CURRENTLY APPLICABLE LAWS AND REGULATIONS RESPECTING EMPLOYMENT,
DISCRIMINATION IN EMPLOYMENT, TERMS AND CONDITIONS OF EMPLOYMENT, WAGES, HOURS
AND OCCUPATIONAL SAFETY AND HEALTH AND EMPLOYMENT PRACTICES, AND IS NOT ENGAGED
IN ANY MATERIAL RESPECT IN ANY UNFAIR LABOR PRACTICE EXCEPT WHERE NON-COMPLIANCE
WITH ANY OF THE FOREGOING BY THE COMPANY WILL NOT CONSTITUTE A MATERIAL ADVERSE
EFFECT.
EXCEPT AS SET FORTH ON SCHEDULE 2.19(A), TO SHAREHOLDER'S KNOWLEDGE,
THE COMPANY IS NOT LIABLE FOR ANY PAYMENT TO ANY TRUST OR OTHER FUND OR TO ANY
GOVERNMENTAL OR ADMINISTRATIVE AUTHORITY, WITH RESPECT TO EMPLOYMENT INSURANCE,
SOCIAL SECURITY, WORKERS COMPENSATION, HEALTH OR OTHER BENEFITS OR OBLIGATIONS
FOR EMPLOYEES (OTHER THAN ROUTINE PAYMENTS TO BE MADE IN THE NORMAL COURSE OF
BUSINESS AND CONSISTENT WITH PAST PRACTICE).
THERE ARE NO PENDING CLAIMS
AGAINST THE COMPANY UNDER ANY WORKERS COMPENSATION PLAN OR POLICY OR FOR LONG
TERM DISABILITY WHICH CONSTITUTES A MATERIAL ADVERSE EFFECT.
THERE ARE NO
CONTROVERSIES PENDING OR, TO THE KNOWLEDGE OF THE SHAREHOLDER, THREATENED,
BETWEEN THE COMPANY AND ANY OF ITS EMPLOYEES, WHICH CONTROVERSIES HAVE OR COULD
REASONABLY BE EXPECTED TO RESULT IN AN ACTION, SUIT, PROCEEDING, CLAIM,
ARBITRATION OR INVESTIGATION BEFORE ANY AGENCY, COURT OR TRIBUNAL, FOREIGN OR
DOMESTIC, WHICH, IN ANY OF THE FOREGOING CASES, CONSTITUTES A MATERIAL ADVERSE
EFFECT.
THE COMPANY IS NOT A PARTY TO ANY COLLECTIVE BARGAINING AGREEMENT OR
OTHER LABOR UNION CONTRACT NOR DOES THE COMPANY KNOW OF ANY ACTIVITIES OR
PROCEEDINGS OF ANY LABOR UNION TO ORGANIZE ANY SUCH EMPLOYEES.
TO SHAREHOLDER'S
KNOWLEDGE, NO EMPLOYEES OF THE COMPANY ARE IN VIOLATION OF ANY TERM OF ANY
EMPLOYMENT CONTRACT, PATENT DISCLOSURE AGREEMENT, NON-COMPETITION AGREEMENT, OR
ANY RESTRICTIVE COVENANT TO A FORMER EMPLOYER RELATING TO THE RIGHT OF ANY SUCH
EMPLOYEE TO BE EMPLOYED BY THE COMPANY BECAUSE OF THE NATURE OF THE BUSINESS
CONDUCTED OR PROPOSED TO BE CONDUCTED BY THE COMPANY OR TO THE USE OF TRADE
SECRETS OR PROPRIETARY INFORMATION OF OTHERS.
NO EMPLOYEES OF THE COMPANY HAVE
GIVEN NOTICE TO THE COMPANY, NOR IS THE COMPANY OTHERWISE AWARE, THAT ANY SUCH
EMPLOYEE INTENDS TO TERMINATE HIS OR HER EMPLOYMENT WITH THE COMPANY.
(B)
EXCEPT AS SET FORTH IN SCHEDULE 2.19(B), ALL
EMPLOYEES OF THE COMPANY ARE TERMINABLE BY THE COMPANY UPON REASONABLE NOTICE IN
ACCORDANCE WITH APPLICABLE LAW.
SCHEDULE 2.19(B) SETS FORTH, INDIVIDUALLY AND
BY CATEGORY, THE NAME OF EACH OFFICER, EMPLOYEE AND CONSULTANT, TOGETHER WITH
SUCH PERSON'S POSITION OR FUNCTION, ANNUAL BASE SALARY OR WAGE AND ANY
INCENTIVE, SEVERANCE OR BONUS ARRANGEMENTS WITH RESPECT TO SUCH PERSON.
THE
COMPLETION OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT WILL NOT RESULT IN
ANY PAYMENT OR INCREASED
19
PAYMENT BECOMING DUE FROM THE COMPANY TO ANY OFFICER, DIRECTOR, OR EMPLOYEE OF,
OR CONSULTANT TO, THE COMPANY OTHER THAN AS SET FORTH IN ARTICLE 1 HEREOF.
TO
SHAREHOLDER'S KNOWLEDGE, THE COMPANY IS NOT A PARTY TO ANY AGREEMENT FOR THE
PROVISION OF LABOR FROM ANY OUTSIDE AGENCY THAT WOULD RESULT IN TREATMENT OF
SUCH PROVIDERS OF LABOR AS AN EMPLOYEE OF THE COMPANY.
TO SHAREHOLDER'S
KNOWLEDGE,