Common use of Seller's Employees Clause in Contracts

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 will offer to employ (for positions substantially similar to their current employment positions), all employees employed by Sellers specifically in connection with the Transferred Assets, 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 WARN Act or any similar state law to 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 liability under the WARN Act or any similar state law to the extent such liability arises out of or relates to a reduction in force in which a majority of 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 conditioned upon Closing and upon the termination of such Foods Employees’ employment with Sellers immediately prior to the Effective Time.

Seller's Employees. (a) Subject Seller shall be responsible for providing any notice required by the WARN Act and shall do so prior to Smithfield’s standard drug/alcohol 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 screening, physical examinationcontracts to be assumed by Purchaser hereunder. Seller shall provide notice to Purchaser of its notice under the WARN Act, and background inquiry practicesPurchaser shall have ten (10) business days from the date of Seller's notice to interview such employees and make offers of employment. Prior to the date Purchaser intends to make offers of employment to Seller's employees, Purchaser shall notify Seller of the names of those employees to 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 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 such employee after the Closing Date. All employees of Seller who are offered and accept employment with Purchaser shall be considered terminated employees of 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. 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 of the Closing Date Buyer will offer to employ (for positions substantially similar to their Date, is a retiree, former employee, or current employment positions)employee of Seller, all employees employed by Sellers specifically in connection with the Transferred Assets, 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 WARN Act or any similar state law relating to 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 period up to the Closing Date. Sellers shall defendPurchaser, indemnify and hold Buyer harmless from any liability under the WARN Act or any similar state law to the extent such liability arises out of or relates to a reduction in force in which a majority as purchaser of the Acquired Assets, shall assume no employee terminations occur on benefit plans, programs, policies, or prior to the Closing Date unless as a result of Buyer’s decision practices, whether or not to offer employment based on Smithfield’s standard drug/alcohol employment screeningset forth in writing, 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 conditioned upon Closing and upon the termination of such Foods Employees’ employment with Sellers immediately prior to the Effective Timemaintained by Seller at any time.

Seller's Employees. (a) Subject to Smithfield’s standard drug/alcohol employment screening, physical examination, and background inquiry practices, Attached as of the Closing Date Buyer will offer to employ (for positions substantially similar to their current employment positions), all employees employed by Sellers specifically in connection with the Transferred Assets, including all employees of Farmland Foods, Inc. (the “Foods Employees”). No less than thirty (30Schedule 5.1(a) 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 WARN Act or any similar state law to 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 liability under the WARN Act or any similar state law to the extent such liability arises out of or relates to a reduction in force in which a majority of 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 is a list of those Foods Employees who accept such employees of Seller operating within the PPS Business to whom Purchaser intends to extend offers of employment offer (“Hired Employees”). Such Purchaser intends to extend offers of employment will be conditioned upon Closing to the Hired Employees on substantially the same terms, including compensation and upon the termination of benefits, as such Foods Employees’ employment employees had with Sellers Seller immediately prior to the Effective TimeTime as disclosed to Purchaser on Schedule 3.16. Purchaser will not assume 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 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 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 the Hired 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 the Hired Employees and their dependents to be eligible to participate in one of Purchaser’s group health plans effective as of the Closing Date.

