Common use of Seller's Employees Clause in Contracts

Seller's Employees. Purchaser will interview and evaluate in accordance with its normal employment procedures those Persons employed as field personnel in the capacity of pumper, foreman, operator, technician, mechanic, superintendent, repairman, utility man, or other similar field classifications by Seller in connection with the Subject Properties and identified by letter of even date herewith from Seller to Purchaser who desire to be considered for employment by Purchaser, and will offer in writing employment to those Persons for whom Purchaser in its sole discretion determines a need. If Purchaser fails to offer such employment to all of such Persons, Purchaser shall not, as a result of such failure, otherwise be in default under this Agreement, but shall be required to reimburse Seller for severance benefits paid by Seller to each such Person not offered employment by Purchaser; provided, that such reimbursement shall not exceed that amount determined by multiplying each such employee's normal weekly wage by twelve (12). Persons offered employment with Purchaser will be offered employment at their current work location with compensation and benefits comparable to those provided to Purchaser's current employees performing similar tasks, or, if none, with compensation and benefits comparable to those provided by Seller Such offers shall be made prior to Closing, but shall be contingent upon the occurrence of Closing and such employment shall not commence until Closing. If any such Person employed by Purchaser is terminated by Purchaser within six (6) months of Closing, Purchaser shall pay such Person a severance benefit equal to the amount determined by multiplying each such employee's normal weekly wage by ten (10). Purchaser shall have no obligation under this Section 13.19 with respect to Persons offered employment by Purchaser pursuant to this Section 13.19 who decline such employment, except that the foregoing provisions shall apply to the extent that such Person accepts employment with Purchaser or any of its Affiliates within twelve (12) months of Closing.

Seller's Employees. Purchaser Prior to the Closing Date, the Buyer shall make employment offers to the employees on Schedule 4.25 (except those designated as having been terminated and the UK Transferring Employees to the extent an offer is not necessary under the UK Transfer Regulations) and such employment offer shall include comparable salaries, benefits (subject to applicable law and to the extent comparable benefits are offered under Buyer's current plans, without expansion, and current policies and job responsibilities and so that such employees shall retain their employment dates for purposes of accruing benefits under Buyer's benefit plans, to the extent permitted by Buyer's plans and applicable law). Notwithstanding the foregoing, it is understood that Buyer does not have and will interview not implement a severance policy and evaluate that all such offers shall be contingent on the transactions contemplated being consummated and that such employees shall agree to work on Buyer's premises and that Buyer will not pay any bonuses for any period prior to the Closing or under seller's Bonus plans. It is understood and agreed that Buyer's obligations to offer "comparable benefits" (other than with respect to the UK Transferring Employees) does not require Buyer to expand its current benefit plans or consummate new plans or enter into arrangements with other benefit providers or expand its policies to match Seller's current plans. For instance, Buyer need only offer Seller's employees $50,000 of term life insurance because that is what Buyer provides its employees and Buyer will not be required to increase that amount because Seller may offer more life insurance. Likewise, Buyer is not required to expand its bonus plans, illness policies, vacation policies and the like to meet Seller's policies and Buyer only needs to offer Seller's employees comparable plans and policies offered to Buyer's employees. It is expressly understood and agreed that Buyer need only offer Seller's employees Buyer stock options to the extent and in accordance with policies Buyer offers its normal employment procedures those Persons employed as field personnel in the capacity of pumper, foreman, operator, technician, mechanic, superintendent, repairman, utility man, or other similar field classifications employees stock options and Buyer need not offer stock options to an employee merely because such employee currently has a stock option granted by Seller. Buyer has provided Seller in connection with the Subject Properties and identified by a letter of even date herewith from Seller to Purchaser who desire to be considered for employment by Purchaser, and it will offer in writing employment to those Persons for whom Purchaser in its sole discretion determines a need. If Purchaser fails use to offer such employment employees positions and agrees to all of such Persons, Purchaser shall not, as a result of such failure, otherwise be in default under this Agreement, but shall be required to reimburse Seller for severance benefits paid abide by Seller to each such Person not offered employment by Purchaser; provided, that such reimbursement shall not exceed that amount determined by multiplying each such employee's normal weekly wage by twelve (12). Persons offered employment with Purchaser will be offered employment at their current work location with compensation and benefits comparable to those provided to Purchaser's current employees performing similar tasks, or, if none, with compensation and benefits comparable to those provided by Seller Such offers shall be made prior to Closing, but shall be contingent upon the occurrence of Closing and such employment shall not commence until Closing. If any such Person employed by Purchaser is terminated by Purchaser within six (6) months of Closing, Purchaser shall pay such Person a severance benefit equal to the amount determined by multiplying each such employee's normal weekly wage by ten (10). Purchaser shall have no obligation under this Section 13.19 with respect to Persons offered employment by Purchaser pursuant to this Section 13.19 who decline such employment, except that the foregoing provisions shall apply to the extent that such Person accepts employment with Purchaser or any of its Affiliates within twelve (12) months of Closingterms set forth therein.

