Common use of Seller's Employees Clause in Contracts

Seller's Employees. (a) Buyer has the option, but not the obligation, to hire on the Closing Date any employees of Seller. Any such employees actually hired by Buyer shall hereinafter be referred to as "Transferred Employees." Salaries, --------------------- wages and all other regular current compensation of each Transferred Employee which is attributable to services performed by each such Transferred Employee on or prior to the Closing Date shall be paid by Seller directly to that employee. All other cash compensation, including, but not limited to, incentive pay, bonuses and other payments or obligations of any kind whatsoever in the nature of compensation, arising after the Closing Date shall be paid by Buyer directly to the Transferred Employee entitled thereto. (b) Prior to the Closing Date, Seller shall cause the account balances of Transferred Employees who are participants in Seller's 401(k) Plan (the "Seller's Plan") to become fully vested as of the Closing Date. Seller shall -------------- provide each Transferred Employee with an election to receive a distribution of his or her fully vested benefit as soon as practicable after the Closing Date. Upon Seller providing Buyer with a current determination letter from the Internal Revenue Service confirming the tax qualified status of Seller's Plan, the Coinmach 401(k) Plan (the "Coinmach Plan") shall, as soon as reasonably ------------- practicable thereafter, permit Transferred Employees to roll over (including by means of a direct rollover within the meaning of Code Section 401(a)(31)) any distribution that any such Transferred Employee may receive or be entitled to receive from Seller's Plan which qualifies as an "eligible rollover distribution" as defined in Section 402(f)(2)(A) of the Code. (c) Seller shall pay or cause to be paid all claims for health care benefits covered by any of its health care plans which relate to claims incurred by Transferred Employees or their dependents on or before the Closing Date, regardless of when such claims may be filed. Buyer shall pay or cause to be paid all claims which relate to health care claims incurred by Transferred Employees or their dependents after the Closing Date, but only to the extent covered under the terms and conditions of Buyer's health care benefit plan which covers such Transferred Employees. Notwithstanding anything contained in this Section 6.9, Buyer - 44 - shall not be responsible for any claims incurred by Transferred Employees or their dependents on or before the Closing Date, regardless of when such claims may be filed. (d) Seller shall retain all responsibilities for providing all benefits required under Part 6 of Title I of ERISA ("COBRA Benefits") to -------------- Transferred Employees, and their qualified beneficiaries in respect of qualifying events occurring on or before the Closing Date; Buyer shall be responsible for providing COBRA Benefits arising in respect of Transferred Employees for qualifying events occurring after the Closing Date. (e) Seller shall be responsible and liable for salary, bonus, fringe benefits, welfare benefits, pension benefits, vacation, holiday or sick pay and other benefits or claims including severance payments and COBRA benefits (collectively "Benefits") with respect to employees of Seller that are not hired -------- by Buyer. Seller shall be responsible and liable for, and Buyer shall have no obligation for any Benefits accrued by Transferred Employees on or prior to the Closing Date and any Benefits which are attributable to services performed by Transferred Employees on or prior to the Closing Date. (f) Buyer shall be responsible and liable for claims arising under any state worker's compensation or similar law in respect of Transferred Employees which are based upon any occurrence after the Closing Date; Seller shall be responsible and liable for such claims which are based upon occurrences on or before the Closing Date.

Seller's Employees. (a) Buyer has Purchaser shall deliver to Seller a list, within five (5) Business Days after the optiondate hereof on Schedule 6.7(a)-1, but of those employees to whom it intends to extend offers of employment (“Hired Employees”). Purchaser intends to extend offers of employment to the Hired Employees on substantially the same terms, including compensation and benefits, as such employees had with Seller immediately prior to the Effective Date; provided, however, that with respect to benefits provided by Purchaser to the Hired Employees, Purchaser shall only be obligated to provide such Hired Employees with benefits substantially similar to those that Purchaser provides to its similarly situated employees. Seller shall take no action that reasonably would be expected to prevent any employee from accepting employment with Purchaser (for instance, Seller shall not disparage Purchaser, the obligationAcquired Division or any Production Asset, their respective employees or management, or their respective business plans). Purchaser will not assume and will have no obligation with respect to hire any employee bonus, retirement, pension, profit sharing, incentive, deferred compensation, medical, retiree medical, retiree life, other insurance plan, employee severance, vacation or sick leave plan or policy or other employee benefit plan of Seller of any kind (collectively, “Employee Benefit Plans”). Purchaser shall have no responsibility for any Accrued Compensation and Benefits. However, Purchaser agrees to use commercially reasonable efforts to give to each employee of Seller who is hired by Purchaser on the Closing Date credit for past service with Seller for purposes of participation in any employees employee, retirement, pension, profit sharing, bonus, incentive, deferred compensation, medical, vacation, sick leave or other employee benefit plan of Purchaser in which such employee may be eligible to participate. Purchaser will not be required to establish or adopt any employee benefit plan or policy to accommodate Seller’s employees. Purchaser shall take commercially reasonable steps to waive any applicable waiting period and pre-existing condition exclusions related to any newly established 401(k) plan and health insurance benefits and shall use commercially reasonable efforts to cause any Hired Employee and their dependents to be eligible to participate in one of Purchaser’s group health plans effective as of the Closing Date. Purchaser is not, and shall not be deemed to be, a successor employer to Seller or any affiliate thereof with respect to any employee benefit plan of Seller. Any such employees actually hired ; and no plan adopted or maintained by Buyer shall hereinafter be referred to as "Transferred Employees." Salaries, --------------------- wages and all other regular current compensation of each Transferred Employee which is attributable to services performed by each such Transferred Employee on or prior to Purchaser after the Closing Date is or shall be paid by deemed to be a “successor plan” (as such term is defined in Section 4021(a) of the Employee Retirement Income Security Act). (b) Except as specified in Section 6.7(a) above, Seller directly shall pay for (and otherwise be responsible for) all other costs and expenses relating to that employee. All other cash compensation, its employees (including, but not limited to, incentive pay, bonuses and other payments the Hired Employees) if such cost or obligations of any kind whatsoever in the nature of compensation, arising after the Closing Date shall be paid by Buyer directly to the Transferred Employee entitled thereto. (b) Prior to the Closing Date, Seller shall cause the account balances of Transferred Employees who are participants in Seller's 401(k) Plan (the "Seller's Plan") to become fully vested as of the Closing Date. Seller shall -------------- provide each Transferred Employee with an election to receive a distribution of his expense arises or her fully vested benefit as soon as practicable after the Closing Date. Upon Seller providing Buyer with a current determination letter from the Internal Revenue Service confirming the tax qualified status of Seller's Plan, the Coinmach 401(k) Plan (the "Coinmach Plan") shall, as soon as reasonably ------------- practicable thereafter, permit Transferred Employees to roll over (including by means of a direct rollover within the meaning of Code Section 401(a)(31)) any distribution that any such Transferred Employee may receive or be entitled to receive from Seller's Plan which qualifies as an "eligible rollover distribution" as defined in Section 402(f)(2)(A) of the Code. (c) Seller shall pay or cause to be paid all claims for health care benefits covered by any of its health care plans which relate to claims incurred by Transferred Employees or their dependents accrues on or before the Closing Date, regardless of when such claims may be filed. Buyer shall pay including but not limited to salaries, commissions and other compensation, severance payments, accrued vacation pay, unused sick leave, bonuses that are payable for or cause to be paid all claims which relate to health care claims incurred by Transferred Employees or their dependents after the period to and including the Closing Date, but only to the extent covered under the terms and conditions of Buyer's health care benefit plan which covers such Transferred Employees. Notwithstanding anything contained in this Section 6.9, Buyer - 44 - shall not be responsible for any claims incurred by Transferred Employees or their dependents on or before the Closing Date, regardless of when such claims may be filed. (d) Seller shall retain all responsibilities for providing all benefits required under Part 6 of Title I of ERISA ("COBRA Benefits") to -------------- Transferred Employees, and their qualified beneficiaries in respect of qualifying events occurring on or before the Closing Date; Buyer shall be responsible for providing COBRA Benefits arising in respect of Transferred Employees for qualifying events occurring after the Closing Date. (e) Seller shall be responsible and liable for salary, bonus, fringe benefits, welfare benefitspension, pension benefits, vacation, holiday or sick pay health and other benefits or claims including severance payments and COBRA benefits (collectively "Benefits") with amounts. With respect to the Hired Employees, Seller and its affiliates shall (i) fully vest all participants in Seller’s 401(k) Plan and make whatever distributions to participants in those plans as are permitted by law and (ii) provide notices concerning eligibility for continuation health coverage under all applicable health plans pursuant to Internal Revenue Code 4980B to eligible employees of and family members and provide such individuals with the opportunity to elect to continue their health coverages under the applicable Seller that are not hired -------- by Buyer. Seller shall be responsible or affiliate health and liable forcafeteria plans, and Buyer shall have no obligation for any Benefits accrued by Transferred Employees on or prior but only as to the Closing Date and any Benefits which are attributable to services performed by Transferred Employees on or prior to the Closing Datethose employees requiring such protections. (f) Buyer shall be responsible and liable for claims arising under any state worker's compensation or similar law in respect of Transferred Employees which are based upon any occurrence after the Closing Date; Seller shall be responsible and liable for such claims which are based upon occurrences on or before the Closing Date.

Seller's Employees. (a) Subject to Smithfield’s standard drug/alcohol employment screening, physical examination, and background inquiry practices, as of the Closing Date Buyer has will offer to employ (for positions substantially similar to their current employment positions), all employees employed by Sellers specifically in connection with the optionTransferred Assets, but including all employees of Farmland Foods, Inc. (the “Foods Employees”). No less than thirty (30) days prior to Closing, Sellers shall identify to Buyer the Foods Employees and shall use their commercially reasonable efforts to assure that Buyer may offer employment to any or all Foods Employees. Except as provided in Section 2.4 or in this Section 7.2, Buyer shall not be obligated to adopt or maintain any particular employee benefit plan or plans for any Foods Employees actually hired by Buyer. Buyer shall defend, indemnify and hold Sellers harmless from any liability under the obligation, WARN Act or any similar state law to hire the extent such liability arises out of or relates to a reduction in force in which a majority of the employee terminations occur prior to or on the Closing Date as a result of Buyer’s decision not to offer employment based on Smithfield’s standard drug/alcohol employment screening, physical examination, and background inquiry practices or subsequent to the Closing Date. Sellers shall defend, indemnify and hold Buyer harmless from any employees liability under the WARN Act or any similar state law to the extent such liability arises out of Seller. Any such employees actually hired by Buyer shall hereinafter be referred or relates to as "Transferred Employees." Salaries, --------------------- wages and all other regular current compensation a reduction in force in which a majority of each Transferred Employee which is attributable to services performed by each such Transferred Employee the employee terminations occur on or prior to the Closing Date unless as a result of Buyer’s decision not to offer employment based on Smithfield’s standard drug/alcohol employment screening, physical examination, and background inquiry practices. Buyer shall provide Sellers a list of those Foods Employees who accept such employment offer (“Hired Employees”). Such offers of employment will be paid by Seller directly to that employee. All other cash compensation, including, but not limited to, incentive pay, bonuses conditioned upon Closing and other payments or obligations upon the termination of any kind whatsoever in the nature of compensation, arising after the Closing Date shall be paid by Buyer directly such Foods Employees’ employment with Sellers immediately prior to the Transferred Employee entitled theretoEffective Time. (b) Prior The Hired Employees will become Buyer’s employees immediately following the Effective Time, and at the Closing Date Buyer will become responsible for wages, salary, benefits and other compensation with respect to the Closing Date, Seller shall cause the account balances Hired Employees arising out of Transferred Employees who are participants in Seller's 401(k) Plan (the "Seller's Plan") to become fully vested as of the Closing Date. Seller shall -------------- provide each Transferred Employee employment with an election to receive a distribution of his or her fully vested benefit as soon as practicable after the Closing Date. Upon Seller providing Buyer with a current determination letter from the Internal Revenue Service confirming the tax qualified status of Seller's Plan, the Coinmach 401(k) Plan (the "Coinmach Plan") shall, as soon as reasonably ------------- practicable thereafter, permit Transferred Employees to roll over (including by means of a direct rollover within the meaning of Code Section 401(a)(31)) any distribution that any such Transferred Employee may receive or be entitled to receive from Seller's Plan which qualifies as an "eligible rollover distribution" as defined in Section 402(f)(2)(A) of the CodeBuyer. (c) Seller Sellers shall pay cause the termination of employment of the Foods Employees as of the Closing, shall provide such notice of termination if and as required by the WARN Act or cause any similar state Law, and shall comply with all other Applicable Laws related to be paid all claims for health care benefits covered by any such termination of its health care plans which relate to claims incurred by Transferred Employees or their dependents on or before the Closing Date, regardless of when such claims may be filed. Buyer shall pay or cause to be paid all claims which relate to health care claims incurred by Transferred Employees or their dependents after the Closing Date, but only to the extent covered under the terms and conditions of Buyer's health care benefit plan which covers such Transferred Employees. Notwithstanding anything contained in this Section 6.9, Buyer - 44 - shall not be responsible for any claims incurred by Transferred Employees or their dependents on or before the Closing Date, regardless of when such claims may be filedemployment. (d) Seller Except as specifically provided in this Section 7.2, Sellers shall retain responsibility for, and shall indemnify Buyer from and against, all responsibilities damage or liabilities arising in connection with Sellers’ employment of its employees (including all Foods Employees and Hired Employees) and the termination of their employment, including without limitation any penalties or damages under the WARN Act or any similar state Law. Sellers shall be responsible for providing all benefits required continuation coverage under Part 6 of Title I of ERISA Sections 601 et seq. ("COBRA Benefits"“COBRA”) with respect to -------------- Transferred their employees (other than Foods Employees, Hired Employees, or any individual formerly employed by Sellers in connection with the Transferred Assets, collectively referred to as “COBRA Transferees”) and their qualified beneficiaries in with respect of to qualifying events occurring on or before the Closing Date; . On and after the Closing Date, Buyer shall be responsible for providing COBRA Benefits arising in coverage with respect of Transferred Employees for to the COBRA Transferees and their qualified beneficiaries with respect to all qualifying events including those occurring after on or before the Closing Date. (e) Seller Sellers and Sellers’ 401(k) savings plan or plans shall be responsible retain responsibility for all assets and liable for salaryliabilities under such plan(s) as held in trust on behalf of plan participants and their beneficiaries. Buyer shall assume sponsorship of all medical, bonusdental, fringe benefitslife, welfare benefitsvision, pension benefitsAD&D, vacationcafeteria, holiday or sick pay short-term disability, and other benefits or claims including severance payments and COBRA benefits (collectively "Benefits") long-term disability plans listed in Disclosure Schedule, Section 7.2, in connection with respect to employees of Seller that are not hired -------- by Buyer. Seller which Sellers shall be responsible and liable for, assign and Buyer shall have no obligation for any Benefits accrued by Transferred Employees on or prior assume all insurance contracts, administrative service agreements and other contracts related to the Closing Date and any Benefits which are attributable to services performed by Transferred Employees on or prior to the Closing Date. (f) Buyer shall be responsible and liable for claims arising under any state worker's compensation or similar law such plans, including those listed in respect of Transferred Employees which are based upon any occurrence after the Closing Date; Seller shall be responsible and liable for such claims which are based upon occurrences on or before the Closing Date.Disclosure Schedule,

