Common use of Seller's Employees Clause in Contracts

Seller's Employees. (a) Purchaser shall deliver to 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 ("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 a 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 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 prevent any employee from accepting employment with Purchaser (for instance, Seller shall not disparage Purchaser or the Acquired Division, their respective employees or management, or their respective business plans). 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 (collectively, "Employee Benefit Plans"). Purchaser shall have no responsibility for any Accrued Consideration and Benefits. However, Purchaser agrees to use commercially reasonable efforts to 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 other 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). However, 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 ss.401(k) plan and health insurance benefits. Purchaser shall adopt a vacation and sick leave plan substantially similar to that applicable to Seller's employees prior to the Initial 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 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 Hired Employees that Purchaser actually hires, and (ii) if such health insurance benefits exclude pre-existing conditions.

Seller's Employees. (a) Purchaser shall deliver to Seller Attached as Schedule 5.1(a) is a list, on the Initial Closing Date on Schedule 6.8-1, list of those employees of Seller operating within the PPS Business to whom it Purchaser intends to extend offers of employment ("“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 a 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 terms, including compensation and benefits, as such employees had with Seller immediately prior to the Final Closing DateEffective Time as disclosed to Purchaser on Schedule 3.16. 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 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 prevent any employee from accepting employment with Purchaser (for instance, Seller shall not disparage Purchaser or the Acquired Division, their respective employees or management, or their respective business plans). 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 (collectively, "Employee Benefit Plans"). Purchaser shall have no responsibility for any Accrued Consideration and Benefitskind. However, Purchaser agrees to use commercially reasonable efforts to 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 other 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). However, Purchaser will not be required to establish or adopt any employee benefit plan or policy to accommodate Seller's employeesthe Hired Employees. Purchaser shall take commercially reasonable steps to waive any applicable waiting period and pre-existing condition exclusions related to any newly established ss.401(k401(k) plan and health insurance benefits. Purchaser shall adopt a vacation and sick leave plan substantially similar to that applicable to Seller's employees prior to the Initial Closing Date. Purchaser is not, benefits and shall not be deemed use commercially reasonable efforts 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 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 cause the Hired Employees that Purchaser actually hires, and (ii) if such their dependents to be eligible to participate in one of Purchaser’s group health insurance benefits exclude pre-existing conditionsplans effective as of the Closing Date.

Seller's Employees. (a) Purchaser shall deliver to Seller a list, on within five (5) Business Days after the Initial Closing Date date hereof on Schedule 6.8-16.7(a)-1, of those employees to whom it intends to extend offers of employment ("“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 a 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 terms, including compensation and benefits, as such employees had with Seller immediately prior to the Final Closing Effective Date. If Purchaser determines; provided, during the Transition Periodhowever, that it does not wish with respect to extend, or that it wishes benefits provided by Purchaser to rescind, an offer of employment to one or more the Hired Employees, then Purchaser shall only be responsible for paying any and all severance and other payments obligated to provide such Hired Employees with benefits substantially similar to those that have accrued or will accrue from and after the Initial Closing Date 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 hereinPurchaser 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 or Purchaser, the Acquired DivisionDivision or any Production Asset, their respective employees or management, or their respective business plans). 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 (collectively, "“Employee Benefit Plans"”). Purchaser shall have no responsibility for any Accrued Consideration 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 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 other 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). However, Purchaser will not be required to establish or adopt any employee benefit plan or policy to accommodate Seller's ’s employees. Purchaser shall take commercially reasonable steps to waive any applicable waiting period and pre-existing condition exclusions related to any newly established ss.401(k401(k) plan and health insurance benefits. Purchaser benefits and shall adopt a vacation use commercially reasonable efforts to cause any Hired Employee and sick leave plan substantially similar their dependents to that applicable be eligible to Seller's employees prior to participate in one of Purchaser’s group health plans effective as of the Initial 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 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 Hired Employees that Purchaser actually hires, and (ii) if such health insurance benefits exclude pre-existing conditions.

