CLOSING DATE WILL, IF AGGREGATED WITH ACTIONS THAT MAY BE TAKEN BY MEDQUIST OR
ITS AFFILIATES AFTER THE CLOSING DATE, REQUIRE THE PROVISION OF NOTICE OR
PAYMENT IN LIEU OF NOTICE (WHETHER UNDER WARN OR OTHERWISE) TO ANY NORTH
AMERICAN EMPLOYEES OR NORTH AMERICAN TRANSFERRED EMPLOYEES.
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(D)
EFFECTIVE UPON THE CLOSING DATE, EACH OF THE SELLERS HEREBY
WAIVES, FOR THE BENEFIT OF MEDQUIST AND ITS AFFILIATES, ANY AND ALL RESTRICTIONS
IN ANY U.S. BENEFIT PLAN, FOREIGN BENEFIT PLAN OR CONTRACT RELATING TO (I)
NON-COMPETITION WITH ANY SPHERIS ENTITY OR (II) MAINTENANCE OF CONFIDENTIALITY
OF ANY INFORMATION FOR THE BENEFIT OF ANY SPHERIS ENTITY, IN EACH CASE, WITH OR
COVERING ANY NORTH AMERICAN TRANSFERRED EMPLOYEE.
(E)
FOR PURPOSES OF ANNUAL VACATION ENTITLEMENT UNDER MEDQUIST'S
VACATION PLANS AND POLICIES, AND SUBJECT TO THE TERMS OF SUCH VACATION PLANS AND
POLICIES, EACH NORTH AMERICAN TRANSFERRED EMPLOYEE SHALL BE CREDITED WITH HIS OR
HER YEARS OF SERVICE WITH THE SELLERS BEFORE THE CLOSING DATE, TO THE SAME
EXTENT AS SUCH NORTH AMERICAN TRANSFERRED EMPLOYEE WAS ENTITLED, BEFORE THE
CLOSING DATE, TO SUCH SERVICE CREDIT, AND THE NORTH AMERICAN TRANSFERRED
EMPLOYEES SHALL BE TREATED NO LESS FAVORABLY THAN SIMILARLY SITUATED MEDQUIST
EMPLOYEES FOR PURPOSES OF SCHEDULING AND USE OF VACATION DAYS.
IN ADDITION,
MEDQUIST SHALL GRANT ALL NORTH AMERICAN TRANSFERRED EMPLOYEES CREDIT AFTER THE
CLOSING DATE FOR ALL SERVICE WITH ANY OF THE SELLERS FOR PURPOSES OF
PARTICIPATION AND VESTING UNDER ANY EMPLOYEE BENEFIT OR COMPENSATION PLANS,
PROGRAMS, AGREEMENTS OR ARRANGEMENTS MAINTAINED BY MEDQUIST OR ANY OF ITS
AFFILIATES FOR THE BENEFIT OF SUCH NORTH AMERICAN TRANSFERRED EMPLOYEES (THE
"PURCHASER BENEFIT PLANS"); PROVIDED THAT THE FOREGOING SHALL NOT APPLY (I) WITH
RESPECT TO BENEFIT ACCRUAL UNDER ANY DEFINED BENEFIT PENSION PLAN, (II) FOR
PURPOSES OF ANY PURCHASER BENEFIT PLAN UNDER WHICH SIMILARLY-SITUATED EMPLOYEES
OF MEDQUIST AND ITS AFFILIATES DO NOT RECEIVE CREDIT FOR PRIOR SERVICE, (III)
FOR PURPOSES OF ANY PURCHASER BENEFIT PLAN THAT IS GRANDFATHERED OR FROZEN,
EITHER WITH RESPECT TO LEVEL OF BENEFITS OR PARTICIPATION, (IV) FOR PURPOSES OF
LEVEL OF SEVERANCE PAYMENTS OR BENEFITS UNDER ANY PURCHASER BENEFIT PLAN OR (V)
TO THE EXTENT THAT ITS APPLICATION WOULD RESULT IN A DUPLICATION OF BENEFITS
WITH RESPECT TO THE SAME PERIOD OF SERVICE.
THE PURCHASER AGREES TO ASSUME ALL
LIABILITIES RELATING TO UNUSED VACATION TIME AND PAID TIME OFF ACCRUED BY THE
SELLERS AS OF THE CLOSING DATE AS PROVIDED UNDER THE SELLER'S APPLICABLE
VACATION AND PAID TIME OFF POLICIES, INCLUDING WITH RESPECT TO ANY PERSON THAT
IS NOT A NORTH AMERICAN TRANSFERRED EMPLOYEE (SUCH UNUSED TIME BEING REFERRED TO
COLLECTIVELY AS, THE "ASSUMED PTO LIABILITIES").
(F)
SUBJECT TO APPLICABLE LAWS, THE SELLERS SHALL COOPERATE WITH MEDQUIST
AND SHALL PERMIT MEDQUIST AND/OR, AS APPLICABLE, ONE OR MORE MEDQUIST DESIGNEES
A REASONABLE PERIOD DURING NORMAL BUSINESS HOURS PRIOR TO THE CLOSING DATE, (I)
TO MEET WITH NORTH AMERICAN EMPLOYEES AT SUCH TIMES AS MEDQUIST OR A MEDQUIST
DESIGNEE SHALL REASONABLY REQUEST, (II) TO SPEAK WITH SUCH NORTH AMERICAN
EMPLOYEES' MANAGERS AND SUPERVISORS