Common use of Employees; Salaries; Personnel Agreements, Plans and Arrangements Clause in Contracts

Employees; Salaries; Personnel Agreements, Plans and Arrangements. (a) Schedule 5.20(a) of the Disclosure Schedule contains a true, complete and correct list as of the date hereof setting forth (i) the names, hire dates, current compensation rates and job titles of all individuals presently employed by the Company on a salaried basis, (ii) the names, hire dates, current compensation rates and job titles of all individuals presently employed by the Company on an hourly basis, and (iii) the names and total annual compensation for all independent contractors who render material services on a regular basis to the Company. Except as set forth in Schedule 5.20(a) of the Disclosure Schedule, or in the ordinary course of business, no person listed thereon has received any bonus or increase in compensation since the December 31, 2005, nor since that date has there been any promise to the employees listed on Schedule 5.20(a) of the Disclosure Schedule orally or in writing of any bonus or increase in compensation, whether or not legally binding, except for increases in the ordinary course of business consistent with the past compensation practices of the Company, and obligations incurred under existing Employee Benefit Plans or existing collective bargaining agreements of the Company. Except as provided in Schedule 5.20(a) of the Disclosure Schedule, the Company has no knowledge that any employee of the Company as of the date hereof intends to resign because of the consummation of the transactions contemplated by this Agreement. (b) Except as listed on Schedules 5.17(a) or 5.20(b) of the Disclosure Schedule, the Company is not a party to or obligated with respect to any (a) outstanding material contracts with current or former employees, agents, consultants, advisers, salesmen, sales representatives, distributors, sales agents, independent contractors, or dealers, or (b) collective bargaining agreements or contracts with any labor union or other representative of employees or any employee benefits provided for by any such agreement. Correct and complete copies of all such documents previously have been furnished or made available to Parent. Except as set forth in Schedule 5.20(b) of the Disclosure Schedule, no strike, picketing, work stoppage, work slow down, union organizational activity, notice to bargain, allegation, charge or complaint of unfair labor practice, or, to the knowledge of the Company, employment discrimination or sexual harassment or other similar occurrence has occurred within the past five (5) years. The Company has complied in all material respects with all applicable Laws relating to the employment of labor, including provisions thereof relating to immigration status, wages, hours, equal opportunity, collective bargaining and the payment of social security and other taxes (unless such taxes are reserved for on the Financial Statements) relating to the Company. Except as set forth on Schedule 5.20(b) of the Disclosure Schedule, there are no administrative charges or court complaints pending or, to the knowledge of the Company, threatened in connection with the Company before the U.S. Equal Employment Opportunity Commission or any state or federal court or agency concerning alleged employment discrimination or any other matters relating to the employment of labor. (c) Schedule 5.20(c) of the Disclosure Schedule contains a true, complete and correct list of all employee and other fringe benefits and other compensation provided by the Company to the officers and directors of the Company, other than employee and other fringe benefits (i) provided to all employees of the Company, or (ii) otherwise provided under arrangements identified on Schedule 5.17(a).

Employees; Salaries; Personnel Agreements, Plans and Arrangements. (a) Schedule 5.20(a) of the Disclosure Schedule contains a true, complete and correct list as of the date hereof setting forth (i) the names, hire dates, current compensation rates and job titles of all individuals presently employed by the Company on a salaried basis, (ii) the names, hire dates, current compensation rates and job titles of all individuals presently employed by the Company on an hourly basis, and (iii) the names and total annual compensation for all independent contractors who render material services on a regular basis to the Company. Except as set forth in Schedule 5.20(a) of the Disclosure Schedule, or in the ordinary course Ordinary Course of businessBusiness, no person listed thereon has received any bonus or increase in compensation since the December 31, 20052007, nor since that date has there been any promise to the employees listed on Schedule 5.20(a) of the Disclosure Schedule orally or in writing of any bonus or increase in compensation, whether or not legally binding, except for increases in the ordinary course Ordinary Course of business Business consistent with the past compensation practices of the Company, and obligations incurred under existing Employee Benefit Plans or existing collective bargaining agreements of the Company. Except as provided in Schedule 5.20(a) of the Disclosure Schedule, the Company has no knowledge Knowledge that any employee of the Company as of the date hereof intends to resign because of the consummation of the transactions contemplated by this Agreement. (b) Except as listed on Schedules 5.17(a) or 5.20(b) of the Disclosure Schedule, the Company is not a party to or obligated with respect to any (a) outstanding material contracts with current or former employees, agents, consultants, advisers, salesmen, sales