Common use of Seller Employees Clause in Contracts

Seller Employees. (a) Buyer shall give Qualifying Offers of employment to all employees of Seller who are covered by the IBEW Local Union No. 387 collective bargaining agreement with Seller (the "IBEW CBA") and are employed in positions relating to the Business (collectively, "Union Employees"). Each such person who becomes employed by Buyer pursuant to this section shall be referred to herein as a "Transferred Union Employee". (b) Buyer shall give Qualifying Offers of employment to substantially all of the salaried employees of Seller who are employed in positions relating to the Business (collectively, "Non-Union Employees"). Each such person who becomes employed by Buyer pursuant to this section shall be referred to herein as a "Transferred Non-Union Employee." Buyer shall reimburse Seller for 50 percent of the aggregate Severance Cost (as defined below) relating to those Non-Union Employees whose employment is terminated by Seller prior to or as of the Closing Date. "Severance Cost" means the sum of the following costs incurred by Seller resulting from a Non-Union Employee's termination of employment with Seller: (i) all cash severance benefits payable pursuant to Seller's severance policy, (ii) the cost of outplacement services provided pursuant to Seller's severance policy, (iii) Seller's subsidized portion of COBRA Continuation Coverage provided by Seller's health plan in accordance with Seller's severance policy, (iv) the additional severance benefits payable pursuant to arrangements with the specific individuals identified in a schedule delivered to Buyer prior to the date hereof; and (v) any retention bonuses paid by Seller to Non-Union Employees who do not receive Qualifying Offers of employment and who are deemed in Seller's discretion to be critical to the ongoing operation of the Business. With respect to the Severance Cost components described in clauses (i), (ii), (iv) and (v) of the preceding sentence, Buyer shall pay such reimbursement to Seller at the later of Closing or five days after receipt of a list of such terminated Non-Union Employees and the amount of such Severance Cost components with respect to such employees. With respect to the Severance Cost component described in clause (iii), Seller shall provide Buyer during the COBRA Continuation Coverage period with a monthly schedule setting forth the cumulative amount of such cost component for the preceding month, and Buyer shall pay such reimbursement to Seller within five days after receipt of each such schedule.

Seller Employees. (a) Buyer Hospitality shall give Qualifying Offers of offer employment to all employees ADI Personnel upon terms and conditions substantially equivalent to those provided by Seller; however, Hospitality shall not be required to provide stock options or any stock purchase rights. For a period of twelve months following the Closing, neither Purchaser nor Hospitality shall hire any person who was an employee of Seller who are covered by or any subsidiary of Seller within the IBEW Local Union No. 387 collective bargaining agreement with Seller previous three months (other than ADI Personnel), and for a period of eighteen months following the "IBEW CBA") and are employed in positions relating to the Business (collectivelyClosing, "Union Employees"). Each such neither Purchaser nor Hospitality shall solicit for employment any person who becomes employed by Buyer pursuant to this section shall be referred to herein as a "Transferred Union Employee"is an employee of Seller or any subsidiary of Seller. (b) Buyer Hospitality shall give Qualifying Offers maintain employee records transferred to Hospitality hereunder for a period of employment not less than four years and during that period will afford Seller reasonable access to such records during Hospitality's normal business hours. Hospitality shall maintain the confidentiality of such records and limit access thereto in a manner consistent with Hospitality's treatment of its employee records. (c) Hopsitality agrees, with respect to ADI Personnel hired by Hospitality, to provide compensation and benefits to such ADI Personnel substantially all of equivalent to current levels, excluding stock options and the salaried employees of Seller who are employed in positions relating to the Business (collectivelystock purchase program, "Non-Union Employees"). Each such person who becomes employed by Buyer pursuant to this section shall be referred to herein as a "Transferred Non-Union Employee." Buyer shall reimburse Seller for 50 percent of the aggregate Severance Cost (as defined below) relating to those Non-Union Employees whose employment is terminated by Seller prior to or as of the Closing Date. "Severance Cost" means the sum of the following costs incurred by Seller resulting from a Non-Union Employee's termination of employment with Seller: and agrees (i) all cash severance to give such employees credit under Hospitality's benefits payable pursuant plans, programs, and arrangements, including credit for accrued but unvested vacation which has been charged to Seller under Section 2.3, for such employees' period of service with Seller's severance policy, provided that such credit shall only be taken into account under any tax-qualified plan maintained by Hospitality for purposes of determining such employees' eligibility for participation and eligibility to satisfy any hours of service requirement in order to receive an allocation of an employer contribution; (ii) to provide coverage to such employees who are eligible under Hospitality's health, medical, life insurance, and other welfare plans (A) without the cost need to undergo a physical examination or otherwise provide evidence of outplacement services provided pursuant to insurability; (B) any pre-existing condition or similar limitations or exclusions will be applied by taking into account the period of coverage under Seller's severance policyplan; (C) by applying and giving credit for amounts paid for the plan year in which the Closing Date occurs as deductibles, (iii) Seller's subsidized portion out of COBRA Continuation Coverage provided by Seller's health plan in accordance with Seller's severance policypocket expenses, (iv) the additional severance benefits payable pursuant to arrangements with the specific individuals identified in a schedule delivered to Buyer prior to the date hereof; and (v) any retention bonuses similar amounts paid by Seller to Non-Union Employees who do not receive Qualifying Offers of employment individuals and who are deemed in Seller's discretion to be critical to the ongoing operation of the Business. With respect to the Severance Cost components described in clauses (i), (ii), (iv) and (v) of the preceding sentence, Buyer shall pay such reimbursement to Seller at the later of Closing or five days after receipt of a list of such terminated Non-Union Employees and the amount of such Severance Cost components with respect to such employees. With respect to the Severance Cost component described in clause (iii), Seller shall provide Buyer during the COBRA Continuation Coverage period with a monthly schedule setting forth the cumulative amount of such cost component for the preceding month, and Buyer shall pay such reimbursement to Seller within five days after receipt of each such scheduletheir beneficiaries.

Seller Employees. (a) Buyer shall give Qualifying Offers of employment to all employees of Seller who are covered by the IBEW Local Union NoUnions Nos. 387 and 769 collective bargaining agreement agreements with Seller (the "IBEW CBACBA(s)") and are employed in positions relating to the Business (collectively, "Union Employees"). Each such person who becomes employed by Buyer pursuant to this section shall be referred to herein as a "Transferred Union Employee". (b) Buyer shall give Qualifying Offers of employment to substantially all of the salaried employees of Seller who are employed in positions relating to the Business (collectively, "Non-Union Employees"). Each such person who becomes employed by Buyer pursuant to this section shall be referred to herein as a "Transferred Non-Union Employee." Buyer shall reimburse Seller for 50 percent of the aggregate Severance Cost (as defined below) relating to those Non-Union Employees whose employment is terminated by Seller prior to or as of the Closing Date. "Severance Cost" means the sum of the following costs incurred by Seller resulting from a Non-Union Employee's termination of employment with Seller: (i) all cash severance benefits payable pursuant to Seller's severance policy, (ii) the cost of outplacement services provided pursuant to Seller's severance policy, (iii) Seller's subsidized portion of COBRA Continuation Coverage provided by Seller's health plan in accordance with Seller's severance policy, (iv) the additional severance benefits payable pursuant to arrangements with the specific individuals identified in a schedule delivered to Buyer prior to the date hereof; and (v) any retention bonuses paid by Seller to Non-Union Employees who do not receive Qualifying Offers of employment and who are deemed in Seller's discretion to be critical to the ongoing operation of the Business. With respect to the Severance Cost components described in clauses (i), (ii), (iv) and (v) of the preceding sentence, Buyer shall pay such reimbursement to Seller at the later of Closing or five days after receipt of a list of such terminated Non-Union Employees and the amount of such Severance Cost components with respect to such employees. With respect to the Severance Cost component described in clause (iii), Seller shall provide Buyer during the COBRA Continuation Coverage period with a monthly schedule setting forth the cumulative amount of such cost component for the preceding month, and Buyer shall pay such reimbursement to Seller within five days after receipt of each such schedule.

Seller Employees. (a) Buyer shall give Qualifying Offers of Purchaser intends to offer employment to all employees ADI Personnel employed and in good standing at the Effective Time upon terms and conditions substantially equivalent to those provided by Seller; however, Purchaser shall not be required to provide stock options or any stock purchase rights. For a period of eighteen months following the Closing, unless otherwise permitted by Seller in writing, Purchaser shall not solicit for employment any person who is an employee of Seller who are covered by the IBEW Local Union No. 387 collective bargaining agreement with or any subsidiary of Seller (the "IBEW CBA") and are employed in positions relating to the Business (collectively, "Union Employees"other than ADI Personnel). Each such person who becomes employed by Buyer pursuant to this section shall be referred to herein as a "Transferred Union Employee". (b) Buyer Purchaser shall give Qualifying Offers maintain employee records transferred to Purchaser hereunder for a period of employment not less than four years and during that period will afford Seller reasonable access to substantially all such records during Purchaser's normal business hours. Purchaser shall maintain the confidentiality of the salaried employees such records and limit access thereto in a manner consistent with Purchaser's treatment of Seller who are employed in positions relating its employee records. (c) Purchaser agrees with respect to the Business (collectively, "Non-Union Employees"). Each such person who becomes employed ADI Personnel hired by Buyer pursuant to this section shall be referred to herein as a "Transferred Non-Union Employee." Buyer shall reimburse Seller for 50 percent of the aggregate Severance Cost (as defined below) relating to those Non-Union Employees whose employment is terminated by Seller prior to or as of the Closing Date. "Severance Cost" means the sum of the following costs incurred by Seller resulting from a Non-Union Employee's termination of employment with SellerPurchaser: (i) all cash severance to give such employees credit under Purchaser's benefits payable pursuant plans, programs, and arrangements, including credit for accrued but unvested vacation which has been charged to Seller under Section 2.3, for such employees' period of service with Seller's severance policy, provided that such credit shall only be taken into account under any tax-qualified plan maintained by Purchaser for purposes of determining such employees' eligibility for participation and eligibility to satisfy any hours of service requirement in order to receive an allocation of an employer contribution; (ii) to provide coverage to such employees who are eligible under Purchaser's health, medical, life insurance, and other welfare plans, to the cost extent such plans are in effect (A) without the need to undergo a physical examination or otherwise provide evidence of outplacement services provided pursuant to insurability; (B) any pre-existing condition or similar limitations or exclusions will be applied by taking into account the period of coverage under Seller's severance policyplan; (C) by applying and giving credit for amounts paid for the plan year in which the Closing Date occurs as deductibles, (iii) Seller's subsidized portion out of COBRA Continuation Coverage provided by Seller's health plan in accordance with Seller's severance policypocket expenses, (iv) the additional severance benefits payable pursuant to arrangements with the specific individuals identified in a schedule delivered to Buyer prior to the date hereof; and (v) any retention bonuses similar amounts paid by individuals and their beneficiaries. Seller to Non-Union Employees who do not receive Qualifying Offers of employment and who are deemed in Seller's discretion Purchaser acknowledge that the only employee benefit plans to be critical offered by Purchaser to the ongoing operation of the Business. With respect to the Severance Cost components described in clauses (i)its employees, (ii), (iv) and (v) of the preceding sentence, Buyer shall pay such reimbursement to Seller either at the later of Closing Effective Time or five days after receipt of a list of such terminated Non-Union Employees and the amount of such Severance Cost components with respect to such employees. With respect to the Severance Cost component described in clause within twelve (iii)12) months thereafter, Seller shall provide Buyer during the COBRA Continuation Coverage period with a monthly schedule setting forth the cumulative amount of such cost component for the preceding month, and Buyer shall pay such reimbursement to Seller within five days after receipt of each such schedule.are those listed on Exhibit G.