Seller's Employees. (a) Subject to Smithfield's standard drug/alcohol employment screening, physical examination, and background inquiry practices, as of the Closing Date Buyer has will offer to employ (for positions substantially similar to their current employment positions), all employees employed by Sellers specifically in connection with the optionTransferred Assets, but including all employees of Farmland Foods, Inc. (the "Foods Employees"). No less than thirty (30) days prior to Closing, Sellers shall identify to Buyer the Foods Employees and shall use their commercially reasonable efforts to assure that Buyer may offer employment to any or all Foods Employees. Except as provided in Section 2.4 or in this Section 7.2, Buyer shall not be obligated to adopt or maintain any particular employee benefit plan or plans for any Foods Employees actually hired by Buyer. Buyer shall defend, indemnify and hold Sellers harmless from any liability under the obligation, WARN Act or any similar state law to hire the extent such liability arises out of or relates to a reduction in force in which a majority of the employee terminations occur prior to or on the Closing Date as a result of Buyer's decision not to offer employment based on Smithfield's standard drug/alcohol employment screening, physical examination, and background inquiry practices or subsequent to the Closing Date. Sellers shall defend, indemnify and hold Buyer harmless from any employees liability under the WARN Act or any similar state law to the extent such liability arises out of Seller. Any such employees actually hired by Buyer shall hereinafter be referred or relates to as "Transferred Employees." Salaries, --------------------- wages and all other regular current compensation a reduction in force in which a majority of each Transferred Employee which is attributable to services performed by each such Transferred Employee the employee terminations occur on or prior to the Closing Date unless as a result of Buyer's decision not to offer employment based on Smithfield's standard drug/alcohol employment screening, physical examination, and background inquiry practices. Buyer shall provide Sellers a list of those Foods Employees who accept such employment offer ("Hired Employees"). Such offers of employment will be paid by Seller directly to that employee. All other cash compensation, including, but not limited to, incentive pay, bonuses conditioned upon Closing and other payments or obligations upon the termination of any kind whatsoever in the nature of compensation, arising after the Closing Date shall be paid by Buyer directly such Foods Employees' employment with Sellers immediately prior to the Transferred Employee entitled theretoEffective Time. (b) Prior The Hired Employees will become Buyer's employees immediately following the Effective Time, and at the Closing Date Buyer will become responsible for wages, salary, benefits and other compensation with respect to the Closing Date, Seller shall cause the account balances Hired Employees arising out of Transferred Employees who are participants in Seller's 401(k) Plan (the "Seller's Plan") to become fully vested as of the Closing Date. Seller shall -------------- provide each Transferred Employee employment with an election to receive a distribution of his or her fully vested benefit as soon as practicable after the Closing Date. Upon Seller providing Buyer with a current determination letter from the Internal Revenue Service confirming the tax qualified status of Seller's Plan, the Coinmach 401(k) Plan (the "Coinmach Plan") shall, as soon as reasonably ------------- practicable thereafter, permit Transferred Employees to roll over (including by means of a direct rollover within the meaning of Code Section 401(a)(31)) any distribution that any such Transferred Employee may receive or be entitled to receive from Seller's Plan which qualifies as an "eligible rollover distribution" as defined in Section 402(f)(2)(A) of the CodeBuyer. (c) Seller Sellers shall pay cause the termination of employment of the Foods Employees as of the Closing, shall provide such notice of termination if and as required by the WARN Act or cause any similar state Law, and shall comply with all other Applicable Laws related to be paid all claims for health care benefits covered by any such termination of its health care plans which relate to claims incurred by Transferred Employees or their dependents on or before the Closing Date, regardless of when such claims may be filed. Buyer shall pay or cause to be paid all claims which relate to health care claims incurred by Transferred Employees or their dependents after the Closing Date, but only to the extent covered under the terms and conditions of Buyer's health care benefit plan which covers such Transferred Employees. Notwithstanding anything contained in this Section 6.9, Buyer - 44 - shall not be responsible for any claims incurred by Transferred Employees or their dependents on or before the Closing Date, regardless of when such claims may be filedemployment. (d) Seller Except as specifically provided in this Section 7.2, Sellers shall retain responsibility for, and shall indemnify Buyer from and against, all responsibilities damage or liabilities arising in connection with Sellers' employment of its employees (including all Foods Employees and Hired Employees) and the termination of their employment, including without limitation any penalties or damages under the WARN Act or any similar state Law. Sellers shall be responsible for providing all benefits required continuation coverage under Part 6 of Title I of ERISA Sections 601 et seq. ("COBRA BenefitsCOBRA") with respect to -------------- Transferred their employees (other than Foods Employees, Hired Employees, or any individual formerly employed by Sellers in connection with the Transferred Assets, collectively referred to as "COBRA Transferees") and their qualified beneficiaries in with respect of to qualifying events occurring on or before the Closing Date; . On and after the Closing Date, Buyer shall be responsible for providing COBRA Benefits arising in coverage with respect of Transferred Employees for to the COBRA Transferees and their qualified beneficiaries with respect to all qualifying events including those occurring after on or before the Closing Date. (e) Seller Sellers and Sellers' 401(k) savings plan or plans shall be responsible retain responsibility for all assets and liable for salaryliabilities under such plan(s) as held in trust on behalf of plan participants and their beneficiaries. Buyer shall assume sponsorship of all medical, bonusdental, fringe benefitslife, welfare benefitsvision, pension benefitsAD&D, vacationcafeteria, holiday or sick pay short-term disability, and other benefits or claims including severance payments and COBRA benefits (collectively "Benefits") long-term disability plans listed in Disclosure Schedule, Section 7.2, in connection with respect to employees of Seller that are not hired -------- by Buyer. Seller which Sellers shall be responsible and liable for, assign and Buyer shall have no obligation for any Benefits accrued by Transferred Employees on or prior assume all insurance contracts, administrative service agreements and other contracts related to the Closing Date and any Benefits which are attributable to services performed by Transferred Employees on or prior to the Closing Datesuch plans, including those listed in Disclosure Schedule, Section 7. (f) Buyer shall be responsible and liable for claims arising under any state worker's compensation or similar law in respect of Transferred Employees which are based upon any occurrence after the Closing Date; Seller shall be responsible and liable for such claims which are based upon occurrences on or before the Closing Date.

Seller's Employees. (a) Buyer has the option, but not the obligation, to hire on On the Closing Date any Date, Sellers shall terminate the employment of all of its employees of Seller. Any working at or for the Business, and shall fully pay and satisfy all outstanding liabilities for which Sellers are legally obligated to such employees actually hired by Buyer shall hereinafter be referred to as "Transferred Employees." Salaries, --------------------- for wages and other compensation or bonuses, in whole or in part, for all other regular current compensation of each Transferred Employee which is attributable to services performed by each such Transferred Employee on or periods prior to the Closing Date. Upon receipt of the Approval Order, or upon Sellers’ written consent, Buyer may, with prior coordination with Sxxxxxx, begin to interview Sellers’ employees associated with the Business for purposes of considering whether and upon what terms to offer employment to them effective as of the Closing Date, in accordance with Bxxxx’s hiring practices and requirements. It is the intention of Buyer, and Sxxxxxx hereby acknowledges such intention, that any employees of Sellers that Buyer hires will be new employees of Buyer as of the Closing Date or the date of hire, whichever is later. Such new employees shall only be paid entitled to such compensation and employee benefits as are agreed to by Seller directly such employees and Buyer, or as are otherwise provided by Buyer, in its sole discretion. If requested by Bxxxx, Sxxxxxx agrees to that employee. All other cash compensationprovide reasonable assistance to Bxxxx in Buyer’s efforts to be restated as a successor employer for employment tax purposes with respect to Sellers’ employees hired by Bxxxx, including, but not limited to, incentive paythe annual wage limitation for FICA tax, bonuses and other payments or to meet the requirements of Revenue Procedure 2004-53, Section 4, Standard Procedure, for federal payroll tax purposes. Bxxxx agrees to perform the obligations of any kind whatsoever imposed upon it in the nature of compensationaccordance with such Revenue Procedure, arising after the Closing Date together with such requirements as may be imposed by FICA. If requested by Bxxxx, Sellers shall be paid by execute all documents reasonably necessary to allow Buyer directly to the Transferred Employee entitled thereto. (b) Prior to the Closing Date, Seller shall cause the account balances of Transferred Employees who are participants in Seller's 401(k) Plan (the "Seller's Plan") to become fully vested as benefit from and take advantage of the Closing Date. Seller shall -------------- provide each Transferred Employee with an election to receive a distribution payroll tax withholding and deductions of his or her fully vested benefit Sellers for the current Tax year, as soon as practicable after the Closing Date. Upon Seller providing Buyer with a current determination letter from may be allowed by the Internal Revenue Service confirming the tax qualified status of Seller's Plan, the Coinmach 401(k) Plan (the "Coinmach Plan") shall, as soon as reasonably ------------- practicable thereafter, permit Transferred Employees to roll over (including by means of a direct rollover within the meaning of Code Section 401(a)(31)) any distribution that any such Transferred Employee may receive or be entitled to receive from Seller's Plan which qualifies as an "eligible rollover distribution" as defined in Section 402(f)(2)(A) of the Codeand/or state agencies. (c) Seller shall pay or cause to be paid all claims for health care benefits covered by any of its health care plans which relate to claims incurred by Transferred Employees or their dependents on or before the Closing Date, regardless of when such claims may be filed. Buyer shall pay or cause to be paid all claims which relate to health care claims incurred by Transferred Employees or their dependents after the Closing Date, but only to the extent covered under the terms and conditions of Buyer's health care benefit plan which covers such Transferred Employees. Notwithstanding anything contained in this Section 6.9, Buyer - 44 - shall not be responsible for any claims incurred by Transferred Employees or their dependents on or before the Closing Date, regardless of when such claims may be filed. (d) Seller shall retain all responsibilities for providing all benefits required under Part 6 of Title I of ERISA ("COBRA Benefits") to -------------- Transferred Employees, and their qualified beneficiaries in respect of qualifying events occurring on or before the Closing Date; Buyer shall be responsible for providing COBRA Benefits arising in respect of Transferred Employees for qualifying events occurring after the Closing Date. (e) Seller shall be responsible and liable for salary, bonus, fringe benefits, welfare benefits, pension benefits, vacation, holiday or sick pay and other benefits or claims including severance payments and COBRA benefits (collectively "Benefits") with respect to employees of Seller that are not hired -------- by Buyer. Seller shall be responsible and liable for, and Buyer shall have no obligation for any Benefits accrued by Transferred Employees on or prior to the Closing Date and any Benefits which are attributable to services performed by Transferred Employees on or prior to the Closing Date. (f) Buyer shall be responsible and liable for claims arising under any state worker's compensation or similar law in respect of Transferred Employees which are based upon any occurrence after the Closing Date; Seller shall be responsible and liable for such claims which are based upon occurrences on or before the Closing Date.

