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DUE DILIGENCE CHECKLIST

HUMAN ASSET MANAGEMENT


(Please provide data on the following topics)

BUSINESS OVERVIEW
Business
♦ Major competitors
♦ Major customers
♦ Copy of Annual Report , if available
♦ Revenue and income summary
♦ Balance Sheet
♦ Major challenges facing the company

Major Competitors for People


♦ Local
♦ Regional
♦ National
♦ Former key employees who may represent a threat to retention

Organizational Structure
♦ Organizational chart
♦ Policies Manual

EMPLOYEES
Current Work Force
♦ Total Number of Employees
♦ Full-time
♦ Part-time
♦ Average Age
♦ Average Service
♦ EEO-1 reports
♦ Contractors/Service Providers
♦ Is a standard Contractor/Consultant agreement in place?

Union Status
All collective bargaining agreements to which the company is or has ever been a party, and a list of:
♦ Pending or threatened applications for certification of collective bargaining units;
♦ Pending or threatened complaint regarding unfair labor practices;
♦ Past, pending, threatened or existing primary or secondary strike, boycott, slowdown, picketing, work
stoppage, labor arbitration, or proceeding, or other labor dispute; or
♦ Past, pending, threatened or existing lockout.
Employee Roster (to include terminated employees for past 12 months)
♦ Name
♦ Job title
♦ Level (grade)
♦ Annual salary
♦ Bonus participation for the current year
♦ Sales commission for the current year
♦ Stock Options for the current year
♦ Other cash payments for the current year
♦ Race
♦ Gender
♦ Birthdate
♦ Hire date
♦ Job Type (Mgmt, Development, HR, Fin, Service, Ops.)
♦ Vacation accrual
♦ Vacation eligibility if other than by policy

Immigration
♦ Current cases in progress with status
♦ Outside legal advisor
♦ Status of I-9 forms (percentage complete on file). List employees whose I-9’s are not on file.

Senior Management Team


♦ Sr. Management Structure
♦ Resumes
♦ Total Compensation Summary for current year & previous year, including stock options
♦ Retention incentives and/or bonuses associated with the sale of the company

Human Resources Department


♦ Department structure.
♦ List locations with HR presence on-site.
♦ Current responsibilities
♦ Resumes

EMPLOYEE RELATIONS
Policies
♦ Copy of all policies and handbooks including information published on their intranet
♦ HR Policies
♦ Finance Policies, including Travel and Expense
♦ Employee Handbook
♦ Manager’s Handbook
♦ Confidentiality, non-disclosure agreements, non-compete agreements, development agreements,
non-solicitation agreements
♦ Affirmative Action Policy and most recent Plan

Performance Management
♦ Copy of process and form
♦ Percentage of usage by department
Litigation
♦ Current Equal Employment /Discrimination/Sexual Harassment or similar claims
♦ Status of each
♦ Investigating Agency (s)
♦ History of complaints
♦ Settlement costs
♦ Case-by-case summary for past 2 years
♦ Contact information of outside legal counsel
♦ Status of all company initiated terminations for the past 12 months
♦ Potential actions

Labor Law/Equal Employment


♦ State/federal audits
♦ Current pending claims
♦ Prior claims (past 12 months)
♦ Investigating Agency (s)
♦ Issue (s)
♦ Results
♦ Costs Incurred

WORK HOURS AND PAID TIME-OFF


Work Hours
♦ Overtime Policy. Annual cost as a percentage of total payroll.
♦ Paid time-off Policy (Sick, vacation, holidays, personal days)
♦ Compensatory Time-off Policy or practice

Holidays Policy
♦ Schedule of holidays

Vacation and Sick Policies


♦ Eligibility
♦ Carry over provisions
♦ Pay out options

Leave of Absence Policy


♦ List employees currently on LOA and disability with status
♦ Usage of short and long term disability for the past two years

Reductions In Force
♦ History
♦ How many people impacted by reductions in last two years?
♦ Severance Policy
♦ Schedule and terms
♦ Selection factors for RIF

Employee Opinion Survey


♦ Most recent survey
♦ Feedback, action, resolution
COMPENSATION
Philosophy / Structure
♦ Documented compensation structure
♦ Written Compensation Manual
♦ Deferred compensation plan. Administrator. Most recent report
♦ Identify all Employment Contracts and / or Consulting agreements, oral or written
♦ Examples of Offer Letters used in employment
♦ Salary and benefits continuation agreements
♦ Change in Control provisions (in stock option agreements, in executive contracts, in any other
agreements, such as non-disclosure, non-compete, or development)
♦ Is there a standard agreement for Independent Contractors or Consultants?

Job Descriptions
♦ Formal job descriptions/profiles - copies

Pay Administration Practices


♦ Describe major salary administration programs and practices, including guidelines for
Merit increases
Promotion increases
♦ Other compensation programs currently in place
Performance Bonus and/or Management Incentive Programs
Retention Bonus Programs
Stock Options/Stock Purchase Programs
Other

Annual Performance Bonuses


♦ Average payout for the last two years
♦ Average percentage of Salary by level
♦ Deferral options
♦ Current measurement goals
♦ Bonus commitments communicated to employees
♦ Provisions for changing the goals or the Plan

Stock Options
♦ Total number granted / available
♦ Percentage of the population that is participating and typical award frequency
♦ Average number of shares per employee (by level)

Sales Compensation Program


♦ Plan documentation
♦ Average earnings
♦ Current obligations

Executive Compensation & Perquisites


♦ Are there any agreements providing “golden parachute" payments?
♦ Bonus opportunity and current obligations
♦ Executive Deferral Plans
♦ Retirement plans
♦ Stock options
♦ Key Employee insurance
♦ Other perqs
Special Issues
♦ Are there any written employment agreements between the company and any of its executives or other
managers who are not actively employed?
♦ Stock options with change of control provisions
♦ Retention agreements (bonuses) directly between the investors and the executives
♦ Guaranteed severance agreements for existing employees
♦ Any loans outstanding to executives or employees, current or inactive or to any director of the
corporation
♦ Outstanding compensation or stock owed Board of Director members

