Top Tips for Hiring in 2020 - Live Program

March 4, 2020

TW O NORTH LASALLE ST REET SUITE 1700 CHICAGO, ILLINOIS 60602-3801 T (312) 269-8000 F (312) 269-1747

Top Tips for Hiring in 2020: From Offer Letters to Equity Grants March 4, 2020

Patricia S. Cain Neal, Gerber & Eisenberg LLP 312.269.8032 pcain@nge.com

Michael B. Gray Neal, Gerber & Eisenberg LLP 312.269.8086 mgray@nge.com

William J. Tarnow Neal, Gerber & Eisenberg LLP 312.269.8489 wtarnow@nge.com

The contents of these slides should not be construed as legal advice or a legal opinion on any specific fact or circumstance. The slides are intended for general purposes only, and you are urged to consult a lawyer concerning your own situation and any specific legal questions you have. Š Neal, Gerber & Eisenberg LLP 2020

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Today’s Agenda - Hiring Considerations - Offer Letters and Employment Agreements - Restrictive Covenants - Other Illinois Law Considerations

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Background Framework • Unless otherwise agreed, employment is terminable “at-will” - The employment relationship generally ends due to resignation or involuntary termination without any formal agreement

• The majority of employment agreements are unwritten, aside from offer letters and basic new hire documentation - Absent an employment contract for a fixed period, the employer may revise the terms and conditions of employment as desired

• The extent to which formal employment contracts/agreements should be used will depend on a multitude of factors, such as the industry of the business, the existence of confidential information, and the role of the employee, among others.

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Background Framework, cont.

• While we will focus on Illinois law, many of the principles will apply nationwide • Multi-state employers, in particular, must be aware of differences in state law that can affect hiring, onboarding, separation and everything in between o California’s Assembly Bill 5 - Extends employee classification status to many independent contractors, including gigeconomy workers - Sought to clarify a 2018 ruling from the CA Supreme Court - Challenges and amendments are currently pending o

A handful of states will not enforce certain restrictive covenants - California, Oklahoma, North Dakota - Many other states seriously restrict enforceability of such restrictive covenants

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Hiring Considerations

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Artificial Intelligence Video Interview Act Artificial Intelligence Video Interview Act - On August 9, 2019 Governor Pritzker signed the Artificial Intelligence Video Interview Act • Effective as of January 1, 2020 • Applies to recruitment efforts for all positions based in Illinois • No using “artificial intelligence” to evaluate applicants unless: - Applicants are notified » Explain how the technology works » Explain the purpose for the technology - Obtain consent prior to the interview • Restricts employers from “sharing” video interviews • Also requires that all copies of a video interview are destroyed within 30 days of an applicant’s request

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Artificial Intelligence Video Interview Act, cont.

Remaining Questions • Definitions -

“Artificial intelligence analysis” is undefined

-

What constitutes a sufficient explanation as to how the technology works

• Penalties / Damages -

The Act does not specify applicable remedies

-

The Act does not specify how the Act will be enforced o

Private action?

o

Agency enforcement? (if so, what agency?)

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Salary History Salary History (IL- specific) • Covered employers (and employment agencies) may not seek/require/request an applicant’s wages, salary, benefits or other compensation history as part of hiring, from the employee or a current/former employer, as a condition of: -

Being considered (or continuing to be considered) for employment

-

Being interviewed

-

Receiving an offer

• Exceptions: -

Salary history is matter of public record

-

Applicant is a current employee

-

Voluntary disclosure (however, may not consider this prior to an offer)

• Allowable carve-outs: -

May ask applicants about their salary expectations for the role

-

May post salary (or salary range) on the job description

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Offer Letters and Employment Agreements

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Offer Letters Purpose: Set forth the basic terms of the employment relationship – Typically in a letter form – Like any contractual relationship, start with an offer

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Offer Letters, cont.

Provisions to include: - Express “at-will” definition - Preservation of restrictive covenants - Definition of scope of duties

Draft carefully - Disclaimer of any contractual effect - Ensure that any terms of compensation disclaim a right to total compensation upon termination

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Employment Agreements Defines: – Scope of duties • Leave room for amendments - Compensation and benefits - Severance provisions

Recitals: – Reiterate in transition paragraphs – At-will language throughout

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Employment Agreements, cont.

