OR OTHERWISE) TO ANY NORTH AMERICAN EMPLOYEES OR NORTH
AMERICAN TRANSFERRED EMPLOYEES.
(D)
EFFECTIVE UPON THE CLOSING DATE, EACH OF THE SELLERS HEREBY
WAIVES, FOR THE BENEFIT OF MEDQUIST AND ITS AFFILIATES, ANY AND ALL RESTRICTIONS
IN ANY U.S. BENEFIT PLAN, FOREIGN BENEFIT PLAN OR CONTRACT RELATING TO (I)
NON-COMPETITION WITH ANY SPHERIS ENTITY OR (II) MAINTENANCE OF CONFIDENTIALITY
OF ANY INFORMATION FOR THE BENEFIT OF ANY SPHERIS ENTITY, IN EACH CASE, WITH OR
COVERING ANY NORTH AMERICAN TRANSFERRED EMPLOYEE.
(E)
FOR PURPOSES OF ANNUAL VACATION ENTITLEMENT UNDER MEDQUIST'S
VACATION PLANS AND POLICIES, AND SUBJECT TO THE TERMS OF SUCH VACATION PLANS AND
POLICIES, EACH NORTH AMERICAN TRANSFERRED EMPLOYEE SHALL BE CREDITED WITH HIS OR
HER YEARS OF SERVICE WITH THE SELLERS BEFORE THE CLOSING DATE, TO THE SAME
EXTENT AS SUCH NORTH AMERICAN TRANSFERRED EMPLOYEE WAS ENTITLED, BEFORE THE
CLOSING DATE, TO SUCH SERVICE CREDIT, AND THE NORTH AMERICAN TRANSFERRED
EMPLOYEES SHALL BE TREATED NO LESS FAVORABLY THAN SIMILARLY SITUATED MEDQUIST
EMPLOYEES FOR PURPOSES OF SCHEDULING AND USE OF VACATION DAYS.
FOR THE
AVOIDANCE OF DOUBT, NORTH AMERICAN TRANSFERRED EMPLOYEES SHALL NOT BE ENTITLED
TO CARRY OVER ANY ACCRUED, UNUSED VACATION TIME OR PAID TIME OFF
-41-
FROM EMPLOYMENT IN RESPECT OF SERVICE PERIODS OCCURRING PRIOR TO THE CLOSING
DATE.
IN ADDITION, MEDQUIST SHALL GRANT ALL NORTH AMERICAN TRANSFERRED
EMPLOYEES CREDIT AFTER THE CLOSING DATE FOR ALL SERVICE WITH ANY OF THE SELLERS
FOR PURPOSES OF PARTICIPATION AND VESTING UNDER ANY EMPLOYEE BENEFIT OR
COMPENSATION PLANS, PROGRAMS, AGREEMENTS OR ARRANGEMENTS MAINTAINED BY MEDQUIST
OR ANY OF ITS AFFILIATES FOR THE BENEFIT OF SUCH NORTH AMERICAN TRANSFERRED
EMPLOYEES (THE "PURCHASER BENEFIT PLANS"); PROVIDED THAT THE FOREGOING SHALL NOT
APPLY (I) WITH RESPECT TO BENEFIT ACCRUAL UNDER ANY DEFINED BENEFIT PENSION
PLAN, (II) FOR PURPOSES OF ANY PURCHASER BENEFIT PLAN UNDER WHICH
SIMILARLY-SITUATED EMPLOYEES OF MEDQUIST AND ITS AFFILIATES DO NOT RECEIVE
CREDIT FOR PRIOR SERVICE, (III) FOR PURPOSES OF ANY PURCHASER BENEFIT PLAN THAT
IS GRANDFATHERED OR FROZEN, EITHER WITH RESPECT TO LEVEL OF BENEFITS OR
PARTICIPATION, (IV) FOR PURPOSES OF LEVEL OF SEVERANCE PAYMENTS OR BENEFITS
UNDER ANY PURCHASER BENEFIT PLAN OR (V) TO THE EXTENT THAT ITS APPLICATION WOULD
RESULT IN A DUPLICATION OF BENEFITS WITH RESPECT TO THE SAME PERIOD OF SERVICE.
(F)
SUBJECT TO APPLICABLE LAWS, THE SELLERS SHALL COOPERATE WITH
MEDQUIST AND SHALL PERMIT MEDQUIST AND/OR, AS APPLICABLE, ONE OR MORE MEDQUIST
DESIGNEES A REASONABLE PERIOD DURING NORMAL BUSINESS HOURS PRIOR TO THE CLOSING
DATE, (I) TO MEET WITH NORTH AMERICAN EMPLOYEES AT SUCH TIMES AS MEDQUIST OR A
MEDQUIST DESIGNEE SHALL REASONABLY REQUEST, (II) TO SPEAK WITH SUCH NORTH
AMERICAN EMPLOYEES' MANAGERS AND SUPERVISORS (IN EACH CASE WITH APPROPRIATE
AUTHORIZATIONS AND RELEASES FROM SUCH NORTH AMERICAN EMPLOYEES) WHO ARE BEING
CONSIDERED FOR EMPLOYMENT BY MEDQUIST OR A MEDQUIST DESIGNEE, (III) TO
DISTRIBUTE TO SUCH NORTH AMERICAN EMPLOYEES SUCH FORMS AND OTHER DOCUMENTS
RELATING TO POTENTIAL EMPLOYMENT BY MEDQUIST OR A MEDQUIST DESIGNEE AFTER THE
CLOSING, AND (IV) SUBJECT TO ANY RESTRICTIONS IMPOSED UNDER