Seller's Employees. Sellers' policy on refranchising (a) Buyer has the option, but not the obligation, to hire on the Closing Date any employees a copy of Seller. Any such employees actually hired by Buyer shall hereinafter be referred to as "Transferred Employees." Salaries, --------------------- wages and all other regular current compensation of each Transferred Employee which is attributable attached as Schedule 5) does not obligate the Sellers to services performed offer transfer opportunities to any of its restaurant-level employees, i.e., all employees at the level of "Restaurant General Manager" or below, who will be affected by each sale of the Restaurants. Sellers will seek to provide opportunities for employees to remain with Sellers but such Transferred Employee employment is not guaranteed and will depend on or prior Sellers' assessment of its business needs as well as the employee's performance. Unless otherwise agreed before Closing, with respect to any of Sellers' restaurant-level employees, Sellers will terminate the Closing Date shall be paid by Seller directly to that employee. All other cash compensation, including, but not limited to, incentive pay, bonuses and other payments or obligations employment of any kind whatsoever in those employees at the nature close of compensation, arising after the Closing Date shall be paid by Buyer directly to the Transferred Employee entitled thereto. (b) Prior to the Closing Date, Seller shall cause the account balances of Transferred Employees who are participants in Seller's 401(k) Plan (the "Seller's Plan") to become fully vested as of business on the Closing Date. Seller shall -------------- provide each Transferred Employee with an election to receive a distribution Sellers will directly pay all terminated employees, including any of his or her fully vested benefit as soon as practicable after the Closing Date. Upon Seller providing employees hired by the Buyer with a current determination letter from the Internal Revenue Service confirming the tax qualified status of Seller's Plan, the Coinmach 401(k) Plan (the "Coinmach PlanHired Employees") shallfor earned and unused vacation, as soon as reasonably ------------- practicable thereafter, permit Transferred Employees in accordance with Sellers' normal policies (which do not call for Sellers to roll over (including by means of a direct rollover within the meaning of Code Section 401(a)(31)) any distribution that any such Transferred Employee pay for accrued but unearned vacation).The terminated employees may receive or be entitled to receive from Seller's Plan which qualifies as an "eligible rollover distribution" as defined in Section 402(f)(2)(A) become employees of the Code. (c) Seller shall pay or cause Buyer as of the day following the Closing Date and PHI hereby waives any violation of Section 13.2 of the Franchise Agreement with respect to be paid all the Hired Employees. All claims for health care benefits covered by any of its health care plans which relate to claims incurred by Transferred Employees or the employees arising out of their dependents on or employment with Sellers before the Closing DateDate will be the sole liability of Sellers, regardless of when such claims may be filed. and Sellers will indemnify the Buyer shall pay or cause to be paid from all claims which relate of that nature. As between Sellers and the Buyer, the Buyer assumes all claims of the Hired Employees relating to health care claims incurred employment by Transferred Employees or their dependents the Buyer arising after the Closing Date, but only and the Buyer will indemnify Sellers from all such claims by them. For the purpose of determining benefits for Hired Employees, the Buyer agrees to honor the extent covered under Hired Employees' length of service and anniversary dates with the terms Sellers. The Sellers will furnish the Buyer a list of the Hired Employees that defines their length of service and conditions anniversary dates. The Buyer understands that the active participation of Buyer's health care the Hired Employees in all benefit plan which covers such Transferred Employees. Notwithstanding anything contained in this Section 6.9, Buyer - 44 - shall not be responsible for any claims incurred plans maintained by Transferred Employees or their dependents the Sellers will end on or before the Closing Date, regardless . Sellers will continue any employee benefit payment obligations for Hired Employees who are on leave of when such claims may be filed. (d) Seller shall retain all responsibilities for providing all benefits required under Part 6 of Title I of ERISA ("COBRA Benefits") to -------------- Transferred Employees, and their qualified beneficiaries in respect of qualifying events occurring absence or disabled on or before the Closing Date; Buyer Date in accordance with the Sellers' or PHI's policies. No compensation increases shall be responsible for providing COBRA Benefits arising in respect of Transferred granted by Sellers to the Hired Employees for qualifying events occurring after the Closing Date. (e) Seller shall be responsible and liable for salary, bonus, fringe benefits, welfare benefits, pension benefits, vacation, holiday or sick pay and other benefits or claims including severance payments and COBRA benefits (collectively "Benefits") with respect to employees of Seller that are not hired -------- unless expressly approved by Buyer. Seller shall be responsible Buyer will not deny any increases which are reasonable and liable forjustifiable. If any of the Sellers' employees are transferred to other operations of the Sellers ("Transferred Employees"), and in accordance with the Sellers' policy on refranchising, the Sellers will (upon request by the Buyer) use their reasonable best efforts to provide to the Buyer shall have no obligation for any Benefits accrued by the services of some or all of the Transferred Employees on or prior (as chosen by the Buyer) for up to the Closing Date and any Benefits which are attributable to services performed by Transferred Employees on or prior to the Closing Date. (f) Buyer shall be responsible and liable for claims arising under any state worker's compensation or similar law in respect of Transferred Employees which are based upon any occurrence 90 days after the Closing Date; Seller shall be responsible Closing. The Buyer will reimburse the Sellers for all payroll and liable for benefit costs associated with any such claims which are based upon occurrences on or before the Closing Dateloaned Transferred Employees.

Seller's Employees. Sellers' policy on refranchising (aa copy of which is attached as Schedule 5) Buyer has obligates Sellers to offer transfer opportunities to all its employees who will be affected by sale of the optionRestaurants. Unless otherwise agreed before Closing, but with respect to any of Sellers' restaurant-level employees (i.e., all employees at the level of "Restaurant General Manager" or below) who do not elect to transfer, Sellers will terminate the obligation, to hire employment of those employees at the close of business on the Closing Date any employees of Seller. Any such employees actually hired by Buyer shall hereinafter be referred to as "Transferred Employees." Salaries, --------------------- wages and all other regular current compensation of each Transferred Employee which is attributable to services performed by each such Transferred Employee on or day immediately prior to the Closing Date shall be paid by Seller directly to that employeeDate. All other cash compensation, including, but not limited to, incentive pay, bonuses and other payments or obligations The terminated employees may become employees of any kind whatsoever in the nature of compensation, arising after the Closing Date shall be paid by Buyer directly to the Transferred Employee entitled thereto. (b) Prior to the Closing Date, Seller shall cause the account balances of Transferred Employees who are participants in Seller's 401(k) Plan (the "Seller's Plan") to become fully vested Buyers as of the Closing Date. Seller shall -------------- provide each Transferred Employee All claims of the employees arising out of their employment with an election to receive a distribution of his or her fully vested benefit as soon as practicable after Sellers before the Closing DateDate will be the sole liability of Sellers, and Sellers will indemnify Buyers from all claims of that nature. Upon Seller providing Buyer with a current determination letter from Sellers will directly pay all terminated employees, including any of the Internal Revenue Service confirming the tax qualified status of Seller's Plan, the Coinmach 401(k) Plan employees hired by Buyers (the "Coinmach PlanHired Employees") shallfor earned and unused vacation, as soon as reasonably ------------- practicable thereafterin accordance with Sellers' normal policies (which do not call for Sellers to pay for accrued but unearned vacation). As between Sellers and Buyers, permit Transferred Employees to roll over (including by means of a direct rollover within the meaning of Code Section 401(a)(31)) any distribution that any such Transferred Employee may receive or be entitled to receive from Seller's Plan which qualifies as an "eligible rollover distribution" as defined in Section 402(f)(2)(A) Buyers assume all claims of the Code. (c) Seller shall pay or cause Hired Employees relating to be paid all claims for health care benefits covered employment by any of its health care plans which relate to claims incurred by Transferred Employees or their dependents on or before the Closing Date, regardless of when such claims may be filed. Buyer shall pay or cause to be paid all claims which relate to health care claims incurred by Transferred Employees or their dependents Buyers arising after the Closing Date, but only and Buyers will indemnify Sellers from all such claims by them. For the purpose of determining benefits for Hired Employees, Buyers agree to honor the extent covered under Hired Employees' length of service and anniversary dates with Sellers. Sellers will furnish Buyers a list of the terms Hired Employees stating length of service and conditions anniversary dates. Buyers understand that the active participation of Buyer's health care the Hired Employees in all benefit plan which covers such Transferred Employees. Notwithstanding anything contained in this Section 6.9, Buyer - 44 - shall not be responsible for any claims incurred plans maintained by Transferred Employees or their dependents Sellers will end on or before the Closing Date, regardless . Sellers will continue any employee benefit payment obligations for Hired Employees who are on leave of when such claims may be filed. (d) Seller shall retain all responsibilities for providing all benefits required under Part 6 of Title I of ERISA ("COBRA Benefits") to -------------- Transferred Employees, and their qualified beneficiaries in respect of qualifying events occurring absence or disabled on or before the Closing Date; Buyer shall be responsible . If any of Sellers' employees elect to transfer to other operations of Sellers ("Electing Employees"), in accordance with Sellers' policy on refranchising, the Sellers will (upon request by Buyers) use their reasonable best efforts to provide to Buyers the services of some or all of the Electing Employees (as chosen by Buyers) for providing COBRA Benefits arising in respect a minimum of Transferred Employees for qualifying events occurring 90 days after the Closing DateClosing. Buyers will reimburse Sellers for all payroll and benefit costs associated with any such loaned Electing Employees. (e) Seller shall be responsible and liable for salary, bonus, fringe benefits, welfare benefits, pension benefits, vacation, holiday or sick pay and other benefits or claims including severance payments and COBRA benefits (collectively "Benefits") with respect to employees of Seller that are not hired -------- by Buyer. Seller shall be responsible and liable for, and Buyer shall have no obligation for any Benefits accrued by Transferred Employees on or prior to the Closing Date and any Benefits which are attributable to services performed by Transferred Employees on or prior to the Closing Date. (f) Buyer shall be responsible and liable for claims arising under any state worker's compensation or similar law in respect of Transferred Employees which are based upon any occurrence after the Closing Date; Seller shall be responsible and liable for such claims which are based upon occurrences on or before the Closing Date.