Seller Employees. From and after the Closing, the Purchaser Parties shall have the following obligations regarding the Seller Employees. Nothing in this Section 3.12, however, shall be construed to limit the right of the Purchaser Parties to amend or terminate any employee benefit plan or to modify any compensation arrangement after the Closing or to terminate any employee for any reason at any time (subject to the provisions of any written employment contracts entered into between HSN Catalog Services and such employee) following the Closing. (a) Buyer Effective as of the Closing, HSN Catalog Services shall give Qualifying Offers of employment offer continued employment, on similar terms, to all employees of each person listed as a Seller who are covered by the IBEW Local Union No. 387 collective bargaining agreement with Seller Employee on Schedule 2.1(m) (the "IBEW CBA") and are employed in positions relating to the Business (collectively, "Union Continuing Employees"). Each such person who becomes employed by Buyer pursuant to this section shall be referred to herein as a "Transferred Union Employee". (b) Buyer All Continuing Employees shall give Qualifying Offers of employment be entitled to substantially all participate in the employee benefits and compensation, severance, bonus, stock option, stock purchase and other incentive plans of the salaried employees of Seller who are employed in positions relating Purchaser Parties pursuant to the Business terms and conditions of such plans, consistent with the participation offered to the Purchaser Parent's employees holding similar positions except as set forth more specifically in paragraph (collectively, "Non-Union Employees")c) of this Section 3.12. Each such person who becomes employed by Buyer pursuant plan shall grant credit to this section shall be referred each Continuing Employee for all service on or prior to herein as a "Transferred Non-Union Employee." Buyer shall reimburse the Closing with the Seller for 50 percent of the aggregate Severance Cost vesting and eligibility purposes. (as defined belowc) relating Any welfare benefit plan established or maintained by any Purchaser Party or any Affiliate thereof under which one or more Continuing Employees become eligible to those Non-Union Employees whose employment is terminated by Seller prior to or as of the Closing Date. "Severance Cost" means the sum of the following costs incurred by Seller resulting from a Non-Union Employee's termination of employment with Seller: participate shall (i) all cash severance benefits payable pursuant to Seller's severance policywaive any waiting period, (ii) the cost of outplacement services provided pursuant to Seller's severance policy, waive any exclusion or limitation for preexisting conditions which were covered (iii) Seller's subsidized portion of COBRA Continuation Coverage provided by Seller's health plan in accordance with Seller's severance policy, (iv) the additional severance benefits payable pursuant to arrangements with the specific individuals identified in a schedule delivered to Buyer prior to the date hereof; and (v) any retention bonuses paid by Seller to Non-Union Employees who do not receive Qualifying Offers of employment and who are deemed in Seller's discretion to be critical to the ongoing operation of the Business. With respect to the Severance Cost components described in clauses (i), (ii), (iv) and (v) of the preceding sentence, Buyer shall pay such reimbursement to Seller at the later of Closing or five days after receipt of a list of such terminated Non-Union Employees and the amount of such Severance Cost components with respect to such employees. With respect Continuing Employee or family member) under any employee welfare benefit plan maintained by the Seller or any Affiliate thereof prior to the Severance Cost component described in clause Closing and (iii)) grant credit (for purposes of annual deductibles, Seller shall provide Buyer co-payments and out-of-pocket limits) for any covered claims incurred or payments made prior to the Closing during the COBRA Continuation Coverage period with a monthly schedule setting forth plan year in which the cumulative amount Closing occurs. To the extent requested by the Purchaser, the Seller Parties shall take any reasonable steps necessary to enroll the Continuing Employees in comparable plans maintained by any Purchaser Party as of such cost component for the preceding month, Closing. No Continuing Employee shall be simultaneously covered under any employee welfare benefit plan or cafeteria plan of the Purchaser Parties and Buyer shall pay such reimbursement to of the Seller within five days after receipt of each such scheduleParties.

Seller Employees. (a) Buyer shall give Qualifying Offers As it relates to the Purchased Assets, Schedule 3.12(a) of the Disclosure Schedule sets forth a true, correct and complete list of Seller’s current employees and contractors (the “Seller Employees”), setting forth accurate and complete information as of the date hereof regarding each Seller Employee’s name, location, title or position, compensation, date of hire, visa status (if applicable), overtime classification, accrued vacation and other paid time off, and all bonus and similar payments made during Seller’s current and preceding fiscal year. All Seller Employees are employed “at will” and their employment is terminable by Seller without notice and without penalty or damages. Seller is not, and has not been in the past, party to all employees of Seller who are covered or bound by the IBEW Local Union No. 387 any collective bargaining agreement or contract with Seller (the "IBEW CBA") any labor union or collective bargaining unit representing its employees and there is no request for representation pending. There are employed in positions relating no strikes, lockouts, slowdowns or work stoppages pending or, to Seller’s knowledge, threatened with respect to the Business (collectively, "Union Seller Employees"). Each such person who becomes employed There have been no union organization efforts with respect to the Seller Employees or attempts by Buyer pursuant any union to this section shall be referred to herein represent Seller Employees as a "Transferred Union Employee"collective bargaining agent. (b) Buyer shall give Qualifying Offers During the past three (3) years, Seller has complied with applicable Legal Requirements relating to employment matters, including those related to wages and hours, classification of employment employees and independent contractors, payroll taxes, unemployment taxes, medical leave, all other paid and unpaid leave, discrimination, harassment, retaliation, whistleblowing, plant closures and layoffs, wrongful termination, immigration and naturalization, collective bargaining, and the payment and withholding of taxes. Seller is in compliance with, and, in the past three (3) years, has complied with all Legal Requirements relating to substantially all immigration and naturalization, including Form I-9 requirements, any applicable mandatory E-Verify obligations, and the terms of any H2B visa labor certifications. As of the salaried employees date hereof, all compensation, including wages, commissions, overtime, bonuses, accrued paid leave, fringe benefits, pension benefits, profit-sharing benefits and severance payments, payable to all employees, officers, directors, and independent contractors of Seller who are employed in positions relating for services performed on or prior to the Business Closing Date have been paid in full in accordance with the applicable Legal Requirements. Seller is not liable for any payment to any trust or other fund to any Governmental Authority, with respect to unemployment compensation benefits, social security or other benefits or obligations for employees (collectively, "Non-Union Employees"other than routine payments to be made in the ordinary course of business and consistently with past practice). Each such person who becomes employed by Buyer pursuant to this section shall be referred to herein There is no pending claim or Action against Seller under any workers’ compensation plan or policy or for long-term disability. Except as a "Transferred Non-Union Employee." Buyer shall reimburse Seller for 50 percent disclosed in Schedule 3.12(a) of the aggregate Severance Cost (as defined below) relating Disclosure Schedule, all deferred compensation arrangements, severance agreements, retirement agreements or other employee agreements or commitments applicable to those Non-Union Employees whose employment is Seller Employee have been terminated by Seller prior to or as of the Closing Date. "Severance Cost" means Seller, including any of its officers, has not received within the sum past three (3) years any notice of intent by any Governmental Authority responsible for the following costs incurred by enforcement of labor or employment laws to conduct an investigation relating to Seller resulting from a Non-Union Employee's termination of employment with Sellerand no such investigation is in process. During the past three (3) years, Seller has not effectuated: (i) a “plant closing” (as defined in the WARN Act or any similar Legal Requirement) or (ii) a “mass layoff” (as defined in the WARN Act, or any similar Legal Requirement). (c) Schedule 3.12(c) of the Disclosure Schedule sets forth a complete and accurate list of all cash “employee benefit plans” within the meaning of Section 3(3) of ERISA, and all other profit-sharing, bonus, incentive, stock option, stock purchase, restricted stock, change in control, pension, retirement, port-retirement, deferred compensation, post-retirement medical or life insurance, welfare, vacation, sick leave, short- or long-term disability, retention, severance benefits payable pursuant and salary continuation, and fringe benefit plans, programs and arrangements, in each case, established, maintained, sponsored or contributed to Seller's severance policyby Seller for the benefit of any Seller Employees (the “Benefit Plans”). Seller has made available to Buyer the following documents with respect to each Benefit Plan, as applicable: (i) the governing plan document, including all amendments thereto, and all related trust documents and funding instruments, including any group contracts and insurance policies, (ii) a written summary of the cost terms of outplacement services provided pursuant to Seller's severance policyany Benefit Plan that is not set forth in a written document, (iii) Seller's subsidized portion of COBRA Continuation Coverage provided by Seller's health the most recent summary plan in accordance with Seller's severance policydescription, (iv) the additional severance benefits payable pursuant to arrangements with the specific individuals identified in a schedule delivered to Buyer prior to the date hereof; most recent determination or opinion letter, and (v) the most recent annual report (Form 5500 series and all schedules and financial statements attached thereto). Each Benefit Plan has been maintained and operated in accordance with its terms and is in compliance in all respects with applicable Legal Requirements. All contributions, reserves or premium payments (including all employer contributions and employee salary reduction contributions) that are due as of the date hereof have been made or paid with respect to each Benefit Plan, or, if not yet due, have been properly accrued. Seller does not maintain any retention bonuses paid Benefit Plan that is required to be treated as a nonqualified deferred compensation plan under Section 409A of the Code. Each Benefit Plan that is intended to be qualified under Section 401(a) of the Code is the subject of a favorable determination letter from the IRS, or with respect to a prototype plan, Seller can rely on an opinion letter from the IRS to the prototype plan sponsor, to the effect that such Benefit Plan is so qualified and that the Benefit Plan and the trust related thereto are exempt from federal income Taxes under Sections 401(a) and 501(a), respectively, of the Code, and there are no facts or circumstances that would reasonably be expected to result in the loss of the qualification of such Benefit Plan. Neither Seller, nor any ERISA Affiliate sponsors, maintains or contributes to any “employee pension benefit plan” within the meaning of Section 3(2) of ERISA that is subject to Title IV of ERISA or any “multiemployer plan” within the meaning of Section 3(37) of ERISA. As of the date hereof, there are no Actions pending or, to Seller’s knowledge, threatened, with respect to any Benefit Plan (other than routine claims for benefits in the ordinary course of business). No Benefit Plan is under an audit or investigation by Seller to Non-Union Employees who do not receive Qualifying Offers the IRS, the U.S. Department of Labor or any other Governmental Authority. (d) Except as set forth in Schedule 3.12(d) of the Disclosure Schedule, none of the execution and delivery of this Agreement or the consummation of any transaction contemplated hereby or any termination of employment and who are deemed or service in Seller's discretion to be critical to the ongoing operation of the Business. With respect to the Severance Cost components described in clauses connection therewith or subsequent thereto will (i)) result in any payment (including severance, unemployment compensation, golden parachute, bonus or otherwise) becoming due to any Person, (ii)) increase any benefits otherwise payable by Seller, (iii) result in the acceleration of the time of payment or vesting of any such benefits, (iv) and increase the amount of compensation due to any Person, or (v) result in the forgiveness in whole or in part of any outstanding loans made by Seller to any Person. Neither Seller nor any of its Affiliates is party to any plan, program, arrangement or understanding that would result, separately or in the aggregate, in the payment (whether in connection with any termination of employment or otherwise) of any “excess parachute payment” within the meaning of Section 280G of the preceding sentence, Buyer shall pay such reimbursement to Seller at the later of Closing or five days after receipt of a list of such terminated Non-Union Employees and the amount of such Severance Cost components Code with respect to such employees. With respect to any “disqualified individual” within the Severance Cost component described in clause (iii), Seller shall provide Buyer during meaning of Section 280G of the COBRA Continuation Coverage period with Code and the regulations promulgated thereunder as a monthly schedule setting forth result of the cumulative amount of such cost component for the preceding month, and Buyer shall pay such reimbursement to Seller within five days after receipt of each such scheduletransactions contemplated by this Agreement.

Seller Employees. (a) Buyer Purchaser shall give Qualifying Offers of offer employment to all employees ADI Personnel upon terms and conditions substantially equivalent to those provided by Seller; however, Purchaser shall not be required to provide stock options or any stock purchase rights. For a period of twelve months following the Closing, other than the ADI Personnel, Purchaser shall not solicit for employment any person who is a salaried employee of Seller who are covered by the IBEW Local Union No. 387 collective bargaining agreement with Seller (the "IBEW CBA") and are employed in positions relating to the Business (collectively, "Union Employees"). Each such person who becomes employed by Buyer pursuant to this section shall be referred to herein as a "Transferred Union Employee"or any subsidiary of Seller. (b) Buyer Purchaser shall give Qualifying Offers maintain employee records transferred to Purchaser hereunder for a period of employment not less than four years and during that period will afford Seller reasonable access to substantially all such records during Purchaser's normal business hours. Purchaser shall maintain the confidentiality of the salaried employees such records and limit access thereto in a manner consistent with Purchaser's treatment of Seller who are employed in positions relating its employee records. (c) Purchaser agrees with respect to the Business (collectively, "Non-Union Employees"). Each such person who becomes employed ADI Personnel hired by Buyer pursuant to this section shall be referred to herein as a "Transferred Non-Union Employee." Buyer shall reimburse Seller for 50 percent of the aggregate Severance Cost (as defined below) relating to those Non-Union Employees whose employment is terminated by Seller prior to or as of the Closing Date. "Severance Cost" means the sum of the following costs incurred by Seller resulting from a Non-Union Employee's termination of employment with SellerPurchaser: (i) all cash severance to give such employees credit under Purchaser's benefits payable pursuant plans, programs, and arrangements (including credit for accrued but unvested vacation which has been charged to Seller under Section 2.3) for such employees' period of service with Seller's severance policy, provided that such credit shall only be taken into account under any tax-qualified plan maintained by Purchaser for purposes of determining such employees' eligibility for participation and eligibility to satisfy any hours of service requirement in order to receive an allocation of an employer contribution; (ii) to provide coverage to such employees who are eligible under Purchaser's health, medical, life insurance, and other welfare plans (A) without the cost need to undergo a physical examination or otherwise provide evidence of outplacement services provided pursuant to insurability; (B) any pre-existing condition or similar limitations or exclusions will be applied by taking into account the period of coverage under Seller's severance policyplan; (C) by applying and giving credit for amounts paid for the plan year in which the Closing Date occurs as deductibles, (iii) Seller's subsidized portion out of COBRA Continuation Coverage provided by Seller's health plan in accordance with Seller's severance policypocket expenses, (iv) the additional severance benefits payable pursuant to arrangements with the specific individuals identified in a schedule delivered to Buyer prior to the date hereof; and (v) any retention bonuses similar amounts paid by Seller to Non-Union Employees who do not receive Qualifying Offers of employment individuals and who are deemed in Seller's discretion to be critical to the ongoing operation of the Business. With respect to the Severance Cost components described in clauses (i), (ii), (iv) and (v) of the preceding sentence, Buyer shall pay such reimbursement to Seller at the later of Closing or five days after receipt of a list of such terminated Non-Union Employees and the amount of such Severance Cost components with respect to such employees. With respect to the Severance Cost component described in clause (iii), Seller shall provide Buyer during the COBRA Continuation Coverage period with a monthly schedule setting forth the cumulative amount of such cost component for the preceding month, and Buyer shall pay such reimbursement to Seller within five days after receipt of each such scheduletheir beneficiaries.

