M&A Boot Camp booklet 2023 - Flipbook - Page 118
2.15 Employee and Labor Matters; Benefit Plans.
(a) Employee List. Part 2.15(a) of the Disclosure Schedule contains a list of all current Company Employees as of the date of this
Agreement, and correctly reflects: (i) their dates of employment; (ii) their positions; (iii) their salaries; (iv) any other compensation payable to
them (including housing allowances, compensation payable pursuant to bonus, deferred compensation or commission arrangements or other
compensation); (v) each Company Employee Plan in which they participate or are eligible to participate; and (vi) any promises made to them
with respect to changes or additions to their compensation or benefits. The Company is not, and the Company has never been, bound by or
a party to, and the Company does not have a duty to bargain for, any collective bargaining agreement or other Contract with a labor
organization representing any Company Employees and there are no labor organizations representing, purporting to represent or, to the
Knowledge of the Company, seeking to represent any current Company Employees. The Company is not engaged, and the Company has
never been engaged, in any unfair labor practice of any nature. The Company has not had any strike, slowdown, work stoppage, lockout, job
action or threat thereof, or question concerning representation, by or with respect to any of the Company Employees. No event has
occurred, and no condition or circumstance exists, that might directly or indirectly give rise to or provide a basis for the commencement of
any such strike, slowdown, work stoppage, lockout, job action, labor dispute or union organizing activity or any similar activity or dispute.
(b) Leave of Absence. There is no current Company Employee who is not fully available to perform work because of disability or other
leave.
(c) At Will Employment. Except as set forth in Part 2.15(c) of the Disclosure Schedule, the employment of each of the current Company
Employees is terminable by the Company at will. The Company has delivered to Parent accurate and complete copies of all employee manuals
and handbooks, disclosure materials, policy statements and other materials relating to the employment of the Company Employees.
(d) Employee Departures/Restrictions. To the Knowledge of the Company, no employee of the Company at the level of senior manager
or above: (i) intends to terminate his employment with the Company; (ii) has received an offer to join a business that may be competitive with
the Company’s business; or (iii) is a party to or is bound by any confidentiality agreement, noncompetition agreement or other Contract
(with any Person) that may have an adverse effect on: (A) the performance by such employee of any of his duties or responsibilities as an
employee of the Company; or (B) the Company’s business or operations. Except as set forth in Part 2.15(d) of the Disclosure Schedule, every
employee whose employment with the Company has ever been terminated by the Company has signed a valid and enforceable release
agreement.
(e) Employee Plans and Agreements. Part 2.15(e) of the Disclosure Schedule contains an accurate and complete list of each Company
Employee Plan and each Company Employee Agreement. The Company does not intend (and the Company has not committed) to establish
or enter into any new Company Employee Plan or Company Employee Agreement, or to modify any Company Employee Plan or Company
Employee Agreement (except to conform any such Company Employee Plan or Company Employee Agreement to the requirements of any
applicable Legal Requirements, in each case as previously disclosed to Parent in writing or as required by this Agreement).
28.