Seller's Employees. Sellers' policy on refranchising (aa copy of which is attached as Schedule 5) Purchaser shall deliver does not obligate the Sellers to Seller a listoffer transfer opportunities to any of its restaurant-level employees, i.e., all employees at the level of "Restaurant General Manager" or below, who will be affected by sale of the Restaurants. Sellers will seek to provide opportunities for employees to remain with Sellers but such employment is not guaranteed and will depend on Sellers' assessment of its business needs as well as the Initial Closing Date on Schedule 6.8employee's performance. Unless otherwise agreed before Closing, with respect to any of Sellers' restaurant-1level employees, Sellers will terminate the employment of those employees to whom it intends to extend offers at the close of employment business on the Closing Date. Sellers will directly pay all terminated employees, including any of the employees hired by the Buyer (the "Hired Employees"). The Parties recognize that certain other ) 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 Seller may be needed to perform certain services during all or part the Buyer as of the Transition Period, and a list of those employees shall be delivered to Seller by Purchaser on day following the Initial Closing Date on Schedule 6.8-2 ("Transition Employees"). With respect to and PHI hereby waives any violation of Section 13.2 of the Transition Employees, Purchaser shall be responsible for offering and paying any "stay" bonus Franchise Agreement with respect to the Transition Period if and to Hired Employees. All claims of the extent that Purchaser determines to pay any "stay" bonusemployees arising out of their employment with Sellers before the Closing Date will be the sole liability of Sellers, and Seller Sellers will indemnify the Buyer from all claims of that nature. As between Sellers 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 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 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 are on leave of absence or disabled on the Closing Date in accordance with the Sellers' or PHI's policies. No compensation increases 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 granted by Sellers to the Hired 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 substantially refranchising, the same terms as such employees had with Seller immediately prior Sellers will (upon request by the Buyer) use their reasonable best efforts to provide to the Final Closing Date. If Purchaser determines, during Buyer the Transition Period, that it does not wish services of some or all of the Transferred Employees (as chosen by the Buyer) for up 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 90 days after the Initial Closing Date that may be due as a result of Closing. The Buyer will reimburse 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 prevent Sellers for all payroll and benefit costs associated with any employee from accepting employment with Purchaser (for instance, Seller shall not disparage Purchaser or the Acquired Division, their respective employees or management, or their respective business plans). 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 (collectively, "Employee Benefit Plans"). Purchaser shall have no responsibility for any Accrued Consideration and Benefits. However, Purchaser agrees to use commercially reasonable efforts to 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 other 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). However, 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 ss.401(k) plan and health insurance benefits. Purchaser shall adopt a vacation and sick leave plan substantially similar to that applicable to Seller's employees prior to the Initial 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 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 Hired Employees that Purchaser actually hires, and (ii) if such health insurance benefits exclude pre-existing conditionsloaned Transferred Employees.

Seller's Employees. Sellers' policy on refranchising (aa copy of which is attached as Schedule 5) Purchaser shall deliver does not obligate the Sellers to Seller a listoffer transfer opportunities to any of its restaurant-level employees, i.e., all employees at the level of "Restaurant General Manager" or below, who will be affected by sale of the Restaurants. Sellers will seek to provide opportunities for employees to remain with Sellers but such employment is not guaranteed and will depend on Sellers' assessment of its business needs as well as the Initial Closing Date on Schedule 6.8-1employee's performance. Unless otherwise agreed before Closing, with respect to any of Sellers' restaurant- level employees, Sellers will terminate the employment of those employees at the close of business on the day immediately prior to whom it intends to extend offers the Closing Date. Sellers will directly pay all terminated employees, including any of employment the employees hired by the Buyer (the "Hired Employees"). The Parties recognize that certain other ) 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 Seller may be needed to perform certain services during all or part the Buyer as of the Transition Period, and a 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 and PHI hereby waives any violation of Section 13.2 of the Transition Employees, Purchaser shall be responsible for offering and paying any "stay" bonus Franchise Agreement with respect to the Transition Period if and to Hired Employees. All claims of the extent that Purchaser determines to pay any "stay" bonusemployees arising out of their employment with Sellers before the Closing Date will be the sole liability of Sellers, and Seller Sellers will indemnify the Buyer from all claims of that nature. As between Sellers 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 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 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 are on leave of absence or disabled on the Closing Date in accordance with the Sellers' or PHI's policies. No compensation increases 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 granted by Sellers to the Hired 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 substantially refranchising, the same terms as such employees had with Seller immediately prior Sellers will (upon request by the Buyer) use their reasonable best efforts to provide to the Final Closing Date. If Purchaser determines, during Buyer the Transition Period, that it does not wish services of some or all of the Transferred Employees (as chosen by the Buyer) for up 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 90 days after the Initial Closing Date that may be due as a result of Closing. The Buyer will reimburse 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 prevent Sellers for all payroll and benefit costs associated with any employee from accepting employment with Purchaser (for instance, Seller shall not disparage Purchaser or the Acquired Division, their respective employees or management, or their respective business plans). 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 (collectively, "Employee Benefit Plans"). Purchaser shall have no responsibility for any Accrued Consideration and Benefits. However, Purchaser agrees to use commercially reasonable efforts to 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 other 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). However, 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 ss.401(k) plan and health insurance benefits. Purchaser shall adopt a vacation and sick leave plan substantially similar to that applicable to Seller's employees prior to the Initial 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 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 Hired Employees that Purchaser actually hires, and (ii) if such health insurance benefits exclude pre-existing conditionsloaned Transferred Employees.

