THE BUYERS SHALL BE
LIABLE FOR AND PAY IN CASH AN AMOUNT EQUAL TO SUCH ACCRUED VACATION TIME TO ANY
TRANSFERRED EMPLOYEE WHOSE EMPLOYMENT TERMINATES FOR ANY REASON SUBSEQUENT TO
CLOSING.
(L)
SEVERANCE.
THE BUYERS SHALL PROVIDE
SEVERANCE BENEFITS TO THE TRANSFERRED EMPLOYEES WHO ARE TERMINATED BY THE BUYERS
AFTER THE CLOSING FOR REASONS OTHER THAN FOR CAUSE OR SERIOUS INDIVIDUAL
MISCONDUCT, WHICH SEVERANCE BENEFITS SHALL BE AT LEAST AS FAVORABLE AS THOSE
PROVIDED BY THE SELLERS IMMEDIATELY PRIOR TO THE CLOSING.
THE SEVERANCE POLICY
OF THE SELLERS IS, AND HAS BEEN SINCE FEBRUARY 2002, TO PROVIDE ANY EMPLOYEE
(OTHER THAN THE TUPE EMPLOYEES AND THE PARTHENON LTD. EMPLOYEES) WHOSE
EMPLOYMENT IS TERMINATED FOR REASONS OTHER THAN FOR CAUSE WITH ONE WEEK PAY FOR
EACH COMPLETED YEAR OF SERVICE; PROVIDED, THAT THE MINIMUM SEVERANCE PAID TO ANY
SUCH EMPLOYEE IS EQUAL TO TWO WEEKS PAY AND THE MAXIMUM SEVERANCE PAID TO ANY
SUCH EMPLOYEE SHALL BE EQUAL TO TWENTY-SIX WEEKS PAY.
(M)
SERVICE CREDIT.
WITH RESPECT TO THE
TRANSFERRED EMPLOYEES, THE BUYERS SHALL RECOGNIZE ALL SERVICE WITH THE SELLERS
AND PARTHENON LTD. FOR PURPOSES OF ELIGIBILITY AND VESTING UNDER THE BENEFIT
PLANS AND SEVERANCE POLICY PROVIDED BY THE BUYERS FOR THE BENEFIT OF TRANSFERRED
EMPLOYEES ON OR AFTER THE CLOSING TO THE EXTENT PERMITTED BY LAW AND THE BUYERS'
BENEFITS PLANS.
(N)
WARN ACT.
THE BUYERS AGREE TO PROVIDE ANY
REQUIRED NOTICE UNDER THE WORKER ADJUSTMENT AND RETRAINING NOTIFICATION ACT AND
ANY OTHER APPLICABLE LAW ("WARN") AND TO OTHERWISE COMPLY WITH ANY SUCH STATUTE
WITH RESPECT TO ANY "PLANT CLOSING" OR "MASS LAYOFF" (AS DEFINED IN WARN) OR
SIMILAR EVENT AFFECTING TRANSFERRED EMPLOYEES AND OCCURRING ON OR AFTER THE
CLOSING OR ARISING AS A RESULT OF THE TRANSACTIONS CONTEMPLATED HEREBY.
THE
SELLERS SHALL BE EXCLUSIVELY RESPONSIBLE FOR ANY WARN OBLIGATIONS THAT ARISE
FROM TERMINATIONS OCCURRING PRIOR TO THE CLOSING, AND THE SELLERS REPRESENT THAT
THEY HAVE NOT AND WILL NOT EFFECT ANY LAYOFFS IN THE 90 DAYS PRIOR TO THE
CLOSING THAT WILL BE SUBJECT TO AGGREGATION WITH ANY LAYOFFS THAT MAY BE
EFFECTED BY THE BUYERS SUBJECT TO THE TERMS OF WARN, OTHER THAN IN THE ORDINARY
COURSE OF BUSINESS (AND EXCLUDING OUT OF THE ORDINARY COURSE ECONOMIC LAYOFFS).
(O)
COBRA.
TO THE EXTENT PRACTICAL, THE BUYERS
AGREE TO PROVIDE EACH "M&A QUALIFIED BENEFICIARY" (WITHIN THE MEANING OF
TREASURY REGULATION SECTION 54.49808-9) WITH ANY NOTICE REQUIRED IN CONNECTION
WITH THE TRANSACTIONS CONTEMPLATED HEREBY UNDER THE CONSOLIDATED
32
OMNIBUS BUDGET RECONCILIATION ACT OF 1985, AS AMENDED ("COBRA"), AND TO PROVIDE
CONTINUATION COVERAGE UNDER COBRA WITH RESPECT TO EACH M&A QUALIFIED
BENEFICIARY.
(P)
NO RIGHTS CONFERRED ON EMPLOYEES.
NOTHING
HEREIN, EXPRESSED OR IMPLIED, SHALL CONFER UPON ANY EMPLOYEE OR FORMER EMPLOYEE
OF THE SELLERS OR PARTHENON LTD. OR ANY OF THEIR AFFILIATES (INCLUDING, WITHOUT
LIMITATION, THE TRANSFERRED EMPLOYEES), ANY RIGHTS OR REMEDIES, INCLUDING,
WITHOUT LIMITATION, ANY RIGHT TO EMPLOYMENT OR CONTINUED EMPLOYMENT FOR ANY
SPECIFIED PERIOD OF ANY NATURE OR KIND WHATSOEVER, UNDER OR BY REASON OF THIS
AGREEMENT.
(Q)