TRUSTS UNDER THE
EMPLOYEE BENEFIT PLANS, OR THE SPONSOR OR THE ADMINISTRATOR OF THE EMPLOYEE
BENEFIT PLANS, OR, TO THE STOCKHOLDER'S KNOWLEDGE, AGAINST ANY FIDUCIARY OF THE
EMPLOYEE BENEFIT PLANS WITH RESPECT TO THE OPERATION OF THE EMPLOYEE BENEFIT
PLANS (OTHER THAN ROUTINE BENEFIT CLAIMS AND APPEALS).
(H)
EXCEPT AS SET FORTH ON SCHEDULE 5.18(H), NO EMPLOYEE BENEFIT PLAN
PROVIDES HEALTH OR LIFE INSURANCE BENEFITS, AND THE STOCKHOLDER HAS NO
OBLIGATION TO PROVIDE ANY SUCH BENEFITS, EXCEPT FOR BENEFIT CONTINUATION
COVERAGE TO THE EXTENT REQUIRED UNDER PART 6 OF SUBTITLE B OF TITLE I OF ERISA,
FOLLOWING RETIREMENT OR OTHER TERMINATION OF EMPLOYMENT.
5.19
EMPLOYEE RELATIONS.
(A)
EXCEPT AS SET FORTH ON SCHEDULE 5.19(A), THE EMPLOYEES OF THE
COMPANY ARE NOT COVERED BY ANY COLLECTIVE BARGAINING AGREEMENT.
SCHEDULE
5.19(A) SETS FORTH A COMPLETE AND ACCURATE LIST AS OF NOVEMBER 1, 2006, OF (I)
THE GENERAL TITLE AND CURRENT COMPENSATION LEVELS OF ALL SALARIED EMPLOYEES OF
THE COMPANY AND (II) ANY EMPLOYMENT AGREEMENT (NOT TERMINABLE AT WILL),
SEVERANCE, BONUS OR SIMILAR AGREEMENT NOT SET FORTH IN SCHEDULE 5.15, TO WHICH
THE COMPANY AND ANY EMPLOYEE IS A PARTY.
TRUE AND COMPLETE COPIES OF SUCH
AGREEMENTS HAVE BEEN FURNISHED TO PARENT.
EXCEPT WITH RESPECT TO EMPLOYEES WITH
34
EMPLOYMENT AGREEMENTS OR ANY SEVERANCE AGREEMENT SET FORTH ON SCHEDULES 5.15 OR
5.19(A) OR EMPLOYEES COVERED BY THE LABOR AGREEMENT, THE EMPLOYMENT OF EACH
EMPLOYEE OF THE COMPANY IS TERMINABLE AT WILL.
TO THE STOCKHOLDER'S KNOWLEDGE,
NO EXECUTIVE, KEY EMPLOYEE OF THE COMPANY OR SIGNIFICANT GROUP OF EMPLOYEES OF
THE COMPANY HAS ANNOUNCED AN INTENTION TO TERMINATE EMPLOYMENT WITH THE COMPANY
IN CONNECTION WITH THE MERGER AND THE TRANSACTIONS CONTEMPLATED IN THIS
AGREEMENT, AND NO EXECUTIVE OR KEY EMPLOYEE OF THE COMPANY HAS DELIVERED WRITTEN
NOTICE OF HIS OR HER INTENTION TO TERMINATE EMPLOYMENT WITH THE COMPANY
OTHERWISE.
THE COMPANY IS IN COMPLIANCE IN ALL MATERIAL RESPECTS WITH ALL
APPLICABLE LAWS RESPECTING EMPLOYMENT AND EMPLOYMENT PRACTICES, TERMS AND
CONDITIONS OF EMPLOYMENT AND WAGES AND HOURS PERTAINING TO THE EMPLOYEES OF THE
COMPANY, AND THE COMPANY IS NOT ENGAGED IN ANY UNFAIR LABOR PRACTICE WITHIN THE
MEANING OF SECTION 8 OF THE NATIONAL LABOR RELATIONS ACT.
EXCEPT AS SET FORTH
ON SCHEDULE 5.19(A), THERE IS, AND HAS BEEN SINCE JANUARY 1, 2004, NO UNFAIR
LABOR PRACTICE, CHARGE OR COMPLAINT OR ANY OTHER MATTER AGAINST OR INVOLVING THE
COMPANY PENDING OR, TO THE STOCKHOLDER'S KNOWLEDGE, THREATENED BEFORE THE
NATIONAL LABOR RELATIONS BOARD OR ANY COURT OR OTHER GOVERNMENTAL AGENCY.
THERE
IS NO LABOR STRIKE, DISPUTE, SLOWDOWN OR STOPPAGE PENDING OR, TO THE
STOCKHOLDER'S KNOWLEDGE, THREATENED AGAINST THE COMPANY OR ANY SUBSIDIARY OF THE
COMPANY.
TO THE STOCKHOLDER'S KNOWLEDGE, NO CERTIFICATION QUESTION OR
ORGANIZATIONAL DRIVE EXISTS OR HAS EXISTED WITHIN THE PAST TWO (2) YEARS WITH
RESPECT TO THE UNIONIZING OF THE EMPLOYEES OF THE COMPANY.
EXCEPT AS SET FORTH
IN SCHEDULE 5.19(A), THERE ARE NO CHARGES, INVESTIGATIONS, ADMINISTRATIVE
PROCEEDINGS OR FORMAL COMPLAINTS OF EMPLOYMENT DISCRIMINATION (INCLUDING
DISCRIMINATION BASED UPON SEX, AGE, MARITAL STATUS, RACE, NATIONAL