Seller's Employees. Purchaser anticipates offering employment effective as of the Closing to a substantial portion of the employees of Seller (“Seller’s Employees”) on terms and conditions, including base salary, which is substantially similar to Seller’s Employees’ current base salary, and benefits which are substantially similar to similarly situated employees of Purchaser. Purchaser shall make such offers on or before the Closing Date, and conditioned upon the successful completion of the Closing. Seller makes no representation as to whether Employees will interview and evaluate in accordance accept employment with Purchaser, but Employees who accept employment with Purchaser shall be known as the “Hired Employees”. Purchaser reserves the right to implement all of its normal pre-hiring conditions and to offer employment procedures those Persons employed on such terms and conditions as field personnel in the capacity of pumper, foreman, operator, technician, mechanic, superintendent, repairman, utility man, or other similar field classifications by Seller in connection with the Subject Properties and identified by letter of even date herewith from Seller to Purchaser who desire to be considered for employment by Purchaser, and will offer in writing employment to those Persons for whom Purchaser it determines in its sole discretion determines a needdiscretion. If Purchaser fails to offer such employment to all No provision in this Agreement shall create any third party beneficiary or other right in any Person for any reason, including, without limitation, in respect of such Personscontinued, Purchaser shall not, as a result of such failure, otherwise be in default under this Agreement, but shall be required to reimburse Seller for severance benefits paid by Seller to each such Person not offered employment by Purchaser; provided, that such reimbursement shall not exceed that amount determined by multiplying each such employee's normal weekly wage by twelve (12). Persons offered employment with Purchaser will be offered employment at their current work location with compensation and benefits comparable to those provided to Purchaser's current employees performing similar tasks, or, if none, with compensation and benefits comparable to those provided by Seller Such offers shall be made prior to Closing, but shall be contingent upon the occurrence of Closing and such employment shall not commence until Closing. If any such Person employed by Purchaser is terminated by Purchaser within six (6) months of Closing, Purchaser shall pay such Person a severance benefit equal to the amount determined by multiplying each such employee's normal weekly wage by ten (10). Purchaser shall have no obligation under this Section 13.19 with respect to Persons offered employment by Purchaser pursuant to this Section 13.19 who decline such employment, except that the foregoing provisions shall apply to the extent that such Person accepts resumed or new employment with Purchaser or any Seller. The Seller shall remain liable for all Liabilities to Seller’s employees for the period prior to and through the completion of its Affiliates within twelve the Closing including those arising under Seller’s benefit and compensation plans, except as expressly reflected in the Final Working Capital Statement. Subject to the Closing occurring, Seller shall cease to employ Seller’s Employees effective as of the Closing Date, and the Purchaser shall then immediately become the employer of the Hired Employees. Purchaser agrees that it will offer employment to at least 74 of Seller’s employees at the Renville location, at least 158 of Seller’s employees at the Xxxxxxxx location, at least 62 of Seller’s employees at the California locations, and at least 56 of Seller’s employees at the Abbeville location. Purchaser shall cause each Hired Employee and his or her spouse and eligible dependents to be covered or offered coverage, effective immediately upon the Closing Date, under a group health plan maintained by Purchaser or an Affiliate of Purchaser that provides medical, prescription drugs, vision and dental benefits. Purchaser shall take such actions as are necessary to cause the employee benefit plans and compensation programs maintained by Purchaser to grant credit for each Hired Employee’s service with Seller for all purposes under such plans and programs, including, but not limited to for purposes of eligibility, benefit accrual (12) months other than benefit accruals under a defined benefit pension plan), contribution rates and for purposes of Closingdetermining the amount of, and entitlement to, benefits.

Seller's Employees. Purchaser Seller shall outsource its employees listed on SCHEDULE 8.3 hereto to Buyer. Any Seller's employees so selected by Buyer will interview and evaluate in accordance with its normal employment procedures those Persons employed dedicate all of his work time to Buyer's affairs without being considered as field personnel Buyer's employee. Notwithstanding the said, such employees will assist Seller in the capacity collection of pumper, foreman, operator, technician, mechanic, superintendent, repairman, utility man, or other similar field classifications by Seller in connection with the Subject Properties and identified by letter all accounts receivable from Seller's customers. Any resignation of even date herewith from Seller to Purchaser who desire to be considered for employment by Purchaser, and will offer in writing employment to those Persons for whom Purchaser in its sole discretion determines a need. If Purchaser fails to offer such employment to all of such Persons, Purchaser shall not, as a result of such failure, otherwise be in default under this Agreement, but shall be required to reimburse Seller for severance benefits paid by Seller to each such Person not offered employment by Purchaser; provided, that such reimbursement Seller's employee shall not exceed that amount determined by multiplying each such employeeconstitute breach of Seller's normal weekly wage by twelve (12). Persons offered employment with Purchaser will be offered employment at their current work location with compensation and benefits comparable to those provided to Purchaser's current employees performing similar tasks, or, if none, with compensation and benefits comparable to those provided by Seller Such offers shall be made prior to Closing, but shall be contingent upon the occurrence of Closing and such employment shall not commence until Closing. If any such Person employed by Purchaser is terminated by Purchaser within six (6) months of Closing, Purchaser shall pay such Person a severance benefit equal to the amount determined by multiplying each such employee's normal weekly wage by ten (10). Purchaser shall have no obligation under this Section 13.19 Section. In the event that Buyer shall decide not to receive outsourcing services of any of the employees listed on Schedule 8.3, Buyer shall provide Seller in advance and in writing with respect names of such Employee. The term of such advance notice shall not be shorter then the term of the advance notice which such employee is entitled to Persons offered receive under his employment agreement with Seller, provided, however, that Buyer shall be notified in advance by Purchaser pursuant to Seller of those Employees, whose term of the required advanced notice exceeds 30 days. Buyer shall reimburse Seller, in cash, for the full cost of the salaries and benefits, not later then the date in which such salaries and benefits shall be paid by the Seller (but not severance payments and payments in xxx of advanced notice) of the employees employed by Seller for Buyer ,plus V.A.T. during the term in which such employees are outsourced. For any payment under this Section 13.19 who decline 8.3 Seller shall issue to buyer an Invoice ("Cheshbonit Mass"). At all time Buyer is permitted to employ any of Seller's Employees. Subject to applicable cogent law, the Seller shall not grant any general or uniform increase in the rates of pay of employees of the Seller engaged in the performance of the Business, nor grant any general or uniform increase in the benefits under any bonus or pension plan or other contract or commitment to, for or with any such employmentemployees; and the Seller shall not increase the compensation payable or to become payable to any employee relating to, except that or connected with, the foregoing provisions Business, or increase any bonus, insurance, pension or other benefit plan, payment or arrangement made to, for or with any such employee. During the 24_months period following the Closing, neither Seller nor its Affiliates and any of its Major Shareholders and their respective Affiliates ("First Party"), shall apply to the extent that such Person accepts employment with Purchaser directly or indirectly solicit or encourage any officer, employee or consultant of Buyer or any of its Affiliates within twelve or subsidiaries (12"Second Party") months to leave its employment/engagement for employment/engagement by or with such First Party or any competitor of Closingthe Second Party.

