PROVIDED,
HOWEVER, THAT IN NO EVENT WILL ANY SOLICITATION THROUGH THE PLACEMENT OF GENERAL
EMPLOYMENT ADVERTISING, INTERNET POSTINGS, EMPLOYEE REFERRALS, OR OTHER
PUBLICATION FOR GENERAL CIRCULATION BE PROHIBITED BY THIS SECTION 6.2.
6.3
EMPLOYMENT MATTERS.
(A)
AT CLOSING, ALL BENEFITS, COMPENSATION AND
TAXATION MATTERS RELATED TO THE EMPLOYEES WILL BECOME THE SOLE RESPONSIBILITY OF
THE BUYER FOR THE PERIOD COMMENCING IMMEDIATELY AFTER THE CLOSING DATE; PROVIDED
HOWEVER, THAT THE SELLER WILL MAKE AVAILABLE TO THE EMPLOYEES COBRA COVERAGE
UNDER THE SELLER PLANS AT THE EMPLOYEE'S OR THE BUYER'S EXPENSE.
(B)
EXCEPT AS REQUIRED BY APPLICABLE LAW OR AS MAY BE
AGREED TO BY SELLER AND BUYER, BUYER SHALL NOT ASSUME ANY SEVERANCE OBLIGATIONS
OR ANY SELLER PLANS, INCLUDING EQUITY COMPENSATION PLANS, FOR THE EMPLOYEES.
FOR THE AVOIDANCE OF DOUBT, SELLER SHALL RETAIN SPONSORSHIP OF, AND ALL
LIABILITIES UNDER, THE SELLER PLANS FOR THE PERIOD PRIOR TO AND INCLUDING THE
CLOSING.
SELLER SHALL RETAIN SOLE RESPONSIBILITY FOR ALL LIABILITIES RELATING
TO, OR IN CONNECTION WITH, THE EMPLOYMENT , OR TERMINATION OF EMPLOYMENT, OF
EACH EMPLOYEE PRIOR TO AND INCLUDING THE CLOSING DATE. THE SELLER SHALL NOT BE
RESPONSIBLE FOR ANY EMPLOYMENT OR TERMINATION OF EMPLOYMENT OF SUCH EMPLOYEES
IMMEDIATELY FOLLOWING THE CLOSING. IN ADDITION, THE SELLER SHALL ACCELERATE THE
VESTING OF EACH TERMINATED EMPLOYEE'S STOCK OPTIONS AND RESTRICTED SHARES
GRANTED UNDER THE SELLER'S COMPENSATION PLANS AS IF SUCH OPTIONS OR RESTRICTED
SHARES OF SUCH EMPLOYEES HAD VESTED AS OF JUNE 3, 2007; PROVIDED, HOWEVER, THAT
EACH SUCH EMPLOYEE MUST FIRST SIGN A GENERAL RELEASE AND WAIVER OF CLAIMS IN
FAVOR OF THE SELLER.
6.4
PUBLIC ANNOUNCEMENTS.
NO PARTY WILL ISSUE
ANY PRESS RELEASE OR MAKE ANY OTHER PUBLIC ANNOUNCEMENT RELATING TO THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT WITHOUT THE PRIOR CONSENT OF THE
OTHER PARTY, EXCEPT THAT A PARTY MAY MAKE ANY DISCLOSURE REQUIRED TO BE MADE
UNDER APPLICABLE LAW OR STOCK EXCHANGE OR NATIONAL MARKET SYSTEM RULE IF SUCH
PARTY DETERMINES IN GOOD FAITH THAT IT IS NECESSARY TO DO SO AND, IF
PRACTICABLE, GIVES PRIOR NOTICE TO THE OTHER PARTY.
6.5
MAIL HANDLING.
EFFECTIVE AS OF THE CLOSING
DATE, BUYER AND/OR ITS AFFILIATES SHALL HAVE THE RIGHT TO OPEN ALL MAIL AND
PACKAGES DELIVERED TO IT THAT ARE ADDRESSED TO SELLER OR ANY OF ITS SUBSIDIARIES
RELATING TO GPAA AND LDMA.
TO THE EXTENT THAT BUYER AND/OR ANY OF ITS
SUBSIDIARIES RECEIVES ANY MAIL OR PACKAGES ADDRESSED TO SELLER OR ANY OF ITS
SUBSIDIARIES AND DELIVERED TO BUYER AND/OR ANY OF ITS AFFILIATES NOT RELATING TO
GPAA AND LDMA, BUYER SHALL PROMPTLY DELIVER SUCH MAIL OR PACKAGES TO SELLER, AND
ANY INFORMATION ACQUIRED, DIRECTLY OR INDIRECTLY, THROUGH ACCESS TO SUCH MAIL OR
PACKAGES SHALL BE SUBJECT TO THE CONFIDENTIALITY OBLIGATIONS IN EXISTENCE
BETWEEN THE PARTIES.
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AFTER THE CLOSING DATE, BUYER MAY DELIVER TO SELLER ANY CHECKS OR DRAFTS MADE
PAYABLE TO SELLER OR ANY OF ITS SUBSIDIARIES, AND SELLER SHALL PROMPTLY DEPOSIT
SUCH CHECKS OR DRAFTS, AND, UPON RECEIPT OF FUNDS, REIMBURSE BUYER WITHIN TEN
(10) BUSINESS