Common use of Employment Arrangements Clause in Contracts

Employment Arrangements. Section 3.15 of the Diablo Disclosure Schedule contains a true, accurate and complete list of all Diablo employees involved in the ownership or operation of the Diablo Assets or the conduct of the Diablo Business (the "Diablo Employees"), together with each such employee's title or the capacity in which he or she is employed and the basis for each such employee's compensation. Diablo has no obligation or liability, contingent or other, under any Employment Arrangement with any Diablo Employee, other than those listed or described in Section 3.15 of the Diablo Disclosure Schedule. Except as described in Section 3.15 of the Diablo Disclosure Schedule, (i) none of the Diablo Employees is now, or, to Diablo's knowledge, since January 1, 1993, has been, represented by any labor union or other employee collective bargaining organization, and Diablo is not, and has never been, a party to any labor or other collective bargaining agreement with respect to any of the Diablo Employees, (ii) there are no pending grievances, disputes or controversies with any union or any other employee or collective bargaining organization of such employees, or threats of strikes, work stoppages or slowdowns or any pending demands for collective bargaining by any such union or other organization, (iii) neither Diablo nor any of such employees is now, or, to Diablo's knowledge, has since January 1, 1993 been, subject to or involved in or, to Diablo's knowledge, threatened with, any union elections, petitions therefore or other organizational or recruiting activities, in each case with respect to the Diablo Employees and (iv) none of the Diablo Employees has notified Diablo in writing that he or she does not intend to continue employment with Diablo until the Closing or with ATS following the Closing. Diablo has performed in all material respects all obligations required to be performed under all Employment Arrangements and is not in material breach or violation of or in material default or arrears under any of the terms, provisions or conditions thereof.

Employment Arrangements. Section 3.15 of (a) Neither the Diablo Disclosure Schedule contains a true, accurate and complete list of all Diablo employees involved in the ownership or operation of the Diablo Assets or the conduct of the Diablo Business (the "Diablo Employees"), together with each such employee's title or the capacity in which he or she is employed and the basis for each such employee's compensation. Diablo Company nor any Subsidiary has no any obligation or liability, contingent or other, under any Employment Arrangement with any Diablo Employee(whether or not listed in Section 3.12(a) of the Disclosure Schedule), other than those listed or described in Section 3.15 3.16(a) of the Diablo Disclosure Schedule. Except Neither the Company nor any Subsidiary is now or during the past five (5) years has been subject to or involved in or, to the Company's knowledge, threatened with any election for the certification of a bargaining representative for any employees, petitions therefor or other organizational activities, including but not limited to voluntary requests for recognition as a bargaining representative, or organizational campaigns of any nature, except as described in Section 3.15 3.16(a) of the Diablo Disclosure Schedule, (i) none . None of the Diablo Employees is employees of the Company or any Subsidiary are now, or, to Diablo's knowledge, since January 1, 1993, has or during the past five (5) years have been, represented by any labor union or other employee collective bargaining organization, and Diablo is not, and has never been, a party . Neither the Company nor any Subsidiary are parties to any labor or other collective bargaining agreement with respect to any of the Diablo Employeesagreement, (ii) and there are no pending grievances, disputes or controversies with any union or any other employee or collective bargaining organization of such employees, or or, to the Company's knowledge, threats of strikes, work stoppages or slowdowns or any pending demands for collective bargaining by any such union or other such organization, (iii) neither Diablo nor any of such employees is now, or, to Diablo's knowledge, has since January 1, 1993 been, subject to or involved in or, to Diablo's knowledge, threatened with, any union elections, petitions therefore or other organizational or recruiting activities, in . The Company and each case with respect to the Diablo Employees and (iv) none of the Diablo Employees has notified Diablo in writing that he or she does not intend to continue employment with Diablo until the Closing or with ATS following the Closing. Diablo has Subsidiary have performed in all material respects all obligations required to be performed under all Employment Arrangements and is are not in material breach or violation of or in material default or arrears under any of the terms, provisions or conditions thereof. (b) Except as set forth in Section 3.16(b) of the Disclosure Schedule, no employee will accrue or receive additional benefits, service or accelerated rights to payments of benefits under any Employment Arrangement, including the right to receive any parachute payment, as defined in Section 280G of the Code, or become entitled to severance, termination allowance or similar payments as a direct result of the transactions contemplated by this Agreement. (c) The Company considers its and each Subsidiary's relationships with employees to be good, and except as set forth in Section 3.16(c) of the Disclosure Schedule, neither the Company nor any Subsidiary has experienced a work slowdown or stoppage due to labor problems. Neither the Company nor any Subsidiary has received notice of any claim that it has failed to comply with any federal or state law, or is the subject of any investigation by any federal or state agency to determine compliance with any federal or state law, relating to the employment of labor, including any provisions relating to wages, hours, collective bargaining, the payment of taxes, discrimination, equal employment opportunity, employment discrimination, worker injury and/or occupational safety, nor to the knowledge of the Company is there any basis for such a claim. (d) Neither the Company nor any Subsidiary has conducted, and on or prior to the Public Offering Closing Date will not conduct, a "plant closing" or "mass layoff" of employees of the Company or any Subsidiary as defined by the Worker Adjustment and Retraining Notification Act of 1988 ("the WARN Act"), 29 U.S.C. 2101-2109 as amended, or discharge, layoff, or reduce the hours of work, of employees in a sufficient number or manner to trigger any state or local law or regulation conditioning or regulating in any manner the discharge, layoff, or reduction in hours of employees or the closing of a facility, plant, workplace, division or department, from the date hereof or through the Public Offering Closing Date or during the twelve-month period immediately prior thereto.

Employment Arrangements. Section 3.15 of (a) Neither the Diablo Disclosure Schedule contains a true, accurate and complete list of all Diablo employees involved in the ownership or operation of the Diablo Assets or the conduct of the Diablo Business (the "Diablo Employees"), together with each such employee's title or the capacity in which he or she is employed and the basis for each such employee's compensation. Diablo Company nor any Subsidiary has no any obligation or liability, contingent or other, under any Employment Arrangement with any Diablo Employee(whether or not listed in Section 3.12(a) of the Disclosure Schedule), other than those listed or described in Section 3.15 3.16(a) of the Diablo Disclosure Schedule. Except Neither the Company nor any Subsidiary is now or during the past five (5) years has been subject to or involved in or, to the Company's knowledge, threatened with any election for the certification of a bargaining representative for any employees, petitions therefor or other organizational activities, including but not limited to voluntary requests for recognition as a bargaining representative, or organizational campaigns of any nature, except as described in Section 3.15 3.16(a) of the Diablo Disclosure Schedule, (i) none . None of the Diablo Employees is employees of the Company or any Subsidiary are now, or, to Diablo's knowledge, since January 1, 1993, has or during the past five (5) years have been, represented by any labor union or other employee collective bargaining organization, and Diablo is not, and has never been, a party . Neither the Company nor any Subsidiary are parties to any labor or other collective bargaining agreement with respect to any of the Diablo Employeesagreement, (ii) and there are no pending grievances, disputes or controversies with any union or any other employee or collective bargaining organization of such employees, or or, to the Company's knowledge, threats of strikes, work stoppages or slowdowns or any pending demands for collective bargaining by any such union or other such organization, (iii) neither Diablo nor any of such employees is now, or, to Diablo's knowledge, has since January 1, 1993 been, subject to or involved in or, to Diablo's knowledge, threatened with, any union elections, petitions therefore or other organizational or recruiting activities, in . The Company and each case with respect to the Diablo Employees and (iv) none of the Diablo Employees has notified Diablo in writing that he or she does not intend to continue employment with Diablo until the Closing or with ATS following the Closing. Diablo has Subsidiary have performed in all material respects all obligations required to be performed under all Employment Arrangements and is are not in material breach or violation of or in material default or arrears under any of the terms, provisions or conditions thereof. (b) Except as set forth in Section 3.16(b) of the Disclosure Schedule, no employee will accrue or receive additional benefits, service or accelerated rights to payments of benefits under any Employment Arrangement, including the right to receive any parachute payment, as defined in Section 280G of the Code, or become entitled to severance, termination allowance or similar payments as a direct result of the transactions contemplated by this Agreement. (c) The Company considers its and each Subsidiary's relationships with employees to be good, and except as set forth in Section 3.16(c) of the Disclosure Schedule, neither the Company nor any Subsidiary has experienced a work slowdown or stoppage due to labor problems. Neither the Company nor any Subsidiary has received notice of any claim that it has failed to comply with any federal or state law, or is the subject of any investigation by any federal or state agency to determine compliance with any federal or state law, relating to the employment of labor, including any provisions relating to wages, hours, collective bargaining, the payment of taxes, discrimination, equal employment opportunity, employment discrimination, worker injury and/or occupational safety, nor to the knowledge of the Company is there any basis for such a claim. (d) Neither the Company nor any Subsidiary has conducted, and on or prior to the Financing Closing Date will not conduct, a "plant closing" or "mass layoff" of employees of the Company or any Subsidiary as defined by the Worker Adjustment and Retraining Notification Act of 1988 ("the WARN Act"), 29 U.S.C. 2101-2109 as amended, or discharge, layoff, or reduce the hours of work, of employees in a sufficient number or manner to trigger any state or local law or regulation conditioning or regulating in any manner the discharge, layoff, or reduction in hours of employees or the closing of a facility, plant, workplace, division or department, from the date hereof or through the Financing Closing Date or during the twelve-month period immediately prior thereto.