Seller's Employees. (a) a. Seller shall use its Best Efforts to assure that Buyer has the option, but not the obligation, or its Affiliates may interview and/or offer employment to hire on the Closing Date any or all of those employees of Seller. Any Seller listed on Schedule 7.2 ("Facility Employees"), which offers of employment will be conditioned upon Closing and upon the termination of such employees actually hired by Buyer shall hereinafter be referred to as "Transferred Facility Employees." Salaries, --------------------- wages and all other regular current compensation ' employment with Seller or any Affiliate of each Transferred Employee which is attributable to services performed by each such Transferred Employee on or Seller immediately prior to the Closing Date Effective Time and shall be paid effective at the Effective Time. Buyer shall provide Seller with a list of all of those Facility Employees Buyer or its Affiliates wishes to interview or make offers of employment to without interviews and shall coordinate interviews with a designated representative of Seller or its Affiliates. Buyer shall provide Seller a list of those Facility Employees to whom offers of employment have been made, which list shall include the nature and title of the position, salary, and location of employment. Buyer shall also provide Seller with a list of those Facility Employees accepting such employment offer (the "Hired Employees") on or before the Closing Date. b. The Hired Employees will become Buyer's or its Affiliates' employees immediately following the Effective Time and at the Effective Time Buyer or its Affiliates will become responsible for wages, salaries, benefits, other compensation, severance pay, and severance benefits to the extent required under any Legal Requirement, or notices required under such Legal Requirements with respect to the Hired Employees arising with respect to employment with Buyer. c. Seller shall retain responsibility for, and shall indemnify the Buyer from and against, all Damages for the following matters which accrue for the periods prior and up to the Effective Time as a result of the Facility Employees' employment with Seller: (i) wages, salaries, stay and other bonuses, variable compensation and income sharing plans and all Taxes associated therewith; (ii) severance pay and severance benefits to the extent required under applicable Legal Requirements or notices required under such Legal Requirements with respect to Facility Employees of Seller who are terminated by Seller directly prior to or at the Closing; and (iii) vacation pay with respect to the Hired Employees. Upon ten (10) days written notice, Buyer shall reimburse Seller for severance payments in excess of $250,000, in the aggregate, made by Seller to Terminated Facility Employees in accordance with the Severance Policy; provided, however, that employeeBuyer shall have no obligation to reimburse Seller for such severance payments unless Seller has delivered to Buyer evidence reasonably acceptable to Buyer of all severance payments to be made to Terminated Facility Employees in accordance with the Severance Policy. d. At the Closing, Seller or its Affiliates shall cause the termination of the participation of the Hired Employees in all of the savings, Code section 401(k), pension, retirement, medical, dental, life insurance, accident and sickness, short-term disability, long-term disability, profit-sharing, deferred compensation, stock option, vacation, stock bonus, employee stock ownership, bonus, severance, or other similar plans, programs, agreements, and arrangements, including all employee benefit plans as defined in Section 3(3) of ERISA, which are maintained by or contributed to by Seller or its Affiliates (collectively, the "Plans"), except that the Hired Employees' participation in Seller's or its Affiliates' medical, and dental, and life insurance plans shall continue through the last day of the calendar month in which the Closing occurs. All other cash compensationSeller shall fully vest Hired Employees in all pension, retirement, profit-sharing and section 401(k) plans. On the last day of the calendar month in which the Closing occurs, the Hired Employees' participation in Seller's or its Affiliates' medical, and dental, and life insurance plans shall terminate, subject to rights that Hired Employees have under Seller's Plans. e. Seller shall retain sponsorship of all the Seller's Plans and shall retain all responsibility for administration and funding of the Plans, including, but not limited to, incentive pay, bonuses all reporting and other payments or obligations of any kind whatsoever in the nature of compensation, arising after the Closing Date shall be paid by Buyer directly to the Transferred Employee entitled theretodisclosure requirements. (b) Prior to the Closing Date, Seller shall cause the account balances of Transferred Employees who are participants in Seller's 401(k) Plan (the "Seller's Plan") to become fully vested as f. All of the Closing Date. Seller shall -------------- provide each Transferred Employee with an election Hired Employees will be permitted to receive a distribution enroll in all of his Buyer's or her fully vested benefit as soon as practicable after the Closing Date. Upon Seller providing Buyer with a current determination letter from the Internal Revenue Service confirming the tax qualified status of Seller's Plan, the Coinmach 401(k) Plan (the "Coinmach Plan") shallits Affiliates' plans, as soon as reasonably ------------- practicable thereafterthe case may be, permit Transferred Employees to roll over (including by means of a direct rollover within the meaning of Code Section 401(a)(31)) any distribution that any such Transferred Employee may receive or be entitled to receive from Seller's Plan which qualifies as an "eligible rollover distribution" as defined in Section 402(f)(2)(A) of the Code. (c) Seller shall pay or cause to be paid all claims for health care benefits covered by any of its health care plans which relate to claims incurred by Transferred Employees or their dependents on or before the Closing Date, regardless of when such claims may be filed. Buyer shall pay or cause to be paid all claims which relate to health care claims incurred by Transferred Employees or their dependents after the Closing Date, but only to the extent covered under accordance with the terms and conditions of Buyer's health care benefit plan which covers such Transferred Employees. Notwithstanding anything contained plans in this Section 6.9, Buyer - 44 - shall not be responsible for any claims incurred by Transferred Employees or their dependents on or before the Closing Date, regardless of when such claims may be filedeffect from time to time. (d) Seller shall retain all responsibilities for providing all benefits required under Part 6 of Title I of ERISA ("COBRA Benefits") to -------------- Transferred Employees, and their qualified beneficiaries in respect of qualifying events occurring on or before the Closing Date; Buyer shall be responsible for providing COBRA Benefits arising in respect of Transferred Employees for qualifying events occurring after the Closing Date. (e) Seller shall be responsible and liable for salary, bonus, fringe benefits, welfare benefits, pension benefits, vacation, holiday or sick pay and other benefits or claims including severance payments and COBRA benefits (collectively "Benefits") with respect to employees of Seller that are not hired -------- by Buyer. Seller shall be responsible and liable for, and Buyer shall have no obligation for any Benefits accrued by Transferred Employees on or prior to the Closing Date and any Benefits which are attributable to services performed by Transferred Employees on or prior to the Closing Date. (f) Buyer shall be responsible and liable for claims arising under any state worker's compensation or similar law in respect of Transferred Employees which are based upon any occurrence after the Closing Date; Seller shall be responsible and liable for such claims which are based upon occurrences on or before the Closing Date.

Seller's Employees. (a) Buyer has Purchaser shall offer at-will employment to all employees currently employed by Seller other than those set forth on SCHEDULE 6.1 attached hereto. Seller will use commercially reasonable efforts to assist Purchaser in the optionhiring of such employees. Promptly after execution of this Agreement, but not Seller shall notify each such employee Purchaser intends to employ in writing that by reason of the obligation, to hire on sale of the Business their employment with Seller is being terminated as of the Closing Date any employees of Sellerand that each may make application to Purchaser for new employment. Any such employees actually hired employed by Buyer shall hereinafter be Purchaser or its Affiliated Entities immediately following the Closing are referred to in this Agreement as "Transferred Employees." Salaries". To the extent that service is relevant for purposes of eligibility and vesting (and, --------------------- wages in order to calculate the amount of any vacation, sick days, severance, layoff and all other regular current compensation similar benefits, but not for purposes of each Transferred Employee which is attributable to services performed pension benefit accruals) under any retirement plan, employee benefit plan, program or arrangement established or maintained by each Purchaser or any of its Affiliates for the benefit of the Purchaser's employees, such plan, program or arrangement, shall credit such Transferred Employee Employees for service earned on or and prior to the Closing Date shall be paid by Seller directly with Seller, in addition to that employee. All other cash compensation, including, but not limited to, incentive pay, bonuses and other payments service earned with Purchaser or obligations any of any kind whatsoever in the nature of compensation, arising Purchaser's Affiliates after the Closing Date shall be paid by Buyer directly Date. In addition to the Transferred Employee entitled thereto. (b) Prior to foregoing, following the Closing Date: (i) Purchaser or its Affiliated Entities shall provide each Transferred Employee, Seller shall cause the account balances of Transferred Employees who are participants in Seller's 401(k) Plan (the "Seller's Plan") to become fully vested as of the Closing Date. , with compensation and benefits (including incentive and equity-based compensation) at least as favorable as the compensation and benefits provided to similarly situated employees of Purchaser and its Affiliated Entities; and (ii) at Purchaser's request, Seller shall -------------- provide each Transferred Employee with an election to receive a distribution the services of his any key management employee of Seller (then still in the employ of Seller or her fully vested benefit as soon as practicable after the Closing Date. Upon Seller providing Buyer with a current determination letter from the Internal Revenue Service confirming the tax qualified status of Seller's Plan, the Coinmach 401(k) Plan (the "Coinmach Plan") shall, as soon as reasonably ------------- practicable thereafter, permit Transferred Employees to roll over (including by means of a direct rollover within the meaning of Code Section 401(a)(31)) any distribution that any such Transferred Employee may receive or be entitled to receive from Seller's Plan which qualifies as an "eligible rollover distribution" as defined in Section 402(f)(2)(A) of the Code. (c) Seller shall pay or cause to be paid all claims for health care benefits covered by any of its health care plans which relate to claims incurred by Affiliates) who do not become Transferred Employees on a substantially full-time basis to assist in the transition of the Business for a period of up to sixty (60) days as designated by Purchaser (or their dependents on or before the Closing Date, regardless of when such claims longer period as otherwise may be filed. Buyer agreed by the parties), and in which event Purchaser shall pay or cause Seller an amount equal to be paid all claims which relate one half of the cost to health care claims incurred by Transferred Employees or their dependents after Seller of the Closing Date, salary and benefits of each such employee during such period (but only to the extent covered under the terms and conditions of Buyer's health care benefit plan which covers such Transferred Employees. Notwithstanding anything contained in this Section 6.9, Buyer - 44 - Purchaser shall not be responsible for obligated to pay any claims incurred by Transferred Employees or their dependents on or before the Closing Date, regardless portion of when any so-called "stay bonus" which may otherwise be due to such claims may be filedkey management employee. (d) Seller shall retain all responsibilities for providing all benefits required under Part 6 of Title I of ERISA ("COBRA Benefits") to -------------- Transferred Employees, and their qualified beneficiaries in respect of qualifying events occurring on or before the Closing Date; Buyer shall be responsible for providing COBRA Benefits arising in respect of Transferred Employees for qualifying events occurring after the Closing Date. (e) Seller shall be responsible and liable for salary, bonus, fringe benefits, welfare benefits, pension benefits, vacation, holiday or sick pay and other benefits or claims including severance payments and COBRA benefits (collectively "Benefits") with respect to employees of Seller that are not hired -------- by Buyer. Seller shall be responsible and liable for, and Buyer shall have no obligation for any Benefits accrued by Transferred Employees on or prior to the Closing Date and any Benefits which are attributable to services performed by Transferred Employees on or prior to the Closing Date. (f) Buyer shall be responsible and liable for claims arising under any state worker's compensation or similar law in respect of Transferred Employees which are based upon any occurrence after the Closing Date; Seller shall be responsible and liable for such claims which are based upon occurrences on or before the Closing Date.

Seller's Employees. (a) Buyer has the option, but not the obligation, to hire on the Closing Date any employees of Seller. Any such employees actually hired by The Buyer shall hereinafter be referred extend offers of employment to (i) all store-level employees at the Acquired Stores and at the Non-Acquired Stores as "Transferred Employees." Salaries, --------------------- wages and all other regular current compensation of each Transferred Employee which is attributable to services performed by each such Transferred Employee on or prior to the Closing Date shall be paid by Seller directly to that employee. All other cash compensation, including, but not limited to, incentive pay, bonuses and other payments or obligations of any kind whatsoever in the nature of compensation, arising after the Closing Date shall be paid by Buyer directly to the Transferred Employee entitled thereto. (b) Prior to the Closing Date, Seller shall cause the account balances of Transferred Employees who are participants in Seller's 401(k) Plan (the "Seller's Plan") to become fully vested as of the Closing Date. Seller shall -------------- provide each Transferred Employee with an election to receive a distribution of his or her fully vested benefit as soon as practicable after the Closing Date. Upon Seller providing Buyer with a current determination letter from the Internal Revenue Service confirming the tax qualified status of Seller's Plan, the Coinmach 401(k) Plan (the "Coinmach Plan") shall, as soon as reasonably ------------- practicable thereafter, permit Transferred Employees to roll over (including by means of a direct rollover within the meaning of Code Section 401(a)(31)) any distribution that any such Transferred Employee may receive or be entitled to receive from Seller's Plan which qualifies as an "eligible rollover distribution" as defined in Section 402(f)(2)(A) of the Code. (c) Seller shall pay or cause to be paid all claims for health care benefits covered by any of its health care plans which relate to claims incurred by Transferred Employees or their dependents on or before the Closing Date, regardless of when such claims may be filed. Buyer shall pay or cause necessary to be paid all claims which relate to health care claims incurred by Transferred Employees or their dependents after the Closing Date, but only to the extent covered fulfil its obligations under the terms Management Agreement and conditions of Buyer's health care benefit plan which covers such Transferred Employees. Notwithstanding anything contained in this Section 6.9, Buyer - 44 - shall not be responsible for any claims incurred by Transferred Employees or their dependents on or before the Closing Date, regardless of when such claims may be filed. (dii) Seller shall retain all responsibilities for providing all benefits required under Part 6 of Title I of ERISA ("COBRA Benefits") to -------------- Transferred Employees, and their qualified beneficiaries in respect of qualifying events occurring on or before the Closing Date; Buyer shall be responsible for providing COBRA Benefits arising in respect of Transferred Employees for qualifying events occurring after the Closing Date. (e) Seller shall be responsible and liable for salary, bonus, fringe benefits, welfare benefits, pension benefits, vacation, holiday or sick pay and those other benefits or claims including severance payments and COBRA benefits (collectively "Benefits") with respect to employees of Seller that are not hired -------- by Buyer. Seller shall be responsible and liable forwhich Buyer identifies within thirty (30) days after the date hereof, and Buyer shall have no obligation for any Benefits accrued by Transferred Employees on or prior to the Closing Date and any Benefits which are attributable to services performed by Transferred Employees on in each case, at or prior to the Closing Date. (f) . The Buyer presently intends to extend offers of employment to substantially all other employees of Seller, but shall have no obligation to employ such other employees of Seller in connection with or after the transactions contemplated hereby. Seller shall be solely responsible for the payment of all salaries and liable for claims arising under any state worker's compensation wages, severance pay, vacation pay and other benefits accrued and due to its employees through the Closing Date or similar law in respect the date of Transferred Employees which are based upon any occurrence after their termination by Seller, as applicable. After the Closing Date; , Buyer may negotiate with and hire any other employees of Seller who are no longer employed by the Seller or the acquiring party of the Seller's assets (if not the Buyer), PROVIDED, THAT, if Buyer hires, retains or employs any employee of Seller (other than those currently designated by Seller as Vice Presidents or any higher category) within six (6) months of such employee's termination by Seller, Buyer will reimburse Seller for 20% of any costs incurred by Seller as severance, under the Worker Adjustment Retraining and Notification Act or any similar state law, or otherwise as the result of such termination. Except for Buyer's reimbursement obligations as set forth in the previous sentence, Buyer shall not assume any liabilities of Seller under, or be responsible deemed a successor company to Seller in connection with, any employment agreement, employee benefit plan, collective bargaining agreement or other employment related arrangement to which the present or former employees of Seller are or were entitled (including any severance arrangements), and liable for such claims Buyer shall not assume, and shall have no liability whatsoever for, any wages, salaries, bonuses, deferred compensation, pension obligations, retirement benefits, health and welfare fund contributions, vacation pay, sick leave, severance pay or any other compensation or employee benefits to which the present or former employees of Seller are based upon occurrences on or before the Closing Datewere entitled.