Seller Employees. (a) Buyer shall give Qualifying Offers of employment to all employees of Seller who are covered by the IBEW Local Union No. 387 collective bargaining agreement with Seller (the "IBEW CBA") and are employed in positions relating Prior to the Business (collectivelyClosing, "Union Employees"). Each such person who becomes employed by Buyer pursuant to this section the Seller shall be referred to herein as a "Transferred Union Employee". (b) Buyer shall give Qualifying Offers terminate the employment of employment to substantially all of the salaried employees Seller Employees, effective as of the Effective Time of Closing. With the exception of the Seller who are employed Employees identified on the Schedule as the persons whom the Seller desires to retain in its employment, Buyer shall offer employment to each of the Seller Employees effective as of the Effective Time of Closing in their present or comparable positions relating and with base salaries or hourly wages at least equal to the Business (collectivelybase salaries or hourly wages, "Non-Union Employees"). Each as the case may be, paid by the Seller to such person who becomes employed by Buyer pursuant to this section shall be referred to herein as a "Transferred Non-Union Employee." Buyer shall reimburse Seller for 50 percent of the aggregate Severance Cost (as defined below) relating to those Non-Union Employees whose employment is terminated by Seller prior to or as of the Closing Date. "Severance Cost" means Any Seller Employee who accepts Buyer's employment offer will be eligible to participate in employee benefit plans sponsored and maintained by the sum Buyer, subject to any applicable waiting periods. For purposes of vesting requirements provided under the following costs incurred by Buyer's plans, Seller resulting from a Non-Union Employee's termination of Employees who accept employment with Seller: (i) all cash severance benefits payable pursuant to Seller's severance policy, (ii) the cost of outplacement services provided pursuant to Seller's severance policy, (iii) Seller's subsidized portion of COBRA Continuation Coverage provided by Seller's health plan in accordance with Seller's severance policy, (iv) the additional severance benefits payable pursuant to arrangements Buyer will receive credit for employment service with the specific individuals identified in a schedule delivered to Seller. Notwithstanding the foregoing, Buyer shall not hire, with an effective date of hiring prior to the date hereof; and (v) Closing Date, any retention bonuses paid by Seller to Non-Union Employees who do not receive Qualifying Offers of employment and who are deemed in Seller's discretion to be critical to the ongoing operation of the Business. With respect to the Severance Cost components described in clauses (i), (ii), (iv) and (v) of the preceding sentence, Buyer shall pay such reimbursement to Seller at the later of Closing or five days after receipt of a list of such terminated Non-Union Employees and the amount of such Severance Cost components with respect to such employees. With respect to the Severance Cost component described in clause (iii), Seller shall provide Buyer during the COBRA Continuation Coverage period with a monthly schedule setting forth the cumulative amount of such cost component for the preceding monthEmployee, and Buyer shall pay have no obligation to hire any Seller Employee who refuses to take or fails a drug screening test administered by the Buyer in accordance with its policies and practices. It is further expressly understood and agreed that, subject to Buyer's compliance with its obligation to offer employment to each Seller Employee pursuant to this Section 3.12(b), the Buyer is not assuming any union contracts, collective bargaining agreements, any liabilities or obligations under any Employee Benefit Plan, including without limitation any severance benefits that might arise under an Employee Benefit Plan or COBRA as a result of Seller's termination of such reimbursement Seller Employee's employment pursuant to this Section 3.12(b) of this Agreement or otherwise, or any other obligations of the Seller within five days after receipt to any of each the Seller Employees, whether existing prior to or arising as a result of the consummation of the transactions contemplated by this Agreement. Any and all such schedulematters shall be "Retained Liabilities" and shall remain the Seller's sole responsibility and obligation. However, to the extent any such liability or obligation results from Buyer's failure to offer employment to one or more Seller Employees as required by this Section 3.12(b), then such liabilities and obligations shall be deemed "Assumed Liabilities" for all purposes under this Agreement and the Buyer shall be fully responsible for such liabilities and obligations.

Seller Employees. (a) Buyer Purchaser shall give Qualifying Offers of offer employment to all employees ADI Personnel as to whom Purchaser has been furnished all employment records at Closing, upon terms and conditions substantially equivalent to those provided by Seller; however, Purchaser shall not be required to provide stock options or any stock purchase rights. For a period of twelve months following the Closing, Purchaser shall not solicit for employment any person who is a salaried employee of Seller who are covered by the IBEW Local Union No. 387 collective bargaining agreement with Seller (the "IBEW CBA") and are employed in positions relating to the Business (collectively, "Union Employees"). Each such person who becomes employed by Buyer pursuant to this section shall be referred to herein as a "Transferred Union Employee"or any subsidiary of Seller. (b) Buyer Purchaser shall give Qualifying Offers maintain employee records transferred to Purchaser hereunder for a period of employment not less than four years and during that period will afford Seller reasonable access to substantially all such records during Purchaser's normal business hours. Purchaser shall maintain the confidentiality of the salaried employees such records and limit access thereto in a manner consistent with Purchaser's treatment of Seller who are employed in positions relating its employee records. (c) Purchaser agrees with respect to the Business ADI Personnel hired by Purchaser within six (collectively, "Non-Union Employees"). Each such person who becomes employed by Buyer pursuant to this section shall be referred to herein as a "Transferred Non-Union Employee." Buyer shall reimburse Seller for 50 percent of the aggregate Severance Cost (as defined below6) relating to those Non-Union Employees whose employment is terminated by Seller prior to or as months of the Closing Date. "Severance Cost" means the sum of the following costs incurred by Seller resulting from a Non-Union Employee's termination of employment with Seller: (i) all cash severance to give such employees credit under Purchaser's benefits payable pursuant plans, programs, and arrangements (including credit for accrued vacation which has been charged to Seller under Section 2.3) for such employees' period of service with Seller's severance policy, provided that such credit shall only be taken into account under any tax-qualified plan maintained by Purchaser for purposes of determining such employees' eligibility for participation and eligibility to satisfy any hours of service requirement in order to receive an allocation of an employer contribution; (ii) to provide coverage to such employees who are eligible under Purchaser's health, medical, life insurance, and other welfare plans (A) without the cost need to undergo a physical examination or otherwise provide evidence of outplacement services provided insurability; (B) any pre-existing condition or similar limitations or exclusions will be applied by taking into account the period of coverage under Seller's plan; (C) by applying and giving credit for amounts paid for the plan year in which the Closing Date occurs as deductibles, out of pocket expenses, and similar amounts paid by individuals and their beneficiaries. (d) Each of the ADI Personnel offered employment pursuant to Seller's severance policy, (iiiSection 6.3(a) Seller's subsidized portion shall be offered employment by Purchaser as an "at will" employee of COBRA Continuation Coverage provided by Seller's health plan in accordance with Seller's severance policy, (iv) the additional severance benefits payable pursuant Purchaser to arrangements with the specific individuals identified in a schedule delivered perform such duties as Purchaser may assign to Buyer prior such employee from time to time. Each such employee shall be subject to the date hereof; same rules and (v) any retention bonuses paid by Seller policies applicable to Non-Union Employees who do not receive Qualifying Offers of employment and who are deemed in SellerPurchaser's discretion to be critical to the ongoing operation of the Business. With respect to the Severance Cost components described in clauses (i), (ii), (iv) and (v) of the preceding sentence, Buyer shall pay such reimbursement to Seller at the later of Closing or five days after receipt of a list of such terminated Non-Union Employees and the amount of such Severance Cost components current employees with respect to such employees. With respect to the Severance Cost component described in clause (iii)all employment related matters including retention, Seller shall provide Buyer during the COBRA Continuation Coverage period with a monthly schedule setting forth the cumulative amount of such cost component for the preceding monthdisciplinary action, termination, promotion, compensation, and Buyer except as otherwise provided in this Agreement, benefits. (e) The covenants of Purchaser contained in this Section are made solely to Seller. Nothing contained in this Section gives or shall pay be construed as giving any employee of Seller, including ADI Personnel, any right to be employed by Purchaser in any capacity, for any rate of compensation or for any period of time. No employee of Seller, including ADI Personnel, shall be considered a third party beneficiary of the covenants of Purchaser contained in this Section and Purchaser shall have no liability to any employee on account of its breach of any such reimbursement to Seller within five days after receipt of each such schedulecovenant.

Seller Employees. (a) Buyer shall give Qualifying Offers of Purchaser intends to offer employment to all employees ADI Personnel employed and in good standing at the Effective Date upon terms and conditions substantially equivalent to those provided by Seller; however, Purchaser shall not be required to provide stock options or any stock purchase rights. For a period of eighteen months following the Closing, unless otherwise permitted by Seller in writing, Purchaser shall not solicit for employment any person who is a salaried employee of Seller who are covered by the IBEW Local Union No. 387 collective bargaining agreement with or any subsidiary of Seller (the "IBEW CBA") and are employed in positions relating to the Business (collectively, "Union Employees"other than ADI Personnel). Each such person who becomes employed by Buyer pursuant to this section shall be referred to herein as a "Transferred Union Employee". (b) Buyer Purchaser shall give Qualifying Offers maintain employee records transferred to Purchaser hereunder for a period of employment not less than four years and during that period will afford Seller reasonable access to substantially all such records during Purchaser's normal business hours. Purchaser shall maintain the confidentiality of the salaried employees such records and limit access thereto in a manner consistent with Purchaser's treatment of Seller who are employed in positions relating its employee records. (c) Purchaser agrees with respect to the Business (collectively, "Non-Union Employees"). Each such person who becomes employed ADI Personnel hired by Buyer pursuant to this section shall be referred to herein as a "Transferred Non-Union Employee." Buyer shall reimburse Seller for 50 percent of the aggregate Severance Cost (as defined below) relating to those Non-Union Employees whose employment is terminated by Seller prior to or as of the Closing Date. "Severance Cost" means the sum of the following costs incurred by Seller resulting from a Non-Union Employee's termination of employment with SellerPurchaser: (i) all cash severance to give such employees credit under Purchaser's benefits payable pursuant plans, programs, and arrangements (including credit for accrued but unvested vacation which has been charged to Seller under Section 2.3) for such employees' period of service with Seller's severance policy, provided that such credit shall only be taken into account under any tax-qualified plan maintained by Purchaser for purposes of determining such employees' eligibility for participation and eligibility to satisfy any hours of service requirement in order to receive an allocation of an employer contribution; (ii) to provide coverage to such employees who are eligible under Purchaser's health, medical, life insurance, and other welfare plans, to the cost extent such plans are in effect (A) without the need to undergo a physical examination or otherwise provide evidence of outplacement services provided pursuant to insurability; (B) any pre-existing condition or similar limitations or exclusions will be applied by taking into account the period of coverage under Seller's severance policyplan; (C) by applying and giving credit for amounts paid for the plan year in which the Closing Date occurs as deductibles, (iii) Seller's subsidized portion out of COBRA Continuation Coverage provided by Seller's health plan in accordance with Seller's severance policypocket expenses, (iv) the additional severance benefits payable pursuant to arrangements with the specific individuals identified in a schedule delivered to Buyer prior to the date hereof; and (v) any retention bonuses similar amounts paid by individuals and their beneficiaries. Seller to Non-Union Employees who do not receive Qualifying Offers of employment and who are deemed in Seller's discretion Purchaser acknowledge that the only employee benefit plans to be critical offered by Purchaser to the ongoing operation of the Business. With respect to the Severance Cost components described in clauses (i)its employees, (ii), (iv) and (v) of the preceding sentence, Buyer shall pay such reimbursement to Seller either at the later of Closing Effective Time or five days after receipt of a list of such terminated Non-Union Employees and the amount of such Severance Cost components with respect to such employees. With respect to the Severance Cost component described in clause within twelve (iii)12) months thereafter, Seller shall provide Buyer during the COBRA Continuation Coverage period with a monthly schedule setting forth the cumulative amount of such cost component for the preceding month, and Buyer shall pay such reimbursement to Seller within five days after receipt of each such schedule.are those listed on Exhibit F.