Seller's Employees. Sellers' policy on refranchising (aa copy of which is attached as Schedule 5) Purchaser shall deliver obligates Sellers to Seller a listoffer transfer opportunities to all its employees who will be affected by sale of the Restaurants. Unless otherwise agreed before Closing, on with respect to any of Sellers' restaurant-level employees (i.e., all employees at the Initial Closing Date on Schedule 6.8-1level of "Restaurant General Manager" or below) who do not elect to transfer, Sellers will terminate the employment of those employees at the close of business on the day immediately prior to whom it intends to extend offers the Closing Date. The terminated employees may become employees of Buyers as of the Closing Date. All claims of the employees arising out of their employment with Sellers before the Closing Date will be the sole liability of Sellers, and Sellers will indemnify Buyers from all claims of that nature. 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). The Parties recognize that certain other employees of Seller may be needed to perform certain services during As between Sellers and Buyers, Buyers assume all or part claims of the Transition PeriodHired 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 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 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 substantially the same terms as such employees had with Seller immediately prior to Closing Date. Sellers will continue any employee benefit payment obligations for Hired Employees who are on leave of absence or disabled on the Final Closing Date. If Purchaser determinesany of Sellers' employees elect to transfer to other operations of Sellers ("Electing Employees"), during in accordance with Sellers' policy on refranchising, the Transition Period, that it does not wish Sellers will (upon request by Buyers) use their reasonable best efforts to extend, provide to Buyers the services of some or that it wishes to rescind, an offer all of employment to one or more Hired Employees, then Purchaser shall be responsible the Electing Employees (as chosen by Buyers) for paying any and all severance and other payments that have accrued or will accrue from and a minimum of 90 days after the Initial Closing Date 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 hereinClosing. Seller shall take no action that reasonably would be expected to prevent Buyers will reimburse Sellers for all payroll and benefit costs associated with any employee from accepting employment with Purchaser (for instance, Seller shall not disparage Purchaser or the Acquired Division, their respective employees or management, or their respective business plans). 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 (collectively, "Employee Benefit Plans"). Purchaser shall have no responsibility for any Accrued Consideration and Benefits. However, Purchaser agrees to use commercially reasonable efforts to 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 other 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). However, 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 ss.401(k) plan and health insurance benefits. Purchaser shall adopt a vacation and sick leave plan substantially similar to that applicable to Seller's employees prior to the Initial 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 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 Hired Employees that Purchaser actually hires, and (ii) if such health insurance benefits exclude pre-existing conditionsloaned Electing Employees.

