Employment Agreements and Employee Benefit Plans. FTK has not had any and does not have any defined contribution plan and it is not (and was never) part of a controlled group contributing to any defined contribution plan and is not and was never a party to any collective bargaining agreement or other employment contracts. FTK has not, nor does it now contribute to any pension, profit-sharing, option, other incentive plan, or any other type of Employee Benefit Plan (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")), or any health, dental, vision, long term disability, short term disability, life insurance or other welfare benefits plan, or have any obligation to or customary arrangement with employees for bonuses, incentive compensation, vacations, severance pay, insurance, or other benefits and it is not now (and was never) a part of a controlled group with regard to any of the foregoing. Schedule 3.17 also contains a true and correct statement of the names, relationship with FTK, present rates of compensation (whether in the form of salary, bonuses, commissions, or other supplemental compensation now or hereafter payable), and aggregate compensation for the fiscal year ended June 30, 2004 of each director, officer, consultant or employee of FTK. Since June 30, 2004, FTK has not changed the rate of compensation of any of its directors, officers, consultants or employees, and FTK will not be required to make any severance payments to any of its directors, officers, consultants or employees as a result of the Merger. To the Knowledge of FTK there are no complaints, charges, claims, allegations, grievances, or litigations pending or threatened which reflect or pertain to: (i) any federal, state or local labor, employment, anti-discrimination, workers compensation, disability or unemployment law, regulation or ordinance; (ii) any claim for wrongful discharge, harassment, discrimination, breach of employment contract or employment-related tort; or (iii) any employment agreement, restrictive covenant, non-competition agreement or employee confidentiality agreement, which, in any such case, if adversely determined, could reasonably be expected to have a Material Adverse Effect on FTK.
Employment Agreements and Employee Benefit Plans. YTI has not had any and does not have any defined contribution plan and it is not (and was never) part of a controlled group contributing to any defined contribution plan and is not and was never a party to any collective bargaining agreement. YTI has not, nor does it now contribute to any pension, profit-sharing, option, other incentive plan, or any other type of Employee Benefit Plan (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")), or any , dental, vision, long term disability, short term disability, life insurance or other welfare benefits plan, or have any obligation to or customary arrangement with employees for bonuses, incentive compensation, , and it is not now (and was never) a part of a controlled group with regard to any of the foregoing. Except as disclosed in Schedule 3.6. there are no complaints, charges, claims, allegations, grievances, or litigations pending or threatened which reflect or pertain to: (i) any federal, state or local labor, employment, anti-discrimination, workers compensation, disability or unemployment law, regulation or ordinance; (ii) any claim for wrongful discharge, harassment, discrimination, breach of employment contract or employment-related tort; or (iii) any employment agreement, restrictive covenant, non-competition agreement or employee confidentiality agreement, which, in any such case, if adversely determined, could reasonably be expected to have a Material Adverse Effect on YTI.
Employment Agreements and Employee Benefit Plans. (1) Except as set forth in Schedule 3.19, TEXEN has not had any and does not have any defined contribution plan and it is not (and was never) part of a controlled group contributing to any defined contribution plan and is not and was never a party to any collective bargaining agreement or other employment contracts. TEXEN has not, nor does it now contribute to any pension, profit-sharing, option, other incentive plan, or any other type of Employee Benefit Plan (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")), or any health, dental, vision, long term disability, short term disability, life insurance or other welfare benefits plan, or have any obligation to or customary arrangement with employees for bonuses, incentive compensation, vacations, severance pay, insurance, or other benefits, except as set forth in Schedule 3.19 and it is not now (and was never) a part of a controlled group with regard to any of the foregoing. Schedule 3.19 also contains a true and correct statement of the names, relationship with TEXEN, present rates of compensation (whether in the form of salary, bonuses, commissions, or other supplemental compensation now or hereafter payable), and aggregate compensation for the fiscal year ended June 30, 2001 of each director, officer, consultant or employee of TEXEN. Except as set forth on Schedule 3.19, since June 30, 2002, TEXEN has not changed the rate of compensation of any of its directors, officers, consultants or employees, and TEXEN will not be required to make any severance payments to any of its directors, officers, consultants or employees as a result of the Transaction.
Employment Agreements and Employee Benefit Plans. (a) Section 4.10(a) of the Company Disclosure Schedule contains a true and complete list of each material “employee benefit plan” (within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)) and each other employment, bonus, vacation, stock option, stock purchase, restricted stock or other equity-based, incentive, deferred compensation, profit sharing, savings, retirement, retiree medical or life insurance, supplemental retirement, severance, fringe benefit, retention, change of control or other benefit plans, programs, agreements, contracts, policies or arrangements contributed to, sponsored or maintained by the Company as of the date hereof for the benefit of any current, former or retired employee, officer, consultant, independent contractor or director of the Company (collectively, the “Company Employees”) or to which the Company is a party or with respect to which the Company has or would reasonably be expected to have any liability (such plans, programs, policies, agreements and arrangements, including the Company Stock Plans, collectively, “Company Plans”).