Seller's Employees. Purchaser Buyer will interview and evaluate in accordance with its normal employment procedures those Persons employed as field personnel in the capacity extend offers of pumper, foreman, operator, technician, mechanic, superintendent, repairman, utility man, or other similar field classifications by Seller in connection with the Subject Properties and identified by letter of even date herewith from Seller to Purchaser who desire to be considered for employment by Purchaser, and will offer in writing employment to those Persons for whom Purchaser Seller's employees as of the Closing Date with a hire date effective as of the Closing Date (such employees are hereinafter referred to as the "Rehired Employees"), which offers shall be on terms and conditions which Buyer shall determine in its sole discretion determines discretion. Nothing contained herein shall be deemed to create in any Rehired Employee any right to be treated by Buyer as other than a neednew employee of Buyer. If Purchaser fails to offer such Seller shall terminate the employment to of all of its employees with respect to the Business as of the Closing Date and shall, except as otherwise provided herein, pay all obligations with respect to such Personsemployees, Purchaser shall notand fulfill all obligations under the applicable employee plans (including any benefits to which such employee is entitled, as a result whether pursuant to an agreement with Seller, applicable law or otherwise) in respect of such failure, otherwise be in default under this Agreement, but shall be required all periods prior to reimburse Seller for severance benefits paid by Seller to each such Person not offered employment by PurchaserClosing Date; provided, however, that if Seller provides severance for any employee who becomes a Rehired Employee, Buyer shall reimburse the amount of such reimbursement shall not exceed that amount determined by multiplying each such employee's normal weekly wage by twelve (12)severance to Seller. Persons offered employment with Purchaser will be offered employment at their current work location with compensation and benefits comparable to those provided to Purchaser's current employees performing similar tasks, orYear-end or holiday bonuses for the calendar year 2001, if noneany, with compensation due and benefits comparable owing Seller's employees shall be the responsibility of Seller only; provided, however, that to those provided by the best knowledge of Seller Such offers no such bonuses are due and owing such employees. Any and all decisions to offer employment to Rehired Employees shall be made prior to Closingby Buyer in its sole discretion, but shall be contingent upon the occurrence of Closing in compliance with all applicable laws, and such employment shall not commence until Closing. If any such Person employed by Purchaser is terminated by Purchaser within six (6) months of Closing, Purchaser shall pay such Person a severance benefit equal to the amount determined by multiplying each such employee's normal weekly wage by ten (10). Purchaser Seller shall have no obligation under responsibility for any such hiring decision nor any liability related to, or otherwise arising from Buyer's employment of any such employees. A list of the Seller's employees to whom Buyer contemplates making offers of employment is attached hereto as Schedule 6.1(a). Nothing contained in this Section 13.19 Agreement shall confer upon any employee of Seller, including any Rehired Employee, any right with respect to Persons offered continuance of employment by Purchaser pursuant Buyer, nor shall anything herein interfere with the right of Buyer to terminate the employment of any of the Rehired Employees at any time, with or without cause, or restrict Buyer in the exercise of its independent judgment in modifying any of the terms and conditions of the employment of the Rehired Employees. No provision of this Section 13.19 who decline such employmentAgreement shall create any third party beneficiary rights in any Rehired Employee, except that the foregoing provisions shall apply any beneficiary or dependents thereof, or any collective bargaining representative thereof, with respect to the extent compensation, terms and conditions of employment and benefits that such Person accepts employment with Purchaser may be provided to any Rehired Employee by Buyer or under any of its Affiliates within twelve (12) months of Closingbenefit plan which Buyer may maintain.

Seller's Employees. Purchaser will interview and evaluate in accordance with its normal employment procedures those Persons employed Subject to the condition that the Closing ------------------ hereunder occurs, Buyer shall offer to employ, as field personnel of the Effective Date, all of the employees of Seller engaged in the capacity Division's business listed on Exhibit 2.3., including employees of pumper, foreman, operator, technician, mechanic, superintendent, repairman, utility man, Seller engaged in the Division's business then on permitted leave from the employment of Seller. Such employment will be on an "at will" or other similar field classifications basis, as Buyer determines, and at time of employment, for salaries or wages reasonably determined by Buyer but in no event lower than currently enjoyed by such employees. Buyer, however, following commencement of employment of such employees, shall have the right to change or modify such employees' compensation as it deems appropriate. Buyer 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 the Division's employees who fail to accept such employment offer, except that Buyer agrees to assume Seller's Obligation for accrued but unused vacation and sick time of the Division's employees accepting employment with Buyer immediately following Closing. Buyer shall assume Obligations for severance pay and other termination benefit liabilities incurred by Seller in connection with resulting from the Subject Properties and identified by letter termination of even date herewith from Seller to Purchaser who desire to be considered for employment by Purchaser, and will offer in writing employment to those Persons for whom Purchaser in its sole discretion determines a need. If Purchaser fails to offer such employment to all of such Persons, Purchaser shall not, as a result of such failure, otherwise be in default under this Agreement, but shall be required to reimburse Seller for severance benefits paid by Seller to each such Person not offered employment by Purchaser; provided, that such reimbursement shall not exceed that amount determined by multiplying each such employee's normal weekly wage by twelve (12). Persons offered employment with Purchaser will be offered employment at their current work location with compensation and benefits comparable to those provided to Purchaser's current employees performing similar tasks, or, if none, with compensation and benefits comparable to those provided by Seller Such offers shall be made prior to Closing, but shall be contingent upon the occurrence of Closing and such employment shall not commence until Closing. If any such Person employed employee who is hired by Purchaser is Buyer and then terminated by Purchaser Buyer within six (6) months months. Within at least thirty (30) days of Closingthe Closing Date, Purchaser Seller shall pay such Person a severance benefit equal provide to Buyer accurate and complete copies of the personnel records of the Division's employees engaged in the Division's business. Seller shall be responsible for compliance with all Laws related to the amount determined termination by multiplying each Seller of Seller's employees. Seller shall cooperate with Buyer's efforts to employ and retain any such employee's normal weekly wage by ten (10). Purchaser shall have no obligation under this Section 13.19 with respect to Persons offered employment by Purchaser pursuant to this Section 13.19 who decline such employment, except that the foregoing provisions shall apply to the extent that such Person accepts employment with Purchaser or any of its Affiliates within twelve (12) months of Closingemployees.