Seller's Employees. (a) Purchaser shall deliver to Seller a list, on the Initial Closing Date on Schedule 6.8offer at-1, of those employees to whom it intends to extend offers of employment ("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 a 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 will employment to the Hired Employees all employees currently employed by Seller other than those set forth 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 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 hereinSCHEDULE 6.1 attached hereto. 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 or the Acquired Division, their respective employees or management, or their respective business plans). 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 (collectively, "Employee Benefit Plans"). Purchaser shall have no responsibility for any Accrued Consideration and Benefits. However, Purchaser agrees to use commercially reasonable efforts to give 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 employee of Seller who is hired may make application to Purchaser for new employment. Any such employees actually employed by Purchaser on or its Affiliated Entities immediately following the Final Closing Date credit for past are referred to in this Agreement as "Transferred Employees". To the extent that service with Seller is relevant for purposes of participation in eligibility and vesting with respect (and, in order to calculate the amount of any employee, retirement, pension, profit sharing, bonus, incentive, deferred compensation, medical, vacation, sick leave or other days, severance, layoff and similar benefits, but not for purposes of pension benefit accruals) under any retirement plan, employee benefit plan of Purchaser in which such employee may be eligible to participateplan, 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 program 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). However, 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 arrangement established ss.401(k) plan and health insurance benefits. Purchaser shall adopt a vacation and sick leave plan substantially similar to that applicable to Seller's employees prior to the Initial 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 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 the Closing Date with Seller, in addition to service earned with Purchaser or any of Purchaser's Affiliates after the Final Closing Date is or shall be deemed Date. In addition to be a "successor plan" (as such term is defined in Section 4021(a) of the Employee Retirement Income Security Act). Purchaser shall notify Sellerforegoing, following the Closing Date: (i) when PurchaserPurchaser or its Affiliated Entities shall provide each Transferred Employee, after as of the Final Closing Date, offers health insurance with compensation and benefits (including incentive and equity-based compensation) at least as favorable as the compensation and benefits provided to the Hired Employees that similarly situated employees of Purchaser actually hires, and its Affiliated Entities; and (ii) if 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 (60) days as designated by Purchaser (or such health insurance longer period as otherwise may be agreed by the parties), and in which event Purchaser shall pay Seller an amount equal to one half of the cost to Seller of the salary and benefits exclude preof each such employee during such period (but Purchaser shall not be obligated to pay any portion of any so-existing conditionscalled "stay bonus" which may otherwise be due to such key management employee.

Seller's Employees. (a) Purchaser shall deliver to Seller For so long as a list, on the Initial Closing Date project set forth on Schedule 6.8-13.18 has any outstanding obligations to be performed under it (an "Existing Project"), Seller shall continue to employ those employees and continue to use the services of those employees independent contractors who were employed or hired for that Existing Project even if the term extends beyond the Closing Date. Pursuant to whom it intends to extend offers of employment ("Hired Employees"). The Parties recognize that certain other employees this Agreement, Buyer is assuming any outstanding obligations of Seller may be needed under an Existing Project following the Closing Date; provided, however, that Seller shall make available its employees and independent contractors who were employed or hired for an Existing Project to perform certain services during all or part of the Transition Period, and a list of those employees assist Buyer in performing any outstanding obligations under such Existing Project. Seller shall be delivered continue 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 all Liabilities and paying any "stay" bonus with respect obligations due to its employees and independent contractors until 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 completion of the transactions contemplated herein. Purchaser intends to extend offers of employment to the Hired Employees on substantially the same terms as Existing Project for which such employees had and/or independent contractors were employed or hired, except for the payroll and related expenses of employees and costs and wages of independent contractors since the last ADP payroll disbursement date before the Closing Date which will be assumed by Buyer. Buyer shall reimburse Seller for all out-of-pocket expenses arising in the Ordinary Course of the Business incurred by Seller after the Closing Date associated with Seller immediately prior to the Final Closing Date. If Purchaser determines, during continued employment of an employee or the Transition Period, use of an independent contractor for an Existing Project; provided that it does is hereby acknowledged that Buyer is not wish to extend, assuming any Liability arising from 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 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 prevent any employee from accepting employment with Purchaser (for instance, Seller shall not disparage Purchaser or the Acquired Division, their respective employees or management, or their respective business plans). 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 (collectively, "Employee Benefit Plans"). Purchaser shall have no responsibility for any Accrued Consideration and Benefits. However, Purchaser agrees to use commercially reasonable efforts to 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 other 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). However, 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 ss.401(k) plan and health insurance benefits. Purchaser shall adopt a vacation and sick leave plan substantially similar to that applicable to Seller's employees and independent contractors, except for the payroll and related expenses of employees and costs and wages of independent contractors since the last ADP payroll disbursement date before the Closing Date which will be assumed by Buyer.. Upon completion of an Existing Project, those employees or independent contractors of Seller who were hired for that completed Existing Project and who are not employed or hired by Seller for any other Existing Project shall no longer be employed or hired by Seller, or if Buyer should so determine, in its sole discretion, to employ or hire such employees or independent contractors of Seller prior to the Initial Closing Datecompletion of an Existing Project, Seller shall release such employee or independent contractor from employment or hire. Purchaser is notFollowing 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 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 in the Final Closing Date event that Buyer is or shall be deemed to be a "successor plan" (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 such term is defined a joint employer. Additionally, Seller and Shareholder, jointly and severally, hereby agree to indemnify Buyer for any and all Liability relating to or arising from a breach, based on the actions of Seller, of a representation, warranty or covenant of Seller in any Contract set forth on Schedule 3.18. Any indemnity set forth in this Section 6.2 shall be made in accordance with the provisions of Article X hereof, without regard to the limitations contained in Section 4021(a) of the Employee Retirement Income Security Act10.2(b). Purchaser shall notify Seller: (i) when Purchaser, after the Final Closing Date, offers health insurance benefits to the Hired Employees that Purchaser actually hires, and (ii) if such health insurance benefits exclude pre-existing conditions.

