Employment Matters and Pensions. (a) A true and complete list of each Group Company’s employees (on anonymized basis) as at the Signing is set out in Disclosure Materials. The title, salaries, other compensation, benefits and other material terms of employment or service and all applicable collective bargaining and local agreement as at the Signing Date are set forth in the Disclosure Materials.
(b) All the employment agreements of the Group Companies have been prepared and entered into on the basis of the contract templates included in the Disclosure Materials, and any material deviations from the contract template have been Fairly Disclosed.
(c) Each Group Company has complied with its obligations under all employment contracts, collective bargaining agreements, and under applicable Laws regarding employment, including without limitation in connection with any terminations of employment relationships and lay-offs. There are no proceedings pending or, to Sellers’ Knowledge, threatening against any Group Company concerning breach of any applicable Laws regarding employment, terminations of any employment relationships or lay-offs, any employment or service contract, or any collective bargaining agreement or cooperation obligation.
(d) In addition to pension arrangements provided by mandatory applicable pension Laws, there are no pension arrangements in force or otherwise binding upon any Group Company regarding its officers or employees. No Group Company has unfunded or under-funded liabilities in relation to pensions for any former or current employees, officers or board members, which are not fully covered by insurance or for which full provisions have not been made in the Annual Accounts. There are no “defined benefit” type pension benefits granted to any current or former officer, board member or employee of any Group Company.
(e) No Group Company is liable to make any payment to any former director or employee by way of damages or compensation for loss of office or employment, redundancy or unfair or wrongful dismissal, or pursuant to any agreement on termination of employment, early retirement or any other agreement, or make any payment of employer's liability component (in Finnish: työnantajan omavastuumaksu) for any former directors or employees.
(f) No occupational health or safety related occurrences have taken place with respect to any employee of any Group Company for which a Group Company could be obligated to pay pension, salary, or other compensation.
Employment Matters and Pensions. 6.3.11.1 Complete, accurate and up-to-date details of all material benefits (whether con- tractual or discretionary, such as profit-sharing, bonus schemes, incentive pro- grams, severance pay, deferred compensation arrangements, additional or sup- plementary pension, any retention and change of control benefits or other mate- rial additional benefits to employees and the managing director of the Company whether or not related to sales, profits, turnover or performance, or which are otherwise variable) in excess of those provided by relevant Laws or collective bar- gaining agreements have been included in the Disclosure Material.
6.3.11.2 There are no deferred compensation agreements, bonus plans, profit sharing plans, or other incentive plans or similar arrangements with respect to any mem- ber of the board of directors, the managing director, or any employee of the Com- pany. Complete, accurate and up-to-date copies of the templates of the Com- pany’s employment and/or service contracts currently in use are included in the Disclosure Material. Complete, accurate and up-to-date copies of the employ- ment contracts between the Company and its Key Employees (other than Xxxxxx Xxxxxxxx and Xxxxx Xxxxx) have been Disclosed. Complete, accurate and up-to- date summaries of the terms of employment of the Founder Sellers are included in the Disclosure Material. All employment agreements of the Company not in- cluded in the Disclosure Material include a (i) non-competition clause (as Dis- closed); (ii) are valid until further notice; (iii) are in a written form; and (iv) in- clude a clause with respect to transfer of intellectual property rights developed by the employee to the employer (as Disclosed). No employee of the Company has at the Signing Date given or been given written notice of termination of his/her employment or service with the Company and as at the Signing Date no employee of the Company has threatened such action or indicated a willingness to do so. No Founder Seller has given written notice of termination of his em- ployment or service with the Company.
6.3.11.3 Neither the execution of this Agreement nor the consummation of the Transac- tion will result in any payment of compensation or reward of any kind, (by way of bonus or otherwise), whether monetary or another nature, becoming due to any managing director or employee of the Company, or in the increase of any benefits otherwise payable to any managing director or employee of the Com- pany, or...
Employment Matters and Pensions