Employment Arrangements. Section 3.15 (a) Except as required by Law, Seller has no obligation, contingent or otherwise, under any employment agreement, collective bargaining or other labor agreement, any agreement containing severance or termination pay arrangements, retainer or consulting arrangements, or purchase plan or other employee contract or non-terminable (whether with or without penalty) arrangement with respect to any person employed by Seller in connection with the businesses operated at the Restaurants (including but not limited to district managers) (collectively “Subject Employees”). (b) Except as set forth on Schedule 2.11(b), within the last five (5) years Seller has not experienced any labor disputes, union organization attempts or any work stoppage due to labor disagreements. Except as set forth on Schedule 2.11(b), (i) Seller is in substantial compliance with all applicable Laws, including all Federal and state labor laws, rules and regulations, respecting employment and employment practices, terms and conditions of employment and wages and hours, and is not engaged in any unfair labor practice; (ii) there is no unfair labor practice, charge or complaint against Seller pending or threatened before the Diablo Disclosure National Labor Relations Board; (iii) there is no labor strike, dispute, request for representation, slowdown or stoppage actually pending or threatened against or affecting Seller; (iv) no question concerning representation has been raised or is threatened respecting the employees of Seller; and (v) no grievance which might have an adverse effect on Seller or the conduct of its business nor any arbitration proceeding arising out of or under collective bargaining agreements is pending and no claims therefor exist. (c) Schedule contains 2.11(c) sets forth a true, accurate true and complete list of all Diablo employees involved in the ownership or operation of the Diablo Assets or the conduct of the Diablo Business (the "Diablo Employees"), together with each such employee's title or the capacity in which he or she is employed and the basis for each such employee's compensation. Diablo has no obligation or liability, contingent or other, under any Employment Arrangement with any Diablo Employee, other than those listed or described in Section 3.15 of the Diablo Disclosure Schedule. Except as described in Section 3.15 of the Diablo Disclosure Schedule, (i) none the names of all manager and assistant managers employed by Seller at the Restaurants as of the Diablo date hereof, including both salaried and hourly managers, the date such individuals were first employed by Seller, how long such individuals have been at the particular Restaurants and the salary or hourly wage payable to such persons; (ii) the names of all other persons employed by Seller at the Restaurants as of the date hereof, and the salary or hourly wage payable to each such person; and (iii) the total number of vacation days earned and/or accrued by all persons employed by Seller and the total monetary value of such accrued vacation for all such persons (“Accrued Vacation Pay”). As of the Closing, Seller shall have terminated all Subject Restaurant Employees is now, or, and no additional payments shall be due and owing to Diablo's knowledge, since January 1, 1993, has been, represented any Subject Restaurant Employee with respect to any period prior to and including the Closing Date (except for any amount claimed by any Subject Restaurant Employee but which has being denied or contested by the Seller in good faith, which shall be an Excluded Liability) or amounts that Seller shall be obligated to pay (including, without limitation, payments relating to such employees' Accrued Vacation). Seller has complied with all requirements of the Worker Adjustment and Retraining Notification Act of 1988 and has not incurred, nor is reasonably expected to incur, any Losses under such Act. (d) Except as set forth on Schedule 2.11(d): (1) no charge against Seller or any of the employees of the Restaurants is pending before the Equal Employment Opportunity Commission, the National Labor Relations Board, or any other Governmental Authority responsible for the prevention of unlawful employment practices related to the Restaurants; (2) no actions relating to employment or loss of employment from Seller, directly or indirectly, are pending in any Governmental Authority and no such Actions have been threatened against Seller related to the Restaurants; and (3) no notice of intent of any Governmental Authority responsible for the enforcement of labor union or employment regulations to conduct an investigation has been received, and no such investigation is in progress. (e) Each of the employees at the Restaurants is employed at will and may be terminated at any time by Seller without the payment of any severance or other employee collective bargaining organization, penalty and Diablo without any requirement that any advance notice be given in connection with such termination. (f) The Accrued Vacation has been earned and accrued in the ordinary course of Seller's business consistent with past practices. (g) Seller is not, and has never not been, a party to to, bound by, or negotiating any labor or other collective bargaining agreement or other Contract with respect a union, works council or labor organization (collectively, "Union"), and there is not, and has not been, any Union representing or purporting to represent any employee of Seller, and no Union or group of employees is seeking or has sought to organize employees for the purpose of collective bargaining. There has never been, nor has there been any threat of, any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption or dispute affecting Seller or any employees of the Diablo Employees, (ii) there are Business. Seller has no pending grievances, disputes or controversies duty to bargain with any union or any other employee or collective bargaining organization of such employees, or threats of strikes, work stoppages or slowdowns or any pending demands for collective bargaining by any such union or other organization, (iii) neither Diablo nor any of such employees is now, or, to Diablo's knowledge, has since January 1, 1993 been, subject to or involved in or, to Diablo's knowledge, threatened with, any union elections, petitions therefore or other organizational or recruiting activities, in each case with respect to the Diablo Employees and (iv) none of the Diablo Employees has notified Diablo in writing that he or she does not intend to continue employment with Diablo until the Closing or with ATS following the Closing. Diablo has performed in all material respects all obligations required to be performed under all Employment Arrangements and is not in material breach or violation of or in material default or arrears under any of the terms, provisions or conditions thereofUnion.

Employment Arrangements. Section 3.15 of the Diablo Disclosure Schedule contains a true, accurate and complete list of all Diablo employees involved in the ownership or operation of the Diablo Assets or the conduct of the Diablo Business (the "Diablo Employees"), together with each such employee's title or the capacity in which he or she is employed and the basis for each such employee's compensation. Diablo has no obligation or liability, contingent or other, under any Employment Arrangement with any Diablo Employee, other than those listed or described a) Except as set forth in Section 3.15 2.12 of the Diablo its Disclosure Schedule. Except as described in Section 3.15 of the Diablo Disclosure Schedule, : (i) none all employees of it and its Subsidiaries are employees-at-will, may be terminated at any time for any lawful reason or no reason and have no entitlement to employment by virtue of any oral or written contract, employer policy, or otherwise, except for any employees, individually or in the Diablo Employees is nowaggregate, or, to Diablo's knowledge, since January 1, 1993, has been, represented the termination of whom without cause would not impose any material liability on it or its Subsidiaries or require any material payments by any labor union it or other employee collective bargaining organization, and Diablo is not, and has never been, a party to any labor or other collective bargaining agreement with respect to any of the Diablo Employees, its Subsidiaries; (ii) there are no pending grievancesagreements, disputes plans or controversies other arrangements with respect to employment, severance or other benefits with any union current or former directors, officers or employees of it or any of its Subsidiaries which may not be terminated without penalty or expense (including any augmentation or acceleration of benefits) on 30 days' or less notice to any such person; (iii) no payments and benefits (including any augmentation or acceleration of benefits) to current or former directors, officers or employees of it or any of its Subsidiaries resulting from the transactions contemplated hereby or the termination of such person's service or employment within two years after completion of the Merger will cause the imposition of excise taxes under Section 4999 of the Internal Revenue Code or the disallowance of a deduction to it, Republic as the Surviving Corporation, or any of their respective Subsidiaries pursuant to Section 162, 280G, or any other employee or collective bargaining organization section of such employees, or threats of strikes, work stoppages or slowdowns or any pending demands for collective bargaining by any such union or other organization, (iii) neither Diablo nor any of such employees is now, or, to Diablo's knowledge, has since January 1, 1993 been, subject to or involved in or, to Diablo's knowledge, threatened with, any union elections, petitions therefore or other organizational or recruiting activities, in each case with respect to the Diablo Employees Internal Revenue Code; and (iv) none neither the execution and delivery of this Agreement nor the consummation of the Diablo Employees transactions contemplated hereby will (A) constitute a stated "triggering event" under any "Employee Plan" (as defined in Section 2.13(a) hereof) or "Benefit Arrangement" (as defined in Section 2.13(a) hereof) of it or any of its Subsidiaries that will result in any material payment (including, without limitation, severance, unemployment compensation, golden parachute or otherwise) becoming due to any director, officer, stockholder, or employee of it or any of its Subsidiaries, or any dependent or affiliate of any of the foregoing, from it or any of its Subsidiaries under any Employee Plan or Benefit Arrangement of it or any of its Subsidiaries or otherwise, (B) materially increase any benefits otherwise payable under any Employee Plan or Benefit Arrangement of it or any of its Subsidiaries or (C) result in any acceleration of the time of payment or vesting of any such benefits to any material extent. (b) Neither it nor any of its Subsidiaries is a party to any collective bargaining agreement or labor union contract. To the best of its knowledge, (i) no grievance procedure, arbitration proceeding or other labor controversy is pending against it or any of its Subsidiaries under any collective bargaining agreement or otherwise that would result in a material liability, (ii) it and each of its Subsidiaries has notified Diablo in writing that he or she does not intend to continue employment with Diablo until the Closing or with ATS following the Closing. Diablo has performed complied in all material respects with all obligations required laws relating to be performed under all Employment Arrangements the employment of labor, including, without limitation, any provision thereof relating to wages, hours, equal employment, safety, collective bargaining and the payment of social security and similar taxes and neither it nor any of its Subsidiaries is not in material breach liable for any arrears of wages or violation of any taxes or in material default or arrears under penalties for failure to comply with any of the termsforegoing, provisions except, in each case, any of the foregoing which, individually or conditions thereofin the aggregate would not have a material adverse effect on it, and (iii) there is no unfair labor practice or similar complaint against it or any of its Subsidiaries pending before the National Labor Relations Board or similar authority or strike, dispute, slowdown, work stoppage or lockout pending or threatened against it or any of its Subsidiaries or any complaint pending before the Equal Employment Opportunity Commission or any comparable federal, state or local fair employment practices agency and none has existed during the past three years that was not dismissed without liability on the part of it or any of its Subsidiaries.

Employment Arrangements. Section 3.15 3.13 of the Diablo Seller Disclosure Schedule contains a true, accurate and complete list of all Diablo employees of Seller and each Seller Subsidiary involved in the ownership or operation of the Diablo Seller Assets or the conduct of the Diablo Seller Business (the "Diablo Seller Employees"), together with each such employee's title or the capacity in which he or she is employed and the basis for each such employee's compensation. Diablo None of Seller or any Seller Subsidiary has no any obligation or liability, contingent or other, under any Employment Arrangement with any Diablo Seller Employee, other than those listed or described in Section 3.15 3.13 of the Diablo Seller Disclosure Schedule. Except as described in Section 3.15 3.13 of the Diablo Seller Disclosure Schedule, (ia) none of the Diablo Seller Employees is now, or, to Diablo's knowledge, or since January 1, 1993, 1996 has been, represented by any labor union or other employee collective bargaining organization, and Diablo is notnone of Seller or any Seller Subsidiary is, and or ever has never been, a party to any labor or other collective bargaining agreement with respect to any of the Diablo Seller Employees, (iib) there are no pending grievances, disputes or controversies with any union or any other employee or collective bargaining organization of such employees, or threats of strikes, work stoppages or slowdowns or any pending demands for collective bargaining by any such union or other organization, (iiic) neither Diablo nor none of Seller, any Seller Subsidiary or any of such employees is now, or, to Diablo's knowledge, or has since January 1, 1993 1996 been, subject to or involved in or, to DiabloSeller's knowledge, threatened with, any union elections, petitions therefore or other organizational or recruiting activities, in each case with respect to the Diablo Employees Seller Employees, and (ivd) none of the Diablo Seller Employees has notified Diablo in writing given written notice to Seller or any Seller Subsidiary that he or she does not intend to continue employment with Diablo Seller until the Closing or with ATS following the Closing. Diablo Seller and each Seller Subsidiary has performed in all material respects all obligations required to be performed under all Employment Plans and Benefit Arrangements and is not in material breach or violation of or in material default or arrears under any of the terms, provisions or conditions thereof.