Seller's Employees. (a) At least 3 Business Days prior to the Closing Date, Buyer has shall offer employment to those employees of Seller in relation to the optionBusiness set forth on Exhibit F ("Business Employees"), but not on substantially the obligationsame terms and conditions as in effect immediately prior to the Closing Date, except as allowed in Section 7.3(b). Buyer shall employ on such terms and conditions any Business Employee who accepts such offer, with such employment to hire be effective on the Closing Date any Date. Those employees of Seller. Any who accept such employees actually hired by Buyer shall hereinafter be offer are referred to herein as the "Transferred Employees." SalariesAs of the Closing Date, --------------------- wages Seller shall terminate its or their employment relationship with all Transferred Employees. Seller waives any claims against Buyer and all other regular current compensation of each any Transferred Employee which is attributable to services performed Employees arising from such employment by each Buyer, including any claims arising under any employment agreement, confidentiality agreement or non-competition agreement between such Transferred Employee and Seller. (b) Buyer shall take such action as may be necessary so that on and after the Closing Date and for one year thereafter, the Transferred Employees are either, as the Buyer may determine, (i) provided employee benefits, plans and programs (including but not limited to incentive compensation, life insurance, welfare, 401(k), pension, severance, salary continuation and fringe benefits) which, in the aggregate, are not materially less favorable than those made available by Seller immediately prior to the Closing Date or (ii) provided employee benefits, plans and programs (including but not limited to incentive compensation, life insurance, welfare, 401(k), pension, severance, salary continuation and fringe benefits) on substantially the same basis as employees of the Buyer having similar responsibilities and positions. For purposes of eligibility to participate and vesting in all pension benefits provided by Buyer to Transferred Employees, such Transferred Employees will be credited with their years of service with the Seller and prior employers to the extent service with the Seller and prior employers is taken into account under the plans of the Buyer. The eligibility of any Transferred Employee to participate in any welfare benefit plan or program of Buyer shall not be subject to any exclusions for any pre-existing conditions or waiting periods if such individual has met the participation requirements of similar benefit plans and programs of the Seller. Buyer shall be responsible for all COBRA liabilities under Code Section 4980B or ERISA Sections 601 - 608, including the rules and regulations there under, with respect to all employees and former employees of the Business. (i) Prior to the Effective Time, Seller, in its sole reasonable discretion, shall give the employees of Seller any notice that Seller may determine to be required or advisable under the WARN Act, any regulation relating thereto, or any similar state or local laws or regulations; and, except as expressly set forth below in this Section 7.3(c), Buyer shall assume no Liability with respect to whether or not Seller elects to provide such notice, to the service of such notice or to the contents of such notice. Seller hereby agrees to indemnify, defend and hold harmless Buyer and its Affiliates against or with respect to all Liabilities of Buyer under the WARN Act or under any similar state, local or foreign law as a result of, or arising out of, the termination of employment by Seller of any of Seller's employees occurring prior to the Effective Time. (ii) From and after the Effective Time, Buyer, in its sole reasonable discretion, shall give Business Employees any notice that Buyer may determine to be required or advisable under the WARN Act, any regulation relating thereto, or any similar state or local laws or regulations; and, except as expressly set forth below in this Section 7.3(c), Seller shall assume no liability with respect to whether or not Buyer elects to provide such notice, to the service of such notice or to the contents of such notice. Notwithstanding the foregoing, Buyer shall not take any action on or after the Closing Date that would cause any termination of employment of any employees by Seller on or prior to the Closing Date shall be paid by Seller directly to that employee. All other cash compensationconstitute a "plant closing" or "mass layoff" under the WARN Act or any similar state, including, but not limited to, incentive pay, bonuses and other payments local or obligations of foreign law or otherwise create any kind whatsoever in the nature of compensation, arising after the Closing Date shall be paid by Buyer directly liability to the Transferred Employee entitled thereto. (b) Prior to the Closing Date, Seller shall cause the account balances of Transferred Employees who are participants in Seller's 401(k) Plan (the "Seller's Plan") to become fully vested as of the Closing Date. Seller shall -------------- provide each Transferred Employee with an election to receive a distribution of his or her fully vested benefit as soon as practicable after the Closing Date. Upon Seller providing Buyer with a current determination letter from the Internal Revenue Service confirming the tax qualified status of Seller's Plan, the Coinmach 401(k) Plan (the "Coinmach Plan") shall, as soon as reasonably ------------- practicable thereafter, permit Transferred Employees to roll over (including by means of a direct rollover within the meaning of Code Section 401(a)(31)) any distribution that any such Transferred Employee may receive or be entitled to receive from Seller's Plan which qualifies as an "eligible rollover distribution" as defined in Section 402(f)(2)(A) of the Code. (c) Seller shall pay or cause to be paid all claims for health care benefits covered by any of its health care plans which relate to claims incurred by Transferred Employees or their dependents on or before Affiliates for the Closing Date, regardless termination of when such claims may be filedany employees. Buyer shall pay hereby agrees to indemnify, defend and hold harmless Seller and its Affiliates against or cause with respect to be paid all claims which relate to health care claims incurred Liabilities of Seller under the WARN Act or under any similar state, local or foreign law as a result of, or arising out of, the termination by Transferred Employees or their dependents Buyer of any Business Employee's employment occurring from and after the Closing Date, but only to the extent covered under the terms and conditions of Buyer's health care benefit plan which covers such Transferred Employees. Notwithstanding anything contained in this Section 6.9, Buyer - 44 - shall not be responsible for any claims incurred by Transferred Employees or their dependents on or before the Closing Date, regardless of when such claims may be filedEffective Time. (d) Seller The provisions of this Section 7.3 shall retain all responsibilities neither create any rights in any Transferred Employee to continued employment with Buyer for providing all benefits required under Part 6 any specified period of Title I time, nor create any third-party beneficiary rights in any Business Employee or, if hired by Buyer, any Transferred Employee, or any other Person (including any heir, beneficiary, executor, administrator, or representative of ERISA ("COBRA Benefits") to -------------- any Business Employee, Transferred EmployeesEmployee or any other Person claiming through any such employee or other Person), and their qualified beneficiaries in respect of qualifying events occurring on or before the Closing Date; Buyer shall be responsible for providing COBRA Benefits arising in respect of Transferred Employees for qualifying events occurring after the Closing Date. (e) Seller shall be responsible and liable for salary, bonus, fringe benefits, welfare benefits, pension benefits, vacation, holiday or sick pay and other benefits or claims including severance payments and COBRA benefits (collectively "Benefits") with respect to employees of Seller that are not hired -------- by Buyer. Seller shall be responsible and liable for, and Buyer shall have no obligation for such employee's or other Person's employment or any Benefits accrued by Transferred Employees on term or prior to the Closing Date and any Benefits which are attributable to services performed by Transferred Employees on or prior to the Closing Datecondition thereof. (f) Buyer shall be responsible and liable for claims arising under any state worker's compensation or similar law in respect of Transferred Employees which are based upon any occurrence after the Closing Date; Seller shall be responsible and liable for such claims which are based upon occurrences on or before the Closing Date.

Seller's Employees. (a) Buyer has GEM may at any time after the optiondate of this Agreement approach Sellers' Employees and make arrangements or enter into agreements with such employees concerning becoming employees of GEM although GEM assumes by this Agreement no obligation to employ or continue the employment of any Person for any period of time after the Closing. All such offers of employment shall be expressly conditioned upon the consummation of the Closing. Any Sellers Employee who thereby becomes employed by GEM shall constitute a Transferred Employee. Sellers agrees to fully cooperate with GEM in connection with its offer to hire any Sellers Employees and will not take any action, but not the obligationdirectly or indirectly, to hire on prevent any Sellers Employee from becoming employed by GEM from and after the Closing Date any employees of Seller. Any such employees actually hired by Buyer shall hereinafter be referred to as "Transferred EmployeesClosing." Salaries, --------------------- wages and all other regular current compensation of each Transferred Employee which is attributable to services performed by each such Transferred Employee on or prior to the Closing Date (b) Sellers shall be paid by Seller directly to that employee. All solely responsible for and shall pay all salaries and other cash compensation, compensation (including, but not limited to, any deferred or incentive compensation, accrued vacation leave and any severance pay, bonuses and other payments ) which will or obligations may become payable at any time in the future to any Transferred Employee in respect of any kind whatsoever in the nature period of compensation, arising after the Closing Date shall be paid by Buyer directly employment with Sellers prior to the Transferred Employee entitled thereto. (b) Prior to later of the Closing Date, Seller shall cause or the account balances of Transferred Employees who are participants in Seller's 401(k) Plan (the "Seller's Plan") to become fully vested as of the Closing Date. Seller shall -------------- provide each date a Transferred Employee with an election to receive a distribution of his or her fully vested benefit as soon as practicable after the Closing Date. Upon Seller providing Buyer with a current determination letter from the Internal Revenue Service confirming the tax qualified status of Seller's Plan, the Coinmach 401(k) Plan (the "Coinmach Plan") shall, as soon as reasonably ------------- practicable thereafter, permit Transferred Employees to roll over (including becomes employed by means of a direct rollover within the meaning of Code Section 401(a)(31)) any distribution that any such Transferred Employee may receive or be entitled to receive from Seller's Plan which qualifies as an "eligible rollover distribution" as defined in Section 402(f)(2)(A) of the CodeGEM. (c) Seller With respect to each Transferred Employee (including any beneficiary or dependent thereof), Sellers shall pay or cause to be paid all claims for health care benefits covered by any of its health care plans which relate to claims incurred by Transferred Employees or their dependents on or before the Closing Date, regardless of when such claims may be filed. Buyer shall pay or cause to be paid all claims which relate to health care claims incurred by Transferred Employees or their dependents after the Closing Date, but only to the extent covered under the terms and conditions of Buyer's health care benefit plan which covers such Transferred Employees. Notwithstanding anything contained in this Section 6.9, Buyer - 44 - shall not be responsible for and shall defend, indemnify and hold GEM harmless from and against all liabilities and obligations relating to claims, expenses, illnesses, injuries and any claims incurred by Transferred Employees or their dependents on or before other occurrences and for periods prior to the Closing DateDate which arise from, regardless of when or relate to such claims may be filedTransferred Employee's employment by Sellers. (d) Seller shall retain all responsibilities for providing all benefits required under Part 6 of Title I of ERISA With respect to each Transferred Employee ("COBRA Benefits") to -------------- Transferred Employeesincluding any beneficiary or dependent thereof), and their qualified beneficiaries in respect of qualifying events occurring on or before the Closing Date; Buyer GEM shall be responsible for providing COBRA Benefits arising in respect of Transferred Employees and shall defend, indemnify and hold Sellers harmless from and against all liabilities and obligations relating to claims, expenses, illnesses, injuries and any other occurrences and for qualifying events occurring periods on or after the Closing DateDate which arise from, or relate to such Transferred Employee's employment by GEM. (e) Seller No provision of this Agreement shall be responsible and liable for salary, bonus, fringe benefits, welfare benefits, pension benefits, vacation, holiday create any third party beneficiary or sick pay and other benefits rights in any employee or claims former employee (including severance payments and COBRA benefits any beneficiary or dependent thereof) of Sellers in respect of continued employment (collectively "Benefits"or resumed employment) with respect to employees either GEM or Sellers or any of Seller that are not hired -------- by Buyer. Seller shall be responsible and liable fortheir Affiliates, and Buyer no provision of this Agreement shall have no obligation for create any Benefits accrued such rights in any such employee or former employee in respect of any benefits that may be provided, directly or indirectly, under any existing benefit plan or any plan or arrangement which may be established by Transferred Employees GEM or Sellers. No provision of this Agreement shall constitute a limitation on rights to amend, modify or prior to terminate after the Closing Date and any Benefits which are attributable to services performed by Transferred Employees on such plans or prior to the Closing Datearrangements of Sellers, GEM or any of their respective affiliates. (f) Buyer shall be responsible and liable for claims arising under any state worker's compensation or similar law in respect of Transferred Employees which are based upon any occurrence after the Closing Date; Seller shall be responsible and liable for such claims which are based upon occurrences on or before the Closing Date.