Seller's Employees. Purchaser will interview and evaluate in accordance with its normal employment procedures those Persons employed by Seller as field personnel in the capacity of pumper, foreman, operator, technician, mechanic, superintendent, repairman, utility man, or other similar field classifications by Seller in connection with the Subject Properties and (such Persons being identified by in a letter of even date herewith from Seller to Purchaser Purchaser) who may desire to be considered for employment by Purchaser, and Purchaser will offer in writing employment to those Persons for whom Purchaser in its sole discretion determines a need. If Purchaser fails to offer such employment to all of such Persons, as provided below, Purchaser shall not, as a result of such failure, otherwise be in default under this Agreement, but shall be required to reimburse Seller for severance benefits paid by Seller to each such Person not offered employment by Purchaser; provided, that such reimbursement shall not exceed that amount determined by multiplying each such employee's normal weekly wage by twelve (12). Persons offered employment with Purchaser will be offered employment at their current work location at whatsoever wages may be determined by Purchaser and Purchaser's customary benefits. For persons hired by Purchaser, Purchaser will (i) give all such Persons credit for years of employment with compensation Seller or its Affiliates, and benefits comparable to those provided (ii) waive or cause the waiver of all waiting periods required before new employees of Purchaser are normally entitled to Purchaser's current employees performing similar tasksemployee benefits of any and all nature, oror make other accommodations equivalent to such a waiver. If Purchaser offers a job to such Person or Persons (a) at the same wages which that Person currently receives from Seller and on the other terms and conditions described in the immediately preceding sentence, if noneregardless of whether such Persons accepts employment with Purchaser, Purchaser shall have no severance obligation with compensation respect to that Person under this Agreement, except as specifically set forth below; and benefits comparable (b)at less than the terms or conditions described in the immediately preceding two sentences or at lower wages than currently being received from Seller, and such Persons accept the offered employment, then Purchaser shall pay to those provided by Seller Such at Closing an amount equal to four weeks wages of the normal wages for each such Person. All offers shall be made prior to Closing, but shall be contingent upon the occurrence of Closing and such employment shall not commence until Closing. If any such Person employed by Purchaser is terminated by Purchaser within six (6) months of Closing, except for cause, Purchaser shall pay such Person a severance benefit equal to the amount determined by multiplying each such employee's normal weekly wage by ten (10). Purchaser shall have no obligation under this Section 13.19 13.20 with respect to Persons offered employment by Purchaser pursuant to this Section 13.19 13.20 who decline such employment, except that the foregoing provisions of this Section 13.20 shall apply to the extent that such Person accepts employment with Purchaser or any of its Affiliates within twelve (12) months of Closing. Without the express written permission of Seller, Purchaser shall not consider for employment, solicit or contact employees of either Seller for the purpose of hiring same unless such Persons are identified in the letter from Seller to Purchaser identified in this Section 13.20.

Seller's Employees. Purchaser (a) As of the Closing, Buyer shall offer at will interview and evaluate in accordance with its normal employment procedures those Persons employed as field personnel in the capacity of pumper, foreman, operator, technician, mechanic, superintendent, repairman, utility man, or other similar field classifications by Seller in connection with the Subject Properties and identified by letter of even date herewith from Seller to Purchaser who desire to be considered for employment by Purchaser, and will offer in writing employment to those Persons for whom Purchaser in its sole discretion determines a need. If Purchaser fails to offer such employment to all of such PersonsRestaurant Employees and Corporate Employees who are employed by Sellers on the Closing Date (collectively, Purchaser shall not, as a result of such failure, otherwise be in default under this Agreement, but the “Employees”) except for the Employees set forth on Schedule 7.3(a) hereof (which Schedule 7.3(a) shall be required delivered by Buyer to reimburse Seller Sellers no later than 5 days prior to the hearing to approve the disclosure statement in the case of a Non-Auction Plan Sale, or 10 days after Buyer is declared the winning bidder in the case of an Auction Sale), for the same or substantially the same position as the Employee held at the date hereof and for the same compensation as received by the Employees as of the date hereof and with the same benefits (other than severance benefits paid by Seller to each such Person not offered employment by Purchaser; provided, that such reimbursement shall not exceed that amount determined by multiplying each such employee's normal weekly wage by twelve (12). Persons offered employment with Purchaser will be offered employment at their current work location with compensation and benefits comparable to those provided to Purchaser's current employees performing similar tasks, or, if none, with compensation and benefits comparable to those provided by Seller Such offers shall be made prior to Closing, but shall be contingent upon the occurrence of Closing and such employment shall not commence until Closing. If any such Person employed by Purchaser is terminated by Purchaser within six (6) months of Closing, Purchaser shall pay such Person a severance benefit equal to the amount determined by multiplying each such employee's normal weekly wage by ten (10). Purchaser shall have no obligation under this Section 13.19 with respect to Persons offered employment by Purchaser pursuant to this Section 13.19 who decline such employment, except that the foregoing provisions shall apply to the extent that such Person accepts employment Employee’s severance is specified below) available to similarly situated employees of Buyer and shall hire such Employees who accept Buyer’s offer. Within three (3) days of delivery by Buyer of Schedule 7.3(a) to Sellers, Sellers shall deliver any notices that are required to comply with Purchaser the WARN Act or any similar Law. Buyer will indemnify and hold Sellers harmless from all liabilities under the WARN Act or any similar Laws, including liabilities caused by the time period between the date Sellers are required to deliver the notices pursuant to the previous sentence and the Closing Date being insufficient to comply with the requisite period of notice under the WARN Act or similar Laws (including attorneys fees and all other related legal costs), arising from Buyer’s implementation of its Affiliates hiring plans in connection with the transactions contemplated by this Agreement, other than liabilities that could have been avoided had Sellers delivered such notices within twelve (12the time period set forth in the previous sentence. Buyer shall have no obligation for any severance payments due to any Employee who does not accept Buyer’s offer of employment, provided that such offer of employment is made consistent with the provisions in this Section 7.3(a), or who accepts Buyer’s offer of employment and is subsequently terminated other than as set forth in Section 7.3(b) months of Closingbelow.