Employment Arrangements. Section 3.15 4.14 of the Diablo Gearon Disclosure Schedule contains a true, accurate and complete list of all Diablo Gearon employees involved in the ownership or operation of the Diablo Assets or the conduct of the Diablo Business (the "Diablo Gearon Employees"), together with each such employee's title or the capacity in which he or she is employed and the basis for each such employee's compensation. Diablo Gearon has no obligation or liability, contingent or other, under any Employment Arrangement with any Diablo Gearon Employee, other than (i) those listed or described in Section 3.15 4.14 of the Diablo Gearon Disclosure Schedule, (ii) those incurred in the ordinary and usual course of business, or (iii) such obligations or liabilities as do not and will not have, in the aggregate, any material adverse effect on Gearon. Except as described in Section 3.15 4.14 of the Diablo Gearon Disclosure Schedule, (ia) none of the Diablo Gearon Employees is now, or, to Diablo's knowledge, or since January 1, 1993, 1995 has been, represented by any labor union or other employee collective bargaining organization, and Diablo Gearon is not, and never has never been, a party to any labor or other collective bargaining agreement with respect to any of the Diablo Gearon Employees, (iib) there are no pending grievances, disputes or controversies with any union or any other employee or collective bargaining organization of such employees, or threats of strikes, work stoppages or slowdowns or any pending demands for collective bargaining by any such union or other organization, (iiic) neither Diablo Gearon nor any of such employees is now, or, to Diablo's knowledge, or has since January 1, 1993 1995 been, subject to or involved in or, to DiabloGearon's knowledge, threatened with, any union elections, petitions therefore therefor or other organizational or recruiting activities, in each case with respect to the Diablo Employees Gearon Employees, and (ivd) none of the Diablo Gearon Employees has notified Diablo in writing Gearon that he or she does not intend to continue employment with Diablo Gearon until the Closing or with ATS following the Closing. Diablo Gearon has performed in all material respects all obligations required to be performed under all Employment Arrangements and is not in material breach or violation of or in material default or arrears under any of the terms, provisions or conditions thereof.

Employment Arrangements. Section 3.15 of (a) From and after the Diablo Disclosure Schedule contains a true, accurate and complete list of all Diablo employees involved in the ownership or operation of the Diablo Assets or the conduct of the Diablo Business (the "Diablo Employees"), together with each such employee's title or the capacity in which he or she is employed and the basis for each such employee's compensation. Diablo has no obligation or liability, contingent or other, under any Employment Arrangement with any Diablo Employee, other than those listed or described in Section 3.15 of the Diablo Disclosure Schedule. Except as described in Section 3.15 of the Diablo Disclosure ScheduleEffective Time, (i) none Fulton, Premier Bank or another subsidiary of Fulton (any such parties employing employees of Premier or a Premier subsidiary, the "Fulton Employers") shall: (A) satisfy each of the Diablo Employees is nowEmployment Obligations (as defined in Section 3.17 herein), and (B) use its good faith efforts to retain each present employee of Premier and the Premier Subsidiaries in such employee's current position and salary compensation (or, to Diablo's knowledge, since January 1, 1993, has been, represented by any labor union or other employee collective bargaining organizationif offered to, and Diablo is notaccepted by, and has never beenan employee, a party to any labor or other collective bargaining agreement position for which the employee is qualified with respect to any of the Diablo EmployeesXxxxxx Employers at a compensation commensurate with the position), (ii) there in the event that the Xxxxxx Employers shall continue to employ officers or employees of Premier and the Premier Subsidiaries as of the Effective Time, the Xxxxxx Employers shall employ such persons on the Effective Time who are no pending grievances, disputes or controversies with any union or any other employee or collective bargaining organization of such not Contract Employees (as that term is defined in Section 3.17 herein) as "at will" employees, or threats of strikes, work stoppages or slowdowns or any pending demands for collective bargaining by any such union or other organization, and (iii) neither Diablo nor in the event the Xxxxxx Employers are not willing to employ, or terminate the employment (other than as a result of unsatisfactory performance of their respective duties) of any officers or employees of Premier or the Premier Subsidiaries who are not Contract Employees and who do not receive any payment as a result of a Change of Control Agreement with Premier or Premier Bank, the Fulton Employers shall pay severance benefits to such employees (other than Contract Employees) as follows: (A) in the event employment is nowterminated on or prior to the date which is one year after the Effective Date, orthe greater of (I) three months' salary or (II) one week's salary and one week's salary for each year of service with Premier or an Premier Subsidiary, thereafter, up to a maximum of 26 weeks' salary; or (B) in the event employment is terminated thereafter, in accordance with the then existing severance policy of Fulton or its successor. (b) The Xxxxxx Employers shall be obligated to provide employee benefits to each person who is an employee, on the Effective Time and continues to be employed that are substantially equivalent, in the aggregate, to Diablo's knowledge, has since January 1, 1993 been, subject to or involved in or, to Diablo's knowledge, threatened with, any union elections, petitions therefore or other organizational or recruiting activities, in each case with respect the benefits under the Premier Benefit Plans prior to the Diablo Employees Effective Time, until the earlier of: (A) at least three (3) years after the Effective Date, or (B) the date that the Xxxxxx Employers can no longer satisfy the applicable qualified retirement plan discrimination testing under the Code. For vesting and (iv) none eligibility purposes for employee benefits, under each Fulton Benefit Plan and/or any employee benefit plan established by Fulton after the Effective Date, employees of the Diablo Employees has notified Diablo in writing that he or she does not intend to continue employment Premier Subsidiaries shall receive credit for years of service with Diablo until the Closing or with ATS following the Closing. Diablo has performed in all material respects all obligations required to be performed under all Employment Arrangements and is not in material breach or violation of or in material default or arrears under any of the terms, provisions or conditions thereofPremier Subsidiaries.

Employment Arrangements. Section 3.15 of the Diablo OPM Disclosure Schedule contains a true, accurate and complete list of all Diablo OPM employees involved in the ownership or operation of the Diablo Assets or the conduct of the Diablo Business (the "Diablo OPM Employees"), together with each such employee's title or the capacity in which he or she is employed and the basis for each such employee's compensation. Diablo OPM has no obligation or liability, contingent or other, under any Employment Arrangement with any Diablo OPM Employee, other than those listed or described in Section 3.15 of the Diablo OPM Disclosure Schedule. Except as described in Section 3.15 of the Diablo OPM Disclosure Schedule, (ia) none of the Diablo OPM Employees is now, or, to Diablo's knowledge, or since January May 1, 1993, 1995 has been, represented by any labor union or other employee collective bargaining organization, and Diablo OPM is not, and never has never been, a party to any labor or other collective bargaining agreement with respect to any of the Diablo OPM Employees, (iib) there are no pending grievances, disputes or controversies with any union or any other employee or collective bargaining organization of such employees, or threats of strikes, work stoppages or slowdowns or any pending demands for collective bargaining by any such union or other organization, (iiic) neither Diablo OPM nor any of such employees is now, or, to Diablo's knowledge, or has since January May 1, 1993 1995 been, subject to or involved in or, to Diablo's Stockholders' knowledge, threatened with, any union elections, petitions therefore or other organizational or recruiting activities, in each case with respect to the Diablo Employees OPM Employees, and (ivd) none of the Diablo OPM Employees has notified Diablo in writing OPM that he or she does not intend to continue employment with Diablo OPM until the Closing or with ATS following the Closing. Diablo OPM has performed in all material respects all obligations required to be performed under all Employment Arrangements and is not in material breach or violation of or in material default or arrears under any of the terms, provisions or conditions thereof.

Employment Arrangements. Section 3.15 of the Diablo DBC Disclosure Schedule contains a true, accurate and complete list of all Diablo employees and consultants of DBC involved in the ownership or operation of the Diablo DBC Assets or the conduct of the Diablo DBC Business (the "Diablo DBC Employees"), together with each such employee's title or the capacity in which he or she is employed and the basis for each such employee's the DBC Employees' compensation. Diablo DBC has no obligation or liability, contingent or other, under any Employment Arrangement with any Diablo DBC Employee, other than those listed or described in Section 3.15 of the Diablo DBC Disclosure Schedule. Except as described in Section 3.15 of the Diablo DBC Disclosure Schedule, (ia) none of the Diablo DBC Employees is now, or, to Diablo's knowledge, or since January 1, 1993, 1993 has been, represented by any labor union or other employee collective bargaining organization, and Diablo DBC is not, not and never has never been, been a party to any labor or other collective bargaining agreement with respect to any of the Diablo DBC Employees, (iib) there are no pending grievances, disputes or controversies with any union or any other employee or collective bargaining organization of such employeesthe DBC Employees, or threats of strikes, work stoppages or slowdowns or any pending demands for collective bargaining by any such union or other organization, (iiic) neither Diablo DBC nor any of such employees the DBC Employees is now, or, to Diablo's knowledge, or has since January 1, 1993 been, subject to or involved in or, to DiabloDBC's knowledge, threatened with, any union elections, petitions therefore or other organizational or recruiting activities, in each case with respect to the Diablo Employees DBC Employees, and (ivd) none of the Diablo DBC Employees has notified Diablo in writing DBC that he or she does not intend to continue employment with Diablo DBC until the Closing or with ATS following the Closing. Diablo DBC has performed in all material respects all obligations required to be performed under all Employment Arrangements and is not in material breach or violation of or in material default or arrears under any of the terms, provisions or conditions thereof.