Employment Agreements and Employee Benefit Plans. (1) Employment Agreements. There are no employment, consulting, severance or indemnification arrangements, agreements, or understandings between the Company and any officer, director, consultant or employee ("Employment Agreements"). The Company has no material unaccrued liability for any arrears of wages, bonuses or other employee benefits (including, without limitation, termination or severance pay, sick pay, personal days and holiday pay) for any of its employees.
Employment Agreements and Employee Benefit Plans. (1) Except as set forth in Schedule 4.17, PARTNERS has not had any defined contribution plan and it is not part of a controlled group contributing to any defined contribution plan and is not a party to any collective bargaining agreement or other employment contracts. PARTNERS has not, nor does it, contribute to any pension, profit-sharing, option, other incentive plan, or any other type of Employee Benefit Plan (as defined in Section 3(3) of ERISA), or any health, dental, vision, long term disability, short term disability, life insurance or other welfare benefits plan, or have any obligation to or customary arrangement with employees for bonuses, incentive compensation, vacations, severance pay, insurance, or other benefits, except as set forth in Schedule 4.18 and it is not part of a controlled group with regard to any of the foregoing. Schedule 4.18 also contains a true and correct statement of the names, relationship with PARTNERS, present rates of compensation (whether in the form of salary, bonuses, commissions, or other supplemental compensation now or hereafter payable), and aggregate compensation for the period ended June 30, 2002 of each director, officer, consultant or employee of PARTNERS. Except as set forth on Schedule 4.17, since June 30, 2002, PARTNERS has not changed the rate of compensation of any of its directors, officers, consultants or employees.
Employment Agreements and Employee Benefit Plans. (a) Except as set forth on Schedule 4.25 hereto, the Seller does not have and has not had any defined contribution plan and is not part of a controlled group contributing to any defined contribution plan. The Seller does not contribute to any pension, profit-sharing, option, other incentive plan, or any other type of Employee Benefit Plan (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")), or have any obligation to or customary arrangement with employees for bonuses, incentive compensation, vacations, severance pay, insurance, or other benefits, except as set forth on Schedule 4.25 and it is not part of a controlled group with regard to any of the foregoing. The Seller has furnished to Xxxxxx true and correct copies of all documents evidencing plans, obligations, qualification, IRS determination, or arrangements referred to on Schedule 4.25 (or true and correct written summaries of such plans, obligations, or arrangements to the extent not evidenced by documents) and true and correct copies of all documents evidencing trusts relating to any such plans. Schedule 4.25 also contains a true and correct statement of the names, relationship with the Seller, job description, present rates of compensation (delineated by annual salary, bonuses, commissions, benefits, or other supplemental compensation now or hereafter payable), and aggregate compensation for the fiscal year ended December 31, 2001 of (i) each director, officer, consultant or other employee of the Seller and (ii) all sales agents, dealers, or distributors of the Seller. Except as set forth on Schedule 4.25, and except for changes in the ordinary course of business consistent with past practice with respect to employees paid less than $40,000 per year, the Seller has not changed the rate of compensation of any of its directors, officers, employees, agents, dealers, or distributors since December 31, 2001.
Employment Agreements and Employee Benefit Plans. 4.1 From and after the Closing, each of the employees of Applied (other than Paul X. Xxxxxxxxx, Xxwix X. Xxxxxx xxx their respective administrative staffs) shall become employees of CAS, each upon the same terms and subject to the same conditions of his or her respective employment arrangements with Applied. CAS hereby adopts each of the employment agreements set forth in Exhibit A hereto and does hereby agree to be bound by all of the terms and conditions of each of such employment agreements and assumes all of Applied's obligations and covenants under such employment agreements, from and after the Closing.
Employment Agreements and Employee Benefit Plans. 22- 4.27 Tax Matters.............................................-23- 4.28
Employment Agreements and Employee Benefit Plans. 14- 3.15 Insurance................................................-14- 3.16 Additional Material Liabilities..........................-14- 3.17 Compliance with Law......................................-15- 3.18 Patents, Trademarks, Licenses............................-15- 3.19 Change in Business.......................................-15- 3.20 Absence of Certain Changes or Events.....................-15- 3.21 Full Disclosure..........................................-16- 3.22 Licenses and Permits.....................................-16- 3.23 Related Party Transactions...............................-17- 3.24 Real Property Leases.....................................-17- 3.25