Seller's Employees. Purchaser will interview and evaluate in accordance with its normal employment procedures those Persons employed as field personnel in the capacity of pumper, foreman, operator, technician, mechanic, superintendent, repairman, utility man, or other similar field classifications by Seller in connection with the Subject Properties and identified by letter of even date herewith from Seller Buyer has agreed to Purchaser who desire to be considered for employment by Purchaser, and will offer in writing employment to those Persons for whom Purchaser in its sole discretion determines a need. If Purchaser fails employees of Seller listed on Schedule 2.2, and those employees who accept Buyer’s offer of employment are referred to herein as the “Hired Employees.” The parties acknowledge and agree that other than with respect to the employees set forth on Schedule 2.2, Buyer has no obligation hereunder or otherwise to offer such employment to all any employees of such PersonsSeller and Buyer shall have no responsibility for any employees of Seller other than post-Closing obligations with respect to the Hired Employees. Buyer is not assuming and shall have no obligations with respect to any Liabilities of Seller in relation to Seller’s current or former employees, Purchaser shall not, as a result of such failure, otherwise be in default under this Agreement, but shall be required to reimburse Seller for severance including any compensation or employee benefits paid provided by Seller to each any such Person not offered employment by Purchaser; providedemployees, that such reimbursement other than the Hired Employees. Without limiting the foregoing, Buyer shall not exceed that amount determined by multiplying each such employee's normal weekly wage by twelve (12). Persons offered employment with Purchaser will be offered employment at their current work location with compensation have any liability for any run-out claims under any of Seller’s benefit plans or programs and benefits comparable to those provided to Purchaser's current employees performing similar tasks, or, if none, with compensation and benefits comparable to those provided by Seller Such offers shall be made prior to Closing, but shall be contingent upon the occurrence of Closing and such employment shall not commence until Closingbe liable for any funding obligations related to any Seller retirement plan. If any such Person employed by Purchaser is terminated by Purchaser within six (6) months of Closing, Purchaser shall pay such Person a severance benefit equal to the amount determined by multiplying each such employee's normal weekly wage by ten (10). Purchaser Buyer shall have no obligation obligations as a successor employer under this Section 13.19 any multi-employer retirement or welfare plan. As such, Seller shall remain solely responsible for, and shall satisfy in the ordinary course of business, any and all Liabilities of Seller to or in relation to its current and former employees, other than the Hired Employees, including with respect to Persons offered compensation, employee benefits, unemployment benefits, or severance provided, payable, or claimed to be owing to such employees with respect to their employment by Purchaser pursuant to Seller. All such Liabilities described in this Section 13.19 who decline such employment2.2, except that the foregoing provisions shall apply with respect to the extent that such Person accepts Hired Employees, shall constitute Excluded Liabilities within the meaning of this Agreement. Notwithstanding anything contained herein to the contrary, (i) except as set forth in Section 7.4 with respect to the Transition Period, Seller shall not have any Liability for any obligations arising out of or with respect to Buyer’s employment of the Hired Employees on or after the Closing Date; and (ii) Buyer shall not have any Liability for any obligations arising out of or with Purchaser or any respect to Seller’s employment of its Affiliates within twelve (12) months of Closingthe Hired Employees before the Closing Date.