Employment Arrangements. Section 3.15 (a) Schedule 5.16(a) is a correct and complete list of each Employee Benefit Plan, which list shall include each Employee Benefit Plan that is an employment agreement with an Employee and any agreement providing for severance benefits to an Employee that deviate in any material respect from the Seller’s standard form severance benefit. Seller has made available to Purchaser a true and complete copy of the Diablo Disclosure plan document or summary plan description of each Employee Benefit Plan, or, if such plan document or summaries plan description does not exist, an accurate written summary of such Employee Benefit Plan. (b) Schedule contains 5.16(b) sets forth a true, accurate correct and complete list of all Diablo employees involved in the ownership or operation of the Diablo Assets or the conduct of the Diablo Business (the "Diablo Employees"), together with each such employee's title or (i) service date, (ii) position, (iii) annual base salary for the capacity 2008 and 2009 fiscal years and (iv) bonuses paid in which he or she is employed and the basis for each such employee's compensation. Diablo has no obligation or liability, contingent or other, under any Employment Arrangement with any Diablo Employee, other than those listed or described in Section 3.15 respect of the Diablo Disclosure Schedule2008 fiscal year and (v) their bonus opportunities in respect of the 2009 fiscal year. (c) No Employee Benefit Plan provides, or has any liability to provide, life insurance, medical or other employee welfare benefits to any Employee upon his or her retirement or termination of employment for any reason, except as may be required by statute, and, to Seller’s Knowledge, neither Seller nor any of its ERISA Affiliates has ever represented, promised or contracted (whether in oral or written form) to any Employee (either individually or to Employees as a group) that such Employee(s) would be provided with life insurance, medical or other employee welfare benefits upon their retirement or termination of employment, except to the extent required by statute. (d) Each of the Employee Benefit Plans is in compliance with, and has been administered in all respects in accordance with, the terms of such Employee Benefit Plan and all requirements of ERISA, the Code and other applicable Law, except for any failure in compliance which would not have a Seller Material Adverse Effect. Each Employee Benefit Plan intended to be qualified under Code Section 401(a) or 401(k) has received a favorable determination letter from the IRS that it is so qualified and, to the Knowledge of Seller, no fact or event has occurred since the date of such determination letter from the IRS or shall be expected to occur in connection with the consummation of the transactions contemplated hereby which could reasonably be expected to adversely affect the qualified status of such Employee Benefit Plan. (e) Except as described set forth in Section 3.15 of the Diablo Disclosure ScheduleSchedule 5.16(e) and except for facts, circumstances or conditions that would not have a Seller Material Adverse Effect: (i) none of the Diablo Employees is nowrepresented by any labor union, works council or other labor organization with respect to such Employee’s employment by Seller; (ii) there is not currently, and has not been for a period of twenty-four (24) consecutive months prior to the date hereof, been, or, to Diablo's knowledgeSeller’s Knowledge has been threatened, since January 1, 1993, has been, represented by any labor union strike or other employee collective bargaining organizationgrievance under a Collective Labor Agreement, and Diablo is notslowdown, and has never beenlockout, a party to any labor picketing or other collective bargaining agreement with respect to any of the Diablo Employees, work stoppage s against or affecting Seller; (iiiii) there are no not any pending grievancesor, disputes or controversies with any union to Seller’s Knowledge, threatened, material charges against Seller or any other employee of its current or collective bargaining organization former Employees before any Governmental Authority responsible for the prevention of such employees, or threats of strikes, work stoppages or slowdowns or any pending demands for collective bargaining by any such union or other organization, unlawful employment practices; (iiiiv) neither Diablo the Seller nor any of such employees is now, orits Affiliates has received written communication during the past twelve months of the intent of any Governmental Authority responsible for the enforcement of labor or employment laws to conduct a material investigation of or affecting Seller in respect of any Employee and, to Diablo's knowledgeSeller’s Knowledge, has since January 1no such investigation is in progress and (v) Seller is in material compliance with all laws respecting employment, 1993 beenemployment practices, subject to or involved in orterms and conditions of employment, to Diablo's knowledgeworker classification, threatened withtax withholding, any union electionsprohibited discrimination, petitions therefore or other organizational or recruiting activitiesequal employment, in each case fair employment practices, meal and rest periods, immigration status, employee safety and health, wages (including overtime wages), compensation, and hours of work with respect to the Diablo Employees and Employees. (ivf) none Neither Seller nor any ERISA Affiliate has during the six-year period prior to the date hereof ever maintained, established, sponsored, participated in, contributed to, or had any obligation to, any (A) plan which is subject to Section 302 or Title IV of ERISA or Section 412 of the Diablo Employees has notified Diablo Code, (B) multiple employer plan or to any plan described in writing that he or she does not intend to continue employment with Diablo until the Closing or with ATS following the Closing. Diablo has performed in all material respects all obligations required to be performed under all Employment Arrangements and is not in material breach or violation of or in material default or arrears under any Section 413 of the termsCode, provisions or conditions thereof.or

Employment Arrangements. Section 3.15 of the Diablo BEA Disclosure Schedule contains a true, accurate and complete list of all Diablo employees and consultants of BEA involved in the ownership or operation of the Diablo BEA Assets or the conduct of the Diablo BEA Business (the "Diablo BEA Employees"), together with each such employee's title or the capacity in which he or she is employed and the basis for each such employee's the BEA Employees' compensation. Diablo BEA has no obligation or liability, contingent or other, under any Employment Arrangement with any Diablo BEA Employee, other than those listed or described in Section 3.15 of the Diablo BEA Disclosure Schedule. Except as described in Section 3.15 of the Diablo BEA Disclosure Schedule, (ia) none of the Diablo BEA Employees is now, or, to Diablo's knowledge, or since January 1, 1993, 1993 has been, represented by any labor union or other employee collective bargaining organization, and Diablo BEA is not, not and never has never been, been a party to any labor or other collective bargaining agreement with respect to any of the Diablo BEA Employees, (iib) there are no pending grievances, disputes or controversies with any union or any other employee or collective bargaining organization of such employeesthe BEA Employees, or threats of strikes, work stoppages or slowdowns or any pending demands for collective bargaining by any such union or other organization, (iiic) neither Diablo BEA nor any of such employees the BEA Employees is now, or, to Diablo's knowledge, or has since January 1, 1993 been, subject to or involved in or, to DiabloBEA's knowledge, threatened with, any union elections, petitions therefore or other organizational or recruiting activities, in each case with respect to the Diablo Employees BEA Employees, and (ivd) none of the Diablo BEA Employees has notified Diablo in writing BEA that he or she does not intend to continue employment with Diablo BEA until the Closing or with ATS following the Closing. Diablo BEA has performed in all material respects all obligations required to be performed under all Employment Arrangements and is not in material breach or violation of or in material default or arrears under any of the terms, provisions or conditions thereof.

Employment Arrangements. Section 3.15 (a) As soon as reasonably practicable following the date hereof, Buyer Parent shall extend written offers of "at-will" employment to be effective as of the Diablo Disclosure Schedule contains a true, accurate and complete list of all Diablo employees involved in the ownership or operation Closing Date to each Employee of the Diablo Assets or the conduct of the Diablo Business Seller listed on Schedule 5.8(a) hereof (the "Diablo Designated Employees"), together with each such employee's title or which offers shall be contingent upon the capacity in which he or she is employed Closing and the basis for each such employee's compensation. Diablo has no obligation or liability, contingent or other, under any Employment Arrangement with any Diablo Employee, other than those listed or described in Section 3.15 of the Diablo Disclosure Schedule. Except as described in Section 3.15 of the Diablo Disclosure Schedule, shall include (i) none the benefits to such Designated Employee set forth in this Section 5.8, Section 5.11 and Schedule 5.11(b) (including any vesting or pricing terms applicable to such Buyer Options) and (ii) the same salary that such Designated Employee is currently paid by the Seller. Seller shall use its best efforts to cause each of the Diablo Designated Employees is now, or, to Diablo's knowledge, since January 1, 1993, has been, represented accept such offers. (b) To the extent that any Founder or Designated Employee may be bound by any labor union agreement, policy or other understanding with Seller that would in any way limit or restrict the rights of Buyer or Buyer Parent to confidential information of Seller or inhibit any Founder or Designated Employee from accepting employment with Buyer, Seller hereby waives and shall not assert, enforce or otherwise exercise its right under any such agreement, policy or understanding against any Founder or Designated Employee. (c) Each Founder and Designated Employee who accepts and commences employment with Buyer Parent as of the Closing Date (each a "Continuing Employee" and collectively, the "Continuing Employees"), upon hire by Buyer Parent, shall be subject to the standard human resources policies and procedures of Buyer Parent in effect from time to time and shall be subject to Buyer Parent's standard employee collective bargaining organizationleveling criteria as of March 2002. Buyer Parent covenants and agrees that to the extent permitted by applicable law, the Continuing Employees shall be entitled to benefits which are available or subsequently become available to the employees of Buyer Parent, and Diablo is noton a basis consistent with the applicable human resources compensation policies, of Buyer Parent. For purposes of satisfying the terms and conditions of such plans, Buyer Parent shall give full credit of eligibility, vesting or benefit accrual to the extent possible under such plans and applicable law for each Continuing Employee's period of service with Seller prior to the Closing Date. (d) Any claims or expectancies of any Employees of Seller, and has never beenin the case of the Continuing Employees only to the extent such claims or expectancies have been incurred or accrued on or prior to the Closing Date, a party shall remain liabilities of Seller and such liabilities shall be Excluded Liabilities. Without limiting the foregoing, Seller shall (i) sponsor and (ii) assume or retain, as the case may be, and be solely responsible for all Benefits Liabilities arising under, resulting from or relating to any labor Seller's Plans whether incurred before, on or other collective bargaining agreement after the Closing Date, except with respect to COBRA Coverage as set forth in (h) below, and neither Buyer nor Buyer Parent shall assume any liability or obligation whatsoever with respect thereto and such liabilities shall be Excluded Liabilities. (e) Seller's obligation to the Continuing Employees for accrued vacation or sick pay is disclosed on Schedule 5.8(e), which schedule shall be updated to reflect the period between the date hereof and the Closing Date and re-delivered to Buyer prior to the Closing. (f) Subject to Section 5.8(e) hereof, all costs and disbursements incurred in connection with the termination of employment of any Seller Employee shall be borne by Seller. (g) Other than for obligations of Buyer Parent that are provided in any offer letter from Buyer Parent to a Designated Employee or in the Founder Employment Agreements, if any of Seller's Employees seek to hold Buyer or Buyer Parent liable based on or arising out of the Diablo Employeestransactions contemplated by this Agreement, (ii) there are no pending grievances, disputes or controversies with any union or any other employee or collective bargaining organization of such employeesincluding their employment by Seller, or threats the actual or constructive transfer of strikestheir employment to Buyer Parent, work stoppages then any Liabilities of Buyer or slowdowns Buyer Parent related thereto shall be Excluded Liabilities. (h) Buyer Parent agrees to provide continuation health coverage, as required under COBRA (or any pending demands for collective bargaining by any such union or other organization, similar state law) (iii) neither Diablo nor any of such employees is now, or"COBRA Coverage"), to Diablo's knowledgeall Seller Employees and their eligible dependents who are M&A qualified beneficiaries (as defined by Treasury Regulation Section 54.4980B-9, has since January 1, 1993 been, subject to or involved in or, to Diablo's knowledge, threatened with, any union elections, petitions therefore or other organizational or recruiting activitiesQ&A-4) as a result of the Acquisition, in each case accordance with respect to Treasury Regulation Section 54.4980B-9, Q&A-8, for such period as such M&A qualified beneficiaries would have been eligible for COBRA Coverage under Seller's group health plan in the Diablo Employees and (iv) none absence of the Diablo Employees has notified Diablo in writing that he or she does not intend to continue employment with Diablo until the Closing or with ATS following the Closing. Diablo has performed in all material respects all obligations required to be performed under all Employment Arrangements and is not in material breach or violation termination of or in material default or arrears under any of the terms, provisions or conditions thereofSeller's group health plan.