Seller's Employees. (a) Purchaser shall deliver Unless otherwise agreed before Closing, with respect to any of Seller’s restaurant-level employees, Seller a list, on will terminate the Initial Closing Date on Schedule 6.8-1, employment of those employees to whom it intends to extend offers at the close of employment business on the Closing Date. Seller will directly pay all terminated employees, including any of the employees hired by the Buyer (the "Hired Employees"). The Parties recognize that certain other ) for earned and unused vacation, in accordance with Seller’s normal policies (which does not call for Seller to pay for accrued but unearned vacation).The terminated employees may become employees of Seller may be needed to perform certain services during all or part the Buyer as of the Transition Period, and a list of those employees shall be delivered to Seller by Purchaser on day following the Initial Closing Date on Schedule 6.8-2 ("Transition Employees"). With respect to and PHI hereby waives any violation of Section 13.2 of the Transition Employees, Purchaser shall be responsible for offering and paying any "stay" bonus Franchise Agreement with respect to the Transition Period if and to Hired Employees. All claims of the extent that Purchaser determines to pay any "stay" bonusemployees arising out of their employment with Seller on or before the Closing Date will be the sole liability of Seller, and Seller shall be responsible for paying any will indemnify the Buyer from all claims of that nature. As between Sxxxxx and the Buyer, the Buyer assumes all severance and other payments that may be due as a result claims of the transactions contemplated herein. Purchaser intends to extend offers of employment to the Hired Employees on substantially relating to employment by the same terms as such employees had with Seller immediately prior to Buyer arising after the Final Closing Date, and the Buyer will indemnify Seller from all such claims by them. If Purchaser determines, during For the Transition Period, that it does not wish to extend, or that it wishes to rescind, an offer purpose of employment to one or more determining benefits for 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 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 prevent any employee from accepting employment with Purchaser (for instance, Seller shall not disparage Purchaser or the Acquired Division, their respective employees or management, or their respective business plans). 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 (collectively, "Employee Benefit Plans"). Purchaser shall have no responsibility for any Accrued Consideration and Benefits. However, Purchaser Buyer agrees to use commercially reasonable efforts to give to each employee honor the Hired Employees' length of service and anniversary dates with the Seller. The Seller who is hired by Purchaser on will furnish the Final Closing Date credit for past service with Seller for purposes Buyer a list of participation in and vesting with respect to 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, 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). However, 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 ss.401(k) plan and health insurance benefits. Purchaser shall adopt a vacation and sick leave plan substantially similar to that applicable to Seller's employees prior to the Initial 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 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 Hired Employees that Purchaser actually hiresdefines their length of service and anniversary dates. The Buyer understands that the active participation of the Hired Employees in all benefit plans maintained by the Seller will end on the Closing Date. Seller will continue any employee benefit payment obligations for Hired Employees who are on leave of absence or disabled on the Closing Date in accordance with the Seller’s or PHI's policies. If any of the Seller’s above restaurant employees are transferred to other operations of the Seller ("Transferred Employees"), the Seller will (upon request by the Buyer) use its reasonable best efforts to provide to the Buyer 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 (ii) if benefit costs associated with any such health insurance benefits exclude pre-existing conditionsloaned Transferred Employees. Compensation increases to employees of the PH Business shall be permitted as provided in Schedule 5.