• Consider whether an employment agreement is necessary – For executives / senior management • IL - specific rules

• May be for a fixed term • Generally terminable during the term of the contract period, but only for designated reasons – Typically includes a “for cause” provision – Cover all bases (i.e. death, disability, good reason, change in control, etc.)

• Detail necessity of devoting full time and attention to the role – Carve outs for Boards – Ownership of other entities – Charitable positions

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Employment Agreements Additional Provisions • Intellectual Property – scope and ownership • Confidential Information • Indemnification Provisions • 409A Compliance • Dispute Resolution - Carve-outs for harassment/discrimination under the Workplace Transparency Act

• Choice of Law • Compensation - Do not create a guaranteed “term” - Bonus language should be specific o How/when “earned” o Must be employed at the time of pay out?

- Commission plans o Technical, state-specific requirements for payment schedules o Damages can depend on state law (i.e. Illinois Sales Representative Act, 820 ILCS 120) 15

Additional Considerations Equity Grants - Must be conditioned upon consent of authorized person (Board or Authorized Officer) - Subject to terms of award agreement (include as attachment) and plan document

Stock Options - *most common - Exercise price no less than fair market value on date of grant - Specify whether nonqualified stock option or incentive stock option

Restricted Stock Grant - Most common for startups where stock has little value - Subject to vesting based on time and/or performance - Requires 83(b) election to be taxable upon date of grant

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Additional Considerations Severance • Senior Executives negotiate for severance upon termination without cause or resignation for good reason • Severance is generally paid as part of regular payroll for fixed time • Payment is conditioned upon release • Severance payments may be subject to Section 409A - Must avoid payment based on timing of effectiveness of release - Require that release be signed and not revoked within a specified time following termination (e.g. 60 days).

- If 60 day period would follow within next calendar year, payment is deferred to next year

• COBRA subsidy may be provided, but must be carefully structured

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Restrictive Covenants

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Restrictive Covenants Depending on the scope, can be part of the employment agreement or a separate document entirely Non-Compete

Non-Solicit • Customers • Current Employees

Non-Disclosure

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Restrictive Covenants, cont.

Enforceability Considerations – State of employment – Protectable interests at stake – Geographic scope/time period

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Restrictive Covenants Non-Disclosure Agreements • Protects against disclosure/misuse of trade secrets and other confidential, sensitive and proprietary information - Comparatively easy to enforce

• Enforceability Considerations: - “Confidential Information” is properly defined and narrowly-tailored – Well-established that employees are permitted to use the general skills, knowledge and experience they gain at one employer in subsequent jobs o

There is no legal obligation for “a departing employee to perform a prefrontal lobotomy on himself.” (Fleming Sales Co. v. Bailey, 611 F. Supp. 507, 514 (N.D. Ill. 1985))

- Whistleblower/trade secret carve-out

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Restrictive Covenants Non-Solicit Agreements • Typically restricts: -

Solicitation of customers/clients

-

Solicitation of employees (and independent contractors)

• Less judicial resistance than pure non-competition restrictions, but still scrutinized • Enforcement Considerations – customers/clients • Sufficient protection for the Company - Direct and indirect activities covered?

- Which customers are covered, including actual vs. prospective customers?

- Is there a look-back?

- Doing business with, in the absence of solicitation (“…but the client called me…”)

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Restrictive Covenants Non-Compete Agreements • Prevent employees from accepting competitive employment • Cannot totally prevent an employee from earning a living in his/her chosen profession -

Certain professions may be excluded (i.e. lawyers, doctors in rural areas, psychologists)

• Subject to a good deal of judicial scrutiny; rights and limitations vary state-to-state • Widely used and enforced, despite scrutiny

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Drafting the Agreement: Scope of Restrictions Non-Competition Provisions:

Non-Solicitation of employees:

• “Competitor” and conduct at issue should be well-defined

• Consider a “look-back” period from the date of separation when defining restricted employees

• Limit: 1) geographic scope, 2) restricted activities, 3) length of restriction

Non-Solicitation of customers:

Non-Disclosure provisions:

• Distinctions between “solicitation,” “doing business with,” and “interfering”

• Define “Confidential Information” broadly but specific to the company

• Limit to customers with whom the employee had actual relationship or contact

• Also require return of all property and information – in all forms

• Include a “look-back” period from the date of separation when defining restricted customers

