ACCELERATION OR ENHANCEMENT OF ANY SALARY OR BENEFIT AS A RESULT OF THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.
THE IDENTITIES OF THE EMPLOYEES TO
WHOM THE PAYMENTS REFERENCED IN SCHEDULE 4.10(C) OF THE DISCLOSURE SCHEDULES
WILL BE DUE HAVE BEEN PROVIDED TO THE BUYERS.
(D)
EACH EMPLOYEE PLAN (I) HAS BEEN, AND
IS OPERATED AND ADMINISTERED IN ALL MATERIAL RESPECTS IN ACCORDANCE WITH ITS
TERMS AND IN COMPLIANCE WITH APPLICABLE LAWS, (II) IF INTENDED TO QUALIFY FOR
SPECIAL TAX TREATMENT, QUALIFIES FOR SUCH TREATMENT, AND (III) IF INTENDED TO BE
BOOK-RESERVED, IS FULLY BOOK-RESERVED, BASED UPON REASONABLE ACTUARIAL
ASSUMPTIONS.
THERE ARE NO CLAIMS PENDING BY ANY EMPLOYEE OR LEGAL BENEFICIARY
COVERED UNDER ANY EMPLOYEE PLAN.
***Certain confidential portions of this exhibit were omitted by means of
redacting a portion of the text. Copies of the exhibit containing the redacted
portions have been filed separately with the Securities and Exchange Commission
subject to a request for confidential treatment pursuant to Rule 24b-2 under the
Securities Exchange Act.
28
SECTION 4.11
EMPLOYMENT MATTERS; LABOR RELATIONS (A)
THE COMPANY
HAS PROVIDED TO THE BUYERS A TRUE AND COMPLETE LIST OF THE NAME OF EACH OFFICER
AND EMPLOYEE OF THE COMPANY AND ITS SUBSIDIARIES, TOGETHER WITH EACH SUCH
PERSON'S POSITION OR FUNCTION, DATE OF HIRE, ANNUAL BASE SALARY OR WAGES AND ANY
INCENTIVE OR BONUS ARRANGEMENT WITH RESPECT TO SUCH PERSON IN EFFECT ON SUCH
DATE, AND DESCRIPTION OF BENEFITS PAYABLE TO EACH EMPLOYEE.
TO THE KNOWLEDGE OF
THE COMPANY, IT HAS NOT RECEIVED ANY INFORMATION THAT WOULD LEAD IT TO BELIEVE
THAT ANY EXECUTIVE OFFICER OF THE COMPANY OR ANY OF ITS SUBSIDIARIES OR ANY
EMPLOYEE LISTED ON SCHEDULE 4.11(A) INTENDS TO CEASE TO BE AN EMPLOYEE OF THE
COMPANY OR ANY OF ITS SUBSIDIARIES, AS APPLICABLE, BECAUSE OF THE CONSUMMATION
OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.
(B)
EXCEPT AS SET FORTH IN
SCHEDULE 4.11(B) OF THE DISCLOSURE SCHEDULES, THERE IS NOT IN EXISTENCE, NOR HAS
THERE BEEN WITHIN THE 12 MONTHS PRIOR TO THE DATE HEREOF, ANY PENDING OR, TO THE
KNOWLEDGE OF THE COMPANY, THREATENED (I) ANY STRIKE, SLOWDOWN, STOPPAGE,
PICKETING, INTERRUPTION OF WORK, LOCKOUT OR ANY OTHER DISPUTE OR CONTROVERSY
WITH OR INVOLVING A LABOR ORGANIZATION OR WITH RESPECT TO UNIONIZATION OR
COLLECTIVE BARGAINING, (II) ANY LABOR-RELATED ORGANIZATIONAL EFFORT, ELECTION
ACTIVITIES, OR REQUEST OR DEMAND FOR NEGOTIATIONS, RECOGNITION OR
REPRESENTATION, (III) ANY ARBITRATION, ADMINISTRATIVE HEARING, FORMAL CLAIM OF
UNFAIR LABOR PRACTICE, OTHER UNION- OR LABOR-RELATED ACTION OR OTHER FORMAL
CLAIM, WORKERS' COMPENSATION FORMAL CLAIM, FORMAL CLAIM OR INVESTIGATION OF
WRONGFUL DISCHARGE, FORMAL CLAIM OR INVESTIGATION OF EMPLOYMENT DISCRIMINATION
OR RETALIATION, OR CLAIM OR INVESTIGATION OF SEXUAL HARASSMENT, AGAINST THE
COMPANY OR ANY OF ITS SUBSIDIARIES OR (IV) ANY ACTION FILED BY A UNION
REQUESTING MANAGEMENT AND ADMINISTRATION OF A COLLECTIVE BARGAINING AGREEMENT.
(C)
EXCEPT AS SET FORTH IN
SCHEDULE 4.11(C) OF THE DISCLOSURE SCHEDULES, AS OF THE DATE OF THIS AGREEMENT
AND FOR THE 12 MONTHS PRECEDING SUCH DATE, NONE OF THE COMPANY OR ANY OF ITS