Seller's Employees. (a) Purchaser 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 deliver identify to Seller 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 list, reduction in force in which a majority of the employee terminations occur prior to or on the Initial Closing Date as a result of Buyer’s decision not to offer employment based on Schedule 6.8-1Smithfield’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 those employees or relates to whom it intends to extend offers of employment ("Hired Employees"). The Parties recognize that certain other employees of Seller may be needed to perform certain services during all or part a reduction in force in which a majority of the Transition Periodemployee 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 employees shall be delivered to Seller by Purchaser on the Initial Closing Date on Schedule 6.8-2 Foods Employees who accept such employment offer ("Transition “Hired 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 Such offers of employment to will be conditioned upon Closing and upon the Hired Employees on substantially the same terms as termination of such employees had Foods Employees’ employment with Seller Sellers 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 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 prevent any employee from accepting employment with Purchaser (for instance, Seller shall not disparage Purchaser or the Acquired Division, their respective employees or management, or their respective business plans). 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 (collectively, "Employee Benefit Plans"). Purchaser shall have no responsibility for any Accrued Consideration and Benefits. However, Purchaser agrees to use commercially reasonable efforts to 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 other 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). However, 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 ss.401(k) plan and health insurance benefits. Purchaser shall adopt a vacation and sick leave plan substantially similar to that applicable to Seller's employees prior to the Initial 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 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 Hired Employees that Purchaser actually hires, and (ii) if such health insurance benefits exclude pre-existing conditionsEffective Time.

Seller's Employees. (a) Seller shall be responsible for providing any notice required by the WARN Act and shall do so prior to the Closing Date, but in no event prior to February 1, 1998, after consultation with the Purchaser to allow a reasonable period of time for Purchaser to interview Seller's employees at the Stations for possible employment. Purchaser may also interview employees with employment contracts to be assumed by Purchaser hereunder. Seller shall provide notice to Purchaser of its notice under the WARN Act, and Purchaser shall deliver 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 a list, on of the Initial Closing Date on Schedule 6.8-1, names of those employees to whom it intends Purchaser makes such offers, including the salary and other compensation offered to extend 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 ("Hired Employees")with Purchaser after acceptance of such offers, but in all events prior to the Closing Date. The Parties recognize that certain 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 may who are offered and accept employment with Purchaser shall be needed considered terminated employees of Seller and shall not be entitled to perform certain services during all receive from Purchaser credit for any accrued vacation days, sick days, personal days, paid time off or part of the Transition Periodother such days, and a list of those other than Accrued 1998 Vacation; provided, however, that any such hired employees shall be delivered entitled to receive credit under Purchaser's employee benefit plans for time served with Seller. Seller by Purchaser on the Initial acknowledges and agrees that it, and not Purchaser, is and shall after Closing Date on Schedule 6.8-2 ("Transition Employees"). With respect to the Transition Employees, Purchaser shall be remain solely 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 wages, compensation, commissions, bonuses, 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 determinespay, during the Transition Periodinsurance, 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 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 prevent any employee from accepting employment with Purchaser (for instance, Seller shall not disparage Purchaser or the Acquired Division, their respective employees or management, or their respective business plans). Except as specified in this Agreement, Purchaser will not assume and will have no obligation with respect to any employee bonus, retirement, supplemental pension, profit sharing, incentive, deferred compensation, medicalretirement and any other benefits, retiree medicalpremiums and claims, retiree lifedue, other insurance planto become due, employee severancecommitted, vacation accrued or sick leave plan otherwise promised to any person who, as of the Closing Date, is a retiree, former employee, or policy or other employee benefit plan of Seller of any kind (collectively, "Employee Benefit Plans"). Purchaser shall have no responsibility for any Accrued Consideration and Benefits. However, Purchaser agrees to use commercially reasonable efforts to give to each current 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 employeeSeller, 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, and, in connection therewith, Purchaser shall, relating 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). However, 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 ss.401(k) plan and health insurance benefits. Purchaser shall adopt a vacation and sick leave plan substantially similar to that applicable to Seller's employees prior up to the Initial Closing Date. Purchaser is notPurchaser, and as purchaser of the Acquired Assets, shall not be deemed to be, a successor employer to Seller or any affiliate thereof with respect to any assume no employee benefit plan of Seller; and no plan adopted plans, programs, policies, or practices, whether or not set forth in writing, 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 Hired Employees that Purchaser actually hires, and (ii) if such health insurance benefits exclude pre-existing conditionsSeller at any time.