Seller's Employees. (a) Buyer has the optionUnless otherwise agreed before Closing, but not the obligation, with respect to hire on the Closing Date any employees of Seller. Any such employees actually hired by Buyer shall hereinafter be referred to as "Transferred Employees." Salaries, --------------------- wages and all other regular current compensation of each Transferred Employee which is attributable to services performed by each such Transferred Employee on or prior to the Closing Date shall be paid by Seller directly to that employee. All other cash compensation, including, but not limited to, incentive pay, bonuses and other payments or obligations of any kind whatsoever in the nature of compensation, arising after the Closing Date shall be paid by Buyer directly to the Transferred Employee entitled thereto. (b) Prior to the Closing Date’s restaurant-level employees, Seller shall cause will terminate the account balances employment of Transferred Employees who are participants in Seller's 401(k) Plan (those employees at the "Seller's Plan") to become fully vested as close of business on the Closing Date. Seller shall -------------- provide each Transferred Employee with an election to receive a distribution will directly pay all terminated employees, including any of his or her fully vested benefit as soon as practicable after the Closing Date. Upon Seller providing employees hired by the Buyer with a current determination letter from the Internal Revenue Service confirming the tax qualified status of Seller's Plan, the Coinmach 401(k) Plan (the "Coinmach PlanHired Employees") shallfor earned and unused vacation, as soon as reasonably ------------- practicable thereafter, permit Transferred Employees in accordance with Seller’s normal policies (which does not call for Seller to roll over (including by means of a direct rollover within the meaning of Code Section 401(a)(31)) any distribution that any such Transferred Employee pay for accrued but unearned vacation).The terminated employees may receive or be entitled to receive from Seller's Plan which qualifies as an "eligible rollover distribution" as defined in Section 402(f)(2)(A) become employees of the Code. (c) Buyer as of the day following the Closing Date and PHI hereby waives any violation of Section 13.2 of the Franchise Agreement with respect to the Hired Employees. All claims of the employees arising out of their employment with Seller shall pay or cause to be paid all claims for health care benefits covered by any of its health care plans which relate to claims incurred by Transferred Employees or their dependents on or before the Closing DateDate will be the sole liability of Seller, regardless of when such claims may be filed. and Seller will indemnify the Buyer shall pay or cause to be paid from all claims which relate of that nature. As between Sxxxxx and the Buyer, the Buyer assumes all claims of the Hired Employees relating to health care claims incurred employment by Transferred Employees or their dependents the Buyer arising after the Closing Date, but only and the Buyer will indemnify Seller from all such claims by them. For the purpose of determining benefits for Hired Employees, the Buyer agrees to honor the Hired Employees' length of service and anniversary dates with the Seller. The Seller will furnish the Buyer a list of the Hired Employees that defines their length of service and anniversary dates. The Buyer understands that the active participation of the Hired Employees in all benefit plans maintained by the Seller will end on the Closing Date. Seller will continue any employee benefit payment obligations for Hired Employees who are on leave of absence or disabled on the Closing Date in accordance with the Seller’s or PHI's policies. If any of the Seller’s above restaurant employees are transferred to other operations of the Seller ("Transferred Employees"), the Seller will (upon request by the Buyer) use its reasonable best efforts to provide to the extent covered under Buyer the terms services of some or all of the Transferred Employees (as chosen by the Buyer) for up to 60 days after the Closing. The Buyer will reimburse the Seller for all payroll and conditions of Buyer's health care benefit plan which covers costs associated with any such loaned Transferred Employees. Notwithstanding anything contained in this Section 6.9, Buyer - 44 - shall not be responsible for any claims incurred by Transferred Employees or their dependents on or before the Closing Date, regardless of when such claims may be filed. (d) Seller shall retain all responsibilities for providing all benefits required under Part 6 of Title I of ERISA ("COBRA Benefits") to -------------- Transferred Employees, and their qualified beneficiaries in respect of qualifying events occurring on or before the Closing Date; Buyer shall be responsible for providing COBRA Benefits arising in respect of Transferred Employees for qualifying events occurring after the Closing Date. (e) Seller shall be responsible and liable for salary, bonus, fringe benefits, welfare benefits, pension benefits, vacation, holiday or sick pay and other benefits or claims including severance payments and COBRA benefits (collectively "Benefits") with respect Compensation increases to employees of Seller that are not hired -------- by Buyer. Seller the PH Business shall be responsible and liable for, and Buyer shall have no obligation for any Benefits accrued by Transferred Employees on or prior to the Closing Date and any Benefits which are attributable to services performed by Transferred Employees on or prior to the Closing Datepermitted as provided in Schedule 5. (f) Buyer shall be responsible and liable for claims arising under any state worker's compensation or similar law in respect of Transferred Employees which are based upon any occurrence after the Closing Date; Seller shall be responsible and liable for such claims which are based upon occurrences on or before the Closing Date.

Seller's Employees. (a) Buyer has the option, but not the obligation, to hire on the Closing Date any employees of Seller. Any such employees actually hired by Buyer shall hereinafter be referred to as "Transferred Employees." Salaries, --------------------- wages and all other regular current compensation of each Transferred Employee which is attributable to services performed by each such Transferred Employee on or prior to the Closing Date Seller shall be paid responsible for providing any notice required by Seller directly to that employee. All other cash compensation, including, but not limited to, incentive pay, bonuses the WARN Act and other payments or obligations of any kind whatsoever in the nature of compensation, arising after the Closing Date shall be paid by Buyer directly to the Transferred Employee entitled thereto. (b) Prior do so prior to the Closing Date, but in no event prior to February 1, 1998, after consultation with the Purchaser to allow a reasonable period of time for Purchaser to interview Seller's employees at the Stations for possible employment. Purchaser may also interview employees with employment contracts to be assumed by Purchaser hereunder. Seller shall cause provide notice to Purchaser of its notice under the account balances WARN Act, and Purchaser shall have ten (10) business days from the date of Transferred Employees who are participants in Seller's 401(k) Plan (notice to interview such employees and make offers of employment. Prior to the "date Purchaser intends to make offers of employment to Seller's Plan") employees, Purchaser shall notify Seller of the names of those employees to become fully vested whom Purchaser makes such offers, including the salary and other compensation offered to each such employee, and Purchaser shall use its reasonable best efforts to promptly notify Seller of the names of those employees of Seller who accept such offers of employment with Purchaser after acceptance of such offers, but in all events prior to the Closing Date. Purchaser shall have the sole and exclusive right to establish the wage, any other compensation and all other terms and conditions of employment and accrued employee benefits and vacation payable to all such employees hired by Purchaser as of the Closing Date. As of the Closing Date, Seller shall -------------- provide covenants and agrees to pay to Purchaser an amount equal to all of the Accrued 1998 Vacation of Seller's employees hired by Purchaser as of the Closing Date and Purchaser covenants and agrees to allow all such employees to take the vacation days represented by the Accrued 1998 Vacation with respect to each Transferred Employee with an election to receive a distribution of his or her fully vested benefit as soon as practicable such employee after the Closing Date. Upon All employees of Seller providing Buyer who are offered and accept employment with a current determination letter from the Internal Revenue Service confirming the tax qualified status Purchaser shall be considered terminated employees of Seller's Plan, the Coinmach 401(k) Plan (the "Coinmach Plan") shall, as soon as reasonably ------------- practicable thereafter, permit Transferred Employees to roll over (including by means of a direct rollover within the meaning of Code Section 401(a)(31)) any distribution that any such Transferred Employee may receive or Seller and shall not be entitled to receive from Purchaser credit for any accrued vacation days, sick days, personal days, paid time off or other such days, other than Accrued 1998 Vacation; provided, however, that any such hired employees shall be entitled to receive credit under Purchaser's employee benefit plans for time served with Seller's Plan which qualifies . Seller acknowledges and agrees that it, and not Purchaser, is and shall after Closing remain solely responsible for any and all wages, compensation, commissions, bonuses, severance pay, insurance, supplemental pension, deferred compensation, retirement and any other benefits, premiums and claims, due, to become due, committed, accrued or otherwise promised to any person who, as an "eligible rollover distribution" as defined in Section 402(f)(2)(A) of the Code. (c) Seller shall pay or cause to be paid all claims for health care benefits covered by any of its health care plans which relate to claims incurred by Transferred Employees or their dependents on or before the Closing Date, regardless is a retiree, former employee, or current employee of when such claims may be filed. Buyer shall pay or cause to be paid all claims which relate to health care claims incurred by Transferred Employees or their dependents after the Closing DateSeller, but only relating to the extent covered under the terms and conditions of Buyer's health care benefit plan which covers such Transferred Employees. Notwithstanding anything contained in this Section 6.9, Buyer - 44 - shall not be responsible for any claims incurred by Transferred Employees or their dependents on or before the Closing Date, regardless of when such claims may be filed. (d) Seller shall retain all responsibilities for providing all benefits required under Part 6 of Title I of ERISA ("COBRA Benefits") to -------------- Transferred Employees, and their qualified beneficiaries in respect of qualifying events occurring on or before the Closing Date; Buyer shall be responsible for providing COBRA Benefits arising in respect of Transferred Employees for qualifying events occurring after the Closing Date. (e) Seller shall be responsible and liable for salary, bonus, fringe benefits, welfare benefits, pension benefits, vacation, holiday or sick pay and other benefits or claims including severance payments and COBRA benefits (collectively "Benefits") with respect to employees of Seller that are not hired -------- by Buyer. Seller shall be responsible and liable for, and Buyer shall have no obligation for any Benefits accrued by Transferred Employees on or prior to the Closing Date and any Benefits which are attributable to services performed by Transferred Employees on or prior period up to the Closing Date. Purchaser, as purchaser of the Acquired Assets, shall assume no employee benefit plans, programs, policies, or practices, whether or not set forth in writing, maintained by Seller at any time. (f) Buyer shall be responsible and liable for claims arising under any state worker's compensation or similar law in respect of Transferred Employees which are based upon any occurrence after the Closing Date; Seller shall be responsible and liable for such claims which are based upon occurrences on or before the Closing Date.