Seller's Employees. (a) Subject Buyer agrees to Smithfield’s standard drug/alcohol employment screeningoffer employment, physical examinationat levels ------------------ of compensation not less than their current compensation, and background inquiry practicesto all persons who were employees of Seller as of Closing, including all former employees of Seller who are eligible for reinstatement as of the Closing Date Buyer will offer to employ (for positions substantially similar to their current employment positions)collectively, all employees employed by Sellers specifically in connection with the Transferred Assets, including all employees of Farmland Foods, Inc. (the “Foods Employees”"TRANSFERRED EMPLOYEES"). No less than thirty In addition, Buyer agrees to offer all Transferred Employees the same basic benefit package, on the same terms, as that which is offered to HMA's and its Affiliates' employees. Such offers will remain open for at least ten (3010) days prior to Closing, Sellers shall identify to Buyer the Foods Employees and shall use their commercially reasonable efforts to assure that Buyer may business days. For employees who accept Buyer's offer employment to any or all Foods Employees. Except as provided in Section 2.4 or in this Section 7.2of employment, Buyer shall not be obligated to adopt or maintain any particular (a) recognize the employees' length of service with Seller for eligibility (including waiting periods) and vesting under all of Buyer's employee benefit plan programs, including vacation and pension, (b) assume accrued and unused vacation days, sick days and personal days, and (c) allow participation in Buyer's 401K pension plan. Subject to the foregoing, special waiting periods contained in Buyer's employee benefit plans will not apply to Seller employees or plans for any Foods Employees actually hired by covered dependents to the extent that such periods do not apply to similarly situated new employees of Buyer. Buyer shall defend, indemnify and hold Sellers harmless from will not effect any liability under the WARN Act or any similar state law to the extent such liability arises out of or relates to a reduction reductions in force for a period of twelve (12) months after Closing other than reductions through attrition, flexible staffing for seasonal adjustments or decreases 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 liability under the WARN Act or any similar state law to the extent such liability arises out of or relates to a reduction in force in which a majority of 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 practicespatient census. Buyer shall provide Sellers a list of those Foods Employees who accept such employment offer (“Hired Employees”). Such agrees to extend the aforesaid offers of employment and benefits for an additional four (4) years for all current full- time employees of Seller who are within five (5) years of retirement, and Buyer agrees that, except for cause, it will be conditioned upon Closing and upon not terminate any such employee until the termination day following the date on which such employee qualifies for retirement. The names of such Foods Employees’ employment with Sellers immediately prior to employees and the Effective Timerespective dates on which they will qualify for retirement are listed on Schedule 11.6 hereto, and Buyer and Seller hereby agree that each such employee shall be a third party beneficiary of this Section 11.6.

Seller's Employees. Sellers' policy on refranchising (aa copy of which is attached as Schedule 5) Subject does not obligate the Sellers to Smithfield’s standard drug/alcohol employment screeningoffer transfer opportunities to any of its restaurant-level employees, physical examination, and background inquiry practices, as of the Closing Date Buyer will offer to employ (for positions substantially similar to their current employment positions)i.e., all employees employed at the level of "Restaurant General Manager" or below, who will be affected by sale of the Restaurants. Sellers specifically in connection 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 Transferred Assets, including all employees of Farmland Foods, Inc. (the “Foods Employees”)employee's performance. No less than thirty (30) days prior to Unless otherwise agreed before Closing, Sellers shall identify to Buyer the Foods Employees and shall use their commercially reasonable efforts to assure that Buyer may offer employment with respect to any or all Foods Employees. Except as provided in Section 2.4 or in this Section 7.2of Sellers' restaurant-level employees, 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 will terminate the WARN Act or any similar state law to employment of those employees at the extent such liability arises out close of or relates to a reduction in force in which a majority of the employee terminations occur prior to or business 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 defendwill directly pay all terminated employees, indemnify and hold Buyer harmless from including any liability under the WARN Act or any similar state law to the extent such liability arises out of or relates to a reduction in force in which a majority of the employee terminations occur on or prior employees hired by the Buyer (the "Hired 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 employees of the Buyer as of the day following the Closing Date unless as a result and PHI hereby waives any violation of Buyer’s decision not Section 13.2 of the Franchise Agreement with respect to offer the Hired Employees. All claims of the employees arising out of their employment based on Smithfield’s standard drug/alcohol employment screening, physical examinationwith Sellers before the Closing Date will be the sole liability of Sellers, and background inquiry practicesSellers will indemnify the Buyer from all claims of that nature. As between Sellers and the Buyer, the Buyer shall provide assumes all claims of the Hired Employees relating to employment by the Buyer arising after the Closing Date, 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 Hired Employees' length of service and anniversary dates with the Sellers. The Sellers will furnish the Buyer a list of those Foods 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 Sellers will end on the Closing Date. Sellers will continue any employee benefit payment obligations for Hired Employees who accept such employment offer (“Hired Employees”)are on leave of absence or disabled on the Closing Date in accordance with the Sellers' or PHI's policies. Such offers of employment will No compensation increases shall be conditioned upon Closing and upon the termination of such Foods Employees’ employment with granted by Sellers immediately prior to the Effective TimeHired Employees unless expressly approved by Buyer. Buyer will not deny any increases which are reasonable and justifiable. If any of the Sellers' employees are transferred to other operations of the Sellers ("Transferred Employees"), 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 the services of some or all of the Transferred Employees (as chosen by the Buyer) for up to 90 days after the Closing. The Buyer will reimburse the Sellers for all payroll and benefit costs associated with any such loaned Transferred Employees.