Seller's Employees. (a) Purchaser shall deliver Unless otherwise agreed before Closing, with respect to any of Seller’s restaurant-level employees, Seller a list, on will terminate the Initial Closing Date on Schedule 6.8-1, employment of those employees to whom it intends to extend offers at the close of employment business on the Closing Date. Seller will directly pay all terminated employees, including any of the employees hired by the Buyer ("the “Hired Employees"”) for earned and unused vacation, in accordance with Seller’s normal policies (which do not call for Seller to pay for accrued but unearned vacation). The Parties recognize that certain other terminated employees may become employees of Seller may be needed to perform certain services during all or part the Buyer as of the Transition Period, and a list of those employees shall be delivered to Seller by Purchaser on day following the Initial Closing Date on Schedule 6.8-2 ("Transition Employees"). With respect to and PHI hereby waives any violation of Section 13.2 of the Transition Employees, Purchaser shall be responsible for offering and paying any "stay" bonus Franchise Agreement with respect to the Transition Period if and to Hired Employees. All claims of the extent that Purchaser determines to pay any "stay" bonusemployees arising out of their employment with Seller before the Closing Date will be the sole liability of Seller, and Seller shall be responsible for paying any will indemnify the Buyer from all claims of that nature. As between Seller and the Buyer, the Buyer assumes all severance and other payments that may be due as a result claims of the transactions contemplated herein. Purchaser intends to extend offers of employment to the Hired Employees on substantially relating to employment by the same terms as such employees had with Seller immediately prior to Buyer arising after the Final Closing Date, and the Buyer will indemnify Seller from all such claims by them. If Purchaser determines, during For the Transition Period, that it does not wish to extend, or that it wishes to rescind, an offer purpose of employment to one or more determining benefits for 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 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 prevent any employee from accepting employment with Purchaser (for instance, Seller shall not disparage Purchaser or the Acquired Division, their respective employees or management, or their respective business plans). 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 (collectively, "Employee Benefit Plans"). Purchaser shall have no responsibility for any Accrued Consideration and Benefits. However, Purchaser Buyer agrees to use commercially reasonable efforts to give to each employee honor the Hired Employees’ length of service and anniversary dates with the Seller. The Seller who is hired by Purchaser on will furnish the Final Closing Date credit for past service with Seller for purposes Buyer a list of participation in and vesting with respect to 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, 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). However, 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 ss.401(k) plan and health insurance benefits. Purchaser shall adopt a vacation and sick leave plan substantially similar to that applicable to Seller's employees prior to the Initial 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 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 Hired Employees that Purchaser actually hiresdefines their length of service and anniversary dates. The Buyer understands that the active participation of the Hired Employees in all benefit plans maintained by the Seller will end on the Closing Date. Seller will continue any employee benefit payment obligations for Hired Employees who are on leave of absence or disabled on the Closing Date in accordance with the Seller’s or PHI’s policies. If any of the Seller’s above restaurant employees are transferred to other operations of the Seller (“Transferred Employees”), the Seller will (upon request by the Buyer) use its reasonable best efforts to provide to the Buyer 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 (ii) if benefit costs associated with any such health insurance benefits exclude pre-existing conditionsloaned Transferred Employees.