Seller Employees. (a) Buyer Purchaser shall give Qualifying Offers of offer employment to substantially all employees ADI Personnel upon terms and conditions substantially similar to those provided by Seller; however, Purchaser shall not be required to provide stock options or any stock purchase rights. For a period of twelve months following the Closing, Purchaser shall not solicit for employment any person who is a salaried employee of Seller who are covered by the IBEW Local Union No. 387 collective bargaining agreement with Seller (the "IBEW CBA") and are employed in positions relating to the Business (collectively, "Union Employees"). Each such person who becomes employed by Buyer pursuant to this section shall be referred to herein as a "Transferred Union Employee"or any subsidiary of Seller. (b) Buyer Purchaser shall give Qualifying Offers maintain employee records transferred to Purchaser hereunder for a period of employment not less than four years and during that period will afford Seller reasonable access to substantially all such records during Purchaser's normal business hours. Purchaser shall maintain the confidentiality of the salaried employees such records and limit access thereto in a manner consistent with Purchaser's treatment of Seller who are employed in positions relating its employee records. (c) Purchaser agrees with respect to the Business (collectively, "Non-Union Employees"). Each such person who becomes employed ADI Personnel hired by Buyer pursuant to this section shall be referred to herein as a "Transferred Non-Union Employee." Buyer shall reimburse Seller for 50 percent of the aggregate Severance Cost (as defined below) relating to those Non-Union Employees whose employment is terminated by Seller prior to or as of the Closing Date. "Severance Cost" means the sum of the following costs incurred by Seller resulting from a Non-Union Employee's termination of employment with SellerPurchaser: (i) all cash severance to give such employees credit under Purchaser's benefits payable pursuant plans, programs, and arrangements (including credit for accrued but unvested vacation which has been charged to Seller under Section 2.3) for such employees' period of service with Seller's severance policy, provided that such credit shall only be taken into account under any tax-qualified plan maintained by Purchaser for purposes of determining such employees' eligibility for participation and eligibility to satisfy any hours of service requirement in order to receive an allocation of an employer contribution; (ii) to provide coverage to such employees who are eligible under Purchaser's health, medical, life insurance, and other welfare plans (A) without the cost need to undergo a physical examination or otherwise provide evidence of outplacement services provided pursuant to insurability; (B) any pre-existing condition or similar limitations or exclusions will be applied by taking into account the period of coverage under Seller's severance policyplan; (C) by applying and giving credit for amounts paid for the plan year in which the Closing Date occurs as deductibles, (iii) Seller's subsidized portion out of COBRA Continuation Coverage provided by Seller's health plan in accordance with Seller's severance policypocket expenses, (iv) the additional severance benefits payable pursuant to arrangements with the specific individuals identified in a schedule delivered to Buyer prior to the date hereof; and (v) any retention bonuses similar amounts paid by Seller to Non-Union Employees who do not receive Qualifying Offers of employment individuals and who are deemed in Seller's discretion to be critical to the ongoing operation of the Business. With respect to the Severance Cost components described in clauses (i), (ii), (iv) and (v) of the preceding sentence, Buyer shall pay such reimbursement to Seller at the later of Closing or five days after receipt of a list of such terminated Non-Union Employees and the amount of such Severance Cost components with respect to such employees. With respect to the Severance Cost component described in clause (iii), Seller shall provide Buyer during the COBRA Continuation Coverage period with a monthly schedule setting forth the cumulative amount of such cost component for the preceding month, and Buyer shall pay such reimbursement to Seller within five days after receipt of each such scheduletheir beneficiaries.

Seller Employees. (a) Buyer Purchasers shall give Qualifying Offers of offer employment to all employees ADI Personnel upon terms and conditions substantially equivalent to those provided by Seller; however, Purchasers shall not be required to provide stock options or any stock purchase rights. For a period of twelve months following the Closing, Purchasers shall not employ any person who was an employee of Seller who are covered by or any subsidiary of Seller on or after April 1, 1998 (other than ADI Personnel), and for a period of eighteen months following the IBEW Local Union No. 387 collective bargaining agreement with Seller (the "IBEW CBA") and are employed in positions relating to the Business (collectivelyClosing, "Union Employees"). Each Purchasers shall not solicit for employment any such person who becomes employed by Buyer pursuant to this section shall be referred to herein as a "Transferred Union Employee"person. (b) Buyer Purchasers shall give Qualifying Offers maintain employee records transferred to Purchasers hereunder for a period of employment not less than four years and during that period will afford Seller reasonable access to substantially all such records during Purchasers' normal business hours. Purchasers shall maintain the confidentiality of the salaried employees such records and limit access thereto in a manner consistent with Purchasers' treatment of Seller who are employed in positions relating its employee records. (c) Purchasers agree with respect to the Business (collectively, "Non-Union Employees"). Each such person who becomes employed ADI Personnel hired by Buyer pursuant to this section shall be referred to herein as a "Transferred Non-Union Employee." Buyer shall reimburse Seller for 50 percent of the aggregate Severance Cost (as defined below) relating to those Non-Union Employees whose employment is terminated by Seller prior to or as of the Closing Date. "Severance Cost" means the sum of the following costs incurred by Seller resulting from a Non-Union Employee's termination of employment with SellerPurchasers: (i) all cash severance to give such employees credit under Purchasers' benefits payable pursuant plans, programs, and arrangements, including credit for accrued vacation which has been charged to Seller under Section 2.3, for such employees' period of service with Seller's severance policy, provided that such credit shall only be taken into account under any tax-qualified plan maintained by Purchasers for purposes of determining such employees' eligibility for participation and eligibility to satisfy any hours of service requirement in order to receive an allocation of an employer contribution; (ii) to provide coverage to such employees who are eligible under Purchasers' health, medical, life insurance, and other welfare plans (A) without the cost need to undergo a physical examination or otherwise provide evidence of outplacement services provided pursuant to insurability; (B) any pre-existing condition or similar limitations or exclusions will be applied by taking into account the period of coverage under Seller's severance policyplan; (C) by applying and giving credit for amounts paid for the plan year in which the Closing Date occurs as deductibles, (iii) Seller's subsidized portion out of COBRA Continuation Coverage provided by Seller's health plan in accordance with Seller's severance policypocket expenses, (iv) the additional severance benefits payable pursuant to arrangements with the specific individuals identified in a schedule delivered to Buyer prior to the date hereof; and (v) any retention bonuses similar amounts paid by Seller to Non-Union Employees who do not receive Qualifying Offers of employment individuals and who are deemed in Seller's discretion to be critical to the ongoing operation of the Business. With respect to the Severance Cost components described in clauses (i), (ii), (iv) and (v) of the preceding sentence, Buyer shall pay such reimbursement to Seller at the later of Closing or five days after receipt of a list of such terminated Non-Union Employees and the amount of such Severance Cost components with respect to such employees. With respect to the Severance Cost component described in clause (iii), Seller shall provide Buyer during the COBRA Continuation Coverage period with a monthly schedule setting forth the cumulative amount of such cost component for the preceding month, and Buyer shall pay such reimbursement to Seller within five days after receipt of each such scheduletheir beneficiaries.

Seller Employees. (a) Buyer Purchaser shall give Qualifying Offers of offer employment to all employees ADI Personnel upon terms and conditions substantially equivalent to those provided by Seller (including compensation and benefits not below those in place immediately prior to the Closing); however, Purchaser shall not be required to provide options or any other purchase rights regarding equity interests in Purchaser. For a period of eighteen months following the Closing, Purchaser shall not solicit for employment any person who is an employee of Seller who are covered by the IBEW Local Union No. 387 collective bargaining agreement with Seller (the "IBEW CBA") and are employed in positions relating to the Business (collectively, "Union Employees"). Each such person who becomes employed by Buyer pursuant to this section shall be referred to herein as a "Transferred Union Employee"or any subsidiary of Seller. (b) Buyer Purchaser shall give Qualifying Offers maintain employee records transferred to Purchaser hereunder for a period of employment not less than four years and during that period will afford Seller reasonable access to substantially all such records during Purchaser's normal business hours. Purchaser shall maintain the confidentiality of the salaried employees such records and limit access thereto in a manner consistent with Purchaser's treatment of Seller who are employed in positions relating its employee records. (c) Purchaser agrees with respect to the Business (collectively, "Non-Union Employees"). Each such person who becomes employed ADI Personnel hired by Buyer pursuant to this section shall be referred to herein as a "Transferred Non-Union Employee." Buyer shall reimburse Seller for 50 percent of the aggregate Severance Cost (as defined below) relating to those Non-Union Employees whose employment is terminated by Seller prior to or as of the Closing Date. "Severance Cost" means the sum of the following costs incurred by Seller resulting from a Non-Union Employee's termination of employment with SellerPurchaser: (i) all cash severance to give such employees credit under Purchaser's benefits payable pursuant plans, programs, and arrangements, including credit for accrued but unvested vacation which has been charged to Seller under Section 2.3, for such employees' period of service with Seller's severance policy, provided that such credit shall only be taken into account under any tax-qualified plan maintained by Purchaser for purposes of determining such employees' eligibility for participation and eligibility to satisfy any hours of service requirement in order to receive an allocation of an employer contribution; (ii) to provide coverage to such employees who are eligible under Purchaser's health, medical, life insurance, and other welfare plans (A) without the cost need to undergo a physical examination or otherwise provide evidence of outplacement services provided pursuant to insurability; (B) any pre-existing condition or similar limitations or exclusions will be applied by taking into account the period of coverage under Seller's severance policyplan; (C) by applying and giving credit for amounts paid for the plan year in which the Closing Date occurs as deductibles, (iii) Seller's subsidized portion out of COBRA Continuation Coverage provided by Seller's health plan in accordance with Seller's severance policypocket expenses, (iv) the additional severance benefits payable pursuant to arrangements with the specific individuals identified in a schedule delivered to Buyer prior to the date hereof; and (v) any retention bonuses similar amounts paid by Seller to Non-Union Employees who do not receive Qualifying Offers of employment individuals and who are deemed in Seller's discretion to be critical to the ongoing operation of the Business. With respect to the Severance Cost components described in clauses (i), (ii), (iv) and (v) of the preceding sentence, Buyer shall pay such reimbursement to Seller at the later of Closing or five days after receipt of a list of such terminated Non-Union Employees and the amount of such Severance Cost components with respect to such employees. With respect to the Severance Cost component described in clause (iii), Seller shall provide Buyer during the COBRA Continuation Coverage period with a monthly schedule setting forth the cumulative amount of such cost component for the preceding month, and Buyer shall pay such reimbursement to Seller within five days after receipt of each such scheduletheir beneficiaries.

