EMPLOYEE SEVERANCE THAT IS NOT LESS THAN THE SEVERANCE PROVIDED FOR
IN SELLERS' SEVERANCE PLAN IN EFFECT ON THE DATE HEREOF.
IN ADDITION, IF
PURCHASER TRANSFERS A SCHEDULED EMPLOYEE LOCATED IN THE DALLAS/FORT WORTH
METROPLEX TO A LOCATION OUTSIDE THE DALLAS/FORT WORTH METROPLEX AND THE
SCHEDULED EMPLOYEE DECLINES THE TRANSFER, PURCHASER SHALL PAY THE SCHEDULED
EMPLOYEE SEVERANCE EQUAL TO THE AMOUNT SPECIFIED ON SCHEDULE 6.1.
(B)
PURCHASER AGREES TO CREDIT EACH TRANSFERRING EMPLOYEE, FOR PURPOSES OF
PURCHASER'S VACATION AND SEVERANCE POLICIES, FOR YEARS OF SERVICE WITH PARENT
AND SELLERS, THEIR AFFILIATES AND THEIR PREDECESSORS, AS THE CASE MAY BE,
DETERMINED IMMEDIATELY PRIOR TO THE EFFECTIVE TIME AND TO GIVE TRANSFERRING
EMPLOYEES CREDIT FOR DEDUCTIBLES AND CO-PAYS PAID BY THEM DURING 2007 WITH
RESPECT TO HEALTH AND BENEFIT PLANS.
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(c)
The parties hereto acknowledge and agree that all provisions contained in
this Section 6.2 are included for the sole benefit of the parties hereto, and
that nothing in this Agreement, whether express or implied, shall (i) create any
third party beneficiary or other rights (A) in any other Person, including,
without limitation, any employees or former employees of Parent, Sellers or the
Business, any participant in any employee benefit plan maintained by Purchaser
or any of its affiliates, or any dependent or beneficiary thereof, or (B) to
continued employment with Purchaser or any of its affiliates; or (ii) constitute
an amendment to any Employee Benefit Plan or any employee benefit plan of
Purchaser or any of its affiliates.
(D)
AS SOON AS PRACTICABLE FOLLOWING THE CLOSING DATE, ANY TRANSFERRING
EMPLOYEES WHO HAVE ACCOUNT BALANCES IN THE SELLER 401(K) PLAN SHALL BE ENTITLED
TO RECEIVE DISTRIBUTIONS OF THEIR ACCOUNT BALANCES AND SHALL BE PERMITTED TO
ROLL OVER THEIR ELIGIBLE ROLLOVER DISTRIBUTIONS, AS SOON AS PRACTICABLE AFTER
THE CLOSING DATE, BUT IN NO EVENT LATER THAN NINETY (90) DAYS AFTER THE CLOSING
DATE, TO ANY 401(K) PLAN ESTABLISHED OR MAINTAINED BY PURCHASER (OR AN AFFILIATE
THEREOF) (THE "PURCHASER 401(K) PLAN") ON BEHALF OF SUCH TRANSFERRING
EMPLOYEES.
SUCH ROLLOVER MAY CONSIST OF CASH, PROMISSORY NOTES EVIDENCING
OUTSTANDING PARTICIPANT LOANS ("LOANS") UNDER THE SELLER 401(K) PLAN OR ANY
COMBINATION THEREOF.
THE SELLER 401(K) PLAN SHALL NOT PLACE ANY TRANSFERRING
EMPLOYEE'S LOAN INTO DEFAULT SO LONG AS SUCH EMPLOYEE TRANSFERS HIS OR HER
ACCOUNT BALANCE UNDER THE SELLER 401(K) PLAN, TOGETHER WITH THE LOAN, TO THE
PURCHASER 401(K) PLAN THROUGH A DIRECT ROLLOVER AS SOON AS ADMINISTRATIVELY
PRACTICABLE FOLLOWING THE CLOSING DATE.
SELLERS AND PURCHASER SHALL CAUSE THEIR
RESPECTIVE PLANS TO BE AMENDED, AS NECESSARY, AND TO COOPERATE WITH EACH OTHER
IN ORDER TO FACILITATE THE IMPLEMENTATION OF THE FOREGOING PROVISIONS.
ARTICLE VII
Merchandise
SECTION 7.1
MERCHANDISE RETURNS.
WITH RESPECT TO ANY MERCHANDISE SOLD AT THE
REAL PROPERTY PRIOR TO THE EFFECTIVE TIME, PURCHASER AGREES TO FOLLOW AND ADHERE
TO THE CUSTOMARY POLICY OF THE BUSINESS REGARDING MERCHANDISE RETURNS, CREDITS
AND REFUNDS.
PARENT AND SELLERS SHALL HAVE NO OBLIGATION TO REIMBURSE PURCHASER
FOR ANY CREDITS OR REFUNDS GIVEN BY PURCHASER WITH RESPECT TO ANY