AND BENEFITS BEING PROVIDED TO
BUSINESS EMPLOYEES AS OF THE DATE OF THIS AGREEMENT; PROVIDED, HOWEVER, THAT
NOTHING HEREIN SHALL PROHIBIT THE PURCHASER FROM REPLACING ANY SUCH EXISTING
EMPLOYEE PLAN OR EMPLOYEE BENEFIT ARRANGEMENT WITH A PLAN, POLICY, PROGRAM OR
ARRANGEMENT WHICH PROVIDE SUCH BUSINESS EMPLOYEES WITH BENEFITS THAT ARE IN THE
AGGREGATE SUBSTANTIALLY COMPARABLE TO AND NO LESS FAVORABLE THAN THE BENEFITS
THAT WOULD HAVE BEEN PROVIDED UNDER SUCH EXISTING EMPLOYEE PLAN OR EMPLOYEE
BENEFIT ARRANGEMENT.
(D)
THE PURCHASER SHALL CAUSE F&H LLC TO PROVIDE SEVERANCE
COMPENSATION TO EMPLOYEES INVOLUNTARILY TERMINATED DURING THE TWELVE (12)-MONTH
PERIOD COMMENCING AT THE CLOSING DATE IN ACCORDANCE WITH A SEVERANCE POLICY
REASONABLY ACCEPTABLE TO THE SELLERS, THE PRINCIPAL TERMS OF WHICH ARE SET FORTH
ON EXHIBIT 5.8 ATTACHED HERETO.
(E)
WITHOUT LIMITING THE GENERALITY OF SECTION 5.8(B), WITH RESPECT TO
ANY EMPLOYEE BENEFIT PLAN, POLICY, PROGRAM OR ARRANGEMENT AS MAY BE MAINTAINED
FOR BUSINESS EMPLOYEES FROM TIME TO TIME FOLLOWING THE CLOSING DATE BY PURCHASER
AND/OR F&H LLC (INCLUDING PLANS, POLICIES, PROGRAMS OR ARRANGEMENTS PROVIDING
SEVERANCE BENEFITS AND VACATION ENTITLEMENT), SERVICE BY SUCH BUSINESS EMPLOYEES
PERFORMED FOR F&H LLC AND/OR THE COMPANY PRIOR TO CLOSING SHALL BE TREATED AS
SERVICE WITH THE PURCHASER OR F&H LLC, AS THE CASE MAY BE, FOR PURPOSES OF
DETERMINING ELIGIBILITY TO PARTICIPATE AND VESTING.
SUCH SERVICE ALSO SHALL
APPLY FOR PURPOSES OF SATISFYING ANY WAITING PERIODS, EVIDENCE OF INSURABILITY
REQUIREMENTS, OR THE APPLICATION OF ANY PREEXISTING CONDITION LIMITATIONS.
THE
PURCHASER SHALL ALSO HONOR, OR CAUSE F&H LLC TO HONOR, ALL VACATION, PERSONAL
AND SICK DAYS ACCRUED BY THE BUSINESS EMPLOYEES UNDER THE EMPLOYEE PLANS AND
EMPLOYEE BENEFIT ARRANGEMENTS IMMEDIATELY PRIOR TO THE CLOSING DATE, TO THE
EXTENT RESERVED AGAINST THE FINANCIAL STATEMENTS.
(F)
WITHOUT LIMITING THE GENERALITY OF SECTION 5.8(B), THE PURCHASER
SHALL CAUSE F&H LLC TO HONOR, IN ACCORDANCE WITH THEIR TERMS, AND SHALL, OR
SHALL CAUSE F&H LLC TO, MAKE REQUIRED PAYMENTS WHEN DUE UNDER, ALL EMPLOYEE
PLANS AND EMPLOYEE BENEFIT ARRANGEMENTS MAINTAINED OR CONTRIBUTED TO BY F&H LLC
OR TO WHICH F&H LLC IS A PARTY (INCLUDING EMPLOYMENT, INCENTIVE AND SEVERANCE
AGREEMENTS AND ARRANGEMENTS), THAT ARE APPLICABLE WITH RESPECT TO ANY BUSINESS
EMPLOYEE OR ANY DIRECTOR OF THE COMPANY OR MANAGER OF F&H LLC (WHETHER CURRENT,
FORMER OR RETIRED) OR THEIR BENEFICIARIES; PROVIDED, HOWEVER, THAT THE FOREGOING
SHALL NOT PRECLUDE THE PURCHASER OR F&H LLC FROM AMENDING OR TERMINATING ANY
EMPLOYEE PLAN OR EMPLOYEE BENEFIT ARRANGEMENT IN ACCORDANCE WITH ITS TERMS.
5.9
RECORD RETENTION.
THE PARTIES AGREE THAT FOR A PERIOD OF SEVEN
(7) YEARS AFTER THE CLOSING DATE, OR FOR A LONGER PERIOD IF REQUIRED BY LAW,
WITHOUT THE PRIOR WRITTEN CONSENT OF THE SELLERS (WHICH CONSENT SHALL NOT BE
UNREASONABLY WITHHELD OR DELAYED), NEITHER THE PURCHASER NOR ANY OF ITS
AFFILIATES SHALL DISPOSE OF OR DESTROY ANY OF THE BOOKS AND RECORDS PURCHASED
HEREUNDER WHICH MAY BE RELEVANT TO ANY LEGAL, REGULATORY OR TAX AUDIT,
INVESTIGATION, INQUIRY OR REQUIREMENT OF ANY OF THE SELLERS WITHOUT FIRST
OFFERING SUCH RECORDS TO THE SELLERS.