE LATEST FINANCIAL STATEMENTS, THE
COMPANY HAS NOT PAID OR PROMISED TO PAY ANY BONUSES, COMMISSIONS OR INCENTIVES
TO ANY OF ITS EMPLOYEES, INCLUDING ANY OFFICER OR DIRECTOR, EXCEPT AS SET FORTH
IN SECTION 3.20 OF THE COMPANY DISCLOSURE SCHEDULE. EACH PERSON WHO PROVIDES
SERVICES TO THE COMPANY OR ANY ERISA AFFILIATE IS PROPERLY CLASSIFIED WITH
RESPECT TO EMPLOYMENT STATUS FOR ALL PURPOSES, INCLUDING, WITHOUT LIMITATION,
EMPLOYMENT, LABOR AND TAX PURPOSES. THE COMPANY HAS DELIVERED TO C&T A TRUE AND
COMPLETE COPY OF THE EMPLOYEE HANDBOOK, IF ANY, APPLICABLE TO THE EMPLOYEES OF
THE COMPANY.
(B)
EXCEPT WITH RESPECT TO THOSE COMPANY EMPLOYEES LISTED IN
SECTION 8.01(I)(IX), NO OFFICER OR, TO THE KNOWLEDGE OF THE COMPANY, SIGNIFICANT
EMPLOYEE (WHOSE DEPARTURE WOULD SIGNIFICANTLY DISRUPT THE PROVISION OF SERVICES
BY A DEPARTMENT OR FUNCTION) OF THE COMPANY AND NO GROUP OF THE COMPANY'S
EMPLOYEES HAS ANY PLANS TO TERMINATE HIS, HER OR ITS EMPLOYMENT.
(C)
THE COMPANY HAS COMPLIED IN ALL MATERIAL RESPECTS WITH ALL LAWS
RELATING TO THE EMPLOYMENT OF LABOR, INCLUDING PROVISIONS THEREOF RELATING TO
WAGES, HOURS, EQUAL OPPORTUNITY, WORKERS' COMPENSATION, UNEMPLOYMENT
COMPENSATION, COLLECTIVE BARGAINING AND THE PAYMENT OF SOCIAL SECURITY AND OTHER
TAXES (FOR THESE PURPOSES "MATERIALITY" BEING DEFINED AS VIOLATIONS THAT COULD
REASONABLY RESULT IN A FINE MONETARY PENALTY OR JUDGMENT IN EXCESS OF $10,000).
(D)
THE COMPANY HAS NO LABOR RELATIONS PROBLEMS OR EMPLOYMENT-RELATED
COMPLAINTS OR CHARGES PENDING OR, TO THE KNOWLEDGE OF THE COMPANY, THREATENED OR
REASONABLY EXPECTED TO ARISE AGAINST THE COMPANY WITH THE EQUAL EMPLOYMENT
OPPORTUNITY COMMISSION, THE UNITED STATES DEPARTMENT OF LABOR (THE "DOL"), OR
ANY OTHER COMPARABLE STATE OR LOCAL AGENCY, AND THE COMPANY'S LABOR RELATIONS
ARE SATISFACTORY.
(E)
EXCEPT AS LISTED IN SECTION 3.20 OF THE COMPANY DISCLOSURE
SCHEDULE, THE COMPANY IS NOT A PARTY TO ANY COLLECTIVE BARGAINING AGREEMENT OR
OTHER LABOR UNION CONTRACT APPLICABLE TO PERSONS EMPLOYED BY THE COMPANY. THE
COMPANY AND ITS SUBSIDIARIES ARE IN MATERIAL COMPLIANCE WITH THE TERMS OF ALL
COLLECTIVE BARGAINING AGREEMENTS TO WHICH THEY ARE A PARTY AND ALL APPLICABLE
LAWS TO WHICH THE COMPANY, ITS SUBSIDIARIES AND THE EMPLOYEES OR OTHER PERSONS
PROVIDING SERVICES TO OR ON BEHALF OF THE COMPANY OR ANY OF ITS SUBSIDIARIES, AS
THE CASE MAY BE, IS SUBJECT RELATING TO THE EMPLOYMENT OF LABOR OR ENGAGEMENT OF
OTHER SERVICE PROVIDERS, INCLUDING ALL SUCH APPLICABLE LAWS RELATING TO WAGES,
HOURS, EMPLOYMENT STANDARDS, WARN ACT, COLLECTIVE BARGAINING, IMMIGRATION,
DISCRIMINATION, CIVIL RIGHTS, SAFETY AND HEALTH, AND WORKERS' COMPENSATION.
29
(F)
EXCEPT AS WOULD NOT REASONABLY BE EXPECTED TO HAVE, INDIVIDUALLY
OR IN THE AGGREGATE, A MATERIAL ADVERSE EFFECT ON THE COMPANY, (I) THERE ARE NO
CONTROVERSIES, STRIKES, WORK STOPPAGES, SLOWDOWNS, LOCKOUTS, ARBITRATIONS OR
OTHER LABOR DISPUTES PENDING