DISCLOSURE
SCHEDULE THAT RELATE TO ANY PERIODS DURING 2007 THAT INCLUDE THE CLOSING DATE TO
THE EXTENT TAKEN INTO ACCOUNT IN DETERMINING CLOSING WORKING CAPITAL,
(B) MAINTAIN SUCH PLANS OR ARRANGEMENTS PURSUANT TO THEIR RESPECTIVE TERMS AS IN
EFFECT AS OF THE DATE HEREOF FOR SUCH TRANSFERRED EMPLOYEES WITH RESPECT TO SUCH
PERIODS AND (C) AT THE TIMES PRESCRIBED BY SUCH PLANS OR ARRANGEMENTS AS IN
EFFECT AS OF THE DATE HEREOF, MAKE PAYMENTS TO THE TRANSFERRED EMPLOYEES IN
ACCORDANCE WITH THE TERMS OF SUCH PLANS OR ARRANGEMENTS AS IN EFFECT AS OF THE
DATE HEREOF; PROVIDED THAT NO PAYMENTS ARE REQUIRED TO BE MADE UNDER SUCH PLANS
OR ARRANGEMENTS WITH RESPECT TO THE PORTIONS OF SUCH PERIODS FOLLOWING THE
CLOSING.
(X)
EXCEPT AS EXPRESSLY PROVIDED HEREIN, OR
PROVIDED UNDER APPLICABLE LAW, NOTHING CONTAINED IN THIS SECTION 5(H), EXPRESS
OR IMPLIED, IS INTENDED TO CONFER UPON ANY TARGET BUSINESS EMPLOYEE ANY RIGHT TO
EMPLOYMENT OR CONTINUED EMPLOYMENT OR TO SPECIFIC TERMS AND CONDITIONS OF
EMPLOYMENT WITH CFPI OR SELLER OR ANY OF THEIR RESPECTIVE AFFILIATES, OR ANY
RIGHT TO ANY BENEFITS BY REASON OF THIS AGREEMENT.
(XI)
SPECIAL U.S. PROVISIONS.
(A)
REFERENCES TO "TARGET BUSINESS EMPLOYEES" AND "TRANSFERRED EMPLOYEES" IN
THIS SECTION 5(H)(XI) SHALL REFER ONLY TO TARGET BUSINESS EMPLOYEES AND
TRANSFERRED EMPLOYEES, AS THE CASE MAY BE, WHO, AS OF THE DATE HEREOF, ARE
PRIMARILY BASED IN THE UNITED STATES.
(B)
NOTWITHSTANDING ANY PROVISION OF THIS AGREEMENT TO THE CONTRARY, FOLLOWING
THE CLOSING, SELLER SHALL RETAIN, OR SHALL CAUSE THE APPLICABLE EMPLOYEE BENEFIT
PLANS TO RETAIN, (1) ALL ASSETS AND LIABILITIES THAT RELATE TO BENEFITS ACCRUED
BY TARGET BUSINESS EMPLOYEES PRIOR TO THE CLOSING WITH RESPECT TO ANY EMPLOYEE
BENEFIT PLAN THAT IS A DEFINED BENEFIT PENSION PLAN AND (2) ALL LIABILITIES WITH
RESPECT TO ANY EMPLOYEE BENEFIT PLAN THAT IS A POST-RETIREMENT WELFARE BENEFIT
PLAN, AND IN THE CASE OF EACH OF CLAUSES (1) AND (2), SHALL MAKE PAYMENTS TO
TARGET BUSINESS EMPLOYEES WITH RIGHTS THEREUNDER IN ACCORDANCE WITH THE TERMS OF
THE APPLICABLE EMPLOYEE BENEFIT PLAN, AS IN EFFECT FROM TIME TO TIME.
CFPI
SHALL HAVE NO LIABILITY UNDER OR WITH RESPECT TO ANY SUCH EMPLOYEE BENEFIT
PLANS.
(C)
EFFECTIVE NOT LATER THAN THE PLAN TRANSITION DATE, CFPI OR ITS AFFILIATES
SHALL HAVE IN EFFECT ONE OR MORE DEFINED CONTRIBUTION PLANS THAT INCLUDE A
QUALIFIED CASH OR DEFERRED ARRANGEMENT WITHIN THE MEANING OF CODE SECTION
38
401(K) (AND A RELATED TRUST EXEMPT FROM TAX UNDER CODE SECTION 501(A)) (AS
APPLICABLE, THE "BUYER 401(K) PLAN").
EACH TRANSFERRED EMPLOYEE PARTICIPATING
IN A SELLER 401(K) PLAN IMMEDIATELY PRIOR TO THE CLOSING SHALL BECOME A
PARTICIPANT IN THE CORRESPONDING BUYER 401(K) PLAN AS OF THE PLAN TRANSITION
DATE, AND EACH TRANSFERRED EMPLOYEE WHO WOULD HAVE BECOME ELIGIBLE TO
PARTICIPATE IN A SELLER 401(K) PLAN SHALL BECOME A PARTICIPANT IN THE BUYER
401(K) PLAN NO LATER THAN THE LATER OF SUCH TIME AS HE OR SHE WOULD HAVE BECOME
ELIGIBLE TO PARTICIPATE IN ANY SELLER 401(K) PLAN AND THE PLAN TRANSITION