Seller's Employees. (a) Purchaser Subject to the condition that the Closing occurs, Buyer shall deliver offer to employ, immediately following the Closing Date, each of the employees of Seller a list, 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 shall be made on the Initial Closing Date on 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 6.82.3 lists the name of each employee of Seller and indicates for each such employee the full-1time, 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 those employees to whom it intends to extend offers employment and position. The employment of each employee of Seller who accepts Buyer’s offer of employment ("Hired Employees"). The Parties recognize that certain other employees of Seller may each, a “Continuing Employee”) will be needed on an “at will” basis and will be on terms and conditions including benefits comparable to perform certain services during all or part of the Transition Period, and a list of those employees shall be delivered to Seller by Purchaser on the Initial Closing Date set forth on Schedule 6.8-2 ("Transition Employees")2.3 for such Continuing Employee, other than Xxxxxx, Xxxxxxxxxxx, Xxxxxx and Xxxxxx, who will be offered employment contracts. With respect Seller shall terminate the Contracts of employment with each of Oszustowicz and Xxxxxx effective at or prior 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" bonusClosing. Buyer does not assume, and Seller shall be fully responsible for paying 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 and all severance and other payments that may be due as a result retain the employees of Seller. To the extent legally permissible, within thirty (30) days 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, Seller shall provide to Buyer accurate and complete copies of the personnel records of Seller’s employees who are Continuing Employees. 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 Seller shall be responsible for paying 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 all severance Xxxxxx, shall be “at will” and other payments that have accrued or will accrue from and after the Initial Closing Date that may be due as a result 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 his or her employment or as a result of the consummation of the transactions contemplated hereinany Continuing Employee. Seller shall give any notices required by Law and take no action that reasonably would be expected to prevent any employee from accepting employment with Purchaser (for instance, Seller shall not disparage Purchaser or the Acquired Division, their respective employees or management, or their respective business plans). Except as specified in this Agreement, Purchaser will not assume and will have no obligation whatever other actions 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, "the Seller’s Employee Benefit Plans")Plans as may be necessary to carry out the terms and conditions of this Section 2.3. Purchaser Seller shall have no responsibility for any Accrued Consideration provide Buyer with completed INS Forms I-9 and Benefits. However, Purchaser agrees to use commercially reasonable efforts to 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 attachments with respect to any employeeeach Continuing Employee who accepts Buyer’s offer of employment, 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, 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 except for such accrued vacation leave (Continuing Employees as Seller certifies in which case, no past service credit shall be provided by Purchaser writing to Buyer are exempt from such Hired Employee)requirement. However, 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 ss.401(k) plan and health insurance benefits. Purchaser shall adopt a vacation and sick leave plan substantially similar to that applicable to Seller's employees prior to the Initial 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 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 Purchaseracknowledges that, after the Final Closing DateClosing, offers health insurance benefits Buyer shall 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 Hired Employees that Purchaser actually hires, and (ii) if such health insurance benefits exclude pre-existing conditionsbest interests of Buyer. Buyer shall adopt Seller’s Employee Benefit Plans set forth on Schedule 4.16 as provided in Section 12.5 of this Agreement.

Seller's Employees. Buyer agrees to offer employment, at levels ------------------ of compensation not less than their current compensation, to 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 (collectively, the "TRANSFERRED EMPLOYEES"). 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 (10) business days. For employees who accept Buyer's offer of employment, Buyer shall (a) Purchaser shall deliver recognize the employees' length of service with Seller for eligibility (including waiting periods) and vesting under all of Buyer's employee benefit 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 a list, on the Initial Closing Date on Schedule 6.8-1, of those employees to whom it intends to extend offers of employment ("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 a 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 covered dependents to the extent that Purchaser determines such periods do not apply to pay similarly situated new employees of Buyer. Buyer will not effect any "stay" bonusreductions in force for a period of twelve (12) months after Closing other than reductions through attrition, and Seller shall be responsible flexible staffing for paying any and all severance and other payments that may be due as a result of the transactions contemplated hereinseasonal adjustments or decreases in patient census. Purchaser intends Buyer agrees to extend the aforesaid offers of employment to the Hired Employees on substantially the same terms as such and benefits for an additional four (4) years for all current full- time 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 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 prevent any employee from accepting employment with Purchaser (for instance, Seller shall not disparage Purchaser or the Acquired Division, their respective employees or management, or their respective business plans). 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 (collectively, "Employee Benefit Plans"). Purchaser shall have no responsibility for any Accrued Consideration and Benefits. However, Purchaser agrees to use commercially reasonable efforts to give to each employee of Seller who is hired by Purchaser on the Final Closing Date credit for past service with Seller for purposes are within five (5) years of participation in and vesting with respect to any employee, retirement, pensionand Buyer agrees that, profit sharingexcept for cause, bonus, incentive, deferred compensation, medical, vacation, sick leave or other it will not terminate any such employee benefit plan of Purchaser in until the day following the date on which such employee may be eligible to participatequalifies for retirement. The names of such employees and the respective dates on which they will qualify for retirement are listed on Schedule 11.6 hereto, and, in connection therewith, Purchaser shall, to the extent prudent under applicable law, permit and Buyer and Seller hereby agree that 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 employee shall be provided by Purchaser to such Hired Employee). However, 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 ss.401(k) plan and health insurance benefits. Purchaser shall adopt a vacation and sick leave plan substantially similar to that applicable to Seller's employees prior to the Initial 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 third party beneficiary 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 this 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 Hired Employees that Purchaser actually hires, and (ii) if such health insurance benefits exclude pre-existing conditions11.6.