Accrued Personal, Sick or Vacation Time. With respect to any accrued but unused personal, sick or vacation time to which any New Buyer Employee is entitled pursuant to the personal, sick or vacation policies applicable to such New Buyer Employee immediately prior to the Closing Date (the "PSV Policies"), the Buyer shall assume but only to the extent accrued in the determination of the Kellwood Closing Net Worth Amount the liability for such accrued personal, sick or vacation time and allow such New Buyer Employee to use such accrued personal, sick or vacation time; provided, however, that if the Buyer deems it necessary to disallow any such New Buyer Employee from taking such accrued personal, sick or vacation time, the Buyer shall be liable for and pay in cash to each such New Buyer Employee an amount equal to such personal, sick or vacation time in accordance with the terms of the PSV Policies; and provided, further, that the Buyer shall be liable for and pay in cash an amount equal to such accrued personal, sick or vacation time to any New Buyer Employee whose employment terminates for any reason subsequent to the Closing Date.

Accrued Personal, Sick or Vacation Time. With respect to any accrued but unused personal, sick or vacation time to which any New Buyer Employee on United States payroll (a “U.S. New Buyer Employee”) is entitled pursuant to any Business Benefit Plan that are personal, sick or vacation policies applicable to such U.S. New Buyer Employee immediately prior to the Closing Date, Buyer shall assume the liability for such time and allow such U.S. New Buyer Employee to use such time solely as vacation time (the “Assumed Vacation Time”); provided, however, that to the extent that Assumed Vacation Time exceeds the maximum cap for accrued but unused time provided in Buyer’s paid time off policy in effect for similarly situated employees of Buyer on the Closing Date, Buyer shall be liable for and pay in cash to the U.S. New Buyer Employee an amount equal to such Assumed Vacation Time in excess of the maximum cap, which payment may be subject to reimbursement by PKI in accordance with this Section; provided, further, that if Buyer deems it necessary to disallow such U.S. New Buyer Employee from taking any of the Assumed Vacation Time following the Closing Date, Buyer shall be liable for and pay in cash to the U.S. New Buyer Employee an amount equal to such disallowed Assumed Vacation Time in accordance with the terms of Buyer’s paid time off policy; and provided, further, that Buyer shall be liable for and pay in cash an amount equal to any unused portion of the Assumed Vacation Time to any U.S. New Buyer Employee whose employment terminates for any reason subsequent to the Closing Date. PKI shall pay to Buyer as of or promptly following evidence of Buyer’s payment to the U.S. New Business Employee, an amount not in excess of $10,000 representing unused personal, sick or vacation time to which U.S. New Buyer Employees are entitled pursuant to any Business Benefit Plan that are personal, sick or vacation policies, in each case to the extent paid out in cash to such U.S. New Business Employee and to the extent in excess of the maximum cap for accrued but unused time provided in Buyer’s paid time off policy in effect on the Closing Date (which shall in no event be less than 400 hours per employee).

Accrued Personal, Sick or Vacation Time. With respect to any accrued but unused personal, sick or vacation time to which any Continuing Employee is entitled pursuant to the personal, sick or vacation policies applicable to such Continuing Employee immediately prior to the Effective Time (the “PSV Policies”), the Buyer shall or shall cause one of its Subsidiaries to assume the liability for such accrued personal, sick or vacation time and allow such Continuing Employee to use such accrued personal, sick or vacation time in accordance with Buyer’s practice and policies. Notwithstanding Section 6.10, the Buyer will or will cause one of its Subsidiaries to maintain the Company’s Well-Pay policy through the earlier of December 31, 2009 or the date Buyer offers the Continuing Employees benefits under any Buyer Employee Plans (as defined below) that provide at least 12 paid sick days per year.

Accrued Personal, Sick or Vacation Time. With respect to any accrued but unused personal, sick or vacation time to which any Continuing Employee is entitled pursuant to the personal, sick or vacation policies applicable to such Continuing Employee immediately prior to the Effective Time, if the Buyer deems it necessary to disallow any such Continuing Employee from taking such accrued personal, sick or vacation time, the Buyer shall, to the extent required by law, cause the Surviving Corporation to pay in cash to each such Continuing Employee an amount equal to such personal, sick or vacation time; and provided, further, that the Buyer shall, to the extent required by law, cause the Surviving Corporation to pay in cash an amount equal to such accrued personal, sick and vacation time to any Continuing Employees whose employment terminates for any reason subsequent to the Effective Time.