Seller's Employees. Prior to the Closing Date, and assuming this Agreement is not terminated as earlier provided herein, Seller shall provide Purchaser evidence of compliance with all federal, state and local laws for which Seller has assumed responsibility of compliance under this Agreement, including, without limiting the foregoing, the Worker Adjustment and Retraining Notification Act (the "WARN Act"), the Consolidated Omnibus Budget Reconciliation Act of 1985, and all other applicable federal, state and local laws. Seller agrees to defend, indemnify and hold Purchaser harmless from and against any claims, demands or liabilities arising out of Seller's failure to comply with any such federal, state or local laws. Notwithstanding the two preceding sentences, if the Closing occurs within the sixty (60) day notice period provided under the WARN Act, Seller's employees will interview remain employees of Seller through the sixtieth (60th) day of the notice period, but Purchaser shall assume responsibility for reimbursing Seller for the cost of (1) Seller's active employees to whom Purchaser extends offers of employment, and evaluate in accordance with its normal employment procedures those Persons employed as field personnel in the capacity of pumper, foreman, operator, technician, mechanic, superintendent, repairman, utility man, or other similar field classifications by Seller in connection with the Subject Properties and identified by letter of even date herewith from Seller to Purchaser (2) Seller's employees who desire to be considered for are neither offered employment by Purchaser, Purchaser nor offered continued employment by Seller. Such reimbursable costs shall be limited to such active employees' current wages and will offer in writing employment to those Persons for whom Purchaser in its sole discretion determines a needbenefits from the day after the Closing Date through the sixtieth (60th) day of the notice period. If Purchaser fails to offer comply with the preceding two sentences, Purchaser agrees to defend, indemnify and hold Seller harmless from and against any claims, demands or liabilities arising out of Purchaser's failure to do so. Seller shall continue to be responsible for paying Seller's active employees to whom Purchaser does not extend offers of employment and who are offered continued employment by Seller such employees' current wages and benefits from the day after the Closing Date through the sixtieth (60th) day of the notice period. Further, if the Closing occurs within the sixty (60) day notice period provided under the WARN Act, Purchaser agrees to defend, indemnify and hold Seller harmless from and against any claims, demands or liabilities arising from the employment of those of Seller's employees to whom Purchaser offered employment or who are under the supervision of Purchaser from the day after the Closing Date through the sixtieth (60th) day of the notice period. Seller and Purchaser shall cooperate to send, contemporaneous with Seller's written notice to all of its employees under the WARN Act, memoranda to Seller's employees regarding the impending transaction and Purchaser's offer of employment to those employees of Seller to whom Purchaser decides to offer employment, no later than October 1, 1999. These memoranda shall inform Seller's employees of at least the following information: that Seller has entered into an agreement to sell the Property to Purchaser; that such Personsemployees' employment with Seller will be terminated (with estimated potential dates of the termination); that Purchaser intends to continue operating the Property following the Closing; and that Purchaser presently anticipates that it will offer employment to most employees of Seller who are employed at the Property. IN AGREEMENT, the parties hereto have executed this Agreement as of September 28, 1999, said date being the Contract Date referred to in this Agreement. SELLER: THE LAMAUR CORPORATION By: /s/ __________________________________ Its_____________________________ PURCHASER: TIRO INDUSTRIES, INC. By: /s/ __________________________________ Its_____________________________ JOINDER BY ESCROW AGENT The undersigned hereby joins in the foregoing Purchase and Sale Agreement for the purposes of being bound by the terms thereof relating to the Xxxxxxx Money and of agreeing to perform its obligations thereunder as Escrow Agent with respect thereto. The sole duties of Escrow Agent under the Agreement shall be those described therein, and Escrow Agent shall be under no obligation to determine whether the other parties hereto are complying with any requirements of law or the terms and conditions of any other agreements among the parties. Escrow Agent may conclusively rely upon, and shall be protected in acting upon, any notice, consent, order or other document believed by it to be genuine and to have been signed or presented by the proper party or parties, consistent with reasonable due diligence on Escrow Agent's part. Escrow Agent shall have no duty or liability to verify any such notice, consent, order or other document, and its sole responsibility shall be to act as expressly set forth in the Agreement. If any dispute arises with respect to the disbursement of any monies held by Escrow Agent pursuant to the Agreement, Escrow Agent may continue to hold the same or deposit the same in court pending resolution of such dispute, and the other parties hereto hereby indemnify and hold harmless Escrow Agent from any such action taken by it in good faith in the execution of its duties hereunder. The parties to the Agreement agree that there may exist a potential conflict of interest between the duties and obligations of Escrow Agent pursuant to the Agreement and as insurer of the title to the Property. Seller and Purchaser shall not, acknowledge such potential conflict and agree not to make any claim against Escrow Agent alleging conflict of interest arising as a result of such failure, otherwise be the exercise of its duties under the Agreement and in default under this Agreement, but shall be required determining whether it can give its irrevocable commitment to reimburse Seller for severance benefits paid by Seller to each such Person not offered employment by Purchaser; provided, that such reimbursement shall not exceed that amount determined by multiplying each such employee's normal weekly wage by twelve (12). Persons offered employment with Purchaser will be offered employment at their current work location with compensation and benefits comparable to those provided to insure Purchaser's current employees performing similar taskstitle. Dated: __________________, or1999. COMMERCIAL PARTNERS TITLE, if none, with compensation and benefits comparable to those provided by Seller Such offers shall be made prior to Closing, but shall be contingent upon the occurrence of Closing and such employment shall not commence until Closing. If any such Person employed by Purchaser is terminated by Purchaser within six (6) months of Closing, Purchaser shall pay such Person a severance benefit equal to the amount determined by multiplying each such employee's normal weekly wage by ten (10). Purchaser shall have no obligation under this Section 13.19 with respect to Persons offered employment by Purchaser pursuant to this Section 13.19 who decline such employment, except that the foregoing provisions shall apply to the extent that such Person accepts employment with Purchaser or any of its Affiliates within twelve (12) months of Closing.LLC By________________________________________ Its__________________________________

Seller's Employees. Purchaser will interview The Buyer shall extend offers of employment to (i) all store-level employees at the Acquired Stores and evaluate at the Non-Acquired Stores as may be necessary to fulfil its obligations under the Management Agreement and (ii) those other employees of Seller which Buyer identifies within thirty (30) days after the date hereof, in accordance with its normal each case, at or prior to the Closing Date. The Buyer presently intends to extend offers of employment procedures those Persons employed as field personnel in the capacity to substantially all other employees of pumperSeller, foreman, operator, technician, mechanic, superintendent, repairman, utility man, or but shall have no obligation to employ such other similar field classifications by employees of Seller in connection with or after the Subject Properties transactions contemplated hereby. Seller shall be solely responsible for the payment of all salaries and identified wages, severance pay, vacation pay and other benefits accrued and due to its employees through the Closing Date or the date of their termination by letter of even date herewith from Seller to Purchaser who desire to be considered for employment by Purchaser, and will offer in writing employment to those Persons for whom Purchaser in its sole discretion determines a need. If Purchaser fails to offer such employment to all of such Persons, Purchaser shall notSeller, as a result applicable. After the Closing Date, Buyer may negotiate with and hire any other employees of such failureSeller who are no longer employed by the Seller or the acquiring party of the Seller's assets (if not the Buyer), otherwise be in default under this AgreementPROVIDED, but shall be required to reimburse THAT, if Buyer hires, retains or employs any employee of Seller for severance benefits paid (other than those currently designated by Seller to each such Person not offered employment by Purchaser; provided, that such reimbursement shall not exceed that amount determined by multiplying each such employee's normal weekly wage by twelve (12). Persons offered employment with Purchaser will be offered employment at their current work location with compensation and benefits comparable to those provided to Purchaser's current employees performing similar tasks, or, if none, with compensation and benefits comparable to those provided by Seller Such offers shall be made prior to Closing, but shall be contingent upon the occurrence of Closing and such employment shall not commence until Closing. If as Vice Presidents or any such Person employed by Purchaser is terminated by Purchaser higher category) within six (6) months of Closing, Purchaser shall pay such Person a severance benefit equal to the amount determined by multiplying each such employee's normal weekly wage termination by ten 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 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 (10including any severance arrangements). Purchaser , and Buyer shall not assume, and shall have no obligation under this Section 13.19 with respect to Persons offered employment by Purchaser pursuant to this Section 13.19 who decline such employmentliability whatsoever for, except that the foregoing provisions shall apply to the extent that such Person accepts employment with Purchaser 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 its Affiliates within twelve (12) months of ClosingSeller are or were entitled.