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Restrictive Covenants Miscellaneous Provisions to Consider – A blue-pencil provision allowing court-modification of covenants as needed • Many jurisdictions allow courts to modify (“blue pencil”) overly broad restrictive covenants – Illinois recognizes blue-penciling, up to a point – Wisconsin prohibits blue-penciling – A severability provision for unenforceable terms to be separately removed – A non-waiver provision, so the company reserves rights following a breach – An attorneys’ fees provision allowing the company to recover its fees – Acknowledgment by employee that injunctive relief is (one) proper remedy – Defense of Trade Secrets Act & Whistleblower safe harbor clause – Waiver of bond – Arbitration provision? (Disadvantages)

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Integration with Handbook / Other Policies Restrictive covenants should complement or supplement non-disclosure policies in handbooks • Mirror verbiage in existing policies (i.e. data-integrity policy, communications system policy, privacy policy)

• Ensure that restrictive covenants align with existing policies - No “gray areas” - No potential conflicts - Cover any potential gaps

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Illinois Law Considerations

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Workplace Transparency Act • Prohibits employers from entering into agreements (including arbitration, separation, and employment agreements, as well as handbooks and other policies) that contain non-disclosure and/or non-disparagement clauses for claims of harassment or discrimination • Basic provisions: – Must allow reporting of criminal conduct and “unlawful employment practices” – Must also allow testimony upon court order, subpoena, or written request from an administrative agency or legislature – Carve-out for separation/settlement agreements, if: • Claim pre-existed the agreement • Clause(s) are mutually-agreed upon (confidentiality is mutual; consideration) • 21 days to consider (with right to review by an attorney, in writing) + 7 days to revoke (revocation period can be waived, if “knowingly and voluntarily”)

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Workplace Transparency Act, cont.

• Arbitration Agreements: – Must exclude discrimination and harassment claims (if the only consideration is new/continued employment) – Amends Illinois Uniform Arbitration Act to state that agreements may be void if they fail to comply with the WTA • Interaction with Federal Arbitration Act is unclear

• Exceptions: – Employees who must maintain confidentiality of such claims as part of their job duties (or in their role as a witness and/or investigator) – Does not apply to the terms of a collective bargaining agreement

• Penalties: – An employee who successfully challenges enforceability of a contract (not a handbook/policy) can recover attorney’s fees/costs – What about severability? (severable from an otherwise valid and enforceable contract)

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Illinois Biometric Information Privacy Act • BIPA has a comprehensive set of rules for companies that collect biometric data • 5 key features: 1. Informed consent prior to collection 2. Limited right to disclose data 3. Prohibits profiting from such data 4. Obligations concerning appropriate safeguarding and destruction of data 5. Private right of action with statutory damages and attorney’s fees

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Illinois Biometric Information Privacy Act, cont.

• Maintaining BIPA Compliance: • Obtain written consent from all employees - How is the information captured - How is the information used - How is the information stored - When and how will the information be destroyed - Detail full scope of any disclosures, actual or possible, to third parties

o (i.e. timekeeping companies, building security vendors) • Maintain a written policy - Thoroughly detail how the company retains and destroys this data - Consider detailing who has access to such data and security measures in place

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Questions?

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Patricia S. Cain Partner / Co-Chair

OVERVIEW Patty advises employers on the full spectrum of employee benefit matters, with a particular focus on the design, implementation and administration of broad-based pension and retirement plans, health and other welfare benefit plans, and executive compensation programs. She has extensive experience in assisting employers with unionized and nonunionized workforces. She also represents employers and benefit plans in disputes arising under benefit plans, both in the administrative claims process and in federal court.

She devotes a substantial portion of her practice to addressing numerous situations and transactions that impact her clients’ benefit plans. She counsels employers on how to implement changes to their benefit programs, including participant communications and compliance with legal requirements. When a client is engaged in a merger or acquisition, Patty advises the client on the benefit plan impact of the transaction, including potential costs and risks and the impact of the transaction on the client’s benefit plans. Patty frequently helps employers in obtaining rulings from, and resolving controversies with, the Internal Revenue Service, the Department of Labor and the Pension Benefit Guaranty Corporation.

Patty also advises clients on the selection of an executive compensation program that meets the client’s objectives. This includes implementing equity incentive plans that provide stock grants and/or stock options for corporations and similar equity programs for limited liability companies and partnerships. She also advises clients on phantom equity plans and other compensation programs that may be better suited to a client’s needs.

Clients describe her as “extremely bright and knowledgeable.” Patty uses her exceptional breadth of experience and her active listening skills to provide creative approaches to resolve difficult legal and business problems.