Seller's Employees. Unless otherwise agreed before Closing, with respect to any of Seller’s restaurant-level employees, Seller will terminate the employment of those employees at the close of business on the Closing Date. Seller will directly pay all terminated employees, including any of the employees hired by the Buyer (athe "Hired Employees") Subject for earned and unused vacation, in accordance with Seller’s normal policies (which does not call for Seller to Smithfield’s standard drug/alcohol employment screening, physical examination, and background inquiry practices, pay for accrued but unearned vacation).The terminated employees may become employees of the 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 on or before the Closing Date will be the sole liability of Seller, and Seller will indemnify the Buyer from all claims of that nature. As between Sxxxxx and the Buyer, the Buyer assumes all claims of the Hired Employees relating to employment by the Buyer arising after the Closing Date, and the Buyer will offer indemnify Seller from all such claims by them. For the purpose of determining benefits for Hired Employees, the Buyer agrees to employ (for positions substantially similar to their current employment positions), all employees employed by Sellers specifically in connection honor the Hired Employees' length of service and anniversary dates with the Transferred Assets, including 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 employees of Farmland Foods, Inc. (benefit plans maintained by the “Foods Employees”)Seller will end on the Closing Date. 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 Seller will continue 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 payment obligations for Hired Employees who are on leave of absence or plans for any Foods Employees actually hired by Buyer. Buyer shall defend, indemnify and hold Sellers harmless from any liability under the WARN Act or any similar state law to 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 disabled on the Closing Date as a result 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’s decision not ) use its reasonable best efforts to offer employment based on Smithfield’s standard drug/alcohol employment screening, physical examination, and background inquiry practices or subsequent provide to the Closing Date. Sellers shall defend, indemnify and hold Buyer harmless from any liability under the WARN Act services of some or any similar state law to the extent such liability arises out of or relates to a reduction in force in which a majority all of the employee terminations occur on or prior Transferred Employees (as chosen by the Buyer) for up to 60 days after the Closing Date unless Closing. The Buyer will reimburse the Seller for all payroll and benefit costs associated with any such loaned Transferred Employees. Compensation increases to employees of the PH Business shall be permitted 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 conditioned upon Closing and upon the termination of such Foods Employees’ employment with Sellers immediately prior to the Effective Timeprovided in Schedule 5.