EMPLOYMENT
Application Form
♦ Copy of Application Form

New Employee Orientation


♦ New hire paperwork forms
♦ Inventions Agreement
♦ I-9 forms and completion percentage

Turnover Statistics
♦ Past 2 years by department and job level.
♦ Separate voluntary and involuntary
♦ Specify any key employee or manager who has recently left and might represent a threat of further
employee turnover. Specify the organizations these people have joined.
♦ Any legal action taken by the company to prevent turnover

Recruiting Statistics
♦ Hires over the past 12 months with source and cost
♦ Acceptance rate of offers
♦ Written agreements with suppliers

ADMINISTRATION

♦ List all service agreements for Human Resource related services.


♦ Review typical employee file
♦ HRIS system, vendor, and typical data retained
♦ ASP providers

Payroll
♦ Pay schedule
♦ Payroll vendor
♦ Ever miss a payroll deadline in part or as a whole?

Worker's Comp Insurance


♦ Current claims
♦ Vendor/Provider
♦ Claims history for the past 2 years

BENEFITS OVERVIEW
Provide all employee communications including
♦ Employee Handbook
♦ Orientation paperwork
♦ Announcement memos
♦ Employee summaries
List of all employee benefit plans including:
♦ All pension, profit sharing, thrift plans or other retirement plans
♦ Deferred compensation,
♦ Stock ownership and / or stock purchase plans
♦ Group disability (long and short term), AD&D, and sick pay programs
♦ Life insurance and death benefit plans
♦ Health insurance plans
♦ Dental plans
♦ Vision plans
♦ Prescription plans
♦ Any multi-employer pension or welfare plans
♦ Any plans or arrangements to provide benefits to current or future retirees or terminees
♦ Any individual employee health, disability or life insurance contract on which the company pays all or
any portion of the premium, whether or not the company is the owner or beneficiary
♦ Other

For Each Plan Obtain


♦ Vendors
♦ Summary Plan Descriptions
♦ Amendments
♦ Plan options
♦ Enrollment periods and eligibility
♦ Premiums
♦ Cost share – Company / EE
♦ Deductibles
♦ Most recent contract date
♦ Cancellation/notice provisions
♦ Annual administrative cost
♦ Actuarial reports
♦ Audit reports
♦ Copies of any reports filed with government bodies (e.g., 5500’s)

Defined Benefit Pension Plan


♦ Type
♦ Vendor/Administrator
♦ Eligibility
♦ Vesting
♦ Benefit formula(s) (if applicable)
♦ Eligible earnings
♦ Normal retirement age
♦ Early retirement provision
♦ Min. service to retire
♦ Min/max benefits payable
♦ Actuarial Reports
♦ Audit reports
♦ Current and potential liabilities
♦ Method of calculating withdrawal liability
♦ Funding report
♦ Documentation
♦ Cost share with employee

401(k) Plan
♦ Loan provision and status
♦ Fund selections and performance over the past year
♦ Any unused forfeiture accounts?
DOCUMENTATION REQUEST LIST SUMMARY
Compensation Documents (documents summarizing the company’s compensation philosophy and structure to include executive
compensation, sales compensation, and detailed description of any deferred compensation systems in place and the employees affec
such deferred compensation)
Legal Compliance Reports (EEO-1, OSHA, AA Plan, 5500’s, etc.)
Employee Agreements (including change in control agreements, golden parachute agreements, non-competes, confidentiality agreem
etc.)
Employee Complaints and Claims (copies of records pertaining to any legal claim filed by any employee within the last 2 yrs and co
any documentation reflecting litigation or threatened litigation by employees)
Employee Handbook
Employee Retention Documentation ( to include copies of any documents explaining any employee retention compensation program
Employee Roster for each employee in the last 12 months (title, DOB, DOH, salary, etc.)
Government filings (copies of records filed with any government agencies)
Immigration forms (copies of the form and any supporting documentation)
Independent Contractor Agreements (copies of any agreements with third parties to provide services to company)
Insurance information (copies of life, disability, health, and any other benefit policies). Provide information concerning premiums,
deductibles, contract date, cancellation/notice provisions, plan documentation, cost share between company and employee.
Long-term & Short-term disability plan and recipient list
Senior Manager Profile Documentation (resumes, and other documentation reflecting years of service, education, prior experience,
management experience, and responsibilities)
Memos written to “All Employees” in the past 6 months
Multi-employer relationships (summarize any relationship with other entities or employers relative to the provision of benefits,
compensation, or administrative support)
Discretionary benefit and/or compensation plans (all related documentation on any other benefits/perqs.)
Organizational Chart
Payroll (summary of payroll system, including paydays, vendor, etc.)
Policies (Equal Employment, Sexual Harassment, Leave of Absence, Disability, drug testing, etc.)
Promissory Notes (copies of any promissory notes executed by employees or other similar contractual obligations)
Pension & 401(k) plans (copies of plan documentation, actuarial reports and any documents not specifically requested elsewhere)
Severance Plans and Agreements (copies of all plans and separation agreements entered with employees in the last 12 months)
Stock Options and/or Stock Purchase – Plan Documents, Allocations by individual for past 2 years
Union related documentation (petition, collective bargaining, contracts, disputes)
Vendor Contracts and/or agreements (including any agreements with third parties for administering employee benefits)
Visa/Work Permit Documentation (I-9 summary)
Web based documents relating to policies