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pcain@nge.com D. (312) 269-8032 F. (312) 429-3545 EDUCATION Northwestern Pritzker School of Law (J.D., 1977), magna cum laude Georgetown University (A.B., 1974), summa cum laude

RELATED SERVICES Business Labor & Employment Employee Benefits & Executive Compensation

EXPERIENCE  Advising an employer on integrating employees from an acquired company into its retirement and benefit plans.  Advising an employer on the restructuring of its retirement benefit program.  Representing key executives in connection with mergers and acquisitions.  Advising employers on compliance with the Affordable Care Act.  Counseling employers on the design and administration of executive compensation plans.

NEWS/EVENTS 02.03.20 Firm News Illinois Super Lawyers 2020 Recognizes 39 Neal Gerber Eisenberg Attorneys 08.15.19 Publication 45 Neal Gerber Eisenberg Attorneys Included in 2020 Best Lawyers 06.11.19 Firm News The Legal 500 USA Recommends Five Neal Gerber Eisenberg Practices and 19 Attorneys in the 2019 Edition 04.25.19 Firm News Neal Gerber Eisenberg Secures 11 Ranked Practice Groups and 20 Recognized Attorneys in the Chambers USA 2019 Edition 01.09.19 Firm News NGE Represents Anzu Partners in Sale of Axsun Technologies to Excelitas Technologies 10.16.18 Publication Client Alert: Employee Benefits Alert 08.15.18 Firm News 45 Neal Gerber Eisenberg Attorneys Included in 2019 Best Lawyers 05.31.18 Firm News The Legal 500 USA Recommends Four Neal Gerber Eisenberg Practices and 16 Attorneys in the 2018 Edition 05.03.18 Firm News Neal Gerber Eisenberg Secures 11 Ranked Practice Groups and 26 Recognized Attorneys in the Chambers USA 2018 Edition 04.19.18 Event Avoiding Personal Liability Under Your Company's Retirement Plan 03.21.18 Publication Client Alert: Employee Benefits Alert

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08.15.17 Firm News 44 Neal Gerber Eisenberg Attorneys Included in 2018 Best Lawyers 06.01.17 Firm News The Legal 500 USA Recommends Four Neal Gerber Eisenberg Practices and 12 Attorneys in the 2017 Edition 05.26.17 Firm News Chambers USA Ranks 11 Neal Gerber Eisenberg Practice Groups and 21 Attorneys in the 2017 Edition

ADMISSIONS Bar Admissions  Illinois  New York

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Michael B. Gray Partner

OVERVIEW Michael concentrates on a variety of complex transactional and corporate governance matters, including mergers and acquisitions, private equity and venture capital investments, intellectual property agreements and the structuring of corporations and partnerships, including limited partnerships and limited liability companies. He is the leader of the firm’s Private Equity, Venture Capital & Growth Companies practice in addition to its Fund Formation & Investment Management practice. Michael primarily represents private equity sponsors, venture capitalists, hedge funds, venture companies, investors in private ventures, executive teams and family offices in their investments. He has extensive experience with fund counseling, including representing general partnerships and limited partnerships in fund formation, advising investors in their fund investments and advising funds on their formation and compliance needs (both onshore and off-shore).

He excels at helping clients evaluate the complex risks associated with their transactions and business operations. Clients appreciate his aptitude for simplifying complicated issues. He is skilled at enabling clients to focus on the long-term financial and business considerations that should drive their decisions.

Michael gained practical business and investment experience as an investor, where he sourced, evaluated and closed venture capital transactions. He developed and built enduring relationships. Michael leverages his direct investment experience to connect people to others within his network to grow their businesses.

A member of the firm’s Executive Committee, he is listed in Chambers USA: America’s Leading Lawyers for Business for Corporate/M&A: Private Equity. Clients cite his investor experience as a major advantage. “He truly understands a lawyer’s role and where his advice can add value to a transaction” and “has an open mind [and he] likes

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mgray@nge.com D. (312) 269-8086 F. (312) 750-6551 EDUCATION Northwestern Pritzker School of Law (J.D., 1992) University of Illinois at UrbanaChampaign (M.S., 1988) University of Chicago (B.A., 1987), with honors

RELATED SERVICES Business Corporate & Securities Fund Formation & Investment Management Mergers & Acquisitions Private Equity & Venture Capital Securities & Capital Markets Cross-Border & International

to try to solve problems instead of indicating why something cannot be done.” In 2016, Michael was the only law firm attorney named to Crain’s Chicago Business’ “Tech 50” list of the most innovative and influential professionals in the Chicago technology industry.