Seller's Employees. (a) Buyer has Attached as Schedule 5.1(a) is a list of those employees of Seller operating within the optionPPS Business to whom Purchaser intends to extend offers of employment (“Hired Employees”). Purchaser intends to extend offers of employment to the Hired Employees on substantially the same terms, but including compensation and benefits, as such employees had with Seller immediately prior to the Effective Time as disclosed to Purchaser on Schedule 3.16. Purchaser will not the obligationassume and will have no obligation with respect to any employee bonus, retirement, pension, profit sharing, incentive, deferred compensation, medical, retiree medical, retiree life, other insurance plan, employee severance, vacation or sick leave plan or policy or other employee benefit plan of Seller of any kind. However, Purchaser agrees to hire use commercially reasonable efforts to give to each employee of Seller who is hired by Purchaser on the Closing Date credit for past service with Seller for purposes of participation in any employees employee, retirement, pension, profit sharing, bonus, incentive, deferred compensation, medical, vacation, sick leave or other employee benefit plan of SellerPurchaser in which such employee may be eligible to participate. Any such employees actually hired by Buyer Purchaser will not be required to establish or adopt any employee benefit plan or policy to accommodate the Hired Employees. Purchaser shall hereinafter take commercially reasonable steps to waive any applicable waiting period and pre-existing condition exclusions related to any newly established 401(k) plan and health insurance benefits and shall use commercially reasonable efforts to cause the Hired Employees and their dependents to be referred eligible to participate in one of Purchaser’s group health plans effective as "Transferred Employees." Salaries, --------------------- wages and all other regular current compensation of each Transferred Employee which is attributable to services performed by each such Transferred Employee on or prior to the Closing Date Date. (b) Seller shall pay for (and otherwise be paid by Seller directly responsible for) all costs and expenses relating to that employee. All other cash compensation, its employees (including, but not limited to, incentive pay, bonuses and other payments the Hired Employees) arising or obligations of any kind whatsoever in the nature of compensation, arising after the Closing Date shall be paid by Buyer directly to the Transferred Employee entitled thereto. (b) Prior to the Closing Date, Seller shall cause the account balances of Transferred Employees who are participants in Seller's 401(k) Plan (the "Seller's Plan") to become fully vested as of the Closing Date. Seller shall -------------- provide each Transferred Employee with an election to receive a distribution of his or her fully vested benefit as soon as practicable after the Closing Date. Upon Seller providing Buyer with a current determination letter from the Internal Revenue Service confirming the tax qualified status of Seller's Plan, the Coinmach 401(k) Plan (the "Coinmach Plan") shall, as soon as reasonably ------------- practicable thereafter, permit Transferred Employees to roll over (including by means of a direct rollover within the meaning of Code Section 401(a)(31)) any distribution that any such Transferred Employee may receive or be entitled to receive from Seller's Plan which qualifies as an "eligible rollover distribution" as defined in Section 402(f)(2)(A) of the Code. (c) Seller shall pay or cause to be paid all claims for health care benefits covered by any of its health care plans which relate to claims incurred by Transferred Employees or their dependents accruing on or before the Closing Date, regardless of when such claims may be filed. Buyer shall pay including but not limited to salaries, commissions and other compensation, severance payments, accrued vacation pay, unused sick leave, bonuses that are payable for or cause to be paid all claims which relate to health care claims incurred by Transferred Employees or their dependents after the period to and including the Closing Date, but only to the extent covered under the terms and conditions of Buyer's health care benefit plan which covers such Transferred Employees. Notwithstanding anything contained in this Section 6.9, Buyer - 44 - shall not be responsible for any claims incurred by Transferred Employees or their dependents on or before the Closing Date, regardless of when such claims may be filed. (d) Seller shall retain all responsibilities for providing all benefits required under Part 6 of Title I of ERISA ("COBRA Benefits") to -------------- Transferred Employees, and their qualified beneficiaries in respect of qualifying events occurring on or before the Closing Date; Buyer shall be responsible for providing COBRA Benefits arising in respect of Transferred Employees for qualifying events occurring after the Closing Date. (e) Seller shall be responsible and liable for salary, bonus, fringe benefits, welfare benefitspension, pension benefits, vacation, holiday or sick pay health and other benefits or claims including severance payments and COBRA benefits (collectively "Benefits") with amounts. With respect to employees of the Hired Employees, Seller and its affiliates shall (i) fully vest all such Hired Employees that are not hired -------- participants in Seller’s 401(k) Plan and make whatever distributions to such participants in those plans as are permitted by Buyer. law and (ii) provide notices concerning eligibility for continuation health coverage under all applicable health plans pursuant to Internal Revenue Code 4980B to eligible employees and family members and provide such individuals with the opportunity to elect to continue their health coverages under the applicable Seller shall be responsible or affiliate health and liable forcafeteria plans, and Buyer shall have no obligation for any Benefits accrued by Transferred Employees on or prior but only as to the Closing Date and any Benefits which are attributable to services performed by Transferred Employees on or prior to the Closing Datethose employees requiring such protections. (f) Buyer shall be responsible and liable for claims arising under any state worker's compensation or similar law in respect of Transferred Employees which are based upon any occurrence after the Closing Date; Seller shall be responsible and liable for such claims which are based upon occurrences on or before the Closing Date.

Seller's Employees. Sellers' policy on refranchising (aa copy of which is attached as Schedule 5) Buyer has does not obligate the optionSellers to offer transfer opportunities to any of its restaurant-level employees, i.e., all employees at the level of "Restaurant General Manager" or below, who will be affected by sale of the Restaurants. Sellers will seek to provide opportunities for employees to remain with Sellers but such employment is not guaranteed and will depend on Sellers' assessment of its business needs as well as the obligationemployee's performance. Unless otherwise agreed before Closing, with respect to hire any of Sellers' restaurant- level employees, Sellers will terminate the employment of those employees at the close of business on the Closing Date any employees of Seller. Any such employees actually hired by Buyer shall hereinafter be referred to as "Transferred Employees." Salaries, --------------------- wages and all other regular current compensation of each Transferred Employee which is attributable to services performed by each such Transferred Employee on or day immediately prior to the Closing Date shall be paid Date. Sellers will directly pay all terminated employees, including any of the employees hired by Seller directly to that employee. All other cash compensation, including, but not limited to, incentive pay, bonuses and other payments or obligations of any kind whatsoever in the nature of compensation, arising after the Closing Date shall be paid by Buyer directly to the Transferred Employee entitled thereto. (b) Prior to the Closing Date, Seller shall cause the account balances of Transferred Employees who are participants in Seller's 401(k) Plan (the "Seller's PlanHired Employees") for earned and unused vacation, in accordance with Sellers' normal policies (which do not call for Sellers to pay for accrued but unearned vacation).The terminated employees may become fully vested employees of the Buyer as of the Closing Date. Seller shall -------------- provide each Transferred Employee with an election to receive a distribution Date and PHI hereby waives any violation of his or her fully vested benefit as soon as practicable after the Closing Date. Upon Seller providing Buyer with a current determination letter from the Internal Revenue Service confirming the tax qualified status of Seller's Plan, the Coinmach 401(k) Plan (the "Coinmach Plan") shall, as soon as reasonably ------------- practicable thereafter, permit Transferred Employees to roll over (including by means of a direct rollover within the meaning of Code Section 401(a)(31)) any distribution that any such Transferred Employee may receive or be entitled to receive from Seller's Plan which qualifies as an "eligible rollover distribution" as defined in Section 402(f)(2)(A) 13.2 of the Code. (c) Seller shall pay or cause Franchise Agreement with respect to be paid all the Hired Employees. All claims for health care benefits covered by any of its health care plans which relate to claims incurred by Transferred Employees or the employees arising out of their dependents on or employment with Sellers before the Closing DateDate will be the sole liability of Sellers, regardless of when such claims may be filed. and Sellers will indemnify the Buyer shall pay or cause to be paid from all claims which relate of that nature. As between Sellers and the Buyer, the Buyer assumes all claims of the Hired Employees relating to health care claims incurred employment by Transferred Employees or their dependents the Buyer arising after the Closing Date, but only and the Buyer will indemnify Sellers from all such claims by them. For the purpose of determining benefits for Hired Employees, the Buyer agrees to honor the extent covered under Hired Employees' length of service and anniversary dates with the terms Sellers. The Sellers will furnish the Buyer a list of the Hired Employees that defines their length of service and conditions anniversary dates. The Buyer understands that the active participation of Buyer's health care the Hired Employees in all benefit plan which covers such Transferred Employees. Notwithstanding anything contained in this Section 6.9, Buyer - 44 - shall not be responsible for any claims incurred plans maintained by Transferred Employees or their dependents the Sellers will end on or before the Closing Date, regardless . Sellers will continue any employee benefit payment obligations for Hired Employees who are on leave of when such claims may be filed. (d) Seller shall retain all responsibilities for providing all benefits required under Part 6 of Title I of ERISA ("COBRA Benefits") to -------------- Transferred Employees, and their qualified beneficiaries in respect of qualifying events occurring absence or disabled on or before the Closing Date; Buyer Date in accordance with the Sellers' or PHI's policies. No compensation increases shall be responsible for providing COBRA Benefits arising in respect of Transferred granted by Sellers to the Hired Employees for qualifying events occurring after the Closing Date. (e) Seller shall be responsible and liable for salary, bonus, fringe benefits, welfare benefits, pension benefits, vacation, holiday or sick pay and other benefits or claims including severance payments and COBRA benefits (collectively "Benefits") with respect to employees of Seller that are not hired -------- unless expressly approved by Buyer. Seller shall be responsible Buyer will not deny any increases which are reasonable and liable forjustifiable. If any of the Sellers' employees are transferred to other operations of the Sellers ("Transferred Employees"), and in accordance with the Sellers' policy on refranchising, the Sellers will (upon request by the Buyer) use their reasonable best efforts to provide to the Buyer shall have no obligation for any Benefits accrued by the services of some or all of the Transferred Employees on or prior (as chosen by the Buyer) for up to the Closing Date and any Benefits which are attributable to services performed by Transferred Employees on or prior to the Closing Date. (f) Buyer shall be responsible and liable for claims arising under any state worker's compensation or similar law in respect of Transferred Employees which are based upon any occurrence 90 days after the Closing Date; Seller shall be responsible Closing. The Buyer will reimburse the Sellers for all payroll and liable for benefit costs associated with any such claims which are based upon occurrences on or before the Closing Dateloaned Transferred Employees.

Seller's Employees. For so long as a project set forth on Schedule 3.18 has any outstanding obligations to be performed under it (a) an "Existing Project"), Seller shall continue to employ those employees and continue to use the services of those independent contractors who were employed or hired for that Existing Project even if the term extends beyond the Closing Date. Pursuant to this Agreement, Buyer has is assuming any outstanding obligations of Seller under an Existing Project following the optionClosing Date; provided, but not however, that Seller shall make available its employees and independent contractors who were employed or hired for an Existing Project to assist Buyer in performing any outstanding obligations under such Existing Project. Seller shall continue to be responsible for all Liabilities and obligations due to its employees and independent contractors until the obligationcompletion of the Existing Project for which such employees and/or independent contractors were employed or hired, to hire on except for the payroll and related expenses of employees and costs and wages of independent contractors since the last ADP payroll disbursement date before the Closing Date any employees of Sellerwhich will be assumed by Buyer. Any such employees actually hired by Buyer shall hereinafter be referred to as "Transferred Employees." Salaries, --------------------- wages and reimburse Seller for all other regular current compensation out-of-pocket expenses arising in the Ordinary Course of each Transferred Employee which is attributable to services performed by each such Transferred Employee on or prior to the Closing Date shall be paid Business incurred by Seller directly to that employee. All other cash compensation, including, but not limited to, incentive pay, bonuses and other payments or obligations of any kind whatsoever in the nature of compensation, arising after the Closing Date associated with the continued employment of an employee or the use of an independent contractor for an Existing Project; provided that it is hereby acknowledged that Buyer is not assuming any Liability arising from or related to Seller's employees and independent contractors, except for the payroll and related expenses of employees and costs and wages of independent contractors since the last ADP payroll disbursement date before the Closing Date which will be assumed by Buyer.. Upon completion of an Existing Project, those employees or independent contractors of Seller who were hired for that completed Existing Project and who are not employed or hired by Seller for any other Existing Project shall no longer be paid employed or hired by Seller, or if Buyer directly should so determine, in its sole discretion, to employ or hire such employees or independent contractors of Seller prior to the Transferred Employee entitled thereto. (b) Prior to the Closing Datecompletion of an Existing Project, Seller shall cause release such employee or independent contractor from employment or hire. Following such time, Buyer, in its sole discretion, may seek to employ or hire such employee or independent contractor. Each of Seller and Shareholder acknowledge that Buyer will determine, in its sole discretion, the account balances classification of Transferred Employees who are participants each person hired by Buyer and the method of compensation for such persons. Nothing in Seller's 401(k) Plan (the "Seller's Plan") this Section 6.2 shall be construed to become fully vested as of the Closing Date. Seller shall -------------- provide each Transferred Employee with an election to receive deem Buyer a distribution of his or her fully vested benefit as soon as practicable after the Closing Date. Upon Seller providing Buyer with a current determination letter from the Internal Revenue Service confirming the tax qualified status joint employer of Seller's Planemployees and independent contractors, and in the Coinmach 401(k) Plan (event that Buyer is deemed to be a joint employer of Seller's employees and independent contractors, Seller and Shareholder, jointly and severally, hereby agree to indemnify Buyer for any and all Liability which may be attributed to Buyer as a joint employer. Additionally, Seller and Shareholder, jointly and severally, hereby agree to indemnify Buyer for any and all Liability relating to or arising from a breach, based on the "Coinmach Plan") shallactions of Seller, as soon as reasonably ------------- practicable thereafter, permit Transferred Employees to roll over (including by means of a direct rollover within the meaning representation, warranty or covenant of Code Section 401(a)(31)) Seller in any distribution that any such Transferred Employee may receive or be entitled to receive from Seller's Plan which qualifies as an "eligible rollover distribution" as defined in Section 402(f)(2)(A) of the Code. (c) Seller shall pay or cause to be paid all claims for health care benefits covered by any of its health care plans which relate to claims incurred by Transferred Employees or their dependents Contract set forth on or before the Closing Date, regardless of when such claims may be filedSchedule 3.18. Buyer shall pay or cause to be paid all claims which relate to health care claims incurred by Transferred Employees or their dependents after the Closing Date, but only to the extent covered under the terms and conditions of Buyer's health care benefit plan which covers such Transferred Employees. Notwithstanding anything contained Any indemnity set forth in this Section 6.9, Buyer - 44 - shall not be responsible for any claims incurred by Transferred Employees or their dependents on or before the Closing Date, regardless of when such claims may be filed. (d) Seller shall retain all responsibilities for providing all benefits required under Part 6 of Title I of ERISA ("COBRA Benefits") to -------------- Transferred Employees, and their qualified beneficiaries in respect of qualifying events occurring on or before the Closing Date; Buyer 6.2 shall be responsible for providing COBRA Benefits arising made in respect accordance with the provisions of Transferred Employees for qualifying events occurring after the Closing Date. (e) Seller shall be responsible and liable for salaryArticle X hereof, bonus, fringe benefits, welfare benefits, pension benefits, vacation, holiday or sick pay and other benefits or claims including severance payments and COBRA benefits (collectively "Benefits") with respect to employees of Seller that are not hired -------- by Buyer. Seller shall be responsible and liable for, and Buyer shall have no obligation for any Benefits accrued by Transferred Employees on or prior without regard to the Closing Date and any Benefits which are attributable to services performed by Transferred Employees on or prior to the Closing Datelimitations contained in Section 10.2(b). (f) Buyer shall be responsible and liable for claims arising under any state worker's compensation or similar law in respect of Transferred Employees which are based upon any occurrence after the Closing Date; Seller shall be responsible and liable for such claims which are based upon occurrences on or before the Closing Date.