Seller's Employees. (a) Subject Purchaser shall deliver to Smithfield’s standard drug/alcohol Seller a list, on the Initial Closing Date on Schedule 6.8-1, of those employees to whom it intends to extend offers of employment screening, physical examination("Hired Employees"). The Parties recognize that certain other employees of Seller may be needed to perform certain services during all or part of the Transition Period, and background inquiry practicesa list of those employees shall be delivered to Seller by Purchaser on the Initial Closing Date on Schedule 6.8-2 ("Transition Employees"). With respect to the Transition Employees, Purchaser shall be responsible for offering and paying any "stay" bonus with respect to the Transition Period if and to the extent that Purchaser determines to pay any "stay" bonus, and Seller shall be responsible for paying any and all severance and other payments that may be due as a result of the transactions contemplated herein. Purchaser intends to extend offers of employment to the Hired Employees on substantially the same terms as such employees had with Seller immediately prior to the Final Closing Date. If Purchaser determines, during the Transition Period, that it does not wish to extend, or that it wishes to rescind, an offer of employment to one or more Hired Employees, then Purchaser shall be responsible for paying any and all severance and other payments that have accrued or will accrue from and after the Initial Closing Date Buyer will offer that may be due as a result of the termination of his or her employment or as a result of the consummation of the transactions contemplated herein. Seller shall take no action that reasonably would be expected to employ prevent any employee from accepting employment with Purchaser (for positions substantially similar to instance, Seller shall not disparage Purchaser or the Acquired Division, their current employment positions)respective employees or management, all employees employed by Sellers specifically in connection with the Transferred Assets, including all employees of Farmland Foods, Inc. (the “Foods Employees”or their respective business plans). No less than thirty Except as specified in this Agreement, Purchaser will not assume 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 (30) days prior collectively, "Employee Benefit Plans"). Purchaser shall have no responsibility for any Accrued Consideration and Benefits. However, Purchaser agrees to Closing, Sellers shall identify to Buyer the Foods Employees and shall use their commercially reasonable efforts to assure that Buyer may offer employment give to each employee of Seller who is hired by Purchaser on the Final Closing Date credit for past service with Seller for purposes of participation in and vesting with respect to any employee, retirement, pension, profit sharing, bonus, incentive, deferred compensation, medical, vacation, sick leave or all Foods Employeesother employee benefit plan of Purchaser in which such employee may be eligible to participate, and, in connection therewith, Purchaser shall, to the extent prudent under applicable law, permit each Hired Employee the option to obtain such past service credit for accrued vacation leave or to accept payment from Seller for such accrued vacation leave (in which case, no past service credit shall be provided by Purchaser to such Hired Employee). Except as provided in Section 2.4 or in this Section 7.2However, Buyer shall Purchaser will not be obligated required to establish or adopt or maintain any particular employee benefit plan or plans for policy to accommodate Seller's employees. Purchaser shall take commercially reasonable steps to waive any Foods Employees actually hired by Buyerapplicable waiting period and pre-existing condition exclusions related to any newly established ss.401(k) plan and health insurance benefits. Buyer Purchaser shall defend, indemnify adopt a vacation and hold Sellers harmless from any liability under the WARN Act or any sick leave plan substantially similar state law to that applicable to Seller's employees prior to 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 Initial Closing Date. Sellers Purchaser is not, and shall defendnot be deemed to be, indemnify and hold Buyer harmless from any liability under the WARN Act a successor employer to Seller or any similar state law affiliate thereof with respect to any employee benefit plan of Seller; and no plan adopted or maintained by Purchaser after the Final Closing Date is or shall be deemed to be a "successor plan" (as such term is defined in Section 4021(a) of the Employee Retirement Income Security Act). Purchaser shall notify Seller: (i) when Purchaser, after the Final Closing Date, offers health insurance benefits to the extent such liability arises out of or relates to a reduction in force in which a majority of 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 examinationHired Employees that Purchaser actually hires, and background inquiry practices. Buyer shall provide Sellers a list of those Foods Employees who accept (ii) if such employment offer (“Hired Employees”). Such offers of employment will be conditioned upon Closing and upon the termination of such Foods Employees’ employment with Sellers immediately prior to the Effective Timehealth insurance benefits exclude pre-existing conditions.