Employment Arrangements. Section 3.15 (a) Except as required by Law, Seller has no obligation, contingent or otherwise, under any employment agreement, collective bargaining or other labor agreement, any agreement containing severance or termination pay arrangements, retainer or consulting arrangements, or purchase plan or other employee contract or non-terminable (whether with or without penalty) arrangement. (b) Except as set forth on Schedule 2.11(b), within the last five years Seller has not experienced any labor disputes, union organization attempts or any work stoppage due to labor disagreements. Except as set forth on Schedule 2.11(b), (i) to the best knowledge of Seller, Seller is in substantial compliance with all applicable Laws respecting employment and employment practices, terms and conditions of employment and wages and hours, and is not engaged in any unfair labor practice; (ii) there is no unfair labor practice, charge or complaint against Seller pending or threatened before the Diablo Disclosure National Labor Relations Board; (iii) there is no labor strike, dispute, request for representation, slowdown or stoppage actually pending or threatened against or affecting Seller; (iv) no question concerning representation has been raised or is threatened respecting the employees of Seller; and (v) no grievance which might have an adverse affect on Seller or the conduct of its business nor any arbitration proceeding arising out of or under collective bargaining agreements is pending and no claims therefor exist. (c) Schedule contains 2.11(c) sets forth a true, accurate true and complete list of all Diablo employees involved in the ownership or operation of the Diablo Assets or the conduct of the Diablo Business (the "Diablo Employees"), together with each such employee's title or the capacity in which he or she is employed and the basis for each such employee's compensation. Diablo has no obligation or liability, contingent or other, under any Employment Arrangement with any Diablo Employee, other than those listed or described in Section 3.15 of the Diablo Disclosure Schedule. Except as described in Section 3.15 of the Diablo Disclosure Schedule, (i) none the names of all manager and assistant managers employed by Seller at the Restaurants as of the Diablo Employees is nowdate hereof, orthe date such individuals were first employed by Seller, how long such individuals have been at the particular Restaurants and the salary payable to Diablo's knowledge, since January 1, 1993, has been, represented by any labor union or other employee collective bargaining organization, such persons and Diablo is not, and has never been, a party to any labor or other collective bargaining agreement with respect to any of the Diablo Employees, (ii) there are no pending grievancesthe names of all other persons employed by Seller at the Restaurants as of the date hereof, disputes and the salary or controversies with any union or any other employee or collective bargaining organization of hourly wage payable to each such employeesperson, or threats of strikes, work stoppages or slowdowns or any pending demands for collective bargaining by any such union or other organization, and (iii) neither Diablo nor the total number of vacation days accrued by all persons employed by Seller and the total monetary value of such accrued vacation for all such persons. From and after the date hereof, Seller, the Principals or any of their respective Affiliates will not remove any management personnel (manager and assistant managers) from the Restaurants or relocate such employees is nowmanagement personnel to any other restaurants owned or operated by Seller, or, to Diablo's knowledge, has since January 1, 1993 been, subject to the Affiliates or involved their respective Affiliates and at Closing the Restaurants in or, to Diablo's knowledge, threatened with, any union elections, petitions therefore or other organizational or recruiting activities, in each case accordance with respect to the Diablo Employees and (iv) none of the Diablo Employees has notified Diablo in writing that he or she does not intend to continue employment with Diablo until the Closing or with ATS following the Closing. Diablo has performed in all material respects all obligations required to be performed under all Employment Arrangements and is not in material breach or violation of or in material default or arrears under any of the terms, provisions or conditions thereofBurger King standards.

Employment Arrangements. (a) Except as set forth in Section 3.15 2.12 of its Disclosure Schedule: (i) All employees of it are employees-at-will, may be terminated at any time for any lawful reason or for no reason and have no entitlement to employment by virtue of any oral or written contract, employer policy or otherwise; (ii) There are no agreements, plans or other arrangements with respect to employment, severance or other benefits with any current or former directors, officers or employees of it which may not be terminated without penalty or expense on thirty (30) days' or less notice to any such person; (iii) No Payments and benefits to current or former directors, officers and employees of it resulting from the transactions contemplated hereby or the termination of such persons' service or employment within two years after completion of the Diablo Disclosure Schedule contains a true, accurate and complete list Consolidation will cause the imposition of all Diablo employees involved in the ownership or operation excise taxes under Section 4999 of the Diablo Assets Internal Revenue Code or the conduct disallowance of a deduction to it pursuant to Section 162, 280G or any other Section of the Diablo Business Internal Revenue Code; and (iv) Neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated hereby will (A) constitute a stated "Diablo Employees"), together with each such employee's title or the capacity in which he or she is employed and the basis for each such employee's compensation. Diablo has no obligation or liability, contingent or other, Triggering Event" under any Employment Arrangement with "Employee Plans" (as defined in SECTION 2.13(A) hereof) or "Benefit Arrangements" (as defined in SECTION 2.13(A) hereof) of it that will result in any Diablo Employeematerial payment (including, other than those listed without limitation, severance, unemployment compensation, golden parachute or described otherwise) becoming due to any director, officer, stockholder or employee of it, (B) materially increase any benefits otherwise payable under any Employee Plans or Benefit Arrangements of it, or (C) result in Section 3.15 any acceleration of the Diablo Disclosure Scheduletime of payment or vesting of any such benefits to any material extent. (b) It is not a party to any collective bargaining agreement or labor union contract. Except as described in Section 3.15 To the best of the Diablo Disclosure Scheduleits knowledge, (i) none of the Diablo Employees is nowno grievance procedure, or, to Diablo's knowledge, since January 1, 1993, has been, represented by any labor union arbitration proceeding or other employee collective bargaining organization, and Diablo labor controversy is not, and has never been, a party to pending against it under any labor or other collective bargaining agreement with respect to any of the Diablo Employeesthat would result in a material liability, (ii) there are no pending grievances, disputes or controversies with any union or any other employee or collective bargaining organization of such employees, or threats of strikes, work stoppages or slowdowns or any pending demands for collective bargaining by any such union or other organization, (iii) neither Diablo nor any of such employees is now, or, to Diablo's knowledge, it has since January 1, 1993 been, subject to or involved in or, to Diablo's knowledge, threatened with, any union elections, petitions therefore or other organizational or recruiting activities, in each case with respect to the Diablo Employees and (iv) none of the Diablo Employees has notified Diablo in writing that he or she does not intend to continue employment with Diablo until the Closing or with ATS following the Closing. Diablo has performed complied in all material respects with all obligations required laws relating to be performed under all Employment Arrangements the employment of labor, including, without limitation, provisions thereof relating to wages, hours, equal employment, safety, collective bargaining and the payment of social security and similar taxes and it is not in material breach liable for any arrears of wages or violation of any taxes or in material default or arrears under penalties for failure to comply with any of the termsforegoing, provisions except, in each case, any of the foregoing which, individually or conditions thereofin the aggregate would not have a material adverse effect on it, and (iii) there is no unfair labor practice or similar complaint against it pending before the National Labor Relations Board or similar authority or strike, dispute, slow down, work stoppage or lockout pending or threatened against it or any complaint pending before the Equal Employment Opportunity Commission or any comparable federal, state or local fair employment practices agency and none has existed during the past three years that was not dismissed without liability on the part of it.

Employment Arrangements. Section 3.15 4.14 of the Diablo ATC Disclosure Schedule contains a true, accurate and complete list of all Diablo employees involved in the ownership or operation of ATC and its Subsidiaries as of the Diablo Assets or the conduct date of the Diablo Business this Agreement (the "Diablo ATC Employees"), together with each such employee's title or the capacity in which he or she is employed and the basis for each such employee's compensation. Diablo ATC has no obligation or liability, contingent or other, under any Employment Arrangement with any Diablo ATC Employee, other than (i) those listed or described in Section 3.15 4.11(a) or Section 4.14 of the Diablo ATC Disclosure Schedule, (ii) those incurred in the ordinary and usual course of business, or (iii) such obligations or liabilities as do not and will not have, in the aggregate, any Material Adverse Effect on ATC. Except as described in Section 3.15 4.14 of the Diablo ATC Disclosure Schedule, (ia) none of the Diablo ATC Employees is now, or, to Diablo's knowledge, or since January 1, 1993, 1995 has been, represented by any labor union or other employee collective bargaining organization, and Diablo ATC is not, and never has never been, a party to any labor or other collective bargaining agreement with respect to any of the Diablo ATC Employees, (iib) there are no pending grievances, disputes or controversies with any union or any other employee or collective bargaining organization of such employees, or threats of strikes, work stoppages or slowdowns or any pending demands for collective bargaining by any such union or other organization, (iiic) neither Diablo ATC nor any of such employees is now, or, to Diablo's knowledge, has or since January 1, 1993 1995 has been, subject to or involved in or, to DiabloATC's knowledge, threatened with, any union elections, petitions therefore therefor or other organizational or recruiting activities, in each case with respect to the Diablo Employees ATC Employees, and (ivd) none of the Diablo ATC Employees has notified Diablo in writing ATC that he or she does not intend to continue employment with Diablo ATC until the Closing or with ATS following the Closing. Diablo ATC has performed in all material respects all obligations required to be performed under all Employment Arrangements of ATC and is not in material breach or violation of or in material default or arrears under any of the terms, provisions or conditions thereof.

Employment Arrangements. Section 3.15 (a) In arriving at the Merger Consideration, Fulton anticipated that xxxxe will be substantial consolidation of Somerset Bank's "back room" operations. Subject to that caveat, from and after the Diablo Disclosure Schedule contains a true, accurate and complete list of all Diablo employees involved in the ownership or operation of the Diablo Assets or the conduct of the Diablo Business (the "Diablo Employees"), together with each such employee's title or the capacity in which he or she is employed and the basis for each such employee's compensation. Diablo has no obligation or liability, contingent or other, under any Employment Arrangement with any Diablo Employee, other than those listed or described in Section 3.15 of the Diablo Disclosure Schedule. Except as described in Section 3.15 of the Diablo Disclosure ScheduleEffective Time, (i) none Fulton, Somerset Bank or xxxxxxr subsidiary of Fulton (any such parties xxxloying employees of Somerset or a Somerset Subsidiary, the "Fulton Employers") shxxx: (A) satisfy each of the Diablo Employees is nowEmployment Obligations (as defined in Section 3.17 herein), and (B) use its good faith efforts to retain each present employee of Somerset and the Somerset Subsidiaries in such employee's current position and salary compensation (or, to Diablo's knowledge, since January 1, 1993, has been, represented by any labor union or other employee collective bargaining organizationif offered to, and Diablo is notaccepted by, and has never beenan employee, a party to any labor or other collective bargaining agreement position for which the employee is qualified with respect to any of the Diablo EmployeesFulton Employers at a compexxxxxxn commensurate with the position), (ii) there in the event that the Fulton Employers shall coxxxxxx to employ officers or employees of Somerset and the Somerset Subsidiaries as of the Effective Time, the Fulton Employers shall emxxxx xuch persons on the Effective Time who are no pending grievances, disputes or controversies with any union or any other employee or collective bargaining organization of such not Contract Employees (as defined in Section 3.17 herein) as "at-will" employees, or threats of strikes, work stoppages or slowdowns or any pending demands for collective bargaining by any such union or other organization, and (iii) neither Diablo nor in the event the Fulton Employers are xxx xxlling to employ, or terminate the employment (other than as a result of unsatisfactory performance of their respective duties) of, any officers or employees of Somerset or the Somerset Subsidiaries who are not Contract Employees, the Fulton Employers shall pax xxxerance benefits to such employees (other than Contract Employees) as follows: (A) in the event employment is nowterminated on or prior to the date which is one year after the Effective Date, orone week's salary and one week's salary for each year of service with Somerset or a Somerset Subsidiary, thereafter, up to a maximum of 26 weeks' salary; or (B) in the event employment is terminated thereafter, in accordance with the then existing severance policy of Fulton or its successor. (b) The Fulton Employers shall be xxxxgated to provide employee benefits to each person who is an employee of Somerset or a Somerset Subsidiary, on the Effective Time and continues to be employed that are substantially equivalent, in the aggregate, to Diablo's knowledge, has since January 1, 1993 been, subject to or involved in or, to Diablo's knowledge, threatened with, any union elections, petitions therefore or other organizational or recruiting activities, in each case with respect the benefits under the Somerset Benefit Plans prior to the Diablo Employees and (iv) none of the Diablo Employees has notified Diablo in writing that he or she does not intend to continue employment with Diablo Effective Time, until the Closing earlier of: (A) at least three (3) years after the Effective Date, or (B) the date that the Fulton Employers can no xxxxxx satisfy the applicable qualified retirement plan discrimination testing under the Code. For vesting and eligibility purposes for employee benefits, under each Fulton Benefit Plan anx/xx xny employee benefit plan established by Fulton after the Effective Date, employees of Somerset and the Somerset Subsidiaries shall receive credit for years of service with ATS following Somerset and the Closing. Diablo has performed in all material respects all obligations required to be performed under all Employment Arrangements and is not in material breach or violation of or in material default or arrears under any of the terms, provisions or conditions thereofSomerset Subsidiaries.

