ANY EMPLOYEE ALL AMOUNTS EARNED OR ACCRUED AS OF THE EFFECTIVE TIME,
INCLUDING, BUT NOT LIMITED TO SALARY, COMMISSIONS, PAID TIME OFF AND VACATION
PAY.
(C)
SUBJECT TO SECTION 6.1(A), PURCHASER UNDERSTANDS AND ACKNOWLEDGES THAT
PARENT AND SELLERS ARE RELYING ON PURCHASER'S AGREEMENT TO HIRE ALL FIELD
EMPLOYEES AND CERTAIN SCHEDULED EMPLOYEES AS OF THE EFFECTIVE TIME.
IN THAT
REGARD, PURCHASER SHALL BEAR (OR FINLAY SHALL CAUSE PURCHASER TO BEAR) SOLE
RESPONSIBILITY FOR ANY OBLIGATIONS OR
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LIABILITIES TO SUCH EMPLOYEES UNDER THE WARN ACT AND ANY OTHER LAW OF ANY OTHER
APPLICABLE GOVERNMENTAL ENTITY REGARDING NOTICE OF EMPLOYMENT TERMINATION, AND
PURCHASER AGREES (AND FINLAY AGREES TO CAUSE PURCHASER) TO INDEMNIFY AND TO HOLD
PARENT AND SELLERS HARMLESS FROM SAME.
PURCHASER'S INDEMNIFICATION OF SELLERS
IN THIS REGARD SPECIFICALLY INCLUDES, BUT IS NOT LIMITED TO, ANY CLAIM BY SUCH
EMPLOYEE FOR BACK PAY, FRONT PAY, BENEFITS, OR COMPENSATORY OR PUNITIVE DAMAGES,
ANY CLAIM BY ANY GOVERNMENTAL ENTITY FOR PENALTIES REGARDING ANY ISSUE OF PRIOR
NOTIFICATION (OR ANY LACK THEREOF) OF ANY PLANT CLOSING OR MASS LAYOFF, AS WELL
AS DEFENSE COSTS, INCLUDING ATTORNEYS' FEES, IN DEFENDING ANY SUCH CLAIMS, AND
SUCH INDEMNIFICATION SHALL CONTINUE FOR SO LONG AS ANY EMPLOYEE HAS A RIGHT TO
SEEK COMPENSATION UNDER THE WARN ACT OR ANY OTHER LAW OF ANY OTHER APPLICABLE
GOVERNMENTAL ENTITY.
NOTWITHSTANDING THE FOREGOING, SELLERS AGREE THAT AT ANY
TIME AFTER THE EXECUTION AND DELIVERY OF THIS AGREEMENT PURCHASER SHALL HAVE THE
RIGHT TO PROVIDE TO THE SCHEDULED EMPLOYEES SUCH NOTICES AS MAY BE NECESSARY TO
COMPLY WITH THE REQUIREMENTS OF THE WARN ACT OR ANY OTHER LAW OF ANY OTHER
APPLICABLE GOVERNMENTAL ENTITY REGARDING NOTICE OF EMPLOYMENT TERMINATION.
FURTHER, SELLERS AGREE TO PROVIDE THE NAMES, ADDRESSES AND OTHER PERTINENT
INFORMATION WITH RESPECT TO THE SCHEDULED EMPLOYEES AS MAY BE NECESSARY TO
FACILITATE THE DELIVERY OF THE NOTICES DESCRIBED IN THE FOREGOING SENTENCE NO
LATER THAN THREE (3) DAYS FOLLOWING THE EXECUTION AND DELIVERY OF THIS
AGREEMENT.
SECTION 6.2
Employee Benefits.
(A)
FOR A PERIOD OF NO LESS THAN TWELVE MONTHS FROM THE CLOSING DATE, PURCHASER
SHALL PROVIDE EACH TRANSFERRING EMPLOYEE, SO LONG AS THEY REMAIN EMPLOYED BY
PURCHASER DURING SUCH PERIOD, OVERALL BENEFITS AND TOTAL COMPENSATION THAT,
TAKEN TOGETHER, ARE SUBSTANTIALLY COMPARABLE IN THE AGGREGATE TO THE BENEFITS
AND COMPENSATION CUSTOMARILY PROVIDED BY SELLERS.
TRANSFERRING EMPLOYEES SHALL
BE ELIGIBLE TO PARTICIPATE IN ANY "EMPLOYEE BENEFIT PLAN" (AS DEFINED IN SECTION
3(3) OF ERISA), STOCK PURCHASE, STOCK OPTION, SEVERANCE, FRINGE BENEFIT, BONUS,
INCENTIVE, DEFERRED COMPENSATION, AND ALL OTHER EMPLOYEE BENEFIT PLANS,
AGREEMENTS, PROGRAMS, POLICIES OR OTHER ARRANGEMENTS (WHETHER OR NOT SUBJECT TO
ERISA) MAINTAINED BY PURCHASER ("PURCHASER'S BENEFIT PLANS") FOR ITS SIMILARLY
SITUATED EMPLOYEES; PROVIDED, THAT NOTHING HEREIN SHALL OBLIGATE PURCHASER TO
ESTABLISH OR MAINTAIN ANY PARTICULAR FORM OF EMPLOYEE BENEFIT PLAN OR TO REQUIRE
IT TO AMEND ANY EXISTING BENEFIT PLAN OR POLICY.
NOTWITHSTANDING THE FOREGOING,
SHOULD PURCHASER TERMINATE A TRANSFERRING EMPLOYEE OTHER THAN FOR CAUSE PRIOR TO
THE FIRST ANNIVERSARY OF THE EFFECTIVE TIME, PURCHASER SHALL PAY THE
TRANSFERRING