Seller's Employees. Sellers' policy on refranchising (aa copy of which is attached as Schedule 5) Subject obligates Sellers to Smithfield’s standard drug/alcohol employment screening, physical examination, and background inquiry practices, as offer transfer opportunities to all its employees who will be affected by sale of the Closing Date Buyer will offer Restaurants. Unless otherwise agreed before Closing, with respect to employ any of Sellers' restaurant-level employees (for positions substantially similar to their current employment positions)i.e., all employees employed by Sellers specifically in connection with at the Transferred Assets, including all employees level of Farmland Foods, Inc. (the “Foods Employees”). No less than thirty (30"Restaurant General Manager" or below) days prior who do not elect to Closingtransfer, Sellers shall identify to Buyer will terminate 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 of those employees at the WARN Act or any similar state law to the extent such liability arises out close of or relates to a reduction in force in which a majority of the employee terminations occur prior to or business 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 day immediately prior to the Closing Date. Sellers shall defend, indemnify and hold Buyer harmless from any liability under The terminated employees may become employees of Buyers as of the WARN Act or any similar state law to Closing Date. All claims of the extent such liability arises employees arising out of or relates to a reduction in force in which a majority of the employee terminations occur on or prior to their employment with Sellers before the Closing Date unless as a result will be the sole liability of Buyer’s decision not to offer employment based on Smithfield’s standard drug/alcohol employment screening, physical examinationSellers, and background inquiry practicesSellers will indemnify Buyers from all claims of that nature. Buyer shall provide Sellers will directly pay all terminated employees, including any of the employees hired by Buyers (the "Hired 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). As between Sellers and Buyers, Buyers assume all claims of the Hired Employees relating to employment by Buyers arising after the Closing Date, 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 Hired Employees' length of service and anniversary dates with Sellers. Sellers will furnish Buyers a list of those Foods the Hired Employees stating length of service and anniversary dates. Buyers understand that the active participation of the Hired Employees in all benefit plans maintained by Sellers will end on the Closing Date. Sellers will continue any employee benefit payment obligations for Hired Employees who accept are on leave of absence or disabled on the Closing Date. 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 a minimum of 90 days after the Closing. Buyers will reimburse Sellers for all payroll and benefit costs associated with any such employment offer (“Hired loaned Electing Employees”). Such offers of employment will be conditioned upon Closing and upon the termination of such Foods Employees’ employment with Sellers immediately prior to the Effective Time.

Seller's Employees. 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 hiring of such employees. Promptly after execution of this Agreement, Seller shall notify each such employee Purchaser intends to employ in writing that by reason of the sale of the Business their employment with Seller is being terminated as of the Closing Date and that each may make application to Purchaser for new employment. Any such employees actually employed by Purchaser or its Affiliated Entities immediately following the Closing are referred to in this Agreement as "Transferred Employees". To the extent that service is relevant for purposes of eligibility and vesting (aand, in order to calculate the amount of any vacation, sick days, severance, layoff and similar benefits, but not for purposes of pension benefit accruals) Subject under any retirement plan, employee benefit plan, program or arrangement established or maintained by Purchaser or any of its Affiliates for the benefit of the Purchaser's employees, such plan, program or arrangement, shall credit such Transferred Employees for service earned on and prior to Smithfield’s standard drug/alcohol employment screeningthe Closing Date with Seller, physical examinationin addition to service earned with Purchaser or any of Purchaser's Affiliates after the Closing Date. In addition to the foregoing, and background inquiry practicesfollowing the Closing Date: (i) Purchaser or its Affiliated Entities shall provide each Transferred Employee, as of the Closing Date Buyer will offer 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 the services of any key management employee of Seller (then still in the employ of Seller or any of its 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 (for positions substantially similar to their current employment positions60) days as designated by Purchaser (or such longer period as otherwise may be agreed by the parties), all employees employed by Sellers specifically and in connection with which event Purchaser shall pay Seller an amount equal to one half of the Transferred Assets, including all employees cost to Seller of Farmland Foods, Inc. the salary and benefits of each such employee during such period (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 but Purchaser shall not be obligated to adopt or maintain pay any particular employee benefit plan or plans for portion of any Foods Employees actually hired by Buyer. Buyer shall defend, indemnify and hold Sellers harmless from any liability under the WARN Act or any similar state law so-called "stay bonus" which may otherwise be due to 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 liability under the WARN Act or any similar state law to the extent such liability arises out of or relates to a reduction in force in which a majority of 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 conditioned upon Closing and upon the termination of such Foods Employees’ employment with Sellers immediately prior to the Effective Timekey management employee.

