5.8(B), BEGINNING ON THE CLOSING DATE,
BUYER SHALL, OR SHALL CAUSE PARENT TO, FOR A PERIOD ENDING NO EARLIER THAN THE
FIRST ANNIVERSARY OF THE CLOSING DATE, MAINTAIN A SEVERANCE PLAN FOR THE BENEFIT
OF EACH TRANSFERRED EMPLOYEE, OTHER THAN ANY UNION EMPLOYEE, THAT IS NO LESS
FAVORABLE TO TRANSFERRED EMPLOYEES THAN THE AMENDED AND RESTATED ADELPHIA
COMMUNICATIONS CORPORATION SEVERANCE PLAN EFFECTIVE SEPTEMBER 21, 2004 (THE
"SELLER SEVERANCE PLAN") AND WHICH INCLUDES THE SAME GENERAL TERMS AND
CONDITIONS REGARDING ELIGIBILITY AND EXCLUSION FROM ELIGIBILITY FOR SEVERANCE
PAY AND BENEFITS AS THE SELLER SEVERANCE PLAN. IT IS INTENDED THAT THIS
SECTION 5.8(C) SHALL NOT RESULT IN ANY DUPLICATION OF BENEFITS TO ANY
TRANSFERRED EMPLOYEE.
(D)
TO THE EXTENT (AND ONLY TO THE EXTENT) SET FORTH ON SCHEDULE
5.8(D) OF THE SELLER DISCLOSURE SCHEDULE, BUYER SHALL ASSUME ALL LIABILITIES AND
OBLIGATIONS TO PROVIDE ANY SEVERANCE PAY AND BENEFITS TO ANY TRANSFERRED
EMPLOYEE WHOSE EMPLOYMENT IS TERMINATED FOLLOWING THE CLOSING. BUYER SHALL
REIMBURSE SELLER FOR ANY SEVERANCE COSTS INCURRED WITH RESPECT TO ANY EMPLOYEE
WHO IS NOT OFFERED EMPLOYMENT BY BUYER PURSUANT TO THIS TRANSACTION IN THE EVENT
PARENT OR ANY OF ITS SUBSIDIARIES HIRES SUCH EMPLOYEE WITHIN THREE MONTHS AFTER
THE CLOSING.
(E)
FOR PURPOSES OF THIS AGREEMENT, (I)
"APPLICABLE EMPLOYEES" MEANS
ALL OF THE FOLLOWING:
(A)
ALL PERSONS WHO ARE ACTIVE EMPLOYEES ON THE CLOSING DATE, INCLUDING
EMPLOYEES ON VACATION AND EMPLOYEES ON A REGULARLY SCHEDULED DAY OFF FROM WORK.
EMPLOYEES ON TEMPORARY LEAVE FOR PURPOSES OF JURY OR ANNUAL TWO-WEEK NATIONAL
SERVICE/MILITARY DUTY SHALL BE DEEMED TO BE ACTIVE EMPLOYEES;
(B)
EMPLOYEES WHO ON THE CLOSING DATE ARE ON NONMEDICAL LEAVE OF
ABSENCE; PROVIDED, HOWEVER, THAT NO SUCH EMPLOYEE SHALL BE GUARANTEED
REINSTATEMENT TO ACTIVE SERVICE IF HIS RETURN TO EMPLOYMENT IS CONTRARY TO THE
TERMS OF HIS LEAVE, UNLESS OTHERWISE REQUIRED BY APPLICABLE LAW (FOR PURPOSES OF
THE FOREGOING, NONMEDICAL LEAVE OF ABSENCE SHALL INCLUDE MATERNITY OR PATERNITY
LEAVE, LEAVE UNDER THE FAMILY AND MEDICAL LEAVE ACT OF 1993, EDUCATIONAL LEAVE,
MILITARY LEAVE WITH VETERAN'S REEMPLOYMENT RIGHTS UNDER FEDERAL LAW, OR PERSONAL
LEAVE, UNLESS ANY OF SUCH IS DETERMINED TO BE A MEDICAL LEAVE); AND
(C)
EMPLOYEES WHO ON THE CLOSING DATE ARE ON DISABILITY OR MEDICAL
LEAVE AND FOR WHOM IT HAS BEEN 180 CALENDAR DAYS OR LESS SINCE THEIR LAST DAY OF
ACTIVE EMPLOYMENT; PROVIDED, HOWEVER, THAT NO SUCH EMPLOYEE SHALL BE GUARANTEED
REINSTATEMENT TO ACTIVE SERVICE IF HE IS INCAPABLE OF WORKING IN ACCORDANCE WITH
THE POLICIES, PRACTICES AND PROCEDURES OF BUYER; AND
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(II)
"TRANSFERRED EMPLOYEES" MEANS THOSE APPLICABLE EMPLOYEES WHO
ACCEPT OFFERS OF EMPLOYMENT WITH BUYER.
(F)
SELLER SHALL RETAIN RESPONSIBILITY FOR AND CONTINUE TO PAY ALL
MEDICAL, LIFE INSURANCE, DISABILITY AND OTHER WELFARE PLAN EXPENSES AND BENEFITS
FOR EACH TRANSFERRED EMPLOYEE WITH RESPECT TO CLAIMS INCURRED BY SUCH
TRANSFERRED EMPLOYEE OR HIS OR HER COVERED DEPENDENTS PRIOR TO THE CLOSING DATE
EXCEPT TO THE EXTENT (AND ONLY TO THE EXTENT) SUCH LIABILITIES ARE REFLECTED IN
THE DETERMINATION OF THE CLOSING NET LIABILITIES