Michael is currently an advisory board member for The Comer Science & Education Foundation and Help for Children’s Committee of Hearts. He is a former member of the Board of Trustees and former Alumni Board President at The Latin School of Chicago and a former trustee of the Renaissance Society at the University of Chicago and the Art Institute of Chicago’s Society for Contemporary Art.

EXPERIENCE Corporate and Securities:  Represented Nelligan Sports Marketing, Inc. in its sale to Learfield Communications, Inc. (a portfolio of Providence Equity)  Represented Model Metrics, Inc. in its sale to Salesforce.com, Inc.  Represented lead investor group in sale of First Allied Securities to Lovell Minnick  Represented buyer of division of eVestment (a portfolio company of Insight Ventures Partners)  Represented buyer in roll-up in the debt collection space  Represented lead investor group in sale of Education Networks of America, Inc. to MSouth Equity Partners, LLC  Represented Center Post, Inc. in sale to West Corporation  Represented lead investor in a $70 million venture financing of a clean tech company and follow on rounds  Represented lead investor in a $22 million financing of a consumer Internet company  Represented lead investor in a $10 million financing of a medical device company  Represented lead investor in a $17 million Series B financing of an Internet technology company  Represented lead investor in a $15 million Series C financing of an Internet technology company  Represented a major co-investor in a private equity syndicate in a $130 million equity financing and subsequent representation as a selling shareholder in the IPO and secondary offerings  Represented co-investor in a $100 million clean tech financing and subsequent rounds  Represented lead investor in a financing of a B-to-B software company

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 Represented a marketing Internet company in a $3 million Series A Round  Represented multiple software companies and health care companies in a Series A rounds and subsequent rounds  Represented e-commerce and retail company in an approximate $4 million financing and restructuring  Represented a medical e-commerce company in a $5 million financing  Represented consumer marketing health care company in a $11.5 million Series A round  Represented multiple start-ups in initial bridge note financings of $500,000 - $3,000,000  Represented multiple CEOs and executives in their compensation and employment packages in private equity and venture backed companies  Represented Backstop Solutions Group, LLC and Backstop Solutions UK, Limited in their acquisition of PerTrac CMS platform from Strategic Financial Solutions and Whittaker & Garnier, Limited  Represented Monroe Securities Holdings, Inc. in its acquisition of Qwickrate of Illinois, LLC  Represented a strategic investor in its creation and execution of an accelerator for strategic businesses

Fund/Investment Management:  Represent hedge funds, private equity funds and real estate funds in their formation  Represent managers at funds in negotiations of their general partner agreements  Represent significant limited partners in their investments and side letters in hedge funds, private equity funds, cross-over funds, pledge funds, real estate funds and venture capital funds  Represent limited partners and general partners in the purchase and sale of limited partnership interests in secondary transactions  Represent investors and general partners in the negotiation of separately managed accounts  Represent limited partners and general partners in the structuring and negotiation of co-investments

NEWS/EVENTS 02.03.20 Firm News Illinois Super Lawyers 2020 Recognizes 39 Neal Gerber Eisenberg Attorneys

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01.28.20 Firm News NGE Represents GLS Capital LLC in $345 Million Debut Fund 08.15.19 Publication 45 Neal Gerber Eisenberg Attorneys Included in 2020 Best Lawyers 06.11.19 Firm News The Legal 500 USA Recommends Five Neal Gerber Eisenberg Practices and 19 Attorneys in the 2019 Edition 05.01.19 Publication Client Alert: SEC Issues Risk Alert Warning of Privacy Issues Identified in Recent Examinations of Registered Investment Advisers and Broker-Dealers 04.25.19 Firm News Neal Gerber Eisenberg Secures 11 Ranked Practice Groups and 20 Recognized Attorneys in the Chambers USA 2019 Edition 09.25.18 In The Media Michael Gray Interview Featured in Entrepreneur 08.15.18 Firm News 45 Neal Gerber Eisenberg Attorneys Included in 2019 Best Lawyers 05.31.18 Firm News The Legal 500 USA Recommends Four Neal Gerber Eisenberg Practices and 16 Attorneys in the 2018 Edition 05.03.18 Firm News Neal Gerber Eisenberg Secures 11 Ranked Practice Groups and 26 Recognized Attorneys in the Chambers USA 2018 Edition 01.05.18 In The Media Michael B. Gray Quoted in Crain's Chicago Business 08.15.17 Firm News 44 Neal Gerber Eisenberg Attorneys Included in 2018 Best Lawyers 06.01.17 Firm News The Legal 500 USA Recommends Four Neal Gerber Eisenberg Practices and 12 Attorneys in the 2017 Edition 05.26.17 Firm News Chambers USA Ranks 11 Neal Gerber Eisenberg Practice Groups and 21 Attorneys in the 2017 Edition 10.15.13 Publication Perils of Using Unregistered Finders in Securities Transactions 08.10.09 Publication IRS Extends Filing Deadlines for Investors in Foreign Funds and Persons with Signature Authority but no Financial Interest in Foreign Accounts