Employment Arrangements. Section 3.15 11.1 The director listed in Schedule 2 is the only director of the Diablo Company. 11.2 The particulars disclosed in the Disclosure Schedule contains a true, accurate Letter in relation to each officer and complete list employee of the Company show: (a) all remuneration payable and other benefits provided or which the Company is bound to provide (whether now or in the future) including particulars of all Diablo profit sharing incentive and bonus arrangements to which the Company is a party whether legally binding on the Company or not; (b) age and commencement date of the contract and the date on which their continuous service began; and (c) a representative sample of the standard terms and conditions of employment with the Company including the current employees involved handbook; (d) length of notice of all employees who have contractual notice of more than one month necessary to terminate each contract. 11.3 The Disclosure Letter includes details of all persons who are not employees and who are providing services to the Company or under an agreement which is not a contract of employment with the Company (including, in particular, where the individual acts as a consultant) and copies of any such contracts are attached to the Disclosure Letter. 11.4 The Disclosure Letter includes details of all employees of the Company who are on secondment, maternity, paternity, adoption or other leave or absent due to ill-health or for any other reason. 11.5 Every employee of the Company who requires a work permit to work in the ownership United Kingdom has a current work permit or operation other permission and all necessary permission to remain in the United Kingdom. 11.6 No offer of employment or engagement has been made by the Company that has not yet been accepted, or which has been accepted but where the employment or engagement has not yet started. 11.7 The acquisition of the Diablo Assets or Shares by the conduct Buyer and compliance with the terms of this Agreement will not enable any Directors, officers of senior employees of the Diablo Business (Company to terminate their employment or receive any payment or other benefit. 11.8 All contracts between the "Diablo Employees")Company and its Directors, together employees comply with each such employee's title any relevant requirements of section 319 of the Companies Xxx 0000. 11.9 The Company has not incurred any liability for failure to provide information or to consult with employees under any employment legislation. 11.10 The Company has not made or agreed to make a payment or provided or agreed to provide a benefit to a present or former Director of officer, employee to their dependants in connection with the capacity in which he actual or she is employed proposed termination or suspension of employment or variation of an employment contract. 11.11 No subject access requests made to the Company pursuant to the Date Protection Act 1998 by employees are outstanding and the basis for each such employee's compensation. Diablo has no obligation or liability, contingent or other, under any Employment Arrangement Company have complied with any Diablo Employee, other than those listed or described in Section 3.15 the provisions of the Diablo Disclosure Schedule. Except as described Data Protection Xxx 0000 in Section 3.15 respect of the Diablo Disclosure Schedule, (i) none of the Diablo Employees is now, or, all personal data held or processed by them relating to Diablo's knowledge, since January 1, 1993, has been, represented by any labor union or other employee collective bargaining organizationtheir employees, and Diablo is notformer employees. 11.12 The Company shall not alter (whether to take effect prior to, and has never been, a party to any labor on or other collective bargaining agreement with respect to after the Completion Date) any of the Diablo Employees, (ii) there are no pending grievances, disputes terms of employment or controversies with any union or any other employee or collective bargaining organization engagement of such employees, or threats of strikes, work stoppages or slowdowns or any pending demands for collective bargaining by any such union or other organization, (iii) neither Diablo nor any of such employees is now, or, to Diablo's knowledge, has since January 1, 1993 been, subject to or involved in or, to Diablo's knowledge, threatened with, any union elections, petitions therefore or other organizational or recruiting activities, in each case with respect to the Diablo Employees and (iv) none of the Diablo Employees has notified Diablo in writing that he or she does not intend to continue employment with Diablo until the Closing or with ATS following the Closing. Diablo has performed in all material respects all obligations required to be performed under all Employment Arrangements and is not in material breach or violation of or in material default or arrears under any of the termsemployees (without the prior written consent of the Buyer). 11.13 The Company has not nor will it transfer any employee from working for the Company, provisions induce any employee to resign their employment or conditions thereofagree to transfer any employee from the Company (without the prior written consent of the Buyer). 11.14 There are no sums owing to or from any employee other than reimbursement of expenses, wages for the current salary period and holiday pay for the current holiday year. 11.15 The Company has not offered, promised or agreed to any future variation in the contract of any employee. 11.16 The Disclosure Letter includes true, complete and accurate copies of all agreements or arrangements with any trade union, employee representative or body of employees or their representatives (whether binding or not) and details of any such unwritten agreements or arrangements which may affect any Employee 11.17 No employee has claimed that the Company has failed to: (a) perform all obligations and duties they are required to perform, whether or not legally binding and whether arising under contract, statute, at common law or in equity or under any treaties including the EC Treaty or laws of the European Community or otherwise; and (b) comply with the terms of any relevant agreement or arrangement with any trade union, employee representative or body of employees or their representatives (whether binding or not).

Employment Arrangements. Section 3.15 of the Diablo ATC Disclosure Schedule contains a true, accurate and complete list of all Diablo employees involved in the ownership or operation of ATC and its Subsidiaries as of the Diablo Assets or the conduct date of the Diablo Business this Agreement (the "Diablo ATC Employees"), together with each such employee's title or the capacity in which he or she is employed and the basis for each such employee's compensation. Diablo ATC has no obligation or liability, contingent or other, under any Employment Arrangement with any Diablo ATC Employee, other than (i) those listed or described in Section 3.15 4.11(a) or Section 4.14 of the Diablo ATC Disclosure Schedule, (ii) those incurred in the ordinary and usual course of business, or (iii) such obligations or liabilities as do not and will not have, in the aggregate, any Material Adverse Effect on ATC. Except as described in Section 3.15 4.14 of the Diablo ATC Disclosure Schedule, (ia) none of the Diablo ATC Employees is now, or, to Diablo's knowledge, or since January 1, 1993, 1995 has been, represented by any labor union or other employee collective bargaining organization, and Diablo ATC is not, and never has never been, a party to any labor or other collective bargaining agreement with respect to any of the Diablo ATC Employees, (iib) there are no pending grievances, disputes or controversies with any union or any other employee or collective bargaining organization of such employees, or threats of strikes, work stoppages or slowdowns or any pending demands for collective bargaining by any such union or other organization, (iiic) neither Diablo ATC nor any of such employees is now, or, to Diablo's knowledge, has or since January 1, 1993 1995 has been, subject to or involved in or, to DiabloATC's knowledge, threatened with, any union elections, petitions therefore therefor or other organizational or recruiting activities, in each case with respect to the Diablo Employees ATC Employees, and (ivd) none of the Diablo ATC Employees has notified Diablo in writing ATC that he or she does not intend to continue employment with Diablo ATC until the Closing or with ATS following the Closing. Diablo ATC has performed in all material respects all obligations required to be performed under all Employment Arrangements of ATC and is not in material breach or violation of or in material default or arrears under any of the terms, provisions or conditions thereof.