Seller Employees. (a) On a date reasonably prior to the Closing Date, Buyer shall give Qualifying Offers of employment to all employees of Seller who are covered by the IBEW Hawaii Teamsters and Allied Workers Union Local Union No. 387 996 collective bargaining agreement with Seller (the "IBEW CBA") and are employed in positions relating to the Business (collectively, "Union Employees"). Each such person who becomes employed by Buyer pursuant to this section shall be referred to herein as a "Transferred Union Employee". (b) On a date reasonably prior to the Closing Date, Buyer shall give Qualifying Offers of employment to substantially all of the salaried employees of Seller who are employed in positions relating to the Business (collectively, "Non-Union Employees"). Each such person who becomes employed by Buyer pursuant to this section shall be referred to herein as a "Transferred Non-Union Employee." " (c) All offers of employment made by Buyer pursuant to Sections 6.12(a) and (b) shall be made in accordance with all applicable laws and regulations, and for Union Employees, in accordance with the CBA, shall remain open for a period of ten (10) working days, and shall specify that employment by Buyer shall reimburse Seller commence on the Closing Date. Any such offer which is accepted within such ten (10) working day period shall thereafter be irrevocable, except for 50 percent good cause, until the earlier of the Closing Date or the termination of this Agreement pursuant to its terms. Following acceptance of such offers, Buyer shall provide written notice thereof to Seller and Seller shall provide Buyer with access to the files and records of employees accepting such offers, to the extent permitted by contract, the CBA and/or applicable law. (d) The following shall be applicable with respect to Transferred Employees: (i) From and after the Closing Date, Transferred Employees shall accrue no additional benefits under any employee benefit plan, policy, program or arrangement of Seller or its Affiliates. (ii) For such Transferred Union Employees, Buyer shall recognize the HTAWU as the exclusive collective bargaining representative and shall assume the terms and conditions of the CBA, to the extent applicable to such Transferred Union Employees, until the expiration of said agreement, and will further comply with all applicable legal obligations with respect to collective bargaining under federal labor law thereafter. (iii) As of the Closing Date, Buyer shall include each Transferred Non-Union Employee in a benefit package providing benefits (including a cash incentive compensation plan) that are in the aggregate Severance Cost (as defined below) relating substantially similar to those provided by Seller to such Transferred Employees as of the Closing Date, and shall cause Transferred Union Employees to be provided with benefits that are consistent with the terms of the CBA or are otherwise acceptable to the applicable union. The commitments under this paragraph shall require the following: (A) Buyer shall take all action necessary and appropriate to ensure that, as of the Closing Date, Buyer maintains medical, health, dental, flexible spending account, accident, life, short-term disability, long-term disability and other employee welfare benefit plans for the benefit of Transferred Non-Union Employees whose employment is terminated that are substantially similar to those benefits provided by Seller prior under the corresponding non-union welfare benefit plans maintained by the Seller as in effect as of the Closing Date. (B) With respect to health care plans, Buyer agrees to waive or to cause the waiver of all limitations as to pre-existing conditions and actively-at-work exclusions and waiting periods for such employees, except that Buyer may require the employee or his/her dependents who, on the Closing Date, is then in the process of satisfying any similar exclusion or waiting period under the Seller health care plans to satisfy fully the balance of the applicable time period for such exclusion or waiting period under the applicable Buyer plan. With respect to the calendar year in which the Closing Date occurs, all health care expenses incurred by any such employees and/or any eligible dependent thereof, including without limitation any alternate recipient pursuant to qualified medical child support orders, in the portion of the calendar year preceding the Closing Date that were qualified to be taken into account for purposes of satisfying any deductible or out-of-pocket limit under any Seller health care plans shall be taken into account for purposes of satisfying any deductible or out-of-pocket limit under the health care plan of Buyer for such calendar year. (C) With respect to service and seniority, Buyer shall recognize each such employee's service and seniority with Seller and any affiliate of Seller for all non-pension purposes, including the determination of eligibility and extent of service or seniority-related welfare benefits such as vacation and sick pay benefits. From and after the Closing Date, Buyer shall provide to each Transferred Employee vacation in an amount equal to the Transferred Employee's vacation entitlement for the year of the Closing reduced by the number of vacation days for the year of the Closing that such Transferred Employee has taken before the Closing Date. (D) As of the Closing Date, Buyer shall assume the Pension Plan for Classified Employees of GASCO, Inc. (the "Classified Plan") and continue to accrue benefits thereunder pursuant to the terms of any applicable collective bargaining agreement. Thereafter, Seller shall have no obligation or liability (contingent or otherwise) to provide pension benefits to any participant in the Classified Plan. Buyer and Seller shall cooperate in causing such steps to be taken as may be necessary to effect the provisions of this Section 6.12(d)(iii)(D), including without limitation the transfer of the Classified Plan's assets currently held in a master trust to a separate trust of which Buyer is the grantor. (E) The Citizens Pension Plan ("Seller's Pension Plan") shall retain all liabilities and assets for pension benefits accrued by Transferred Non-Union Employees through the day immediately preceding the Closing Date, and Seller shall cause all such accrued benefits to become fully vested as of the Closing Date. "Severance Cost" means Seller shall, within 90 days following the sum of the following costs incurred by Seller resulting from a Closing Date, notify Transferred Non-Union EmployeeEmployees who are entitled to deferred vested benefits under Seller's termination Pension Plan of employment the amount of such benefits. (F) On and after the Closing Date, Buyer shall perform all obligations imposed on the employer by Articles 26 and 27 of the collective bargaining agreement between Seller and Hawaii Teamsters and Allied Workers Union, Local 996 with Seller: respect to the provision of health care and group life insurance coverage for Transferred Union Employees and retired union employees of the Business. (G) Buyer shall assume all liabilities, obligations and responsibilities with respect to providing post-retirement life insurance benefits ("Post-Retirement Life Insurance Benefits") to (i) all cash severance benefits payable pursuant to Seller's severance policy, non-union retirees of the Business as of the Closing Date (the "Current Retirees") and (ii) Transferred Non-Union Employees who as of the cost of outplacement services Closing Date have satisfied the age and service eligibility requirements for Post-Retirement Life Insurance Benefits under the applicable Seller plans (the "Grandfathered Active Employees" and, together with the Current Retirees, the "Grandfathered Individuals"). The Grandfathered Individuals are listed in Schedule 6.12(d)(iii)(G). Buyer shall continue to provide to the Current Retirees Post-Retirement Life Insurance Benefits that are comparable to those Post-Retirement Life Insurance Benefits provided pursuant to such Current Retirees immediately prior to the Closing Date, under cost-sharing structures that are at least as favorable as the cost-sharing structures in effect for and available to the Current Retirees immediately prior to the Closing Date. Buyer shall provide to the Grandfathered Active Employees Post-Retirement Life Insurance Benefits that are comparable to those Post-Retirement Life Insurance Benefits provided to such Grandfathered Active Employees immediately prior to the Closing Date, commencing at the time such Grandfathered Active Employees retire. (H) With respect to the Seller's severance policy401(k) Savings Plan (the "Savings Plan"), Seller shall vest Transferred Employees in their Savings Plan account balances as of the Closing Date. Seller hereby represents to Buyer that the Savings Plan is intended to be qualified within the meaning of Section 401 of the Code. Buyer shall take all actions necessary to ensure that, as of the Closing Date, it includes all Transferred Employees in a qualified 401(k) plan (iii"Buyer's 401(k) Plan") providing for matching contributions (if any) at least equivalent in value to those provided to the Transferred Employee under the Savings Plan immediately prior to the Closing Date. Buyer shall take all actions necessary to cause Buyer's 401(k) Plan (x) to recognize the service that the Transferred Employees had in the Savings Plan for purposes of determining such Transferred Employees' eligibility to participate, vesting, attainment of retirement dates, contribution levels, and, if applicable, eligibility for optional forms of benefit payments, and (y) to accept direct-rollover transfers of Transferred Employees' account balances in the Savings Plan, including transfers of loan balances and related promissory notes, provided that such loans would not be treated as taxable distributions at any time prior to such transfer. (I) Within sixty (60) days after the Closing Date, Seller shall transfer to Buyer's flexible benefits plan any balances standing to the credit of Transferred Employees under Seller's subsidized portion flexible benefits plan as of COBRA Continuation Coverage provided the day immediately preceding the Closing Date. As soon as practicable after the Closing Date, Seller shall provide to Buyer a list of those Transferred Employees that have participated in the health or dependent care reimbursement accounts of Seller, together with their elections made prior to the Closing Date with respect to such account, and balances standing to their credit as of the day immediately preceding the Closing Date. (e) With respect to severance benefits, Buyer shall provide to any Transferred Non-Union Employee who is terminated by Seller's health plan in accordance with Seller's severance policyBuyer (other than for cause) prior to the date which is one year following the Closing Date, (iv) the additional severance benefits payable pursuant to arrangements with at the specific individuals identified level set forth in a schedule delivered provided to Buyer prior to the date hereof; . Any employee provided severance benefits under this section may be required to execute a release of claims against Seller and Buyer, in such form as Buyer shall prescribe, as a condition for the receipt of such benefits. (vf) Each Transferred Non-Union Employee who is initially assigned, or assigned within twelve (12) months of the Closing Date, by Buyer to a principal place of work that requires such employee to relocate his residence will be reimbursed by Buyer for all relocation expenses in accordance with the relocation benefits plans set forth in a schedule provided to Buyer prior to the date hereof. For purposes of the foregoing a required relocation of residence shall include a change in the principal place of work that is more than 30 miles farther from such employee's principal place of work immediately prior to the Closing Date and requires an average commute from his current residence of at least one hour in each direction. (g) Seller shall be responsible, with respect to the Business, for performing and discharging all requirements under the WARN Act and under applicable state and local laws and regulations for the notification of its employees of any retention bonuses paid "employment loss" within the meaning of the WARN Act which occurs on or prior to the Closing Date. Seller shall give all notices required to be given by Seller under Chapter 394B, Hawaii Revised Statutes, as amended. (h) Buyer shall not be responsible for, but Seller shall be responsible for, extending COBRA Continuation Coverage to any employees and former employees of Seller, or to any qualified beneficiaries of such employees and former employees, who become or became entitled to COBRA Continuation Coverage on or before the Closing Date, including those for whom the Closing Date occurs during their COBRA election period. (i) Seller or its Affiliates shall pay or cause to be paid to all Transferred Employees, all compensation (excluding vacation pay), workers' compensation or other employment benefits to which they are entitled under the terms of the applicable compensation or Seller benefit plans or programs as of the Closing Date. Buyer shall pay to each Transferred Employee all unpaid salary or other compensation or employment benefits which have accrued to such employees following the Closing Date, at such times as provided under the terms of the applicable compensation or benefit programs. Notwithstanding the foregoing, Seller and Buyer shall pro-rate the obligation to pay any bonuses declared by Seller on or after the Closing Date (but prior to March 1 of the calendar year following the year in which the Closing Date occurs) that would have been payable to the Transferred Employees had the Transferred Employees remained employed by Seller or its Affiliates throughout the calendar year in which the Closing Date occurs, in accordance with the provisions of the cash incentive compensation plan of Seller under which such bonus would have been paid. Buyer shall be obligated to pay that portion of each such bonus determined by multiplying the amount of such bonus by a fraction, the numerator of which is the number of days from and after the Closing Date through the end of the calendar year in which the Closing Date occurs, and the denominator of which is 365. (j) Seller shall be responsible for maintaining workers' compensation coverage for all Union Employees and Non-Union Employees who do not receive Qualifying Offers of employment and for claims relating to occurrences prior to the Closing Date. (k) Individuals who are deemed in Seller's discretion to be critical to the ongoing operation of the Business. With respect to the Severance Cost components described in clauses (i), (ii), (iv) and (v) of the preceding sentence, Buyer shall pay such reimbursement to Seller at the later of Closing otherwise Union Employees or five days after receipt of a list of such terminated Non-Union Employees but who on any date are not actively at work due to a leave of absence covered by the Family and Medical Leave Act (FMLA), or due to any other authorized leave of absence, including, without limitation, short-term disability, or who are on long-term disability, shall nevertheless be treated as "Union Employees" or as "Non-Union Employees", as the amount case may be, on such date if they are able (i) to return to work within the protected period under the FMLA or such other leave (which in any event shall not extend more than twelve (12) weeks after the Closing Date), whichever is applicable, and (ii) to perform the essential functions of such Severance Cost components their job, with or without a reasonable accommodation. (l) Buyer shall be responsible, with respect to such employees. With respect the Business, for performing and discharging all requirements under the WARN Act and under applicable state and local laws and regulations (including Chapter 394B, Hawaii Revised Statutes, as amended) for the notification of its employees of any "employment loss" within the meaning of the WARN Act or as required by Hawaii law which occurs following the Closing Date. (m) Buyer is responsible for extending and continuing to the Severance Cost component described in clause (iii), Seller shall provide Buyer during the extend COBRA Continuation Coverage period with a monthly schedule setting forth the cumulative amount to all Transferred Employees, and qualified beneficiaries of such cost component employees who become entitled to such COBRA Continuation Coverage following the Closing Date. (n) The provisions of this Section 6.12 shall not be construed as being for the preceding monthbenefit for any person other than the Parties hereto, and Buyer shall pay not be enforceable by persons other than such reimbursement to Seller within five days after receipt of each such scheduleParties (including, without limitations, the Transferred Employees).