Seller's Employees. (a) Buyer has the optionUnless otherwise agreed before Closing, but not the obligation, with respect to hire on the Closing Date any employees of Seller. Any such employees actually hired by Buyer shall hereinafter be referred to as "Transferred Employees." Salaries, --------------------- wages and all other regular current compensation of each Transferred Employee which is attributable to services performed by each such Transferred Employee on or prior to the Closing Date shall be paid by Seller directly to that employee. All other cash compensation, including, but not limited to, incentive pay, bonuses and other payments or obligations of any kind whatsoever in the nature of compensation, arising after the Closing Date shall be paid by Buyer directly to the Transferred Employee entitled thereto. (b) Prior to the Closing Date’s restaurant-level employees, Seller shall cause will terminate the account balances employment of Transferred Employees who are participants in Seller's 401(k) Plan (those employees at the "Seller's Plan") to become fully vested as close of business on the Closing Date. Seller shall -------------- provide each Transferred Employee will directly pay all terminated employees, including any of the employees hired by the Buyer (the “Hired Employees”) for earned and unused vacation, in accordance with an election Seller’s normal policies (which do not call for Seller to receive a distribution pay for accrued but unearned vacation). The terminated employees may become employees of his or her fully vested benefit the Buyer as soon as practicable after of the day following the Closing Date. Upon Seller providing Buyer with a current determination letter from the Internal Revenue Service confirming the tax qualified status Date and PHI hereby waives any violation of Seller's Plan, the Coinmach 401(k) Plan (the "Coinmach Plan") shall, as soon as reasonably ------------- practicable thereafter, permit Transferred Employees to roll over (including by means of a direct rollover within the meaning of Code Section 401(a)(31)) any distribution that any such Transferred Employee may receive or be entitled to receive from Seller's Plan which qualifies as an "eligible rollover distribution" as defined in Section 402(f)(2)(A) 13.2 of the Code. (c) Franchise Agreement with respect to the Hired Employees. All claims of the employees arising out of their employment with Seller shall pay or cause to be paid all claims for health care benefits covered by any of its health care plans which relate to claims incurred by Transferred Employees or their dependents on or before the Closing DateDate will be the sole liability of Seller, regardless of when such claims may be filed. and Seller will indemnify the Buyer shall pay or cause to be paid from all claims which relate of that nature. As between Seller and the Buyer, the Buyer assumes all claims of the Hired Employees relating to health care claims incurred employment by Transferred Employees or their dependents the Buyer arising after the Closing Date, but only and the Buyer will indemnify Seller from all such claims by them. For the purpose of determining benefits for Hired Employees, the Buyer agrees to honor the extent covered under Hired Employees’ length of service and anniversary dates with the terms Seller. The Seller will furnish the Buyer a list of the Hired Employees that defines their length of service and conditions anniversary dates. The Buyer understands that the active participation of Buyer's health care the Hired Employees in all benefit plan which covers such Transferred Employees. Notwithstanding anything contained in this Section 6.9, Buyer - 44 - shall not be responsible for any claims incurred plans maintained by Transferred Employees or their dependents the Seller will end on or before the Closing Date, regardless of when such claims may be filed. (d) Seller shall retain all responsibilities for providing all benefits required under Part 6 of Title I of ERISA ("COBRA Benefits") to -------------- Transferred Employees, and their qualified beneficiaries in respect of qualifying events occurring on or before the Closing Date; Buyer shall be responsible for providing COBRA Benefits arising in respect of Transferred Employees for qualifying events occurring after the Closing Date. (e) Seller shall be responsible and liable for salary, bonus, fringe benefits, welfare benefits, pension benefits, vacation, holiday or sick pay and other benefits or claims including severance payments and COBRA benefits (collectively "Benefits") with respect to employees of Seller that are not hired -------- by Buyer. Seller shall be responsible and liable for, and Buyer shall have no obligation will continue any employee benefit payment obligations for any Benefits accrued by Transferred Hired Employees who are on leave of absence or prior to disabled on the Closing Date and in accordance with the Seller’s or PHI’s policies. If any Benefits which of the Seller’s above restaurant employees are attributable transferred to other operations of the Seller (“Transferred Employees”), the Seller will (upon request by the Buyer) use its reasonable best efforts to provide to the Buyer the services performed by of some or all of the Transferred Employees on or prior (as chosen by the Buyer) for up to the Closing Date. (f) Buyer shall be responsible and liable for claims arising under any state worker's compensation or similar law in respect of Transferred Employees which are based upon any occurrence 60 days after the Closing Date; Closing. The Buyer will reimburse the Seller shall be responsible for all payroll and liable for benefit costs associated with any such claims which are based upon occurrences on or before the Closing Dateloaned Transferred Employees.

Seller's Employees. (a) Buyer has Seller shall terminate its employees of the option, but not Business at the obligation, to hire close of business on the Closing day before the Effective Transfer Date for each of the Locations. Seller shall have sole and absolute responsibility for any financial or other commitments that Seller may have to any of its employees or former employees, including any and all claims or obligations arising under any and all employment policies and procedures of Seller, under any employee benefit plan of Seller, or under any local, state, or federal law, rule, or regulation regarding termination of employment for any employment loss which first occurs before the Effective Transfer Date or otherwise in connection with this Agreement. Any such employees actually hired by Buyer shall hereinafter be referred to as "Transferred Employees." Salaries, --------------------- wages and all other regular current compensation of each Transferred Employee which is attributable to services performed by each such Transferred Employee on or prior to the Closing Date Seller shall be paid by Seller directly liable to that employee. All other cash compensationits employees and former employees for all wages, includingseverance benefits, but not limited to, incentive unpaid vacation pay, bonuses unpaid sick and holiday pay, and other payments or obligations of any kind whatsoever in through the nature of compensationday before the Effective Transfer Date. Seller is responsible for resolving any conflicts, arising after the Closing Date shall be paid by Buyer directly errors or discrepancies involving its employee policies and procedures with respect to the Transferred Employee entitled theretoperiod of time before the Effective Transfer Date. (b) Prior On the Closing Date for each Location, Purchaser will offer (subject to the Closing Date, provisions of Section 4.3.(e) of this Agreement) employment to those employees of Seller shall cause the account balances of Transferred Employees who are participants in Seller's 401(k) Plan (the "Seller's PlanBusiness Employees") who work at or supervise the Locations to which the Closing relates. Provided, however, that Purchaser will be obligated to offer employment to any Business Employees on authorized leave of absence, only at the time such employee is able to return to work (a "Return Date") and, provided, further, that such Return Date is within twelve (12) weeks after the commencement of such leave. Purchaser shall be liable only for the benefits offered by Purchaser to those employees of Seller who become fully vested employees of Purchaser on or after the Closing Date and in accordance with Purchaser's policies and only for the amount thereof relating to service for Purchaser after the Closing Date and as of the Closing Date. Seller date of hire by Purchaser; such benefits shall -------------- provide be made available to each Transferred Hired Employee with an election to receive a distribution of his or her fully vested benefit as soon as practicable after the Closing Date. Upon Seller providing Buyer with a current determination letter from the Internal Revenue Service confirming the tax qualified status of Seller's Plan, the Coinmach 401(k) Plan (the "Coinmach Plan") shall, as soon as reasonably ------------- practicable thereafter, permit Transferred Employees to roll over (including by means of a direct rollover within the meaning of Code Section 401(a)(31)) any distribution that any such Transferred Employee may receive or be entitled to receive from Seller's Plan which qualifies as an "eligible rollover distribution" as defined in Section 402(f)(2)(Ahereinafter) commencing upon the date the employment of the Codeeach Hired Employee (as defined hereinafter) commences. (c) Purchaser shall extend service credit to each employee of Seller shall pay or cause with respect to be paid all claims the Business who is hired by Purchaser on the Effective Transfer Date (a "Hired Employee") for health care benefits covered by any the full period of its health care plans which relate to claims incurred by Transferred Employees or their dependents on or time each Hired Employee worked for Seller before the Closing Effective Transfer Date. Nevertheless, although Purchaser will base paid vacation time due each Hired Employee upon the period of time the Hired Employee has worked both for Seller before the Effective Transfer Date and for Purchaser on and after the Effective Transfer Date, regardless of when such claims may be filed. Buyer shall pay or cause to be paid all claims which relate to health care claims incurred by Transferred Employees or their dependents after each Hired Employee must work for Purchaser for six full months before the Closing Date, but only to the extent covered under the terms and conditions of Buyer's health care benefit plan which covers such Transferred Employees. Notwithstanding anything contained in this Section 6.9, Buyer - 44 - shall not be responsible Hired Employee is eligible for any claims incurred by Transferred Employees or their dependents on or before the Closing Date, regardless of when such claims may be filedpaid vacation (in accordance with Purchaser's normal vacation policy). (d) Seller shall retain all responsibilities for providing all benefits required under Part 6 of Title I of ERISA ("COBRA Benefits") to -------------- Transferred Employees, and their qualified beneficiaries in respect of qualifying events occurring on or before the Closing Date; Buyer Hired Employees shall be responsible for providing COBRA Benefits arising employed by Purchaser solely in respect of Transferred Employees for qualifying events occurring after the Closing Dateaccordance with Purchaser's hiring and other employment policies and procedures, which may differ from Seller's employment policies and procedures. (e) Seller Purchaser shall not be responsible and liable for salaryobligated to make offers of employment to a Business Employee who fails to meet Purchaser's hiring guidelines, bonus, fringe benefits, welfare benefits, pension benefits, vacation, holiday or sick pay and other benefits or claims including severance payments and COBRA benefits (collectively "Benefits") with respect to employees of Seller that are not hired -------- by Buyer. Seller shall be responsible and liable for, and Buyer shall have no obligation for any Benefits accrued by Transferred Employees on or prior to the Closing Date and any Benefits which are attributable to services performed by Transferred Employees on or prior to the Closing Datein a material manner. (f) Buyer shall be responsible and liable for claims arising under any state worker's compensation or similar law in respect of Transferred Employees which are based upon any occurrence after the Closing Date; Seller shall be responsible and liable for such claims which are based upon occurrences on or before the Closing Date.