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ADMISSIONS Bar Admissions  Illinois

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William J. Tarnow, II Partner / Chair

OVERVIEW Bill is chair of the firm’s Labor & Employment practice group and a member of the firm’s Executive Committee. He is a litigator who manages employment-related disputes before federal and state courts and administrative agencies throughout the country, and he also serves as a strategic partner to companies and executives concerning the broad spectrum of critical business and employment matters that impact their operations.

Bill’s litigation practice encompasses the full spectrum of employment matters. He litigates and advises clients daily on noncompete and nonsolicitation agreements, trade secrets, breach of fiduciary duty, and breach of contract matters. He also has deep experience counseling on, investigating, and litigating all manner of complaints and claims of discrimination, harassment and retaliation regulated by federal and state counterpart statutes such as Title VII, the Americans with Disabilities Act (ADA), the Age Discrimination in Employment Act (ADEA) and the Family & Medical Leave Act (FMLA). Bill also advises clients on compensation issues, and defends class action cases across the country involving wage & hour and overtime pay claims regulated by state and federal laws.

Clients benefit every day from Bill’s ability to deliver much more than exceptional litigation management and daily counsel in employment matters – he’s also the clients’ trusted general business advisor and the leader of a team of attorneys charged with ensuring clients have effective strategies in place for every facet of their operations.

In addition to serving clients, Bill regularly publishes articles and provides presentations and training on a variety of workplace considerations and strategies, both to individual employers and at conferences, to address employment matters impacting their businesses. He also appears on television and is quoted in print media

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wtarnow@nge.com D. (312) 269-8489 F. (312) 429-3573 EDUCATION University of Illinois College of Law (J.D., 1997), cum laude University of Illinois at UrbanaChampaign (B.A., 1994), with honors

RELATED SERVICES Business Labor & Employment

as a thought leader to provide his views on trending employment issues.

EXPERIENCE Restrictive Covenant, Fiduciary Duty, & Trade Secret Litigation/Counseling:  Defended an individual and his new employer, a $1B+ entity, against claims of theft of confidential information and trade secret misappropriation, as well as alleged violations of employment agreement restrictive covenants  Defended individual owners and newly formed engineering and roofing equipment company against restrictive covenant and trade secret claims by former employer / competitor  Defended an individual to defeat a claim for preliminary injunctive relief based on allegations that he violated his non-compete agreement and stole trade secrets when he obtained employment with a competitor in the development of Brownfield properties  Prosecuted claims against a client’s former division president in the event-planning industry for breach of fiduciary duty and misappropriation of a corporate opportunity  Defended individual accused of forming rival company, diverting corporate opportunities, and raiding employer’s workforce in violation of restrictive covenants, fiduciary duties and trade secret laws, following a $100M+ buy-out  Represented a large cash management advisory firm in lawsuit against former owner/officer, and obtained emergency injunction prohibiting unlawful conduct in violation of the individual’s non-compete and customer non-solicitation obligations  Defended individuals who formed investment bank against former employer’s claims of misappropriation of corporate opportunities and trade secrets  Represented a bakery supply manufacturer to obtain a federal court injunction against sales managers who resigned and violated non-compete and confidentiality agreements by using proprietary pricing and product information for a competitor  Defended employee hired by graphic design company in injunction lawsuit alleging employee’s breach of non-compete and non-disclosure agreement with prior employer  Prosecuted non-compete and trade secret claims against a former employee on behalf of a client which manufactures printed computer circuit boards  Defended a manufacturer of rivets and fasteners against claims for violations of non-compete agreements and misappropriation of trade secrets