representatives, distributors, sales agents, independent contractors, or dealers, or (b) collective bargaining agreements or contracts with any labor union or other representative of employees or any employee benefits provided for by any such agreement. Correct and complete copies of all such documents previously have been furnished or made available to Parent. Except as set forth in Schedule 5.20(b) of the Disclosure Schedule, no strike, picketing, work stoppage, work slow down, union organizational activity, notice to bargain, allegation, charge or complaint of unfair labor practice, or, to the knowledge Knowledge of the Company, employment discrimination or sexual harassment or other similar occurrence has occurred within the past five (5) years. The Company has complied in all material respects with all applicable Laws relating to the employment of labor, including provisions thereof relating to immigration status, wages, hours, equal opportunity, collective bargaining and the payment of social security and other taxes (unless such taxes are reserved for on the Financial Statements) relating to the Company. Except as set forth on Schedule 5.20(b) of the Disclosure Schedule, there are no administrative charges or court complaints pending or, to the knowledge Knowledge of the Company, threatened in connection with the Company before the U.S. Equal Employment Opportunity Commission or any state or federal court or agency concerning alleged employment discrimination or any other matters relating to the employment of labor. (c) Schedule 5.20(c) of the Disclosure Schedule contains a true, complete and correct list of all employee and other fringe benefits and other compensation provided by the Company to the officers and directors of the Company, other than employee and other fringe benefits (i) provided to all employees of the Company, or (ii) otherwise provided under arrangements identified on Schedule 5.17(a).

Employees; Salaries; Personnel Agreements, Plans and Arrangements. (a) Schedule 5.20(a) of the Disclosure Schedule contains a true, complete and correct list as of the date hereof setting forth (i) the names, hire dates, current compensation rates and job titles of all individuals presently employed by the Company on a salaried basis, (ii) the names, hire dates, current compensation rates and job titles of all individuals presently employed by the Company on an hourly basis, and (iii) the names and total annual compensation for all independent contractors who render material services on a regular basis to the Company. Except as set forth in Schedule 5.20(a) of the Disclosure Schedule, or in the ordinary course of business, no person listed thereon has received any bonus or increase in compensation since the December 31, 20052006, nor since that date has there been any promise to the employees listed on Schedule 5.20(a) of the Disclosure Schedule orally or in writing of any bonus or increase in compensation, whether or not legally binding, except for increases in the ordinary course of business consistent with the past compensation practices of the Company, and obligations incurred under existing Employee Benefit Plans or existing collective bargaining agreements of the Company. Except as provided in Schedule 5.20(a) of the Disclosure Schedule, the Company has no knowledge that any employee of the Company as of the date hereof intends to resign because of the consummation of the transactions contemplated by this Agreement. (b) Except as listed on Schedules 5.17(a) or 5.20(b) of the Disclosure Schedule, the Company is not a party to or obligated with respect to any (a) outstanding material contracts with current or former employees, agents, consultants, advisers, salesmen, sales representatives, distributors, sales agents, independent contractors, or dealers, or (b) collective bargaining agreements or contracts with any labor union or other representative of employees or any employee benefits provided for by any such agreement. Correct and complete copies of all such documents previously have been furnished or made available to Parent. Except as set forth in Schedule 5.20(b) of the Disclosure Schedule, no strike, picketing, work stoppage, work slow down, union organizational activity, notice to bargain, allegation, charge or complaint of unfair labor practice, or, to the knowledge of the Company, employment discrimination or sexual harassment or other similar occurrence has occurred within the past five (5) years. The Company has complied in all material respects with all applicable Laws relating to the employment of labor, including provisions thereof relating to immigration status, wages, hours, equal opportunity, collective bargaining and the payment of social security and other taxes (unless such taxes are reserved for on the Financial Statements) relating to the Company. Except as set forth on Schedule 5.20(b) of the Disclosure Schedule, there are no administrative charges or court complaints pending or, to the knowledge of the Company, threatened in connection with the Company before the U.S. Equal Employment Opportunity Commission or any state or federal court or agency concerning alleged employment discrimination or any other matters relating to the employment of labor. (c) Schedule 5.20(c) of the Disclosure Schedule contains a true, complete and correct list of all employee and other fringe benefits and other compensation provided by the Company to the officers and directors of the Company, other than employee and other fringe benefits (i) provided to all employees of the Company, or (ii) otherwise provided under arrangements identified on Schedule 5.17(a).