Employment Arrangements. Section 3.15 (a) In arriving at the Merger Consideration, Xxxxxx anticipated that there will be some consolidation of The Columbia Bank’s “back room” operations. Subject to that caveat, from and after the Diablo Disclosure Schedule contains a true, accurate and complete list of all Diablo employees involved in the ownership or operation of the Diablo Assets or the conduct of the Diablo Business (the "Diablo Employees"), together with each such employee's title or the capacity in which he or she is employed and the basis for each such employee's compensation. Diablo has no obligation or liability, contingent or other, under any Employment Arrangement with any Diablo Employee, other than those listed or described in Section 3.15 of the Diablo Disclosure Schedule. Except as described in Section 3.15 of the Diablo Disclosure ScheduleEffective Time, (i) none Xxxxxx, The Columbia Bank or another subsidiary of Xxxxxx (any such parties employing employees of Columbia or a Columbia Subsidiary, the “Xxxxxx Employers”) shall: (A) satisfy each of the Diablo Employees is nowEmployment Obligations, and (B) use its good faith efforts to retain each present employee of Columbia and the Columbia Subsidiaries in such employee’s current position and salary compensation (or, to Diablo's knowledge, since January 1, 1993, has been, represented by any labor union or other employee collective bargaining organizationif offered to, and Diablo is notaccepted by, and has never beenan employee, a party to any labor or other collective bargaining agreement position for which the employee is qualified with respect to any of the Diablo EmployeesXxxxxx Employers at a compensation commensurate with the position), (ii) there in the event that the Xxxxxx Employers shall continue to employ officers or employees of Columbia and the Columbia Subsidiaries as of the Effective Time, the Xxxxxx Employers shall employ such persons on the Effective Time who are no pending grievances, disputes or controversies with any union or any other employee or collective bargaining organization of such not Contract Employees as “at-will” employees, or threats of strikes, work stoppages or slowdowns or any pending demands for collective bargaining by any such union or other organization, and (iii) neither Diablo nor in the event the Xxxxxx Employers are not willing to employ, or terminate the employment (other than as a result of unsatisfactory performance of their respective duties) of, any officers or employees of Columbia or the Columbia Subsidiaries who are not Contract Employees, the Xxxxxx Employers shall pay severance benefits to such employees (other than Contract Employees) as follows: (A) in the event employment is nowterminated on or prior to the date which is one year after the Effective Date, orone week’s salary plus one week’s salary for each year of service with Columbia or a Columbia Subsidiary, or predecessor of Columbia or a Columbia Subsidiary if such service was recognized by Columbia for the purposes of Columbia’s 401(k) Plan, up to a maximum of 26 weeks’ salary; (B) in the event employment is terminated thereafter, in accordance with the then existing severance policy of Xxxxxx or its successor; or (C) as otherwise agreed between Xxxxxx and Columbia. (b) The Xxxxxx Employers shall be obligated to provide employee benefits to each person who is an employee of Columbia or a Columbia Subsidiary immediately before the Effective Time and continues to be employed that are substantially equivalent, in the aggregate, to Diablo's knowledgethe benefits under the Columbia Benefit Plans prior to the Effective Time, has since January 1until at least three (3) years after the Effective Date. Notwithstanding the immediately preceding sentence, 1993 been, subject to or involved in or, to Diablo's knowledge, threatened with, any union elections, petitions therefore or other organizational or recruiting activities, in each case if the Xxxxxx Employers can no longer satisfy the applicable employee benefit plan testing requirements under the Code after applicable transition periods under the Code with respect to a Xxxxxx Benefit Plan then the Diablo Employees and Xxxxxx Employers shall provide appropriately adjusted benefits to each person who is an employee of Columbia or a Columbia Subsidiary that would permit such Xxxxxx Benefit Plan to satisfy the applicable test under the Code. (ivc) none For at least the required three-year period, the Xxxxxx Employers shall adopt or maintain a Xxxxxx Benefit Plan that is a 401(k) plan for the benefit of each person who is an employee of Columbia or a Columbia Subsidiary, as of the Diablo Employees has notified Diablo Effective Time, and who is eligible to participate in writing the Columbia Bancorp 401(k) Plan as of the Effective Date. Such Xxxxxx Benefit Plan shall provide either (i) a matching contribution equal to 50% of each participant’s salary deferral contributions made under such 401(k) plan, with the matching contribution applicable only to salary deferral contributions up to 15% covered compensation or (ii) such other employer contribution amounts as proposed by Xxxxxx and agreed upon by Columbia on or before the Effective Date. (d) For at least the required three-year period, the Xxxxxx Employers shall adopt or maintain a Xxxxxx Benefit Plan that he is a deferred compensation plan for the benefit of each person who is an employee of Columbia or she does not intend a Columbia Subsidiary, as of the Effective Time, and who is eligible, as of the date hereof, to continue employment participate in any Columbia Bank deferred compensation plans as in effect on the date hereof. Such Xxxxxx Benefit Plan shall provide either (i) a matching contribution equal to 50% of each participant’s salary deferral contributions made under such deferred compensation plan, with Diablo the matching contribution applicable only to salary deferral contributions up to 15% of covered compensation or (ii) such other employer contribution amounts as proposed by Xxxxxx and agreed upon by Columbia on or before the Effective Date. Such Xxxxxx Benefit Plan shall also provide for benefits and other provisions consistent with the existing deferred compensation plans, including continuation of the accrual of earnings (but with only the prime rate election available) and the continuation of the death benefit provisions beyond the required three-year period, until the Closing applicable employee consents to an amendment thereto. (e) For vesting and eligibility purposes for employee benefits, under each Xxxxxx Benefit Plan and/or any employee benefit plan established by Xxxxxx after the Effective Date, employees of Columbia and the Columbia Subsidiaries shall receive credit for all years of service with Columbia and the Columbia Subsidiaries or predecessor of Columbia or the Columbia Subsidiaries if such service was recognized by Columbia for purposes of a comparable Columbia Benefit Plan. (f) Except to the extent not allowable under the terms of existing insurance contracts, any restrictions on coverage for preexisting conditions or requirements for evidence of insurability under a Xxxxxx Benefit Plan that is an employee welfare benefit plan shall be waived for the employees of Columbia and the Columbia Subsidiaries who are currently covered for such conditions under Columbia’s existing insurance plans, and such employees shall receive credit under the applicable Xxxxxx Benefit Plan for co-payments and payments under a deductible limit made by them and for out-of-pocket maximums applicable to them during the plan year of the Columbia Benefit Plan in accordance with ATS following the Closingcorresponding Columbia Benefit Plan. Diablo has performed If the terms of an existing insurance contract do not permit a waiver of restrictions or credit for co-payments and payments as described in all material respects all obligations required the preceding sentence, Xxxxxx agrees to use its best efforts to negotiate such provisions with the applicable insurer and, if Xxxxxx is unable to obtain such provision, Xxxxxx shall provide reasonable compensation to such employee in respect thereof. For the purposes of the foregoing sentence, reasonable compensation shall be deemed to be performed under all Employment Arrangements and is not annual compensation in material breach or violation the amount of or in material default or arrears the premium contribution which Xxxxxx makes under any such insurance policy on behalf of the terms, provisions or conditions thereofother employees with similar age and years of service.

Employment Arrangements. Section 3.15 (a) In arriving at the Merger Consideration, Fxxxxx anticipated that there will be some consolidation of The Columbia Bank’s “back room” operations. Subject to that caveat, from and after the Diablo Disclosure Schedule contains a true, accurate and complete list of all Diablo employees involved in the ownership or operation of the Diablo Assets or the conduct of the Diablo Business (the "Diablo Employees"), together with each such employee's title or the capacity in which he or she is employed and the basis for each such employee's compensation. Diablo has no obligation or liability, contingent or other, under any Employment Arrangement with any Diablo Employee, other than those listed or described in Section 3.15 of the Diablo Disclosure Schedule. Except as described in Section 3.15 of the Diablo Disclosure ScheduleEffective Time, (i) none Fxxxxx, The Columbia Bank or another subsidiary of Fxxxxx (any such parties employing employees of Columbia or a Columbia Subsidiary, the “Fxxxxx Employers”) shall: (A) satisfy each of the Diablo Employees is nowEmployment Obligations, and (B) use its good faith efforts to retain each present employee of Columbia and the Columbia Subsidiaries in such employee’s current position and salary compensation (or, to Diablo's knowledge, since January 1, 1993, has been, represented by any labor union or other employee collective bargaining organizationif offered to, and Diablo is notaccepted by, and has never beenan employee, a party to any labor or other collective bargaining agreement position for which the employee is qualified with respect to any of the Diablo EmployeesFxxxxx Employers at a compensation commensurate with the position), (ii) there in the event that the Fxxxxx Employers shall continue to employ officers or employees of Columbia and the Columbia Subsidiaries as of the Effective Time, the Fxxxxx Employers shall employ such persons on the Effective Time who are no pending grievances, disputes or controversies with any union or any other employee or collective bargaining organization of such not Contract Employees as “at-will” employees, or threats of strikes, work stoppages or slowdowns or any pending demands for collective bargaining by any such union or other organization, and (iii) neither Diablo nor in the event the Fxxxxx Employers are not willing to employ, or terminate the employment (other than as a result of unsatisfactory performance of their respective duties) of, any officers or employees of Columbia or the Columbia Subsidiaries who are not Contract Employees, the Fxxxxx Employers shall pay severance benefits to such employees (other than Contract Employees) as follows: (A) in the event employment is nowterminated on or prior to the date which is one year after the Effective Date, orone week’s salary plus one week’s salary for each year of service with Columbia or a Columbia Subsidiary, or predecessor of Columbia or a Columbia Subsidiary if such service was recognized by Columbia for the purposes of Columbia’s 401(k) Plan, up to a maximum of 26 weeks’ salary; (B) in the event employment is terminated thereafter, in accordance with the then existing severance policy of Fxxxxx or its successor; or (C) as otherwise agreed between Fxxxxx and Columbia. (b) The Fxxxxx Employers shall be obligated to provide employee benefits to each person who is an employee of Columbia or a Columbia Subsidiary immediately before the Effective Time and continues to be employed that are substantially equivalent, in the aggregate, to Diablo's knowledgethe benefits under the Columbia Benefit Plans prior to the Effective Time, has since January 1until at least three (3) years after the Effective Date. Notwithstanding the immediately preceding sentence, 1993 been, subject to or involved in or, to Diablo's knowledge, threatened with, any union elections, petitions therefore or other organizational or recruiting activities, in each case if the Fxxxxx Employers can no longer satisfy the applicable employee benefit plan testing requirements under the Code after applicable transition periods under the Code with respect to a Fxxxxx Benefit Plan then the Diablo Employees and Fxxxxx Employers shall provide appropriately adjusted benefits to each person who is an employee of Columbia or a Columbia Subsidiary that would permit such Fxxxxx Benefit Plan to satisfy the applicable test under the Code. (ivc) none For at least the required three-year period, the Fxxxxx Employers shall adopt or maintain a Fxxxxx Benefit Plan that is a 401(k) plan for the benefit of each person who is an employee of Columbia or a Columbia Subsidiary, as of the Diablo Employees has notified Diablo Effective Time, and who is eligible to participate in writing the Columbia Bancorp 401(k) Plan as of the Effective Date. Such Fxxxxx Benefit Plan shall provide either (i) a matching contribution equal to 50% of each participant’s salary deferral contributions made under such 401(k) plan, with the matching contribution applicable only to salary deferral contributions up to 15% covered compensation or (ii) such other employer contribution amounts as proposed by Fxxxxx and agreed upon by Columbia on or before the Effective Date. (d) For at least the required three-year period, the Fxxxxx Employers shall adopt or maintain a Fxxxxx Benefit Plan that he is a deferred compensation plan for the benefit of each person who is an employee of Columbia or she does not intend a Columbia Subsidiary, as of the Effective Time, and who is eligible, as of the date hereof, to continue employment participate in any Columbia Bank deferred compensation plans as in effect on the date hereof. Such Fxxxxx Benefit Plan shall provide either (i) a matching contribution equal to 50% of each participant’s salary deferral contributions made under such deferred compensation plan, with Diablo the matching contribution applicable only to salary deferral contributions up to 15% of covered compensation or (ii) such other employer contribution amounts as proposed by Fxxxxx and agreed upon by Columbia on or before the Effective Date. Such Fxxxxx Benefit Plan shall also provide for benefits and other provisions consistent with the existing deferred compensation plans, including continuation of the accrual of earnings (but with only the prime rate election available) and the continuation of the death benefit provisions beyond the required three-year period, until the Closing applicable employee consents to an amendment thereto. (e) For vesting and eligibility purposes for employee benefits, under each Fxxxxx Benefit Plan and/or any employee benefit plan established by Fxxxxx after the Effective Date, employees of Columbia and the Columbia Subsidiaries shall receive credit for all years of service with Columbia and the Columbia Subsidiaries or predecessor of Columbia or the Columbia Subsidiaries if such service was recognized by Columbia for purposes of a comparable Columbia Benefit Plan. (f) Except to the extent not allowable under the terms of existing insurance contracts, any restrictions on coverage for preexisting conditions or requirements for evidence of insurability under a Fxxxxx Benefit Plan that is an employee welfare benefit plan shall be waived for the employees of Columbia and the Columbia Subsidiaries who are currently covered for such conditions under Columbia’s existing insurance plans, and such employees shall receive credit under the applicable Fxxxxx Benefit Plan for co-payments and payments under a deductible limit made by them and for out-of-pocket maximums applicable to them during the plan year of the Columbia Benefit Plan in accordance with ATS following the Closingcorresponding Columbia Benefit Plan. Diablo has performed If the terms of an existing insurance contract do not permit a waiver of restrictions or credit for co-payments and payments as described in all material respects all obligations required the preceding sentence, Fxxxxx agrees to use its best efforts to negotiate such provisions with the applicable insurer and, if Fxxxxx is unable to obtain such provision, Fxxxxx shall provide reasonable compensation to such employee in respect thereof. For the purposes of the foregoing sentence, reasonable compensation shall be deemed to be performed under all Employment Arrangements and is not annual compensation in material breach or violation the amount of or in material default or arrears the premium contribution which Fxxxxx makes under any such insurance policy on behalf of the terms, provisions or conditions thereofother employees with similar age and years of service.

