Employee Related Matters. The parties agree that the provisions of Schedule 1 shall apply in respect of certain employee and share scheme related matters.
Employee Related Matters. (a) SCHEDULE 2.18 contains a true and correct list, by category, of all directors, full-time employees, part-time and other employees and consultants of the Company, including any understandings or any oral or written agreements relating thereto, and a description of the rate and nature of all compensation payable or accrued by the Company to, and the amount of vacation, sick days, personal days and other leave accrued by, each such person or entity. SCHEDULE 2.18 also contains a description of all existing severance, accrued vacation or other leave policies or retiree benefits of any current or former director, officer, employee or consultant. Except as set forth on SCHEDULE 2.18, the employment or consulting arrangement of all such persons is, subject to applicable laws involving the wrongful termination of employees, terminable at will (without the imposition of damages) by the Company. Buyer has been provided with true and complete (i) copies of all manuals and handbooks applicable to any current or former director, officer, employee or consultant of the Company, (ii) copies of all standard forms of employee trade secret, non-compete, non-disclosure and invention assignment agreements, together with a list of all agreements that deviate therefrom and a description of such deviation, and (iii) descriptions of all existing severance, accrued vacation or other leave policies or retiree benefits of any such director, officer, employee or consultant.
(b) Except as set forth on SCHEDULE 2.18, (i) the Company is not a party to any Contract with any labor organization or other representative of their employees; (ii) there is no unfair labor practice charge or complaint pending or, to Sellers' knowledge, threatened against the Company; (iii) the Company has not experienced any labor strike, slowdown, work stoppage or similar labor controversy within the past five years and, to Sellers' knowledge, no such labor strike, slow down, work stoppage or similar labor controversy is threatened; (iv) no representation question has been raised respecting any of the Company's employees working within the past five years, nor, to Sellers' knowledge, are there any organizing activities or campaigns being conducted to solicit authorization from the Company's employees to be represented by any labor organization and no such activity or campaign is threatened; (v) no Claim before any Governmental Body brought by or on behalf of any employee, prospective employee, former employe...
Employee Related Matters. (a) At the Closing, the Purchaser will deliver in writing an offer of employment (on an “at-will” basis) to certain key executives acceptable to the Purchaser (the “Eligible Employees”) and Purchaser and such Eligible Employees shall enter into employment agreements on such terms and conditions as the parties thereto may mutually agree upon.
(b) For at least six months following the Closing Date, Purchaser shall, with respect to each Company employee who is employed by Purchaser or any of its Affiliates, cause to be maintained for such Company employee benefits and benefit levels which are, with respect to each Company employee, reasonably consistent with, in the aggregate, the benefits and benefit levels available to such Company employee as of immediately prior to the Closing (except that no such Company employee need be provided with equity compensation of Purchaser or any Affiliates of Purchaser). Any employee that remains employed by the Company for longer than six months will be eligible to participate in standard employee benefit plans, which shall be commensurate with industry standard benefit plans and benefit plans offered to the employees of other companies owned or controlled by AEL Trust or its Affiliates.
(c) For purposes of determining eligibility to participate, vesting and entitlement to benefits where length of service is relevant under the benefit plans of Purchaser or its Affiliates, Company employees shall receive service credit for service with the Company to the same extent such service credit was granted under the applicable employee benefit plans of the Company. To the extent permitted by the terms of the applicable plans, Purchaser shall (and shall cause the Company and other applicable Affiliates of Purchaser to): (i) waive all limitations as to preexisting conditions exclusions and waiting periods with respect to participation and coverage requirements applicable to the Company employees under any welfare benefit plans that such employees may be eligible to participate in after the Closing, other than limitations or waiting periods that are already in effect with respect to such employees and that have not been satisfied as of the Closing under any welfare benefit plan maintained for the Company employees immediately prior to the Closing; and (ii) provide each Company employee with credit for any co-payments and deductibles paid prior to the Closing in satisfying any applicable deductible or out-of-pocket requirements under any ...
Employee Related Matters. Purchaser and Seller agree that all employees of Seller are the responsibility of Seller and Purchaser shall assume no Liabilities with respect to any employees of Seller.