Seller's Employees. Unless otherwise agreed before Closing, with respect to any of Seller’s restaurant-level employees, Seller will terminate the employment of those employees at the close of business on the Closing Date. Seller will directly pay all terminated employees, including any of the employees hired by the Buyer (athe “Hired Employees”) Subject for earned and unused vacation, in accordance with Seller’s normal policies (which do not call for Seller to Smithfield’s standard drug/alcohol employment screening, physical examination, and background inquiry practices, pay for accrued but unearned vacation). The terminated employees may become employees of the 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 before the Closing Date will be the sole liability of Seller, and Seller will indemnify the Buyer from all claims of that nature. As between Seller and the Buyer, the Buyer assumes all claims of the Hired Employees relating to employment by the Buyer arising after the Closing Date, and the Buyer will offer indemnify Seller from all such claims by them. For the purpose of determining benefits for Hired Employees, the Buyer agrees to employ (for positions substantially similar to their current employment positions), all employees employed by Sellers specifically in connection honor the Hired Employees’ length of service and anniversary dates with the Transferred Assets, including 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 employees of Farmland Foods, Inc. (benefit plans maintained by the “Foods Employees”)Seller will end on the Closing Date. 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 Seller will continue 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 payment obligations for Hired Employees who are on leave of absence or plans for any Foods Employees actually hired by Buyer. Buyer shall defend, indemnify and hold Sellers harmless from any liability under the WARN Act or any similar state law to 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 disabled on the Closing Date as a result of Buyerin accordance with the Seller’s decision not to offer employment based on Smithfieldor PHI’s standard drug/alcohol employment screening, physical examination, and background inquiry practices or subsequent to the Closing Datepolicies. Sellers shall defend, indemnify and hold Buyer harmless from If any liability under the WARN Act or any similar state law to the extent such liability arises out of or relates to a reduction in force in which a majority of the employee terminations occur on or prior Seller’s above restaurant employees are transferred to other operations of 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 Seller (“Hired Transferred Employees”). Such offers of employment , the Seller will be conditioned (upon Closing and upon request by the termination of such Foods Employees’ employment with Sellers immediately prior Buyer) use its reasonable best efforts to provide to the Effective TimeBuyer the 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 benefit costs associated with any such loaned 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) Subject an "Existing Project"), Seller shall continue to Smithfield’s standard drug/alcohol employment screeningemploy 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, physical examinationBuyer is assuming any outstanding obligations of Seller under an Existing Project following the Closing Date; provided, however, that Seller shall make available its employees and background inquiry practicesindependent 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 completion of the Existing Project for which such employees and/or independent contractors were employed or hired, as 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 Buyer which will offer to employ (for positions substantially similar to their current employment positions), all employees employed by Sellers specifically in connection with the Transferred Assets, 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 assumed by Buyer. Buyer shall defend, indemnify and hold Sellers harmless from any liability under reimburse Seller for all out-of-pocket expenses arising in the WARN Act or any similar state law to the extent such liability arises out of or relates to a reduction in force in which a majority Ordinary Course of the employee terminations occur prior to or on Business incurred by Seller after the Closing Date as a result associated with the continued employment of Buyer’s decision 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 offer employment based on Smithfield’s standard drug/alcohol employment screeningSeller's employees and independent contractors, physical examination, except for the payroll and background inquiry practices or subsequent to related expenses of employees and costs and wages of independent contractors since the last ADP payroll disbursement date before the Closing Date. Sellers 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 defendno longer be employed or hired by Seller, indemnify and hold or if Buyer harmless from any liability under the WARN Act should so determine, in its sole discretion, to employ or any similar state law to the extent hire such liability arises out employees or independent contractors of or relates to a reduction in force in which a majority of the employee terminations occur on or Seller prior to the Closing Date unless completion of an Existing Project, Seller shall 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 classification of each person hired by Buyer and the method of compensation for such persons. Nothing in this Section 6.2 shall be construed to deem Buyer a joint employer of Seller's employees and independent contractors, and in the 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 result of Buyer’s decision not joint employer. Additionally, Seller and Shareholder, jointly and severally, hereby agree to offer employment indemnify Buyer for any and all Liability relating to or arising from a breach, based on Smithfield’s standard drug/alcohol employment screeningthe actions of Seller, physical examinationof a representation, and background inquiry practiceswarranty or covenant of Seller in any Contract set forth on Schedule 3.18. Buyer Any indemnity set forth in this Section 6.2 shall provide Sellers a list be made in accordance with the provisions of those Foods Employees who accept such employment offer (“Hired Employees”). Such offers of employment will be conditioned upon Closing and upon the termination of such Foods Employees’ employment with Sellers immediately prior Article X hereof, without regard to the Effective Timelimitations contained in Section 10.2(b).