Employment Arrangements. Section 3.15 (a) Except as required by Law, Seller has no obligation, contingent or otherwise, under any employment agreement, collective bargaining or other labor agreement, any agreement containing severance or termination pay arrangements, retainer or consulting arrangements, or purchase plan or other employee contract or nonterminable (whether with or without penalty) arrangement. (b) Except as set forth on Schedule 2.11(b), within the last five years Seller has not experienced any labor disputes, union organization attempts or any work stoppage due to labor disagreements. Except as set forth on Schedule 2.11(b), (i) to the best knowledge of Seller, Seller is in substantial compliance with all applicable Laws respecting employment and employment practices, terms and conditions of employment and wages and hours, and is not engaged in any unfair labor practice; (ii) there is no unfair labor practice, charge or complaint against Seller pending or threatened before the Diablo Disclosure National Labor Relations Board; (iii) there is no labor strike, dispute, request for representation, slowdown or stoppage actually pending or threatened against or affecting Seller; (iv) no question concerning representation has been raised or is threatened respecting the employees of Seller; and (v) no grievance which might have an adverse affect on Seller or the conduct of its business nor any arbitration proceeding arising out of or under collective bargaining agreements is pending and no claims therefor exist. (c) Schedule contains 2.11(c) sets forth a true, accurate true and complete list of all Diablo employees involved in the ownership or operation of the Diablo Assets or the conduct of the Diablo Business (the "Diablo Employees"), together with each such employee's title or the capacity in which he or she is employed and the basis for each such employee's compensation. Diablo has no obligation or liability, contingent or other, under any Employment Arrangement with any Diablo Employee, other than those listed or described in Section 3.15 of the Diablo Disclosure Schedule. Except as described in Section 3.15 of the Diablo Disclosure Schedule, (i) none the names of all manager and assistant managers employed by Seller at the Restaurants as of the Diablo Employees is nowdate hereof, orthe date such individuals were first employed by Seller, how long such individuals have been at the particular Restaurants and the salary payable to Diablo's knowledge, since January 1, 1993, has been, represented by any labor union or other employee collective bargaining organization, such persons and Diablo is not, and has never been, a party to any labor or other collective bargaining agreement with respect to any of the Diablo Employees, (ii) there are no pending grievancesthe names of all other persons employed by Seller at the Restaurants as of the date hereof, disputes and the salary or controversies with any union or any other employee or collective bargaining organization of hourly wage payable to each such employeesperson, or threats of strikes, work stoppages or slowdowns or any pending demands for collective bargaining by any such union or other organization, and (iii) neither Diablo nor the total number of vacation days accrued by all persons employed by Seller and the total monetary value of such accrued vacation for all such persons. From and after the date hereof, Seller, the Principals or any of their respective Affiliates will not remove any management personnel (manager and assistant managers) from the Restaurants or relocate such employees is nowmanagement personnel to any other restaurants owned or operated by Seller, or, to Diablo's knowledge, has since January 1, 1993 been, subject to the Affiliates or involved their respective Affiliates and at Closing the Restaurants in or, to Diablo's knowledge, threatened with, any union elections, petitions therefore or other organizational or recruiting activities, in each case accordance with respect to the Diablo Employees and (iv) none of the Diablo Employees has notified Diablo in writing that he or she does not intend to continue employment with Diablo until the Closing or with ATS following the Closing. Diablo has performed in all material respects all obligations required to be performed under all Employment Arrangements and is not in material breach or violation of or in material default or arrears under any of the terms, provisions or conditions thereofBurger King standards.

Employment Arrangements. Section 3.15 (a) After the Effective Date, ----------------------- Parent shall, or shall cause the Surviving Corporation to, honor in accordance with their terms, all employment, severance, consulting and other compensation contracts between the Company or any of its subsidiaries and any current or former director, officer or employee thereof, and all provisions for vested benefits or other vested amounts earned or accrued through the Effective Date under any Company Benefit Plan, each as of the Diablo Disclosure Schedule contains a true, accurate and complete list of all Diablo employees involved in the ownership or operation of the Diablo Assets or the conduct of the Diablo Business (the "Diablo Employees"), together with each such employee's title or the capacity in date hereof except for changes thereto which he or she is employed and the basis for each such employee's compensation. Diablo has no obligation or liability, contingent or other, under any Employment Arrangement with any Diablo Employee, other than those listed or described in Section 3.15 of the Diablo Disclosure Schedule. Except as described in Section 3.15 of the Diablo Disclosure Schedule, are (i) none of the Diablo Employees is now, or, to Diablo's knowledge, since January 1, 1993, has been, represented by any labor union or other employee collective bargaining organization, and Diablo is not, and has never been, a party to any labor or other collective bargaining agreement with respect to any of the Diablo Employeesnot material, (ii) there are no pending grievances, disputes or controversies with any union or any other employee or collective bargaining organization of such employees, or threats of strikes, work stoppages or slowdowns or any pending demands for collective bargaining permitted by any such union or other organizationthis Merger Agreement, (iii) neither Diablo nor set forth on Schedule 7.5 hereto, or (iv) otherwise agreed to by the parties hereto. (b) Until December 31, 1998, Parent shall provide, or shall cause the Surviving Corporation to provide, generally to the officers and employees of the Surviving Corporation and its subsidiaries, employee benefits, including, without limitation, pension benefits, health and welfare benefits, severance arrangements, stock option plans and other executive compensation arrangements, on terms and conditions in the aggregate that are comparable to those provided under the Company Benefit Plans as of the date hereof. In the event that employees of the Surviving Corporation are permitted to participate in Parent Benefit Plans, these employees will be given credit for all years of service with the Company for the purposes of eligibility, vesting and vacation accruals, but not for any other purposes. (c) With regards to the Company's Supplemental Retirement Plan (Restated, 1997) (the "SERP"), the parties agree, over and above the provisions of such employees is now---- paragraph (a) hereof, orwhich, to Diablo's knowledgethe extent not inconsistent herewith, has since January 1shall be applicable to the SERP, 1993 beenas follows: (i) The execution of this Merger Agreement shall constitute an amendment by the Company to the SERP, subject effective as of one day prior to or involved in orthe date of this Merger Agreement, to Diablo's knowledgeprovide that paragraph 2.07 shall not apply to any active employee participant until six months after the Effective Date (the "Post Closing Date"). The Company and Parent agree that during the period prior to the Post Closing Date they will negotiate with each active employee participant to structure alternative arrangements with a goal of maintaining for the participants a competitive retirement and benefits program. If alternative arrangements are not mutually agreed to by the Company, threatened withParent and any individual participant by the Post Closing Date, any union elections, petitions therefore or other organizational or recruiting activities, in each case the provision of paragraph 2.07 will become applicable on the Post Closing Date with respect to such participant. (ii) Parent will cause the Diablo Employees Surviving Corporation to continue the SERP and to continue benefit accruals thereunder, with provisions no less favorable than those existing on the date of this Agreement, until the close of business on December 31, 1998. (ivd) none With regards to the special incentive program authorized by the Compensation and Benefits Committee of the Diablo Employees has notified Diablo Company's Board of Directors in writing that he relation to the Company's F-14 claim against the U.S. Navy, Parent will cause the Surviving Corporation to preserve such program and make no changes or she does not intend to continue employment with Diablo until modifications which would make its benefits less favorable than the Closing or with ATS following the Closing. Diablo has performed in all material respects all obligations required to be performed under all Employment Arrangements and is not in material breach or violation of or in material default or arrears under any of the terms, provisions or conditions thereofprogram currently provides.

Employment Arrangements. Section 3.15 of (a) From and after the Diablo Disclosure Schedule contains a true, accurate and complete list of all Diablo employees involved in the ownership or operation of the Diablo Assets or the conduct of the Diablo Business (the "Diablo Employees"), together with each such employee's title or the capacity in which he or she is employed and the basis for each such employee's compensation. Diablo has no obligation or liability, contingent or other, under any Employment Arrangement with any Diablo Employee, other than those listed or described in Section 3.15 of the Diablo Disclosure Schedule. Except as described in Section 3.15 of the Diablo Disclosure ScheduleEffective Time, (i) none Xxxxxx, Resource Bank or another subsidiary of Xxxxxx (any such parties employing employees of Resource or a Resource Subsidiary, the “Xxxxxx Employers”) shall: (A) satisfy each of the Diablo Employees is nowEmployment Obligations (as defined in Section 3.17 herein), and (B) use its good faith efforts to retain each present employee of Resource and the Resource Subsidiaries in such employee’s current position and salary compensation (or, to Diablo's knowledge, since January 1, 1993, has been, represented by any labor union or other employee collective bargaining organizationif offered to, and Diablo is notaccepted by, and has never beenan employee, a party to any labor or other collective bargaining agreement position for which the employee is qualified with respect to any of the Diablo EmployeesXxxxxx Employers at a compensation commensurate with the position), (ii) there in the event that the Xxxxxx Employers shall continue to employ officers or employees of Resource and the Resource Subsidiaries as of the Effective Time, the Xxxxxx Employers shall employ such persons on the Effective Time who are no pending grievances, disputes or controversies with any union or any other employee or collective bargaining organization of such not Contract Employees (as defined in Section 3.17 herein) as “at-will” employees, or threats of strikes, work stoppages or slowdowns or any pending demands for collective bargaining by any such union or other organization, and (iii) neither Diablo nor in the event the Xxxxxx Employers are not willing to employ, or terminate the employment (other than as a result of unsatisfactory performance of their respective duties) of, any officers or employees of Resource or the Resource Subsidiaries who are not Contract Employees, the Xxxxxx Employers shall pay severance benefits to such employees (other than Contract Employees) as follows: (A) in the event employment is nowterminated on or prior to the date which is one year after the Effective Date, orthe greater of (I) three months’ salary or (II) one week’s salary and one week’s salary for each year of service with Resource or a Resource Subsidiary, thereafter, up to a maximum of 26 weeks’ salary; or (B) in the event employment is terminated thereafter, in accordance with the then existing severance policy of Xxxxxx or its successor. (b) The Xxxxxx Employers shall be obligated to provide employee benefits to each person who is an employee of Resource or a Resource Subsidiary, on the Effective Time and continues to be employed that are substantially equivalent, in the aggregate, to Diablo's knowledge, has since January 1, 1993 been, subject to or involved in or, to Diablo's knowledge, threatened with, any union elections, petitions therefore or other organizational or recruiting activities, in each case with respect the benefits under the Resource Benefit Plans prior to the Diablo Employees and (iv) none of the Diablo Employees has notified Diablo in writing that he or she does not intend to continue employment with Diablo Effective Time, until the Closing earlier of: (A) at least three (3) years after the Effective Date, or (B) the date that the Xxxxxx Employers can no longer satisfy the applicable qualified retirement plan discrimination testing under the Code. For vesting and eligibility purposes for employee benefits, under each Xxxxxx Benefit Plan and/or any employee benefit plan established by Xxxxxx after the Effective Date, employees of Resource and the Resource Subsidiaries shall receive credit for years of service with ATS following Resource and the Closing. Diablo has performed in all material respects all obligations required to be performed under all Employment Arrangements and is not in material breach or violation of or in material default or arrears under any of the terms, provisions or conditions thereofResource Subsidiaries.