Employee Related Matters. At Seller’s expense, Seller shall:
(i) Perform criminal background checks on each of Seller’s personnel that have access to Buyer Data, except to the extent limited or prohibited by applicable laws. Such background checks must be performed prior to allowing such individual to access Buyer Data; and Seller shall not allow access to Buyer Data for any individual who does not have a satisfactory background check or who does not remain in good standing during their employment tenure;
(ii) train its new personnel (including Contractors) on the acceptable use and handling of Seller’s confidential information and confidential information of other companies that has been entrusted to Seller;
(iii) provide annual security education refreshers for its personnel (including Contractors) and maintain a record of personnel that completed such education;
(iv) implement a formal user registration and de-registration procedure for granting and revoking access to Seller’s information systems and services; and upon termination of any of Seller’s personnel (including Contractors), Seller shall revoke such individual’s access to Buyer Data as soon as possible but in no event later than two (2) business days following termination of such individual; and
Employee Related Matters. Parent may offer certain employees of the Acquired Corporations as of the date of this Agreement who are also employees of the Acquired Corporations immediately prior to the Effective Time employment by the Parent after the Effective Time, and each such offer shall be in the form of an individual offer letter prepared in accordance with Parent's customary form (such letter to confirm such employee's initial position, compensation, location and reporting relationship). Those employees of the Acquired Corporations that continue to be employees of Parent or any of its affiliates, including the Acquired Corporations, following the Closing (the "Continuing Employees") and, if applicable, their eligible dependents, shall, subject to any necessary transition period and the terms of such plans, be immediately eligible to participate in Parent's health, vacation, employee stock purchase, 401(k) and other plans, to the same extent as comparably situated employees of Parent. Each such Continuing Employee shall receive credit under Parent's employee benefit plans for purposes of eligibility to participate under such plans for years of service with the Acquired Corporations prior to the Effective Time, and Parent shall use commercially reasonable efforts to cause any and all pre-existing condition limitations and evidence of insurability requirements under any group health plans of Parent in which such employees and, if applicable, their eligible dependents shall participate to be waived and shall use commercially reasonable efforts to provide credit for any co-payments and deductibles prior to the Closing Date for purposes of satisfying any applicable deduction, out-of-pocket or similar requirements under any such plans that may apply after the Closing Date. Parent shall pay to the Eligible Employees (as defined below) up to an aggregate of $10,000,000 in cash (the "Contingent Employee Amount") subject to the following terms and conditions: Subject to any right of setoff that Parent may be entitled to exercise (pursuant to Section 9.5 or otherwise), and subject to the other provisions of this Section 5.4(b): if the Actual Q4 2003 Net Bookings are equal to or greater than $1,900,000, then Parent shall pay to each Eligible Employee on a date selected by Parent on or prior to February 28, 2004 cash in an amount equal to such Eligible Employee's Percentage Allocation in the amount equal to the product of (A) $125,000 multiplied by (B) the quotient of (I) the Actual Q4 200...
Employee Related Matters. 19 ARTICLE 7.
Employee Related Matters. Parent shall offer to employees of the Company as of the date of this Agreement who are also employees of the Company immediately prior to the Effective Time employment by the Parent after the Effective Time, and each such offer shall be in the form of an individual offer letter prepared in accordance with Parent's customary form (such letter to confirm such employee's initial position, compensation, location and reporting relationship). Those employees of the Company that continue to be employees of Parent or any of its affiliates, including the Company, following the Closing shall, subject to any necessary transition period and the terms of such plans, be immediately eligible to participate in Parent's health, vacation, employee stock purchase, 401(k) and other plans, to the same extent as comparably situated employees of Parent and shall receive credit under all Parent's benefit plans for time served as an employee of the Company (it being agreed that such credit shall not apply with respect to the vesting schedule of any stock options granted by Parent to such employees other than Company Options assumed by the Parent pursuant to Section 1.6).
Employee Related Matters. (a) SCHEDULE 2.18 contains a true and correct list of all directors, full-time employees and consultants of the Company and its Subsidiaries, including any agreement relating thereto, and a description of the rate and
Employee Related Matters. Supplier shall:
(i) Perform criminal background checks on each of Supplier’s personnel (including Contractors), where allowed by law, that has access to CUSTOMER Confidential Information and CUSTOMER’s client’s Confidential Information, except to the extent limited or prohibited by applicable laws; such background checks must be performed prior to allowing such individual to access CUSTOMER Confidential Information and CUSTOMER’s client’s Confidential Information and Supplier shall not allow any individual who does not have a satisfactory background check to access CUSTOMER Confidential Information and CUSTOMER’s client’s Confidential Information;
(ii) train its new personnel (including Contractors) on the acceptable use and handling of Supplier’s confidential information and confidential information of other companies that has been entrusted to Supplier (such as CUSTOMER Confidential Information and CUSTOMER’s client’s Confidential Information);
(iii) provide security education and training for its personnel (including Contractors) and maintain a record of personnel that completed such education; and
(iv) implement a formal user registration and de-registration procedure for granting and revoking access to Supplier’s information systems and services; and upon termination of any of Supplier’s personnel (including Contractors), Supplier shall revoke such individual’s access to CUSTOMER Confidential Information and CUSTOMER’s client’s Confidential Information as soon as possible but in no event later than two (2) business days following termination of such individual.
