Employees; Employee Benefits. (a) Employees Subject to European data protection legislation, Schedule 3.13(a) sets forth, with respect to each employee of the Selling Entities who is employed in the Business (including any such employee of Seller who is on a leave of absence, maternity leave, short or long term disability, or on layoff status subject to recall) (the “Employees“) (i) the name of such Employee and the date as of which such Employee was originally hired by the Selling Entities, and whether the Employee is on an active or inactive status; (ii) such Employee’s title; (iii) whether the Employee is classified as exempt or non-exempt under the Fair Labor Standards Act; (iv) such Employee’s base compensation as of the date of this Agreement, equity vesting schedule, and whether such Employee is eligible to participate in any Employee Benefit Plans; and (v) any governmental authorization that is held by such Employee and that is used in connection with the Business. Except as disclosed on Schedule 3.13(a), the employment of each of the Employees of the Business is terminable by the Selling Entities at will. No offer of employment has been made by the Selling Entities to any individual which has not yet been accepted or which has been accepted but where the individual’s employment has not yet started. All contracts of service or consultancy with any Employee in the UK can be terminated by three months notice or less without giving rise to any claim (other than statutory redundancy or unfair dismissal, if applicable) other than a claim under any applicable benefit plan. Employees in the UK holding stock options in any of the Selling Entities will be entitled to exercise those stock options for a period not less than 3 months after the Transfer Date.
Employees; Employee Benefits. (a) Schedule 3.13(a) hereto sets forth the names of all current employees of the Company (the “Employees”) and such Employee’s job title, the location of employment of such Employee, such Employee’s current salary, the amount of any bonuses or other compensation paid since December 31, 2003 to such Employee, the date of employment of such Employee and the accrued vacation time of such Employee. Schedule 3.13(a) hereto sets forth a true and correct statement of the liability, if any, of the Company for accrued but unused sick pay. There are no outstanding loans from the Company to any officer, director, employee, agent or consultant of the Company, or to any other Related Person. Schedule 3.13(a) hereto sets forth a complete and correct description of all severance policies of the Company. Complete and correct copies of all written agreements (or, in the case of oral agreements, a complete and correct description) with Employees and all employment policies, and all amendments and supplements thereto, have previously been delivered to the Parent, and a list of all such agreements and policies is set forth on Schedule 3.13(a). None of the Employees has, to the knowledge of the Company and the Sole Stockholder, indicated a desire to terminate his or her employment, or any intention to terminate his or her employment upon a sale of, or business combination relating to, the Company or in connection with the transactions contemplated by this Agreement. Except as set forth on Schedule 3.13(a) hereto, since December 31, 2003, the Company has not (i) increased the salary or other compensation payable or to become payable to or for the benefit of any of the Employees, except in the ordinary course of business consistent with past practice, (ii) increased the term or tenure of employment for any Employee, except in the ordinary course of business consistent with past practice, (iii) increased the amounts payable to any of the Employees upon the termination of any such person’s employment or (iv) adopted, increased, augmented or improved benefits granted to or for the benefit of any of the Employees under any Benefit Plan (as such term is defined herein).
Employees; Employee Benefits. Section 2.22
Employees; Employee Benefits. 39 5.10 Employee Pension Plan...........................................42 5.11 Employee Savings Plan...........................................42 5.12 Welfare Benefits................................................43 5.13 Taxes...........................................................44 5.14
Employees; Employee Benefits. 21 SECTION 5.3
Employees; Employee Benefits. (a) Neither the Company nor any Company Subsidiary is a party to or subject to any collective bargaining agreement, non-competition agreement restricting the activities of the Company, or any similar agreement, and there has been no activity or Proceeding by a labor union or representative thereof to organize any employees of the Company.
Employees; Employee Benefits. (a) The Acquired Companies do not have, and since their formation have not ever had, any employees. Each of the Acquired Companies is not a party to nor bound by, and since its formation has never been party to nor bound by, any collective bargaining agreements or any other labor-related agreements with any labor union or labor organization. There are no strikes, lockouts, work stoppages, slowdowns or other material labor disputes against or affecting, in any material respect, any Acquired Company or the Project.
Employees; Employee Benefits. 16 5.9 Insurance...................................................................18 5.10
Employees; Employee Benefits. (a) Abraxas has no collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to Abraxas’ knowledge, threatened with respect to Abraxas. To Abraxas’ knowledge, no employee of each of Abraxas and its Subsidiaries, nor any consultant with whom each of Abraxas and its Subsidiaries has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, each of Abraxas and its Subsidiaries because of the nature of the business to be conducted by each of Abraxas and its Subsidiaries; and to Abraxas’ knowledge the continued employment by each of Abraxas and its Subsidiaries of its present employees, and the performance of each of Abraxas and its Subsidiaries’ contracts with its independent contractors, will not result in any such violation. Neither Abraxas nor any of its Subsidiaries received any notice alleging that any such violation has occurred. Neither Abraxas nor any of its Subsidiaries is aware that any officer, key employee or group of employees intends to terminate his, her or their employment with each of Abraxas and its Subsidiaries, nor does each of Abraxas and its Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employees.
Employees; Employee Benefits. (a) Schedule 2.13(a) hereto sets forth the names of all current employees of and independent contractors providing services to the Company (the “Employees”). Any person who has provided or is providing services to the Company and who has not or will not receive an IRS W-2 form has been classified as an independent contractor in full compliance with federal and state wage and hour laws and the Company has fully and accurately reported such independent contractors compensation on IRS forms 1099 when required to do so.