Seller Employees. (ai) Buyer shall give Qualifying Offers of employment to Effective on the Closing Date, Seller will terminate all employees of Seller who are covered by the IBEW Local Union No. 387 collective bargaining agreement with Seller listed on Schedule 5(u)(i) (the "IBEW CBA"“Employees”). Effective as of the Closing, Buyer or an Affiliate intends (but shall have no obligation) to offer at-will employment to all or substantially all Employees. Buyer or an Affiliate shall offer employment to at least thirty-seven (37) Employees with base salary substantially similar to each employee’s base salary as of the Balance Sheet Date, subject to such Employees meeting MDC’s, Buyer’s, and its Affiliates’ customary hiring criteria, policies, and procedures (the “Buyer Offer Obligation” with the Employees who are employed in positions relating offered and who accept such employment and commence employment with Buyer on the Closing Date being the “Transferred Employees”). Seller shall bear any and all obligations and liability under the WARN Act and any similar state Law imposed on Seller resulting from termination of employment of the Employees prior to the Business (collectivelyClosing, "Union and shall conduct and rely upon its own analysis of the WARN Act’s applicability to the transactions contemplated herein and Seller’s actions and not upon the analysis or actions of Buyer, except for the Buyer Offer Obligation. Seller shall remain solely responsible and liable for any of its employees who are not the Employees"). Each , and all Liabilities related to such person who becomes employed by Buyer pursuant to this section employees shall be referred Excluded Liabilities. Provided Buyer complies with the terms of this Section 7(i), to herein the extent Employees are not offered employment for any reason or are offered employment but (A) do not accept the offer of employment; (B) do not meet the aforementioned hiring criteria, policies, and procedures; or (C) are not legally authorized to work in the United States as a "required under federal immigration laws, Buyer shall have no obligation to employ such individuals. Buyer shall have no obligation to continue the employment of the Transferred Union Employees, or any particular Transferred Employee", for any particular period of time. (bii) Seller will have reasonable access to the Transferred Employees during normal business hours for the sole purpose of assisting Seller in the winding down of Seller after Closing, at no cost to Seller. Further, Seller shall have access to Buyer’s employees other than the Transferred Employees for such purposes. Notwithstanding the foregoing, Buyer’s obligation to make any employees available to Seller shall expire one hundred eighty (180) days after Closing, Seller shall pay Buyer an amount equal to the proportionate share of such employee’s salary based on the share of time that each of Buyer’s employees (other than the Transferred Employees) spends on such winding up efforts, payable within thirty (30) days after receipt of written request therefor, and Buyer shall give Qualifying Offers not be required to make any individual employee available for more than twenty-five percent (25%) of employment to substantially their working hours. 56 (iii) Effective as of the Closing, the Transferred Employees shall cease active participation in the Benefit Plans. Seller shall remain liable for, and retains all responsibility for, all of its Benefit Plans and all obligations and eligible claims for benefits under the salaried Benefit Plans or that are otherwise incurred by the Employees prior to the Closing Date and, with respect to any Employees (or their dependents or beneficiaries) who do not become Transferred Employees, that arise as a result of an event or events that occurred on or after the Closing Date. At or prior to Closing, Seller shall pay the full amount of any accrued, unused vacation and/or paid time off as required by policy or applicable Law in connection with the termination by Seller of Transferred Employees in connection with the transactions contemplated hereby, and all such accrued, unused vacation and/or paid time off shall be deemed to be an Excluded Liability. Commencing on the Closing Date, all Transferred Employees shall be provided employment benefits commensurate with current employees of Seller who are employed the MDC group, in positions relating each case subject to the Business (collectivelyapplicable employment benefit policies. Seller shall amend, "Non-Union Employees"). Each such person who becomes employed or cause to be amended, the 401(k) plan, which is sponsored by Buyer pursuant Seller or an ERISA Affiliate of Seller and in which the Employees are eligible to this section shall be referred participate, to herein accelerate vesting thereunder effective as a "Transferred Non-Union Employee." Buyer shall reimburse Seller for 50 percent of the aggregate Severance Cost (as defined below) relating Closing Date in order to those Non-Union Employees whose employment is terminated by Seller prior provide for 100% vesting of all participant accounts thereunder to the extent not already 100% vested and regardless of any such participant’s age or years of vesting service as of the Closing Date. "Severance Cost" means the sum . (iv) Seller maintains a plan qualified under Section 125 of the following costs incurred Code (“Seller’s 125 Plan”) that includes flexible spending accounts for health care reimbursements and dependent care reimbursements (“Reimbursement Accounts”) and in which its eligible employees participate. All contributions under Seller’s 125 Plan on behalf of the Transferred Employees shall cease as of the Closing Date, all of the accounts of such Transferred Employees under Seller’s 125 Plan shall be frozen as of the Closing Date, and no further contributions for the Transferred Employees shall be accepted by Seller’s 125 Plan after the Closing Date. Buyer and Seller resulting agree that, as soon as reasonably practicable after Closing, but in any event within ninety (90) days after Closing, a cash amount equal to the aggregate value as of the Closing Date of the Reimbursement Accounts of the Transferred Employees, net of eligible expenses reimbursed before the Closing Date, shall be transferred from Seller’s 125 Plan to a Non-Union Employee's termination of employment with Seller: plan, which (i) all cash severance benefits payable pursuant to Seller's severance policyis sponsored by Buyer, (ii) is intended to qualify under Section 125 of the cost of outplacement services provided pursuant to Seller's severance policyCode (“Buyer’s 125 Plan”), and (iii) Seller's subsidized portion includes flexible spending accounts for health care reimbursements and dependent care reimbursements, and credited to accounts established for Transferred Employees under Buyer’s 125 Plan. Buyer and Seller shall coordinate their efforts and develop a mutually agreeable procedure to achieve the intent of COBRA Continuation Coverage provided by Seller's health plan in accordance this subsection. Upon receipt of such amount, Buyer and Buyer’s 125 Plan shall assume all obligations with Seller's severance policy, (iv) the additional severance benefits payable pursuant to arrangements with the specific individuals identified in a schedule delivered to Buyer prior to the date hereof; and (v) any retention bonuses paid by Seller to Non-Union Employees who do not receive Qualifying Offers of employment and who are deemed in Seller's discretion to be critical to the ongoing operation of the Business. With respect to the Severance Cost components described in clauses (i), (ii), (iv) and (v) Reimbursement Accounts for the Transferred Employees as of the preceding sentence, Closing Date (the “Assumed FSA Obligations”). Buyer shall pay such reimbursement to Seller at recognize the later elections of the Transferred Employees under Seller’s 125 Plan for purposes of Buyer’s 125 Plan for the calendar year in which the Closing or five days after receipt of a list of such terminated Non-Union Employees and the amount of such Severance Cost components with respect to such employeesoccurs. With respect to the Severance Cost component described in clause (iii), Seller shall provide Buyer during with all information reasonably requested in order for Buyer and Buyer’s 125 Plan to satisfy the COBRA Continuation Coverage period obligations set forth in this Section 7(i)(iv). Seller and Buyer agree to fully cooperate with a monthly schedule setting forth the cumulative amount of such cost component one another for the preceding monthpurpose of accomplishing this transfer and providing the records necessary to ensure that Seller’s 125 Plan and Buyer’s 125 Plan are and will be administered in compliance with applicable Law. 57 (v) Seller shall take any and all action as may be required, including adopting amendments to Seller’s 401(k) plan, to permit each participant to receive an “eligible rollover distribution” (within the meaning of Section 401(a)(31) of the Code) of their entire account under the Seller’s 401(k) plan, in cash or, in the case of an outstanding balance of any plan loans thereunder, in-kind, and Buyer shall take any and all action as may be required, including adopting amendments to Buyer’s 401(k) plan, to permit each Transferred Employee on or after the Closing Date to make an “eligible rollover contribution” of such eligible rollover distribution in cash and, where applicable, in-kind. (vi) Seller shall be solely responsible and Buyer will have no obligations whatsoever for any compensation or other amounts payable to any current or former employee, officer, director, independent contractor, or consultant of Seller relating to the Business, including hourly pay, overtime compensation, commission, bonus, salary, accrued vacation, fringe, pension, profit sharing benefits, or severance pay for any period relating to the service with Seller at any time prior to the Closing Date, all of which shall be Excluded Liabilities, and Seller shall pay all such reimbursement amounts to all entitled persons on or prior to the Closing Date, including all commission and bonus amounts which were earned during the period prior to Closing. (vii) Seller shall be solely responsible for any Liabilities under or related to any “nonqualified deferred compensation plan” within five days after receipt the meaning of Section 409A(d)(1) of the Code, including any amounts due under such “nonqualified deferred compensation plan” arising out of or relating to the termination of the Transferred Employees at Closing and any Liabilities associated with the termination of such plan, which Liabilities shall be Excluded Liabilities. (viii) Health Care Continuation Coverage. Seller and its ERISA Affiliates shall retain the responsibility and liability for providing, or causing to be provided, to each of its employees and their “Qualified Beneficiaries” (within the meaning of Section 4980B(g)(1) of the Code and Section 1167(3) of ERISA) who experience “Qualifying Events” (within the meaning of Section 4980B(f)(3) of the Code) with the opportunity for continuation of group health care coverage in accordance with the provisions of COBRA. Seller shall retain the responsibility and liability for compliance with all of the requirements under COBRA with respect to (a) such scheduleemployees and their eligible dependents, who, as of the Closing Date or on the date immediately preceding the Closing Date are Qualified Beneficiaries as a result of the transaction contemplated by this Agreement and (b) employees, former employees and all Qualified Beneficiaries who experienced Qualifying Events on or prior to the Closing Date. (ix) No provision of this Agreement shall create any third party beneficiary rights in any person, including in any Transferred Employee, any other service provider of Seller or Buyer or any Affiliate of Seller or Buyer, any beneficiary or dependent of the foregoing, or any collective bargaining representative thereof (if any), with respect to any right to employment, and/or the compensation, terms and conditions of employment and/or benefits that may be provided to any such person (including Transferred Employee) by Buyer or Seller or any if their Affiliates or under any benefit plan which Buyer or Seller may maintain. In addition, nothing herein, whether express or implied, shall be deemed to constitute an amendment or other modification under any Seller Benefit Plan or Buyer Benefit Plan (including any Buyer group health plan), or shall limit the right of Seller or its Affiliates or Buyer or its Affiliates to amend, terminate or otherwise modify any such employee benefit plan, as applicable, following the Closing Date. If (i) a party other than the parties hereto makes a claim or takes other action to 58 enforce any provision in this Agreement as an amendment to any Seller Benefit Plan or Buyer Benefit Plan and (ii) such provision is deemed to be an amendment to such employee benefit plan even though not explicitly designated as such in this Agreement, then, solely with respect to that employee benefit plan at issue, such provision shall lapse retroactively and shall have no amendatory effect with respect thereto.

Seller Employees. (a) Buyer shall give Qualifying Offers At the Closing, Purchaser will offer employment to those employees of MSGI and Teleservices listed on Schedule 3.6(a). Any such offer of employment to all employees of Seller who are covered made by the IBEW Local Union No. 387 collective bargaining agreement with Seller (the "IBEW CBA") and are employed in positions relating Purchaser which is not accepted on or prior to the Business (collectively, "Union Employees")Closing Date shall be revocable at Purchaser's option. Each such person who becomes employee employed by Buyer pursuant to this section shall be referred to herein as Purchaser (a "Transferred Union Employee") will be hired as an employee at will, subject to termination in the discretion of Purchaser. After the Closing, each Transferred Employee will be eligible to participate in such Employee Benefit Plans and programs established and maintained by Purchaser or an Affiliate of Purchaser as may be determined by Purchaser in its sole discretion and in accordance with the terms and conditions of such Employee Benefit Plans. Notwithstanding the preceding sentence, for purposes of eligibility to participate in, and the vesting of benefits under, Purchaser's vacation and sick leave policies, each Transferred Employee will receive credit for all years of service with MSGI or Teleservices prior to the Closing; provided, however, that, with respect to accrued vacation, the Transferred Employee may opt to receive on the Closing Date the cash value of such accrued vacation in lieu of receiving credit for years of service with MSGI or Teleservices and, in such case, Teleservices shall cause any resulting cash payment to be paid to the employee on the Closing Date. For purposes of effecting the Closing, the Assumed Liabilties shall include all accrued vacation liabilities set forth in Schedule 3.6(a); however, the Adjustment Schedule shall increase the Final Purchase Price by the amount of any cash payments so paid by Teleservices to employees in lieu of carrying over accrued vacation. Schedule 3.6(a) also sets forth with respect to each Transferred Employee the number of paid vacation and short-term disability (i.e., sick leave) days to which such individual is entitled as of the Closing Date for the remainder of calendar year 2004. (b) Buyer Unless otherwise set forth on Schedule 1.6, the Sellers shall give Qualifying Offers be jointly and severally liable for, and shall indemnify and hold Purchaser, or any Affiliate of employment Purchaser employing Transferred Employees, harmless from and against any liabilities or obligations relating to substantially all employees of either of the salaried employees Sellers used in the Business, independent contractors used in the Business, or their dependents, including reasonable fees and disbursements of Seller who are employed in positions relating attorneys, resulting from, and including, (i) any and all claims for life insurance, disability and medical benefits, and any workers' compensation claims (including claims under California labor code Section 132(a)), based on occurrences prior to the Business (collectivelyClosing or in connection with the transactions contemplated hereby), "Non-Union Employees"). Each whether such person who becomes employed by Buyer pursuant to this section shall be referred to herein as a "Transferred Non-Union Employee." Buyer shall reimburse Seller for 50 percent of the aggregate Severance Cost (as defined below) relating to those Non-Union Employees whose employment is terminated by Seller prior to claims are asserted before, on or as of after the Closing Date. "Severance Cost" means the sum of the following costs incurred by Seller resulting from a Non-Union Employee's termination of employment with Seller: (i) all cash severance benefits payable pursuant to Seller's severance policy, (ii) any and all other welfare and fringe benefit claims based on occurrences prior to the cost of outplacement services provided pursuant to Seller's severance policyClosing, whether such claims are asserted before, on or after the Closing Date, (iii) Seller's subsidized portion any and all life insurance, disability, severance (including severance claims based upon the transactions contemplated hereunder), medical or other welfare and fringe benefit claims of COBRA Continuation Coverage provided by Seller's health plan in accordance any individual (or his or her covered dependents) who retired from or terminated employment or independent contractor status with Seller's severance policyMSGI and/or Teleservices prior to the Closing or who died prior to the Closing, whether such claim is asserted before, on or after the Closing Date, (iv) any and all claims related to any severance or other termination benefits provided for by federal or state statute or otherwise and arising out of a claim of actual or constructive termination resulting from the additional severance benefits payable pursuant consummation of the transactions contemplated hereunder if the termination occurred, or is claimed to arrangements have occurred, before or in connection with the specific individuals identified in a schedule delivered to Buyer prior to Closing (including the date hereof; United States federal and the California Workers Adjustment and Retraining Notification Act and the California labor code), and (v) any retention bonuses paid and all claims related to any compensation arrangement or benefit plan sponsored by either Seller including, but not limited to, any liability for any amounts payable thereunder as a result of the execution or performance of this Agreement or on the termination of any employees of either of the Sellers used in the Business or the services of independent contractors after the Closing in connection therewith. (c) As to Non-Union Employees any Tranferred Employee or independent contractor of either of the Sellers who do is employed by Purchaser or an Affiliate of Purchaser or with whom Purchaser contracts for services, the Sellers agree to cause the release of such employee or independent contractor from any contractual provision with either of the Sellers which would impair the utility of such employee's or independent contractor's services to Purchaser or which would impose upon such employee or independent contractor any monetary or other obligation to either of the Sellers which would otherwise be occasioned by the termination of such individual's employment or independent contractor status with either of the Sellers, including any agreements of noncompetition or confidentiality. (d) Nothing in this Agreement shall be construed as conferring any right, as third party beneficiary or otherwise, on any individual or entity not receive Qualifying Offers of employment and who are deemed in Seller's discretion a party to be critical this Agreement as to the ongoing operation of the Business. With respect to the Severance Cost components matters described in clauses (i), (ii), (iv) and (v) of the preceding sentence, Buyer shall pay such reimbursement to Seller at the later of Closing or five days after receipt of a list of such terminated Non-Union Employees and the amount of such Severance Cost components with respect to such employees. With respect to the Severance Cost component described in clause (iii), Seller shall provide Buyer during the COBRA Continuation Coverage period with a monthly schedule setting forth the cumulative amount of such cost component for the preceding month, and Buyer shall pay such reimbursement to Seller within five days after receipt of each such schedulethis Paragraph 3.6.