Seller's Employees. Purchaser (a) Subject to Smithfield's standard drug/alcohol employment screening, physical examination, and background inquiry practices, as of the Closing Date Buyer will interview and evaluate in accordance with its normal offer to employ (for positions substantially similar to their current employment procedures those Persons positions), all employees employed as field personnel in the capacity of pumper, foreman, operator, technician, mechanic, superintendent, repairman, utility man, or other similar field classifications by Seller Sellers specifically in connection with the Subject Properties 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 identified by letter of even date herewith from Seller shall use their commercially reasonable efforts to Purchaser who desire to be considered for employment by Purchaser, and will assure that Buyer may offer in writing employment to those Persons 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 whom Purchaser 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 its sole discretion determines force in which a need. If Purchaser fails majority of the employee terminations occur prior to offer such employment to all of such Persons, Purchaser shall not, or on the Closing Date as a result of such failureBuyer's decision not to offer employment based on Smithfield's standard drug/alcohol employment screening, otherwise be in default under this Agreementphysical examination, but shall be required to reimburse Seller for severance benefits paid by Seller to each such Person not offered employment by Purchaser; provided, that such reimbursement shall not exceed that amount determined by multiplying each such employee's normal weekly wage by twelve (12). Persons offered employment with Purchaser will be offered employment at their current work location with compensation and benefits comparable to those provided to Purchaser's current employees performing similar tasks, or, if none, with compensation and benefits comparable to those provided by Seller Such offers shall be made prior to Closing, but shall be contingent upon the occurrence of Closing and such employment shall not commence until Closing. If any such Person employed by Purchaser is terminated by Purchaser within six (6) months of Closing, Purchaser shall pay such Person a severance benefit equal background inquiry practices or subsequent to the amount determined by multiplying each such employee's normal weekly wage by ten (10)Closing Date. Purchaser Sellers shall have no obligation defend, indemnify and hold Buyer harmless from any liability under this Section 13.19 with respect to Persons offered employment by Purchaser pursuant to this Section 13.19 who decline such employment, except that the foregoing provisions shall apply WARN Act or any similar state law to the extent that such Person accepts 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 Purchaser or any of its Affiliates within twelve (12) months of ClosingSellers immediately prior to the Effective Time.

Seller's Employees. Purchaser will eStara shall have the right to interview and evaluate offer employment, such employment to commence immediately after the Closing, to all persons employed in accordance ITXC's eCommerce Business as of the date hereof. It is understood that eStara is under no obligation to hire any of such employees. To the extent that eStara hires any of such employees in its sole discretion (the "Hired Employees"), (i) such employment shall be on an at-will basis, (ii) eStara shall provide such Hired Employees with its normal benefits pursuant to eStara's benefit plans and policies, which benefits shall commence effective as of the Closing Date or the date of hire, and (iii) eStara shall require such Hired Employees, as a condition of employment, to acknowledge in writing to Sellers that such Hired Employees are not entitled to any severance from Sellers or eStara. With respect to employee pension, welfare and fringe benefits provided by eStara to Hired Employees, and subject to any terms, conditions or restrictions in eStara's benefit plans which prohibit such actions, (i) service with Sellers credited as service for purposes of the Sellers' plans, policies, programs, and arrangements shall be recognized for purposes of participation, eligibility, vesting and benefit accrual under eStara's plans, policies, programs, and arrangements and (ii) eStara shall waive all waiting periods and pre-existing condition requirements under any plans that have any such requirements or restrictions. Sellers shall terminate all Hired Employees on or prior to the Closing Date. Sellers shall deliver employment procedures those Persons employed as field personnel in records and files for all Hired Employees to eStara to the capacity extent permitted by law. For a period of pumpertwo years from the Closing Date, foreman, operator, technician, mechanic, superintendent, repairman, utility man, Sellers will not solicit any Hired Employee or other similar field classifications employee employed by Seller or otherwise engaged to perform services for eStara in connection with the Subject Properties operation of ITXC's eCommerce Business; provided that nothing herein shall preclude Sellers from making general solicitations or soliciting any Person who has been dismissed as an employee of eStara. Notwithstanding any provision herein to the contrary, except for the Assumed Liabilities and identified by letter of even date herewith from Seller to Purchaser who desire to be considered as otherwise set forth in this Section, Sellers are solely responsible for employment by Purchaserdefending, and will offer in writing for any liabilities for, any claims arising out of the employment or termination of employment of the Sellers' employees by Sellers and for any salary, wages, overtime, bonuses, incentives, health care insurance and benefits, retirement benefits, pension benefits or similar employment-related payments or benefits of the Sellers' employees accruing or arising prior to those Persons the consummation of the Closing. eStara shall assume liability and have sole responsibility for whom Purchaser in its sole discretion determines a need. If Purchaser fails to offer such all claims arising out of eStara's employment to all of such Persons, Purchaser shall not, as a result the Hired Employees after the first date of such failure, otherwise be in default under this Agreement, but shall be required to reimburse Seller for severance benefits paid by Seller to each such Person not offered employment by Purchaser; provided, that such reimbursement shall not exceed that amount determined by multiplying each such employee's normal weekly wage by twelve (12). Persons offered employment with Purchaser will be offered employment at their current work location with compensation eStara and for all vacation, benefits, salary, wages, overtime, bonuses, incentives, health care insurance and benefits, retirement benefits, pension benefits comparable to those provided to Purchaser's current employees performing and other similar tasks, or, if none, with compensation and employment-related payments or benefits comparable to those provided by Seller Such offers shall be made prior to Closing, but shall be contingent upon of the occurrence of Closing and such employment shall not commence until Closing. If any such Person employed by Purchaser is terminated by Purchaser within six (6) months of Closing, Purchaser shall pay such Person a severance benefit equal to Hired Employees accruing or arising from the amount determined by multiplying each such employee's normal weekly wage by ten (10). Purchaser shall have no obligation under this Section 13.19 with respect to Persons offered employment by Purchaser pursuant to this Section 13.19 who decline such employment, except that the foregoing provisions shall apply to the extent that such Person accepts Hired Employees' employment with Purchaser or any eStara after the first date of its Affiliates within twelve (12) months of Closing.employment with eStara

