ANY NOTICE AND
INFORMATION REGARDING THE TARGET BUSINESS EMPLOYEES THAT IS REASONABLY NECESSARY
AND SUFFICIENT TO ENABLE CFPI TO MAKE OFFERS THAT ARE SUFFICIENT TO PREVENT SUCH
TERMINATION COSTS FROM ARISING.
NOTWITHSTANDING ANY OTHER PROVISION OF THIS
SECTION 5(H) TO THE CONTRARY, SELLER SHALL BE SOLELY RESPONSIBLE FOR, AND SHALL
ASSUME ALL LIABILITIES IN RESPECT OF, CLAIMS ARISING ON OR AFTER THE CLOSING FOR
ANY TERMINATION COSTS MADE BY ANY TARGET BUSINESS EMPLOYEES WHO, AS OF THE DATE
HEREOF, ARE BASED PRIMARILY INSIDE THE UNITED STATES.
(II)
EACH TARGET BUSINESS EMPLOYEE WHO
CONTINUES IN OR ACCEPTS EMPLOYMENT WITH CFPI OR ANY OF ITS AFFILIATES AS OF THE
CLOSING (OR, IN THE CASE OF AN INACTIVE EMPLOYEE, AS OF SUCH LATER DATE THAT
SUCH INACTIVE EMPLOYEE COMMENCES
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EMPLOYMENT WITH CFPI OR ANY OF ITS AFFILIATES, OR IN THE CASE OF JAMES BLASEK,
AS OF THE DATE ON WHICH HE REPATRIATES TO THE UNITED STATES), IS REFERRED TO
HEREIN AS A "TRANSFERRED EMPLOYEE".
IF ANY TRANSFERRED EMPLOYEE REQUIRES A
VISA, WORK PERMIT OR EMPLOYMENT PASS OR OTHER APPROVAL FOR HIS OR HER EMPLOYMENT
TO TRANSFER TO OR CONTINUE WITH CFPI OR ITS AFFILIATES FOLLOWING THE CLOSING,
CFPI SHALL USE ITS REASONABLE EFFORTS TO SEE THAT ANY NECESSARY APPLICATIONS ARE
PROMPTLY MADE AND TO SECURE THE NECESSARY VISA, PERMIT, PASS OR OTHER APPROVAL.
(III)
CFPI SHALL GIVE OR CAUSE TO BE GIVEN TO EACH
TRANSFERRED EMPLOYEE FULL CREDIT FOR PURPOSES OF ELIGIBILITY TO PARTICIPATE AND
VESTING OF BENEFITS UNDER ANY EMPLOYEE BENEFIT PLANS AND ARRANGEMENTS AND
EMPLOYMENT-RELATED ENTITLEMENTS PROVIDED, SPONSORED, MAINTAINED OR CONTRIBUTED
TO BY CFPI AND ITS AFFILIATES, AND FOR PURPOSES OF LEVEL OF BENEFITS AND BENEFIT
ACCRUALS UNDER ANY SUCH PLANS, ARRANGEMENTS OR ENTITLEMENTS THAT ARE VACATION OR
SEVERANCE PLANS OR POLICIES, FOR SUCH TRANSFERRED EMPLOYEE'S SERVICE WITH SELLER
AND WITH ANY PREDECESSOR EMPLOYER, IN EACH CASE TO THE SAME EXTENT RECOGNIZED BY
SELLER AS OF THE DATE HEREOF, EXCEPT TO THE EXTENT SUCH CREDIT WOULD RESULT IN
DUPLICATION OF BENEFITS FOR THE SAME PERIOD OF SERVICE.
FOR PURPOSES OF FURTHER
CLARIFICATION, CFPI AND ITS AFFILIATES SHALL NOT BE REQUIRED TO PROVIDE CREDIT
FOR SUCH SERVICE FOR BENEFIT ACCRUAL PURPOSES UNDER (A) ANY EMPLOYEE BENEFIT
PLAN OF CFPI OR ITS AFFILIATES THAT IS A DEFINED BENEFIT PENSION PLAN AND
(B) ANY EMPLOYEE BENEFIT PLAN OF CFPI OR ITS AFFILIATES THAT PROVIDES
POST-RETIREMENT BENEFITS.
(IV)
EXCEPT (A) WITH RESPECT TO LOSSES UNDER THE
ASSUMED EMPLOYEE BENEFIT AGREEMENTS, (B) WITH RESPECT TO LOSSES THAT
AUTOMATICALLY TRANSFER TO CFPI OR ITS AFFILIATES PURSUANT TO APPLICABLE LAW OR
(C) AS OTHERWISE SPECIFICALLY PROVIDED IN THIS SECTION 5(H), SELLER SHALL RETAIN
LIABILITY AND RESPONSIBILITY FOR ALL EMPLOYMENT AND EMPLOYEE BENEFITS-RELATED
LOSSES INCURRED, OR ARISING OUT OF A PERIOD ENDING, ON OR PRIOR TO THE CLOSING
THAT RELATE TO THE TARGET BUSINESS EMPLOYEES (OR ANY DEPENDENT OR BENEFICIARY OF
ANY TARGET BUSINESS EMPLOYEE) (INCLUDING ANY OBLIGATIONS UNDER THE EMPLOYEE
BENEFIT PLANS), AND CFPI SHALL HAVE NO LIABILITY OR RESPONSIBILITY FOR ANY SUCH
LOSSES.
EXCEPT AS