Seller's Employees. (a) Subject Purchaser shall deliver to Smithfield’s standard drug/alcohol employment screeningSeller a list, physical examinationwithin five (5) Business Days after the date hereof on Schedule 6.7(a)-1, and background inquiry practices, as of the Closing Date Buyer will offer to employ (for positions substantially similar to their current employment positions), all employees employed by Sellers specifically in connection with the Transferred Assets, 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 WARN Act or any similar state law to 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 liability under the WARN Act or any similar state law to the extent such liability arises out of or relates to a reduction in force in which a majority of 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 employees to whom it intends to extend offers of employment offer (“Hired Employees”). Such Purchaser intends to extend offers of employment will be conditioned upon Closing to the Hired Employees on substantially the same terms, including compensation and upon the termination of benefits, as such Foods Employees’ employment employees had with Sellers Seller immediately prior to the Effective TimeDate; 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 Acquired 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 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 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; and no plan adopted or maintained by Purchaser after the Closing Date is or shall be deemed to be a “successor plan” (as such term is defined in Section 4021(a) of the Employee Retirement Income Security Act).

Seller's Employees. (a) Subject to Smithfield’s standard drug/alcohol the condition that the Closing occurs, Buyer shall offer to employ, immediately following the Closing Date, each of the employees of Seller on terms and with employee benefits that are not materially less favorable to such employee than such employee currently enjoys as an employee of Seller. Each offer of employment screening, physical examination, and background inquiry practices, as of shall be made on the Closing Date as soon as reasonably possible after the Closing. Effective upon, and subject to, the Closing, Seller shall terminate the employment of each employee of Seller. Schedule 2.3 lists the name of each employee of Seller and indicates for each such employee the full-time, part-time or temporary status, annual salary, any other compensation payable (including compensation payable pursuant to bonus, incentive, deferred compensation or commission arrangements), vacation and severance benefits, date of employment and position. The employment of each employee of Seller who accepts Buyer’s offer of employment (each, a “Continuing Employee”) will be on an “at will” basis and will be on terms and conditions including benefits comparable to those set forth on Schedule 2.3 for such Continuing Employee, other than Xxxxxx, Xxxxxxxxxxx, Xxxxxx and Xxxxxx, who will be offered employment contracts. Seller shall terminate the Contracts of employment with each of Oszustowicz and Xxxxxx effective at or prior to the Closing. Buyer will offer does not assume, and Seller shall be fully responsible for the payment of, any severance or other benefits related to or payable upon the termination of any of Seller’s employees including, without limitation, any Continuing Employee who fails to accept Buyer’s employment offer. Seller shall cooperate with Buyer’s efforts to employ (for positions substantially similar to their current employment positions), all employees employed by Sellers specifically in connection with and retain the Transferred Assets, including all employees of Farmland FoodsSeller. To the extent legally permissible, Inc. (the “Foods Employees”). No less than within thirty (30) days prior of the Closing Date, Seller shall provide to Buyer accurate and complete copies of the personnel records of Seller’s employees who are Continuing Employees. Seller shall be responsible for compliance with all Laws related to the termination by Seller of Seller’s employees. Nothing in this Agreement will be construed to create a right in any Continuing Employee to initial or continued employment with Buyer. Any employment offered by Buyer to any Continuing Employee, other than Xxxxxx, Xxxxxxxxxxx, Xxxxxx and Xxxxxx, shall be “at will” and may be terminated by Buyer or by such Continuing Employee at any time for any reason (subject to any written commitments to the contrary made by Buyer and applicable Law). Buyer shall have complete responsibility for any Obligation arising out of or related to the termination of any Continuing Employee. Seller shall give any notices required by Law and take whatever other actions with respect to the Seller’s Employee Benefit Plans as may be necessary to carry out the terms and conditions of this Section 2.3. Seller shall provide Buyer with completed INS Forms I-9 and attachments with respect to each Continuing Employee who accepts Buyer’s offer of employment, except for such Continuing Employees as Seller certifies in writing to Buyer are exempt from such requirement. Seller acknowledges that, after the Closing, Sellers Buyer shall identify be responsible for all decisions regarding the employment and termination of Continuing Employees at Buyer’s cost, expense and liability as Buyer in its sole discretion shall deem to be in the best interests of Buyer. 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 adopt Seller’s Employee Benefit Plans set forth on Schedule 4.16 as provided in Section 2.4 or in 12.5 of 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 WARN Act or any similar state law to 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 liability under the WARN Act or any similar state law to the extent such liability arises out of or relates to a reduction in force in which a majority of 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 conditioned upon Closing and upon the termination of such Foods Employees’ employment with Sellers immediately prior to the Effective TimeAgreement.