Seller's Employees. Purchaser will interview and evaluate in accordance with its normal employment procedures those Persons employed by Seller as field personnel in the capacity of pumper, foreman, operator, technician, mechanic, superintendent, repairman, utility man, or other similar field classifications by Seller in connection with the Subject Properties and (such Persons being identified by in a letter of even date herewith from Seller to Purchaser Purchaser) who may desire to be considered for employment by Purchaser, and Purchaser will offer in writing employment to those Persons for whom Purchaser in its sole discretion determines a need. If Purchaser fails to offer such employment to all of such Persons, as provided below, Purchaser shall not, as a result of such failure, otherwise be in default under this Agreement, but shall be required to reimburse Seller for severance benefits paid by Seller to each such Person not offered employment by Purchaser; provided, that such reimbursement shall not exceed that amount determined by multiplying each such employee's normal weekly wage by twelve (12). Persons offered employment with Purchaser will be offered employment at their current work location at whatsoever wages may be determined by Purchaser and Purchaser's customary benefits. For persons hired by Purchaser, Purchaser will (i) give all such Persons credit for years of employment with compensation Seller or its Affiliates, and benefits comparable to those provided (ii) waive or cause the waiver of all waiting periods required before new employees of Purchaser are normally entitled to Purchaser's current employees performing similar tasksemployee benefits of any and all nature, or, if none, with compensation and benefits comparable or make other accommodations equivalent to those provided by Seller Such offers shall be made prior to Closing, but shall be contingent upon the occurrence of Closing and such employment shall not commence until Closinga waiver. If any Purchaser offers a job to such Person employed by Purchaser is terminated by Purchaser within six or Persons (6a) months at the same wages which that Person currently receives from Seller and on the other terms and conditions described in the immediately preceding sentence, regardless of Closingwhether such Persons accepts employment with Purchaser, Purchaser shall pay such Person a severance benefit equal to the amount determined by multiplying each such employee's normal weekly wage by ten (10). Purchaser shall have no severance obligation under this Section 13.19 with respect to that Person under this Agreement, except as specifically set forth below; and (b)at less than the terms or conditions described in the immediately preceding two sentences or at lower wages than currently being received from Seller, and such Persons accept the offered employment by Purchaser pursuant to this Section 13.19 who decline such employment, except that then Purchaser shall pay to Seller at Closing an amount equal to four weeks wages of the foregoing provisions normal wages for each such Person. All offers shall apply to the extent that such Person accepts employment with Purchaser or any of its Affiliates within twelve (12) months of Closing.be

Seller's Employees. Purchaser will interview and evaluate in accordance with its normal employment procedures those Persons employed as field personnel in the capacity of pumper, foreman, operator, technician, mechanic, superintendent, repairman, utility man, or other similar field classifications by recognizes that Seller in connection with the Subject Properties and identified by letter of even date herewith from Seller intends to Purchaser who desire to be considered for employment by Purchaser, and will offer in writing employment to those Persons for whom Purchaser in its sole discretion determines a need. If Purchaser fails to offer such employment to terminate all of such Persons, the Employees at Closing. Purchaser shall not, as a result of such failure, otherwise be in default under this Agreementmay, but shall be required have no obligation to, offer employment to reimburse Seller for severance benefits paid any or all of Seller’s employees who are employed by Seller to each such Person not offered employment by Purchaser; provided, as of the date of this Agreement (the “Employees”) on any terms that such reimbursement shall not exceed that amount determined by multiplying each such employee's normal weekly wage by twelve (12). Persons offered employment with Purchaser will be offered employment at their current work location with compensation and benefits comparable to those provided to Purchaser's current employees performing similar tasks, or, if none, with compensation and benefits comparable to those provided by Seller Such offers shall be made prior to Closing, but shall be contingent upon the occurrence of Closing and such employment shall not commence until Closingemployee deem mutually acceptable. If any such Person employed by Purchaser is terminated by Purchaser within six (6) months of Prior to the Closing, Purchaser shall pay have the right to contact any or all of the Employees for the purposes of making offers of employment with Purchaser after the Closing and receiving written acceptances of such Person a severance benefit equal to employment (in each case contingent on consummation of the amount determined transactions contemplated by multiplying each such employee's normal weekly wage by ten (10this Agreement). Purchaser shall not be obligated to hire any Employee unless an offer of employment is made to, and accepted by, such Employee; in addition, Purchaser shall have no obligation under to hire any Employees of Seller after the Closing. It is expressly agreed and understood that neither Purchaser nor Seller has any right, power or authority to control, direct or regulate the labor relations and human resources policies and procedures of the other, that neither is deemed to constitute the agent or representative of the other and that neither is liable in any manner whatsoever for the acts or omissions of the other, its agents, representatives or employees. All of Seller’s present or former employees which Purchaser elects to hire, if any, will be deemed to constitute “new hires” of Purchaser. For the avoidance of doubt, and notwithstanding anything in this Section 13.19 with respect to Persons offered employment by Purchaser pursuant to this Section 13.19 who decline such employment, except Agreement that the foregoing provisions shall apply might be construed or asserted to the extent that such Person accepts contrary, Seller shall retain any and all liabilities, responsibilities and obligations in any way arising from or relating to Seller’s employment with Purchaser or treatment of the Employees, including, without limitation, any and all liabilities, responsibilities and notice or other obligations under the federal Worker Adjustment and Retraining Notification (WARN) Act or any similar state or local law, or otherwise, relating to Seller’s termination of its Affiliates within twelve (12) months the employment of Closingany Employees, and Purchaser shall not under any circumstance be responsible for any such liabilities, responsibilities or obligations.