Seller Employees. (a) Buyer Hospitality shall give Qualifying Offers of offer employment to all employees ADI Personnel upon terms and conditions substantially equivalent to those provided by Seller; however, Hospitality shall not be required to provide stock options or any stock purchase rights. For a period of twelve months following the Closing, neither Purchaser nor Hospitality shall hire any person who was an employee of Seller who are covered by or any subsidiary of Seller within the IBEW Local Union No. 387 collective bargaining agreement with Seller previous three months (other than ADI Personnel), and for a period of eighteen months following the "IBEW CBA") and are employed in positions relating to the Business (collectivelyClosing, "Union Employees"). Each such neither Purchaser nor Hospitality shall solicit for employment any person who becomes employed by Buyer pursuant to this section shall be referred to herein as a "Transferred Union Employee"is an employee of Seller or any subsidiary of Seller. (b) Buyer Hospitality shall give Qualifying Offers maintain employee records transferred to Hospitality hereunder for a period of employment not less than four years and during that period will afford Seller reasonable access to such records during Hospitality's normal business hours. Hospitality shall maintain the confidentiality of such records and limit access thereto in a manner consistent with Hospitality's treatment of its employee records. (c) Hospitality agrees, with respect to ADI Personnel hired by Hospitality, to provide compensation and benefits to such ADI Personnel substantially all of equivalent to current levels, excluding stock options and the salaried employees of Seller who are employed in positions relating to the Business (collectivelystock purchase program, "Non-Union Employees"). Each such person who becomes employed by Buyer pursuant to this section shall be referred to herein as a "Transferred Non-Union Employee." Buyer shall reimburse Seller for 50 percent of the aggregate Severance Cost (as defined below) relating to those Non-Union Employees whose employment is terminated by Seller prior to or as of the Closing Date. "Severance Cost" means the sum of the following costs incurred by Seller resulting from a Non-Union Employee's termination of employment with Seller: and agrees (i) all cash severance to give such employees credit under Hospitality's benefits payable pursuant plans, programs, and arrangements, include credit for accrued but unvested vacation which has been charged to Seller under Section 2.3, for such employees' period of service with Seller's severance policy, provided that such credit shall only be taken into account under any tax-qualified plan maintained by Hospitality for purposes of determining such employees' eligibility for participation and eligibility to satisfy any hours of service requirement in order to receive an allocation of an employer contribution; (ii) to provide coverage to such employees who are eligible under Hospitality's health, medical, life insurance, and other welfare plans (A) without the cost need to undergo a physical examination or otherwise provide evidence of outplacement services provided pursuant to insurability; (B) any pre-existing condition or similar limitations or exclusions will be applied by taking into account the period of coverage under Seller's severance policyplan; (C) by applying and giving credit for amounts paid for the plan year in which the Closing Date occurs as deductibles, (iii) Seller's subsidized portion out of COBRA Continuation Coverage provided by Seller's health plan in accordance with Seller's severance policypocket expenses, (iv) the additional severance benefits payable pursuant to arrangements with the specific individuals identified in a schedule delivered to Buyer prior to the date hereof; and (v) any retention bonuses similar amounts paid by Seller to Non-Union Employees who do not receive Qualifying Offers of employment individuals and who are deemed in Seller's discretion to be critical to the ongoing operation of the Business. With respect to the Severance Cost components described in clauses (i), (ii), (iv) and (v) of the preceding sentence, Buyer shall pay such reimbursement to Seller at the later of Closing or five days after receipt of a list of such terminated Non-Union Employees and the amount of such Severance Cost components with respect to such employees. With respect to the Severance Cost component described in clause (iii), Seller shall provide Buyer during the COBRA Continuation Coverage period with a monthly schedule setting forth the cumulative amount of such cost component for the preceding month, and Buyer shall pay such reimbursement to Seller within five days after receipt of each such scheduletheir beneficiaries.

Seller Employees. (a) Buyer Purchaser shall give Qualifying Offers of offer employment to all employees ADI Personnel as to whom Purchaser has been furnished all employment records at Closing upon terms and conditions substantially equivalent to those provided by Seller; however, Purchaser shall not be required to provide stock options or any stock purchase rights. For a period of twelve months following the Closing, Purchaser shall not hire any person who was an employee of Seller who are covered by or any subsidiary of Seller within the IBEW Local Union No. 387 collective bargaining agreement with Seller previous three month (the "IBEW CBA"other than ADI Personnel) and are employed in positions relating to for a period of eighteen months following the Business (collectively, "Union Employees")Closing. Each such Purchaser shall not solicit for employment any person who becomes employed by Buyer pursuant to this section shall be referred to herein as a "Transferred Union Employee"is an employee of Seller or any subsidiary of Seller. (b) Buyer shall give Qualifying Offers of employment to substantially all Each of the salaried employees ADI Personnel offered employment pursuant to Section 6.3(a) shall be offered employment by Purchaser as an "at will" employee of Seller who are employed in positions relating Purchaser to the Business (collectively, "Non-Union Employees")perform such duties as Purchaser may assign to such employee from time to time. Each such person who becomes employee shall be subject to the same rules and policies applicable to Purchaser's current employees with respect to all employment related matters including retention, disciplinary action, termination, promotion, compensation, and except as otherwise provided in this Agreement, benefits. Each party hereby represents to the other party that neither such party nor any of its officers or directors has made any representation to any such employee which is materially inconsistent with the foregoing. (c) The covenants of Purchaser contained in this Section are made solely to Seller. Nothing contained in this Section gives or shall be construed as giving any employee of Seller, including ADI Personnel, any right to be employed by Buyer pursuant to this section Purchaser in any capacity, for any rate of compensation or for any period of time. No employee of Seller, including ADI Personnel, shall be referred to herein as considered a "Transferred Non-Union Employee." Buyer shall reimburse Seller for 50 percent third party beneficiary of the aggregate Severance Cost covenants of Purchaser contained in this Section and Purchaser shall have no liability to any employee on account of its breach of any such covenants. (as defined belowd) relating Purchaser shall maintain employee records transferred to those Non-Union Employees whose employment is terminated Purchaser hereunder for a period of not less than four years and during that period will afford Seller reasonable access to such records during Purchaser's normal business hours. Purchaser shall maintain the confidentiality of such records and limit access thereto in a manner consistent with Purchaser's treatment of its employee records. (e) Purchaser agrees with respect to ADI Personnel hired by Seller prior to or as of the Closing Date. "Severance Cost" means the sum of the following costs incurred by Seller resulting from a Non-Union Employee's termination of employment with SellerPurchaser: (i) all cash severance to give such employees credit under Purchaser's benefits payable pursuant plans, programs, and arrangements, including credit for accrued vacation which has been charged to Seller under Section 2.3, for such employees' period of service with Seller's severance policy, provided that such credit shall only be taken into account under any tax-qualified plan maintained by Purchaser for purposes of determining such employees' eligibility for participation and eligibility to satisfy any hours of service requirement in order to receive an allocation of an employer contribution; (ii) to provide coverage to such employees who are eligible under Purchaser's health, medical, life insurance, and other welfare plans (A) without the cost need to undergo a physical examination or otherwise provide evidence of outplacement services provided pursuant to insurability; (B) any pre-existing condition or similar limitations or exclusions will be applied by taking into account the period of coverage under Seller's severance policyplan; (C) by applying and giving credit for amounts paid for the plan year in which the Closing Date occurs as deductibles, (iii) Seller's subsidized portion out of COBRA Continuation Coverage provided by Seller's health plan in accordance with Seller's severance policypocket expenses, (iv) the additional severance benefits payable pursuant to arrangements with the specific individuals identified in a schedule delivered to Buyer prior to the date hereof; and (v) any retention bonuses similar amounts paid by Seller to Non-Union Employees who do not receive Qualifying Offers of employment individuals and who are deemed in Seller's discretion to be critical to the ongoing operation of the Business. With respect to the Severance Cost components described in clauses (i), (ii), (iv) and (v) of the preceding sentence, Buyer shall pay such reimbursement to Seller at the later of Closing or five days after receipt of a list of such terminated Non-Union Employees and the amount of such Severance Cost components with respect to such employees. With respect to the Severance Cost component described in clause (iii), Seller shall provide Buyer during the COBRA Continuation Coverage period with a monthly schedule setting forth the cumulative amount of such cost component for the preceding month, and Buyer shall pay such reimbursement to Seller within five days after receipt of each such scheduletheir beneficiaries.

Seller Employees. (a) Buyer shall give Qualifying Offers The parties recognize that the orderly transfer of employment to all employees of Seller who are covered the personnel employed by the IBEW Local Union No. 387 collective bargaining agreement with Seller (the "IBEW CBA") and are employed in positions relating Business is significant to the Business (collectivelybusiness interests of both Buyer and Sellers. As a result, "Union Employees"). Each such person who becomes employed by Buyer pursuant the parties will use their reasonable efforts to this section shall be referred avoid significant disruption to herein as a "Transferred Union Employee"the Business. (b) Buyer shall give Qualifying Offers offer employment to all Restaurant Employees upon terms and conditions substantially equivalent to those provided by any Seller or affiliate of any Seller, a description of which has been made available to Buyer; provided, however, that with respect to all such employees who are not actively employed due to any illness or injury on the Closing Date, Buyer's offer of employment to substantially all of the salaried employees of Seller who are employed in positions relating to the Business (collectively, "Non-Union Employees"). Each such person who becomes employed by Buyer pursuant to this section shall be referred effective commencing with the first day that such employee is ready and able to herein as a "Transferred Non-Union Employee." Buyer shall reimburse Seller for 50 percent of the aggregate Severance Cost (as defined below) relating return to those Non-Union Employees whose active employment is terminated by Seller prior to or as within thirty days of the Closing Date. "Severance Cost" means Buyer agrees to pay bonuses to Restaurant Employees for the sum month (or quarter, as the case may be) in which the Closing occurs under the Sellers' existing bonus plan. (c) Buyer shall interview any Corporate Employee for which a substantially equivalent or similar position shall exist subsequent to the transactions contemplated by this Agreement. (d) Buyer shall maintain employee records transferred to Buyer hereunder for a period of not less than one (1) year or three (3) years if necessary for Sellers to comply with any governmental inquiries or governmental filings and during such periods will afford Sellers reasonable access to such records during Buyer's normal business hours. Buyer shall maintain the confidentiality of such records and limit access thereto in a manner consistent with Buyer's treatment of its employee records. (e) Buyer agrees with respect to Restaurant Employees or Corporate Employees hired by Buyer within ninety (90) days of the following costs incurred by Seller resulting from a Non-Union Employee's termination of employment with SellerClosing Date: (i1) all cash severance to give such Employees credit under Buyer's benefits payable plans, programs, and arrangements, including credit for accrued vacation (to the extent Buyer is paid for such accrued vacation pursuant to Section 9.1), for such Employees' period of service with Sellers, provided that such credit shall only be taken into account under any tax-qualified plan maintained by Buyer for purposes of determining such Employees' eligibility for participation and eligibility to satisfy any hours of service requirement in order to receive an allocation of an employer contribution; (2) to the extent allowed by the applicable plan, to provide coverage to such Employees who are eligible under Buyer's health, medical, life insurance and other welfare plans (A) without the need to undergo a physical examination or otherwise provide evidence of insurability; (B) any pre-existing condition or similar limitations or exclusions will be applied by taking into account the period of coverage under Seller's severance policyplan; (C) by applying and giving credit for amounts paid for the plan year in which the Closing Date occurs as deductibles, (ii) the cost out of outplacement services provided pursuant to Seller's severance policy, (iii) Seller's subsidized portion of COBRA Continuation Coverage provided by Seller's health plan in accordance with Seller's severance policy, (iv) the additional severance benefits payable pursuant to arrangements with the specific individuals identified in a schedule delivered to Buyer prior to the date hereof; pocket expenses and (v) any retention bonuses similar amounts paid by Seller to Non-Union Employees who do not receive Qualifying Offers individuals and their beneficiaries. (f) For a period of employment and who are deemed in Seller's discretion to be critical to one year after the ongoing operation of the Business. With respect to the Severance Cost components described in clauses (i), (ii), (iv) and (v) of the preceding sentenceClosing Date, Buyer shall pay such reimbursement not solicit the employment of or employ any restaurant or corporate employee of the Parent, any Specialty Restaurant or any franchisee of the Parent. (g) Buyer, as reasonably requested by Sellers and to Seller at the later extent lawful, shall withhold from the paycheck of Closing any Restaurant Employee the amounts currently being withheld by or five days after receipt paid to Sellers as repayment of a list of such terminated Non-Union Employees and the amount of such Severance Cost components with respect loan to such employees. With respect to the Severance Cost component described in clause (iii), Seller shall provide Buyer during the COBRA Continuation Coverage period with a monthly schedule setting forth the cumulative amount of such cost component for the preceding monthRestaurant Employee, and Buyer shall pay promptly remit such reimbursement amounts to Seller within five days after receipt of each such scheduleSellers.

