BE
INTERFERING WITH SUCH RELATIONSHIP IF IT HIRES A FORMER EMPLOYEE OF THE OTHER
PARTY WHO HAS BEEN TERMINATED BY THE OTHER PARTY OR HAS RESIGNED FROM THE
EMPLOYMENT OF SUCH OTHER PARTY AND THE PROVISIONS OF CLAUSE (I) HEREOF HAVE NOT
BEEN VIOLATED BY THE HIRING PARTY), OR (III) EMPLOY, OR OTHERWISE ENGAGE AS AN
EMPLOYEE, INDEPENDENT CONTRACTOR OR OTHERWISE, ANY EMPLOYEE OF THE OTHER PARTY
(UNLESS SUCH EMPLOYMENT IS SOLICITED BY THE EMPLOYEE IN RESPONSE TO A GENERAL
SOLICITATION OF APPLICATIONS FOR EMPLOYMENT).
FOR PURPOSES OF THIS
SECTION 5.15, EMPLOYEES OF SEA COAST IMMEDIATELY PRIOR TO THE CLOSING SHALL BE
DEEMED TO BE EMPLOYEES OF BUYER AND ITS AFFILIATES AND NOT EMPLOYEES OF SELLER
AND ITS AFFILIATES.
(B)
FOR A PERIOD OF AT LEAST TWELVE MONTHS AFTER THE CLOSING,
BUYER SHALL PROVIDE, OR CAUSE SEA COAST OR AN AFFILIATE OF BUYER TO PROVIDE, ALL
RETAINED EMPLOYEES OF SEA COAST IN CONNECTION WITH THEIR SERVICE AS EMPLOYEES OF
SEA COAST AFTER THE CLOSING (OR OF BUYER OR ITS AFFILIATES), EMPLOYEE BENEFITS
THAT ARE SUBSTANTIALLY SIMILAR IN THE AGGREGATE TO THE EMPLOYEE BENEFITS THAT
ARE PROVIDED TO SIMILARLY SITUATED EMPLOYEES OF BUYER AND ITS AFFILIATES OR, TO
THE EXTENT LESS FAVORABLE, THE EMPLOYEE BENEFITS PROVIDED TO EMPLOYEES OF SEA
COAST IMMEDIATELY PRIOR TO THE CLOSING DATE.
BUYER SHALL CREDIT OR CONTINUE TO
CREDIT OR CAUSE SEA COAST TO CREDIT AND CONTINUE TO CREDIT SUCH EMPLOYEES FOR
ALL SERVICE WITH SEA COAST PRIOR TO THE CLOSING DATE FOR ELIGIBILITY PURPOSES
UNDER SUCH BENEFIT PLANS AND FOR ANY OTHER PURPOSE TO THE EXTENT REQUIRED BY
LAW.
(C)
PRIOR TO THE CLOSING DATE, SEA COAST SHALL TERMINATE
PARTICIPATION IN EACH OF THE PLANS AND AGREEMENTS SET FORTH ON
SCHEDULE 5.15(C) (THE "TERMINATED PLANS"), AND SALTCHUK SHALL TAKE ALL ACTIONS
REASONABLY NECESSARY TO ENSURE THAT ALL LIABILITIES ARISING UNDER THE TERMINATED
PLANS ARE EITHER SATISFIED PRIOR TO THE CLOSING OR ASSUMED BY SALTCHUK OR
ANOTHER AFFILIATE.
EACH "PHANTOM STOCK PLAN" OR SIMILAR ARRANGEMENT WHICH HAS
BEEN COMMUNICATED ORALLY OR IN WRITING TO ANY SEA COAST EMPLOYEE SHALL BE
TERMINATED WITH RESPECT TO SUCH SEA COAST EMPLOYEE PRIOR TO THE CLOSING DATE,
AND SALTCHUK SHALL PAY EACH SUCH EMPLOYEE A CASH PAYMENT
(WHICH MAY BE MADE IN
ONE OR MORE INSTALLMENTS) IN EXCHANGE FOR EXECUTION OF A RELEASE OF CLAIMS
AGAINST SEA COAST, BUYER AND THEIR AFFILIATES IN THE FORM ATTACHED HERETO AS
EXHIBIT C.
(D)
PRIOR TO THE CLOSING DATE, SEA COAST SHALL PAY RETENTION
BONUSES TO THE EMPLOYEES OF SEA COAST SET FORTH ON SCHEDULE 5.15(D)(1) IN AN
AGGREGATE AMOUNT NOT TO EXCEED $170,000 AND SHALL MAKE ANY CHANGE-IN-CONTROL,
SEVERANCE OR SIMILAR PAYMENTS TO THE PERSONS SET FORTH SCHEDULE 5.15(D)(2) THAT
WOULD RESULT FROM THE SALE OF THE CAPITAL STOCK OF SEA COAST, AND NONE OF SEA
COAST, BUYER OR BUYER'S AFFILIATES SHALL HAVE ANY RESPONSIBILITY OR LIABILITY
THEREFOR FROM AND AFTER THE CLOSING.
IN CONNECTION WITH MAKING THE PAYMENTS SET
FORTH IN
33
SCHEDULE 5.15(D)(2), SEA COAST SHALL OBTAIN RELEASES FROM