Employees; Salaries; Personnel Agreements, Plans and Arrangements. (a) Schedule 5.20(a6.20(a) of the Disclosure Schedule contains a true, complete and correct list as of the date hereof setting forth (i) the names, hire dates, current compensation rates and job titles of all individuals presently employed by the Company or any Subsidiary thereof on a salaried basis, (ii) the names, hire dates, current compensation rates and job titles of all individuals presently employed by the Company or any Subsidiary thereof on an hourly or piecework basis, and (iii) the names and total annual compensation for all independent contractors who are natural Persons who presently render material services on a regular basis to the Company. Except as set forth Company or any Subsidiary thereof whose current annual compensation is in Schedule 5.20(aexcess of $25,000, and (iv) of all other Persons whose employment or independent contractor relationship with the Disclosure Schedule, Company or in the ordinary course of business, no person listed thereon any Subsidiary thereof has received any bonus or increase in compensation been terminated since the December 31, 2005, nor since that date has there been any promise to the employees listed on Schedule 5.20(a) of the Disclosure Schedule orally or in writing of any bonus or increase in compensation, whether or not legally binding, except for increases in the ordinary course of business consistent with the past compensation practices of the Company, and obligations incurred under existing Employee Benefit Plans or existing collective bargaining agreements of the Company. Except as provided in Schedule 5.20(a) of the Disclosure Schedule, the Company has no knowledge that any employee of the Company as of the date hereof intends to resign because of the consummation of the transactions contemplated by this AgreementLatest Balance Sheet Date. (b) Except as listed on Schedules 5.17(a) or 5.20(b) of the Disclosure Schedulein Schedule 6.20(b), neither the Company nor any Subsidiary thereof is not a party to or obligated with respect to any (ai) outstanding material contracts Contracts of the Company or its Subsidiaries with current or former employees, agents, consultants, advisers, salesmen, sales representatives, distributors, sales agents, independent contractors, or dealers, or (bii) collective bargaining agreements or contracts with any labor union or other representative of employees or any employee benefits provided for by any such agreement. Correct and complete copies of all such documents previously listed on Schedule 6.20(b) have been previously furnished or made available to Parent. Except as set forth in Schedule 5.20(b) of the Disclosure Schedule, no strike, picketing, work stoppage, work slow down, union organizational activity, notice to bargain, allegation, charge or complaint of unfair labor practice, or, to the knowledge of the Company, employment discrimination or sexual harassment or other similar occurrence has occurred within the past five (5) years. The Company has complied in all material respects with all applicable Laws relating to the employment of labor, including provisions thereof relating to immigration status, wages, hours, equal opportunity, collective bargaining and the payment of social security and other taxes (unless such taxes are reserved for on the Financial Statements) relating to the Company. Except as set forth on Schedule 5.20(b) of the Disclosure Schedule, there are no administrative charges or court complaints pending or, to the knowledge of the Company, threatened in connection with the Company before the U.S. Equal Employment Opportunity Commission or any state or federal court or agency concerning alleged employment discrimination or any other matters relating to the employment of labor. (c) Schedule 5.20(c) The provisions of the Disclosure Schedule contains a trueWorker Adjustment and Retraining Notification Act of 1988, complete and correct list of all employee and other fringe benefits and other compensation provided by as amended (the “WARN Act”) are not applicable to the Company to the officers and directors its Subsidiaries. The consummation of the Company, other than employee Merger and other fringe benefits (i) provided the Transactions will not give rise to all any liability under the WARN Act respecting reductions in force or the impact on employees of the Company, plant closings or (ii) otherwise provided under arrangements identified on Schedule 5.17(a)sales of businesses.