Accrued Personal, Sick or Vacation Time. With respect to any accrued but unused personal, sick or vacation time to which any New Buyer Employee is entitled pursuant to the personal, sick or vacation policies applicable to such New Buyer Employee immediately prior to the Closing Date (the “PSV Policies”), Buyer shall assume the liability for such accrued personal, sick or vacation time and allow such New Buyer Employee to use such accrued personal, sick or vacation time; provided, however, that if Buyer deems it necessary to disallow such New Buyer Employee from taking such accrued personal, sick or vacation time, Buyer shall be liable for and pay in cash to each such New Buyer Employee an amount equal to such personal, sick or vacation time in accordance with the terms of the PSV Policies; and provided, further, that (i) Buyer shall be liable for and pay in cash an amount equal to such accrued personal, sick or vacation time to any New Buyer Employee whose employment terminates for any reason subsequent to the Closing Date, and (ii) if any New Buyer Employee in the State of California does not elect in writing, on or prior to the Closing Date, to rollover such accrued personal, sick or vacation time in lieu of receiving a cash payment in accordance with applicable law, Seller shall be liable for and pay in cash an amount equal to such accrued personal, sick or vacation time to such New Buyer Employee and Buyer shall reimburse the Seller for one-half of such cash payment.

Accrued Personal, Sick or Vacation Time. With respect to any accrued but unused personal, sick or vacation time to which any Continuing Employee is entitled pursuant to the personal, sick or vacation policies applicable to such Continuing Employee immediately prior to the Effective Time (the “PSV Policies”), such Continuing Employee shall be allowed to use such accrued personal, sick or vacation time; provided, however, that if the Buyer deems it necessary to disallow any such Continuing Employee from taking such accrued personal, sick or vacation time, the Buyer shall cause the Surviving Corporation to pay in cash to each such Continuing Employee an amount equal to such personal, sick or vacation time in accordance with the terms of the PSV Policies in effect as of the date hereof; and provided, further, that the Buyer shall cause the Surviving Corporation to pay in cash an amount equal to such accrued personal, sick and vacation time to any Continuing Employees whose employment terminates for any reason subsequent to the Effective Time.

Accrued Personal, Sick or Vacation Time. With respect to any accrued but unused personal, sick or vacation time to which any New Buyer Employee is entitled pursuant to the PSV Policies, the Buyer shall assume the liability for such accrued personal, sick or vacation time and allow such New Buyer Employee to use such accrued personal, sick or vacation time; provided, however, that if the Buyer deems it necessary to disallow any such New Buyer Employee from taking such accrued personal, sick or vacation time, the Buyer shall be liable for and pay in cash to each such New Buyer Employee an amount equal to such personal, sick or vacation time in accordance with the terms of the PSV Policies; and provided, further, that the Buyer shall be liable for and pay in cash an amount equal to such accrued personal, sick or vacation time to any New Buyer Employee whose employment terminates for any reason subsequent to the Closing Date.

Accrued Personal, Sick or Vacation Time. With respect to any accrued but unused paid time off to which any New Buyer Employee is entitled pursuant to the PTO Policies, the Buyer shall assume the liability for such accrued paid time off and allow such New Buyer Employee to use such accrued paid time off in accordance with the Buyer’s paid time off policies; provided, however, that the Buyer shall retain the right to require approval of the timing of any vacation or other planned time off in accordance with the Buyer’s employment policies; and provided, further, that notwithstanding anything to the contrary in the Buyer’s policies regarding paid time off, the Buyer shall be liable for and pay in cash an amount equal to such number of hours of paid time off as was accrued as of the Closing Date and disclosed in writing to the Buyer not later than ten (10) Business Days after the Closing Date to any New Buyer Employee whose employment with the Buyer terminates for any reason subsequent to the Closing Date.

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