Seller's Employees. Sellers' policy on refranchising (aa copy of which is attached as Schedule 5) Subject does not obligate the Sellers to Smithfield’s standard drug/alcohol employment screeningoffer transfer opportunities to any of its restaurant-level employees, physical examination, and background inquiry practices, as of the Closing Date Buyer will offer to employ (for positions substantially similar to their current employment positions)i.e., all employees employed at the level of "Restaurant General Manager" or below, who will be affected by sale of the Restaurants. Sellers specifically in connection 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 Transferred Assets, including all employees of Farmland Foods, Inc. (the “Foods Employees”)employee's performance. No less than thirty (30) days prior to Unless otherwise agreed before Closing, Sellers shall identify to Buyer the Foods Employees and shall use their commercially reasonable efforts to assure that Buyer may offer employment with respect to any or all Foods Employees. Except as provided in Section 2.4 or in this Section 7.2of Sellers' restaurant- level employees, 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 will terminate the WARN Act or any similar state law to employment of those employees at the extent such liability arises out close of or relates to a reduction in force in which a majority of the employee terminations occur prior to or business 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 day immediately prior to the Closing Date. Sellers shall defendwill directly pay all terminated employees, indemnify and hold Buyer harmless from including any liability under the WARN Act or any similar state law to the extent such liability arises out of or relates to a reduction in force in which a majority of the employee terminations occur on or prior employees hired by the Buyer (the "Hired 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 employees of the Buyer as of the Closing Date unless as a result and PHI hereby waives any violation of Buyer’s decision not Section 13.2 of the Franchise Agreement with respect to offer the Hired Employees. All claims of the employees arising out of their employment based on Smithfield’s standard drug/alcohol employment screening, physical examinationwith Sellers before the Closing Date will be the sole liability of Sellers, and background inquiry practicesSellers will indemnify the Buyer from all claims of that nature. As between Sellers and the Buyer, the Buyer shall provide assumes all claims of the Hired Employees relating to employment by the Buyer arising after the Closing Date, 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 Hired Employees' length of service and anniversary dates with the Sellers. The Sellers will furnish the Buyer a list of those Foods 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 Sellers will end on the Closing Date. Sellers will continue any employee benefit payment obligations for Hired Employees who accept such employment offer (“Hired Employees”)are on leave of absence or disabled on the Closing Date in accordance with the Sellers' or PHI's policies. Such offers of employment will No compensation increases shall be conditioned upon Closing and upon the termination of such Foods Employees’ employment with granted by Sellers immediately prior to the Effective TimeHired Employees unless expressly approved by Buyer. Buyer will not deny any increases which are reasonable and justifiable. If any of the Sellers' employees are transferred to other operations of the Sellers ("Transferred Employees"), 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 the services of some or all of the Transferred Employees (as chosen by the Buyer) for up to 90 days after the Closing. The Buyer will reimburse the Sellers for all payroll and benefit costs associated with any such loaned Transferred Employees.