Common use of Employee List Clause in Contracts

Employee List. (a) Each of the Parties agrees that as of the date hereof, the Organization and Talent Hub (“OTH”) accurately reflects the identity of the current employees and Deselected Employees of each Heritage Company and, in respect to each such employee: (i) his or her Heritage Company; (ii) the Business to which he or she was Ring-Fenced; (iii) the Party that has selected such employee for employment (directly or indirectly through a Subsidiary) effective prior to the date hereof, or an indication that such employee is a Deselected Employee; (iv) his or her primary work location prior to the Internal Reorganization and following the date hereof; (v) whether he or she is on an expatriate assignment as of the date hereof. (b) Each of the Parties agrees that as of the date hereof, Appendix I accurately identifies each Impacted Employee undergoing an in-country or international relocation as of the date hereof and each Delayed Employment Employee, LTD Employee and Non-Consenting Employee. (c) Within sixty (60) days following the MatCo Distribution Date (or, as between AgCo and SpecCo, the AgCo Distribution Date), each of the Parties shall act to cause an update to the OTH or Appendix I, as applicable, to reflect, as of such date (in the case of clauses (i) through (iv), to the extent they are aware of such circumstances): (i) any Impacted Employee who becomes a Non-Consenting Employee or any Non-Consenting Employee who becomes an Impacted Employee; (ii) any Impacted Employee who becomes a Deselected Employee or any Deselected Employee who becomes an Impacted Employee; (iii) any employment terminations (including terminations for cause, resignations, retirements, and terminations due to death or disability) of any Impacted Employee that was made effective as of or following the date hereof; (iv) corrections of good faith errors or omissions by any Party with respect to any information contained in the OTH or Appendix I, as applicable; and (v) any other changes to the OTH or Appendix I, in each case as agreed to by each Party (the OTH and Appendix I, as so updated and as of 11:59 p.m., Eastern Standard Time on the sixtieth (60th) day following the MatCo Distribution Date (or, as between AgCo and SpecCo, the AgCo Distribution Date), the “Final OTH” and the “Final Appendix I,” respectively). The Final OTH and the Final Appendix I shall be final and binding on the Parties; provided, however, that the Parties shall update the Final OTH and the Final Appendix I, as applicable, at any time to reflect (x) any Delayed Employment Employee who becomes an employee of the applicable Party or member of its Group pursuant to Section 1.02(c) and (y) any LTD Employee who is a Heritage Dow Employee or a Heritage DuPont Employee who is able to return to active duty employment and becomes an employee of the applicable Party or member of its Group pursuant to Section 1.02(d).

Employee List. Within thirty (a) Each of the Parties agrees that as of the date hereof, the Organization and Talent Hub (“OTH”) accurately reflects the identity of the current employees and Deselected Employees of each Heritage Company and, in respect to each such employee: (i) his or her Heritage Company; (ii) the Business to which he or she was Ring-Fenced; (iii) the Party that has selected such employee for employment (directly or indirectly through a Subsidiary) effective prior to the date hereof, or an indication that such employee is a Deselected Employee; (iv) his or her primary work location prior to the Internal Reorganization and following the date hereof; (v) whether he or she is on an expatriate assignment as of the date hereof. (b) Each of the Parties agrees that as of the date hereof, Appendix I accurately identifies each Impacted Employee undergoing an in-country or international relocation as of the date hereof and each Delayed Employment Employee, LTD Employee and Non-Consenting Employee. (c) Within sixty (6030) days following the MatCo Distribution Date Execution Date, Seller shall deliver to Buyer an information list (orthe “Employee List”) that contains true, correct and complete information with respect to each employee of a member of the Company Group, as between AgCo and SpecCoof the Execution Date, whose employment with the AgCo Distribution DateCompany Group member is governed by one of the CBAs listed on Schedule 4.19(a) of the Seller Disclosure Schedules (the “Union Employees”), each employee of a member of the Parties shall act Company Group, as of the Execution Date, who is neither a Union Employee nor a Crude Employee (the “Available Company Employees”), and each employee of Seller or a Seller Affiliate, as of the Execution Date, who provides services to cause an update to a member of the OTH Company Group and who is available for hire by Buyer or Appendix Iits Affiliate (the “Available U.S. Employees”) and sets forth for each such Union Employee, Available Company Employee, and Available U.S. Employee; the individual’s name, the individual’s job title, the individual’s service date, base annual salary or hourly rate of pay, as applicable, to reflect, as of such date (in the case of clauses (i) through (iv), to the extent they are aware of such circumstances): (i) any Impacted Employee who becomes a Non-Consenting Employee or any Non-Consenting Employee who becomes an Impacted Employee; (ii) any Impacted Employee who becomes a Deselected Employee or any Deselected Employee who becomes an Impacted Employee; (iii) any employment terminations (including terminations for cause, resignations, retirements, and terminations due to death or disability) of any Impacted Employee that was made effective as of or following the date hereof; (iv) corrections of good faith errors or omissions by any Party with respect to any information contained in the OTH or Appendix I, as applicable; and (v) any other changes to the OTH or Appendix I, in each case as agreed to by each Party (the OTH and Appendix I, as so updated and as of 11:59 p.m., Eastern Standard Time on the sixtieth (60th) day following the MatCo Distribution Date (or, as between AgCo and SpecCo, the AgCo Distribution Date), the “Final OTH” and the “Final Appendix I,” respectively). The Final OTH and the Final Appendix I shall be final and binding on the Parties; provided, however, that the Parties shall update the Final OTH and the Final Appendix I2025 target bonus, as applicable, at any incentive compensation other than annual bonus, whether temporary or permanent, full-time or part-time, employing entity, whether such individual is on leave and, if so, anticipated return to work date (if known), vacation/paid time off entitlement and primary working location. The Employee List shall also set forth for each Available U.S. Employee whether such Available U.S. Employee is exempt or non-exempt from the overtime pay requirements of U.S. Fair Labour Standards Act and analogous state wage and hour Laws. Seller shall promptly update the Employee List as necessary prior to Closing to reflect (x) any Delayed Employment employment changes, or to add any immaterial omissions or correct any immaterial errors in the Employee who becomes an employee of the applicable Party or member of its Group pursuant List with respect to this Section 1.02(c) and (y) any LTD 6.9 that come to Seller’s Knowledge, and, in each case, such Employee who is a Heritage Dow Employee or a Heritage DuPont Employee who is able to return to active duty employment and becomes an employee of the applicable Party or member of its Group pursuant to Section 1.02(d)List shall be deemed updated for all purposes hereunder.