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 Represented a client that provided “supercomputers” and related technology services to large financial institutions by obtaining an injunction prohibiting a former executive from soliciting customers in violation of his non-compete agreement and from disclosing trade secret information  Defended clients accused of misappropriating trade secrets and stealing corporate opportunities in connection with the development of an electronic stock exchange

Wage and Hour Litigation: Bill has significant expertise in wage and hour class / collective action litigation. In addition to conducting internal audits and investigations, he has worked with the Department of Labor and has litigated wage claims extensively. Below is a list of representative cases which Bill has defended under the Federal Fair Labor Standards Act (“FLSA”) and/or state-counterpart statutes.  Defense of metal manufacturing and distribution company against FLSA claim alleging improper job classification / exemption, and resulting failure to pay overtime. Obtained immediate dismissal of case prior to either discovery proceedings or attempt to add of plaintiff-class members  Defense of company (including certain corporate officers) with 100+ retail stores, in class action litigation alleging improper employee classification of assistant and store managers, improper work-hour calculations and failure to pay overtime, and improper calculation of wages and overtime amounts in connection with bonus and commission payments. The defense has resulted in the dismissal of statecounterpart claims, eliminated various elements of the alleged class action relief, and successfully contested and dramatically reduced the scope of the proposed class  Defense of national service company regarding alleged FLSA and state-counterpart overtime violations.

Assertion of counterclaims against employee based upon falsification of time-sheets and false claim for alleged overtime  Defense of claim by former employee against landscaping company alleging violations of the FLSA and the Illinois Minimum Wage law. Immediate resolution prior to discovery or class action petition  Defense of company against class action claims alleging failure to pay in excess of $1M owing to in-home countertop installers based on purported miscalculation of travel and overtime wages. Eliminated request for class action relief and achieved immediate dismissal of claims  Defense of chain of pizzerias against class action complaint alleging miscalculation and/or underpayment of wages, tips and bonus amounts, and failure to pay wages for all hours worked and/or overtime.

Defense of plaintiffs’ claim for joint-employer status and joint liability between licensor and licensee, and obtained resulting dismissal of claims  Defense of company and company officials against claims by commissioned salespersons seeking in excess of $1M under company commission-payment plan. Following extensive discovery and motion practice,

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obtained summary judgment and dismissal of all claims, resulting in seminal Federal Court decision governing the application of company commission and bonus plans, which enforced the employer’s ability to reduce – or refuse to make – such payments within its sole and absolute discretion, pursuant to applicable plan provisions. Weyant v. Vertical Network, Inc. / Maxwell v. Vertical Network., Inc., et al., Case Nos. 03 C 2414 & 03 C 05717, United States District Court for the Northern District of Illinois (2005)

NEWS/EVENTS 02.26.20 Publication EEOC Ends Collection of Component 2 "Pay Data" Reports 02.03.20 Firm News Illinois Super Lawyers 2020 Recognizes 39 Neal Gerber Eisenberg Attorneys 09.25.19 Publication Client Alert: U.S. Department of Labor Raises the Minimum Salary Level for Overtime Exemptions 07.18.19 Publication Client Alert: EEOC Requires 2017 and 2018 Component 2 Pay Data by September 30 04.25.19 Firm News Neal Gerber Eisenberg Secures 11 Ranked Practice Groups and 20 Recognized Attorneys in the Chambers USA 2019 Edition 07.05.18 In The Media William Tarnow Quoted in Chicago Tribune 06.06.18 Event Employment Law Conference 05.22.18 Event It’s a Matter of Law – Wage and Hour Implications for Caregivers 05.03.18 Firm News Neal Gerber Eisenberg Secures 11 Ranked Practice Groups and 26 Recognized Attorneys in the Chambers USA 2018 Edition 03.14.18 Event Legal Update: Legal Challenges and Real Opportunities for HR Leaders in the #MeToo Era 02.15.18 Publication Client Alert: Employers Take Note: Federal Agencies Issue Wage & Hour and Retaliation Guidance 12.18.17 In The Media William J. Tarnow Interviewed on WTTW's Chicago Tonight 09.21.17 In The Media Jason C. Kim and William J. Tarnow Quoted in Home Health Care News

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06.30.17 Publication Client Alert: Chicago and Cook County Paid Sick Leave Laws Go Into Effect July 1: Are You Ready?

10.24.12 Publication Is Continued Employment Enough to Uphold Invention Assignment Agreements?

ADMISSIONS Bar Admissions  Illinois

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