Employees; Salaries; Personnel Agreements, Plans and Arrangements. (a) Schedule 5.20(a4.20(a) of the Disclosure Schedule contains a true, complete and correct list as of the date hereof January 12, 2021, setting forth (i) the names, hire dates, current base compensation rates (base salary or hourly wage, as applicable), 2020 actual incentive compensation (bonus and/or commission, as applicable), 2021 target incentive compensation (bonus and/or commission, as applicable), amount of accrued but unused vacation time, job titles, status (full-time/part-time/seasonal/temporary), work location (i.e., city/state), classification as exempt or non-exempt from overtime under the FLSA (or similar applicable Law), visa status (if applicable), and job titles leave status (as applicable, including type of leave and anticipated return date, if known) of all individuals presently employed by the Company on a salaried basisas of such date, (ii) the names, hire dates, current compensation rates and job titles of all individuals presently employed by the Company on an hourly basis, and (iii) the names and total annual compensation for all independent contractors who render material rendered services on a regular basis to the Company in the previous twelve (12) months and received compensation is in excess of One Hundred Thousand Dollars ($100,000) during the calendar year ended December 31, 2020, and (iii) the names and titles of the officers and directors of the Company. Except as set forth in Schedule 5.20(a) of the Disclosure Schedule, or in the ordinary course of business4.20(a), no person listed thereon has received any bonus or increase in compensation since between January 1, 2021, and the December 31, 2005, nor since that date has there been any promise to the employees listed on Schedule 5.20(a) of the Disclosure Schedule orally or in writing of any bonus or increase in compensation, whether or not legally bindinghereof, except for increases in the ordinary course of business consistent with the past compensation practices of the Company, and obligations incurred under existing Employee Benefit Plans Plans. Except as set forth on Schedule 4.20(a), all employees and independent contractors of the Company are employed “at will” or existing collective bargaining agreements engaged without a guaranteed term and their relationship with the Company may be terminated without cause at any time without Liability. Except as set forth on Schedule 4.20(a), as of the date hereof, no officer of the Company. Except as provided in Schedule 5.20(a) , nor, to the actual knowledge of the Disclosure Scheduleany Principal Equityholder, the Company has no knowledge that any other employee of the Company plans to terminate his or her employment by the Company as of the date hereof intends to resign because a result of the consummation of the transactions contemplated by this Agreementherein or otherwise. (b) Except as listed on Schedules 5.17(a) or 5.20(b) of the Disclosure Schedulein Schedule 4.20(b), the Company is not a party to or otherwise obligated with respect to any (a) outstanding material contracts Contracts with current or former employees, agents, consultants, advisers, salesmen, sales representatives, distributors, sales agents, independent contractors, or dealers, or (b) collective bargaining agreements or contracts Contracts with any labor union organization or union, works council, or other representative of employees or any employee benefits provided for by any such agreement. Correct agreement (and complete copies of all no such documents previously have been furnished agreement is currently being requested by, or made available to Parent. Except as set forth in Schedule 5.20(b) of the Disclosure Scheduleis under discussion by management with, no strike, picketing, work stoppage, work slow down, union organizational activity, notice to bargain, allegation, charge any employee or complaint of unfair labor practice, or, to the knowledge of the Company, employment discrimination or sexual harassment or other similar occurrence has occurred within the past five (5) years. The Company has complied in all material respects with all applicable Laws relating to the employment of labor, including provisions thereof relating to immigration status, wages, hours, equal opportunity, collective bargaining and the payment of social security and other taxes (unless such taxes are reserved for on the Financial Statements) relating to the Companyothers). Except as set forth on Schedule 5.20(b) 4.20(b), the Company has not received any notice of any pending or threatened administrative charges, court complaints, claims, investigations, audits, or proceedings as of the Disclosure Schedule, there are no administrative charges or court complaints pending or, to the knowledge of the Company, threatened date hereof in connection with the Company before the U.S. Equal Employment Opportunity Commission or any state or federal court or agency other Governmental Authority concerning alleged employment discrimination or any other matters relating to the employment or engagement of labor. Each employee of the Company who is a foreign national is listed on Schedule 4.20(b), and correct and complete copies of all documentation relating to each such employee’s right to work, including without limitation any Form I-9 relating to such employee, previously have been furnished to the Parent. (c) Schedule 5.20(c) of the Disclosure Schedule contains a trueThere are no pending or, complete and correct list of all employee and other fringe benefits and other compensation provided by the Company to the officers and directors Knowledge of the Company, threatened, strikes, work stoppages, walkouts, pickets, lockouts, or other than employee material labor disputes against or involving the Company, and other fringe benefits (i) provided to all employees no such disputes have occurred within the past five years. To the Knowledge of the Company, there are no ongoing or threatened union organizing or decertification activities involving employees of the Company and no such activities have occurred within the past five years. (d) Except as would not result in material Liability for the Company after the Closing: (i) the Company has fully and timely paid all wages, salaries, wage premiums, commissions, bonuses, and other compensation that has come due and payable to its current and former employees pursuant to applicable Law, Contract or Company policy; and (ii) otherwise provided under arrangements identified each individual who has performed services for the Company within the past three years on Schedule 5.17(a)an independent contractor or other non-employee basis is and was properly classified and treated as a non-employee for all applicable purposes. To the Knowledge of the Company, no current officer, executive or managerial employee has been the subject of any allegation or complaint of sexual harassment or similar conduct within the past three years and, to the Knowledge of the Company, no circumstances exist that could reasonably be expected to form the basis for any such allegation or complaint.