Seller Employees. (a) Buyer Purchaser shall give Qualifying Offers of offer employment to all employees ADI Personnel upon terms and conditions substantially equivalent to those provided by Seller; however, Purchaser shall not be required to provide stock options or any stock purchase rights. For a period of twelve months following the Closing, Purchaser shall not solicit for employment any person who is a salaried employee of Seller who are covered by the IBEW Local Union No. 387 collective bargaining agreement with Seller (the "IBEW CBA") and are employed in positions relating to the Business (collectively, "Union Employees"). Each such person who becomes employed by Buyer pursuant to this section shall be referred to herein as a "Transferred Union Employee"or any subsidiary of Seller. (b) Buyer Purchaser shall give Qualifying Offers maintain employee records transferred to Purchaser hereunder for a period of employment not less than four years and during that period will afford Seller reasonable access to substantially all such records during Purchaser's normal business hours. Purchaser shall maintain the confidentiality of the salaried employees such records and limit access thereto in a manner consistent with Purchaser's treatment of Seller who are employed in positions relating its employee records. (c) Purchaser agrees with respect to the Business (collectively, "Non-Union Employees"). Each such person who becomes employed ADI Personnel hired by Buyer pursuant to this section shall be referred to herein as a "Transferred Non-Union Employee." Buyer shall reimburse Seller for 50 percent of the aggregate Severance Cost (as defined below) relating to those Non-Union Employees whose employment is terminated by Seller prior to or as of the Closing Date. "Severance Cost" means the sum of the following costs incurred by Seller resulting from a Non-Union Employee's termination of employment with SellerPurchaser: (i) all cash severance to give such employees credit under Purchaser's benefits payable pursuant plans, programs, and arrangements (including credit for accrued but unvested vacation which has been charged to Seller under Section 2.3) for such employees' period of service with Seller's severance policy, provided that such credit shall only be taken into account under any tax-qualified plan maintained by Purchaser for purposes of determining such employees' eligibility for participation and eligibility to satisfy any hours of service requirement in order to receive an allocation of an employer contribution; (ii) to provide coverage to such employees who are eligible under Purchaser's health, medical, life insurance, and other welfare plans (A) without the cost need to undergo a physical examination or otherwise provide evidence of outplacement services provided pursuant to insurability; (B) any pre-existing condition or similar limitations or exclusions will be applied by taking into account the period of coverage under Seller's severance policyplan; (C) by applying and giving credit for amounts paid for the plan year in which the Closing Date occurs as deductibles, (iii) Seller's subsidized portion out of COBRA Continuation Coverage provided by Seller's health plan in accordance with Seller's severance policypocket expenses, (iv) the additional severance benefits payable pursuant to arrangements with the specific individuals identified in a schedule delivered to Buyer prior to the date hereof; and (v) any retention bonuses similar amounts paid by Seller to Non-Union Employees who do not receive Qualifying Offers of employment individuals and who are deemed in Seller's discretion to be critical to the ongoing operation of the Business. With respect to the Severance Cost components described in clauses (i), (ii), (iv) and (v) of the preceding sentence, Buyer shall pay such reimbursement to Seller at the later of Closing or five days after receipt of a list of such terminated Non-Union Employees and the amount of such Severance Cost components with respect to such employees. With respect to the Severance Cost component described in clause (iii), Seller shall provide Buyer during the COBRA Continuation Coverage period with a monthly schedule setting forth the cumulative amount of such cost component for the preceding month, and Buyer shall pay such reimbursement to Seller within five days after receipt of each such scheduletheir beneficiaries.

Seller Employees. (a) Buyer Purchaser shall give Qualifying Offers of be obligated to initially offer employment to all ADI Personnel upon terms and conditions substantially equivalent to those provided by Seller; however, Purchaser shall not be required to provide stock options or any stock purchase rights. Purchaser shall have no obligation to employ any ADI Personnel for any minimum length of time and, unless specifically agreed to with any employee otherwise, Purchaser shall employ ADI Personnel on an at-will basis. Purchaser further reserves the right to amend, increase, decrease or terminate any employee benefit provided to its employees at any time. For a period of 12 months following the Closing, Purchaser will agree not to hire any person who was an employee of Seller who are covered by or any subsidiary of Seller within the IBEW Local Union No. 387 collective bargaining agreement with Seller previous three months (the "IBEW CBA") and are employed in positions relating to the Business (collectively, "Union Employees"other than ADI Personnel). Each such person who becomes employed by Buyer pursuant to this section shall be referred to herein as a "Transferred Union Employee". (b) Buyer Purchaser shall give Qualifying Offers maintain employee records transferred to Purchaser hereunder for a period of employment not less than four years and during that period will afford Seller reasonable access to substantially all such records during Purchaser's normal business hours. Purchaser shall maintain the confidentiality of the salaried employees such records and limit access thereto in a manner consistent with Purchaser's treatment of Seller who are employed in positions relating its employee records. (c) Purchaser agrees with respect to the Business (collectively, "Non-Union Employees"). Each such person who becomes employed ADI Personnel hired by Buyer pursuant to this section shall be referred to herein as a "Transferred Non-Union Employee." Buyer shall reimburse Seller for 50 percent of the aggregate Severance Cost (as defined below) relating to those Non-Union Employees whose employment is terminated by Seller prior to or as of the Closing Date. "Severance Cost" means the sum of the following costs incurred by Seller resulting from a Non-Union Employee's termination of employment with SellerPurchaser: (i) all cash severance to give such employees credit under Purchaser's benefits payable pursuant plans, programs, and arrangements, including credit for accrued vacation which has been charged to Seller under Section 2.3, for such employees' period of service with Seller's severance policy, provided that such credit shall only be taken into account under any tax-qualified plan maintained by Purchaser for purposes of determining such employees' eligibility for participation and eligibility to satisfy any hours of service requirement in order to receive an allocation of an employer contribution; (ii) to provide coverage to such employees who are eligible under Purchaser's health, medical, life insurance, and other welfare plans (A) without the cost need to undergo a physical examination or otherwise provide evidence of outplacement services provided pursuant to insurability; (B) any pre-existing condition or similar limitations or exclusions will be applied by taking into account the period of coverage under Seller's severance policyplan; (C) by applying and giving credit for amounts paid for the plan year in which the Closing Date occurs as deductibles, out of pocket expenses, and similar amounts paid by individuals and their beneficiaries. (iiid) SellerPurchaser agrees with respect to ADI personnel hired by Purchaser; (i) to give such employees credit for accrued vacation which has been charged to Seller under Section 2.3 for such employee's subsidized portion of COBRA Continuation Coverage provided by Seller's health plan in accordance service with Seller's severance policy, (iv) the additional severance benefits payable pursuant to arrangements with the specific individuals identified in a schedule delivered to Buyer prior to the date hereof; and (vii) to offer to such employees benefits under Purchaser's applicable health, medical, life insurance or other welfare plans now or then existing at the date of closing which may be amended or terminated by Purchaser at any retention bonuses paid time. The Purchaser is under no obligation to continue or adopt any of Seller's health, medical, life insurance, pension or other welfare plans offered by Seller to Non-Union Employees who do not receive Qualifying Offers of employment and who are deemed in Seller's discretion to be critical to the ongoing operation of the Business. With respect to the Severance Cost components described in clauses (i), (ii), (iv) and (v) of the preceding sentence, Buyer shall pay such reimbursement to Seller at the later of Closing or five days after receipt of a list of such terminated Non-Union Employees and the amount of such Severance Cost components with respect to such employees. With respect to the Severance Cost component described in clause (iii), Seller shall provide Buyer during the COBRA Continuation Coverage period with a monthly schedule setting forth the cumulative amount of such cost component for the preceding month, and Buyer shall pay such reimbursement to Seller within five days after receipt of each such scheduleADI personnel.

Seller Employees. (a) Buyer Purchaser shall give Qualifying Offers of offer employment to all employees ADI Personnel upon terms and conditions substantially equivalent to those provided by Seller; however, Purchaser shall not be required to provide stock options or any stock purchase rights. For a period of twelve months following the Closing, Purchaser shall not hire any person who was an employee of Seller who are covered by or any subsidiary of Seller within the IBEW Local Union No. 387 collective bargaining agreement with Seller previous three months (the "IBEW CBA"other than ADI Personnel) and are employed in positions relating to for a period of eighteen months following the Business (collectively, "Union Employees")Closing. Each such Purchaser shall not solicit for employment any person who becomes employed by Buyer pursuant to this section shall be referred to herein as a "Transferred Union Employee"is an employee of Seller or any subsidiary of Seller. (b) Buyer Purchaser shall give Qualifying Offers maintain employee records transferred to Purchaser hereunder for a period of employment not less than four years and during that period will afford Seller reasonable access to substantially all such records during Purchaser's normal business hours. Purchaser shall maintain the confidentiality of the salaried employees such records and limit access thereto in a manner consistent with Purchaser's treatment of Seller who are employed in positions relating its employee records. (c) Purchaser agrees with respect to the Business (collectively, "Non-Union Employees"). Each such person who becomes employed ADI Personnel hired by Buyer pursuant to this section shall be referred to herein as a "Transferred Non-Union Employee." Buyer shall reimburse Seller for 50 percent of the aggregate Severance Cost (as defined below) relating to those Non-Union Employees whose employment is terminated by Seller prior to or as of the Closing Date. "Severance Cost" means the sum of the following costs incurred by Seller resulting from a Non-Union Employee's termination of employment with SellerPurchaser: (i) all cash severance to give such employees credit under Purchaser's benefits payable pursuant plans, programs, and arrangements, including credit for accrued vacation which has been charged to Seller under Section 2.3, for such employees' period of service with Seller's severance policy, provided that such credit shall only be taken into account under any tax-qualified plan maintained by Purchaser for purposes of determining such employees' eligibility for participation and eligibility to satisfy any hours of service requirement in order to receive an allocation of an employer contribution; (ii) to provide coverage to such employees who are eligible under Purchaser's health, medical, life insurance, and other welfare plans (A) without the cost need to undergo a physical examination or otherwise provide evidence of outplacement services provided pursuant to insurability; (B) any pre-existing condition or similar limitations or exclusions will be applied by taking into account the period of coverage under Seller's severance policyplan; (C) by applying and giving credit for amounts paid for the plan year in which the Closing Date occurs as deductibles, (iii) Seller's subsidized portion out of COBRA Continuation Coverage provided by Seller's health plan in accordance with Seller's severance policypocket expenses, (iv) the additional severance benefits payable pursuant to arrangements with the specific individuals identified in a schedule delivered to Buyer prior to the date hereof; and (v) any retention bonuses similar amounts paid by Seller to Non-Union Employees who do not receive Qualifying Offers of employment individuals and who are deemed in Seller's discretion to be critical to the ongoing operation of the Business. With respect to the Severance Cost components described in clauses (i), (ii), (iv) and (v) of the preceding sentence, Buyer shall pay such reimbursement to Seller at the later of Closing or five days after receipt of a list of such terminated Non-Union Employees and the amount of such Severance Cost components with respect to such employees. With respect to the Severance Cost component described in clause (iii), Seller shall provide Buyer during the COBRA Continuation Coverage period with a monthly schedule setting forth the cumulative amount of such cost component for the preceding month, and Buyer shall pay such reimbursement to Seller within five days after receipt of each such scheduletheir beneficiaries.

Seller Employees. (a) Buyer Purchaser shall give Qualifying Offers of offer employment to all ADI Personnel (and, if Seller has not yet reassigned all persons employed by Seller at its Wheaton, Illinois location to other Restaurants such that such persons are deemed to be "ADI Personnel" under Section 4.4, such employees as well) upon terms and conditions substantially equivalent to those provided by Seller; however, Purchaser shall not be required to provide stock options or any stock purchase rights. Notwithstanding the foregoing sentence, Seller and Purchaser acknowledge that Purchaser's offer of employment shall be made only on an at-will basis, and such employees are not intended to be and shall not be deemed to be third-party beneficiaries of this Agreement. For a period of twelve months following the Closing, Purchaser shall not solicit for employment any person who is a salaried employee of Seller who are covered by the IBEW Local Union No. 387 collective bargaining agreement with Seller (the "IBEW CBA") and are employed in positions relating to the Business (collectively, "Union Employees"). Each such person who becomes employed by Buyer pursuant to this section shall be referred to herein as a "Transferred Union Employee"or any subsidiary of Seller. (b) Buyer Purchaser shall give Qualifying Offers maintain employee records transferred to Purchaser hereunder for a period of employment not less than four years and during that period will afford Seller reasonable access to substantially all such records during Purchaser's normal business hours. Purchaser shall maintain the confidentiality of the salaried employees such records and limit access thereto in a manner consistent with Purchaser's treatment of Seller who are employed in positions relating its employee records. (c) Purchaser agrees with respect to the Business (collectively, "Non-Union Employees"). Each such person who becomes employed ADI Personnel hired by Buyer pursuant to this section shall be referred to herein as a "Transferred Non-Union Employee." Buyer shall reimburse Seller for 50 percent of the aggregate Severance Cost (as defined below) relating to those Non-Union Employees whose employment is terminated by Seller prior to or as of the Closing Date. "Severance Cost" means the sum of the following costs incurred by Seller resulting from a Non-Union Employee's termination of employment with SellerPurchaser: (i) all cash severance to give such employees credit under Purchaser's benefits payable pursuant plans, programs, and arrangements (including credit for accrued but unvested vacation which has been charged to Seller under Section 2.3) for such employees' period of service with Seller's severance policy, provided that such credit shall only be taken into account under any tax-qualified plan maintained by Purchaser for purposes of determining such employees' eligibility for participation and eligibility to satisfy any hours of service requirement in order to receive an allocation of an employer contribution; (ii) to provide coverage to such employees who are eligible under Purchaser's health, medical, life insurance, and other welfare plans (A) without the cost need to undergo a physical examination or otherwise provide evidence of outplacement services provided pursuant to insurability; (B) any pre-existing condition or similar limitations or exclusions will be applied by taking into account the period of coverage under Seller's severance policyplan; (C) by applying and giving credit for amounts paid for the plan year in which the Closing Date occurs as deductibles, (iii) Seller's subsidized portion out of COBRA Continuation Coverage provided by Seller's health plan in accordance with Seller's severance policypocket expenses, (iv) the additional severance benefits payable pursuant to arrangements with the specific individuals identified in a schedule delivered to Buyer prior to the date hereof; and (v) any retention bonuses similar amounts paid by Seller to Non-Union Employees who do not receive Qualifying Offers of employment individuals and who are deemed in Seller's discretion to be critical to the ongoing operation of the Business. With respect to the Severance Cost components described in clauses (i), (ii), (iv) and (v) of the preceding sentence, Buyer shall pay such reimbursement to Seller at the later of Closing or five days after receipt of a list of such terminated Non-Union Employees and the amount of such Severance Cost components with respect to such employees. With respect to the Severance Cost component described in clause (iii), Seller shall provide Buyer during the COBRA Continuation Coverage period with a monthly schedule setting forth the cumulative amount of such cost component for the preceding month, and Buyer shall pay such reimbursement to Seller within five days after receipt of each such scheduletheir beneficiaries.