VESTING SCHEDULE, SEVERANCE PAY POTENTIAL, AND ANY OTHER
COMPENSATION FORMS; (IV) EACH CURRENT BENEFIT PLAN IN WHICH SUCH EMPLOYEE
PARTICIPATES OR IS ELIGIBLE TO PARTICIPATE; AND (V) ANY GOVERNMENTAL
AUTHORIZATION THAT IS HELD BY SUCH EMPLOYEE AND THAT IS USED IN CONNECTION WITH
THE BUSINESS. EXCEPT AS DISCLOSED IN SCHEDULE 3.15(A), THE EMPLOYMENT OF EACH OF
THE EMPLOYEES OF THE BUSINESS IS TERMINABLE BY SELLER AT WILL.
(B)
SCHEDULE 3.15(B) LISTS ALL PERSONS WHO ARE CURRENTLY PERFORMING
SERVICES FOR THE BUSINESS WHO ARE CLASSIFIED AS "CONSULTANTS" OR "INDEPENDENT
CONTRACTORS," THE COMPENSATION OF EACH SUCH PERSON AND WHETHER SELLER IS PARTY
TO AN AGREEMENT WITH SUCH PERSON (WHETHER OR NOT IN WRITING). ANY SUCH
AGREEMENTS ARE LISTED ON SCHEDULE 3.11 AND HAVE BEEN MADE AVAILABLE (OR, IN THE
CASE OF AGREEMENTS THAT ARE NOT IN WRITING, A SUMMARY THEREOF HAS BEEN
DELIVERED) TO BUYER. ALL PERSONS ENGAGED BY SELLER FOR THE BENEFIT OF THE
BUSINESS AS INDEPENDENT CONTRACTORS, RATHER THAN EMPLOYEES, HAVE BEEN PROPERLY
CLASSIFIED AS SUCH AND HAVE BEEN ENGAGED IN ACCORDANCE WITH ALL APPLICABLE
FOREIGN, FEDERAL, STATE AND/OR LOCAL LAWS.
20
(C)
SELLER IS NOT AND HAS NEVER BEEN A PARTY TO OR BOUND BY ANY UNION
CONTRACT, COLLECTIVE BARGAINING AGREEMENT OR SIMILAR CONTRACT. THERE HAS NEVER
BEEN ANY SLOWDOWN, WORK STOPPAGE, LABOR DISPUTE OR UNION ORGANIZING ACTIVITY, OR
ANY SIMILAR ACTIVITY OR DISPUTE, AFFECTING SELLER OR ANY OF THEIR EMPLOYEES.
(D)
SCHEDULE 3.15(D) LISTS ALL CURRENT EMPLOYEE MANUALS AND HANDBOOKS,
EMPLOYMENT POLICY STATEMENTS, EMPLOYMENT AGREEMENTS, AND OTHER MATERIALS
RELATING TO THE EMPLOYMENT OF THE CURRENT EMPLOYEES OF THE BUSINESS. SELLER HAS
MADE AVAILABLE TO BUYER COMPLETE COPIES OF ALL SUCH DOCUMENTS.
(E)
EXCEPT AS DISCLOSED IN SCHEDULE 3.15(E), (I) NONE OF THE EMPLOYEES
OF THE BUSINESS HAS NOTIFIED OR OTHERWISE INDICATED TO SELLER THAT HE OR SHE
INTENDS TO TERMINATE HIS OR HER EMPLOYMENT WITH SELLER, OR NOT TO ACCEPT
EMPLOYMENT WITH BUYER; (II) SELLER DOES NOT HAVE A PRESENT INTENTION TO
TERMINATE THE EMPLOYMENT OF ANY EMPLOYEE OF THE BUSINESS; (III) TO SELLER'S
KNOWLEDGE, NO EMPLOYEE OF THE BUSINESS HAS SINCE JANUARY 1, 2006 RECEIVED AN
OFFER OF AN EMPLOYMENT FROM ANY OTHER PERSON; (IV) ALL EMPLOYEES OF THE BUSINESS
HAVE EXECUTED SELLER'S FORM NONCOMPETITION, NONDISCLOSURE AND DEVELOPMENTS
AGREEMENT; (V) NO EMPLOYEE OF THE BUSINESS IS A PARTY TO OR IS BOUND BY ANY
EMPLOYMENT CONTRACT, PATENT DISCLOSURE AGREEMENT, NONCOMPETITION AGREEMENT OR
OTHER RESTRICTIVE COVENANT OR OTHER CONTRACT WITH ANY THIRD PARTY THAT WOULD BE
LIKELY TO AFFECT IN ANY WAY (A) THE PERFORMANCE BY SUCH EMPLOYEE OF ANY OF HIS
OR HER DUTIES OR RESPONSIBILITIES AS A EMPLOYEE, OR (B) THE BUSINESS OR
OPERATIONS OF THE BUSINESS; (VI) TO THE KNOWLEDGE OF SELLER, NO EMPLOYEE OF THE
BUSINESS IS IN VIOLATION OF ANY TERM OF ANY EMPLOYMENT CONTRACT, PATENT
DISCLOSURE AGREEMENT, NONCOMPETITION AGREEMENT, OR ANY OTHER RESTRICTIVE
COVENANT WITH ANY THIRD PARTY RELATING TO THE RIGHT OF ANY SUCH EMPLOYEE TO BE
EMPLOYED BY SELLER; AND (VII) SELLER IS NOT AND NEVER HAS BEEN ENGAGED