THE EVENT THAT THIS AGREEMENT IS TERMINATED FOR ANY OTHER
REASON, THE
34
Escrow Agent shall return the Deposit and all other funds held pursuant to the
Escrow Agreement to the Purchaser.
ARTICLE X
EMPLOYEE ARRANGEMENTS
10.1
EMPLOYEES.
(A)
THE SELLER HAS PROVIDED THE PURCHASER WITH A TRUE, CORRECT AND
COMPLETE LIST OF ALL OF THE EMPLOYEES ENGAGED PRIMARILY IN THE BUSINESS AS OF
FEBRUARY 28, 2007 AND SHALL PROVIDE SUCH A LIST FIVE DAYS (AND AS OF FIVE DAYS)
PRIOR TO THE CLOSING DATE, IN EACH CASE INDICATING THE MOST RECENT RATE OF PAY
OF EACH SUCH EMPLOYEE DURING THE TWELVE (12) MONTHS PRECEDING THE DATE HEREOF,
THE DATE OF EMPLOYMENT AND TITLE OR JOB POSITION OF EACH SUCH EMPLOYEE, AND THE
STATUS OF EACH SUCH EMPLOYEE AS ACTIVE, ON LEAVE, FULL-TIME, PART-TIME OR
OTHERWISE.
(B)
PURCHASER ACKNOWLEDGES AND AGREES THAT IT WILL OFFER EMPLOYMENT TO
THE EMPLOYEES OF THE SELLER SET FORTH ON SCHEDULE 10.1(B) ("POTENTIAL
EMPLOYEES") IN COMPARABLE POSITIONS WITH COMPARABLE SALARIES WITH CREDIT FOR
TIME SERVED.
PROVIDED THAT THE CLOSING OCCURS, THE SELLER GIVES ITS FULL
AUTHORIZATION AND CONSENT FOR (I) PURCHASER TO EMPLOY THE POTENTIAL EMPLOYEES
EFFECTIVE AS OF THE CLOSING DATE (THE "HIRE DATE"), AND (II) FOR THE POTENTIAL
EMPLOYEES TO ACCEPT AND COMMENCE EMPLOYMENT WITH PURCHASER ON THE HIRE DATE.
THE SELLER AGREES THAT IT WILL ASSIST PURCHASER AS REASONABLY REQUESTED IN
COMMUNICATING WITH THE POTENTIAL EMPLOYEES.
ALL POTENTIAL EMPLOYEES WHO ACCEPT
EMPLOYMENT WITH PURCHASER WILL BECOME EMPLOYEES OF PURCHASER EFFECTIVE AS OF THE
HIRE DATE (EACH A "HIRED EMPLOYEE").
PURCHASER SHALL NOT TERMINATE ANY HIRED
EMPLOYEES FOR A PERIOD OF THREE (3) MONTHS AFTER THE CLOSING DATE UNLESS SUCH
TERMINATION IS FOR CAUSE OR PURCHASER PROVIDES SUCH EMPLOYEE SEVERANCE BENEFITS
COMPARABLE TO SEVERANCE BENEFITS SUCH EMPLOYEE WOULD HAVE RECEIVED UNDER AN
APPLICABLE SEVERANCE POLICY WITH SELLER AS OF JANUARY 31, 2007.
POTENTIAL
EMPLOYEES WHO DO NOT ACCEPT EMPLOYMENT WITH PURCHASER WILL NOT BECOME EMPLOYEES
OF THE PURCHASER AND WILL NOT BE ENTITLED TO ANY EMPLOYEE SEVERANCE BENEFIT FROM
EITHER SELLER OR PURCHASER.
(C)
THE SELLER WILL BE RESPONSIBLE FOR (I) ALL AMOUNTS OF WAGES,
BONUSES AND OTHER REMUNERATION (INCLUDING, WITHOUT LIMITATION, DISCRETIONARY
BENEFITS, INCENTIVE COMPENSATION AND BONUSES) PAYABLE TO (OR ACCRUED ON SELLER'S
BOOKS FOR) HIRED EMPLOYEES WITH RESPECT TO WORK PERFORMED PRIOR TO THE CLOSING
DATE, REGARDLESS OF WHETHER SUCH EMPLOYEE IS ACTIVELY EMPLOYED BY THE SELLER ON
THE DATE SUCH PAYMENTS ARE MADE TO THE SELLER'S OTHER EMPLOYEES, (II) ANY
WORKERS' COMPENSATION CLAIMS, AMOUNTS PAYABLE UNDER ANY EMPLOYEE BENEFIT PLANS,
PROGRAMS OR ARRANGEMENTS MAINTAINED BY THE SELLER AND OTHER AMOUNTS PAYABLE ON
AN ONGOING BASIS TO SUCH EMPLOYEES IN CONNECTION WITH EVENTS OR INCIDENTS
OCCURRING PRIOR TO THE CLOSING DATE, EXCEPT TO THE EXTENT THAT SUCH AMOUNTS ARE
PAID UNDER INSURANCE, A TRUST, CONTRACT OR FUND (III)
FIFTY-PERCENT OF ANY
UNUSED VACATION PAY, SICK LEAVE PAY AND FLOATING HOLIDAY PAY FOR 2007 EARNED BY
OR GRANTED TO HIRED EMPLOYEES PRIOR TO THE CLOSING DATE (UP TO A MAXIMUM OF