(b) Purchaser and Parent will not assume sponsorship of any of the
(c) Effective on the Closing, Seller shall terminate the employment
of all Transferring Employees, and indemnify and hold harmless the Purchaser and
Parent against all claims made by any Transferring Employee as set forth in
Section 13.3. Purchaser shall provide all Transferring Employees with wages and
benefits (other than stock options) which are comparable to the wages and
benefits as set forth on Schedule 2.4(c). Purchaser intends to provide certain
key Transferring Employees options to acquire Parent common stock pursuant to
the Parent's stock option plans but Purchaser shall have no obligation to
provide stock options to any Transferring Employee.
(d) Effective as of the Closing Date, the Purchaser shall assume
the liability of the Seller in respect of the Transferring Employees for accrued
but unpaid salaries, wages, vacation and sick pay, but only to the extent such
liability is reflected on Schedule 2.4(c) hereto and not to include vacation
time accrued for any period before the last twelve (12) months (the "Assumed
Employee Expenses"). Except as set forth in the preceding sentence, Seller shall
remain responsible for payment of any and all other Employee Claims as provided
in Section 13.3 hereof.
(e) Seller and Purchaser agree that Purchaser has purchased
substantially all the property used in a separate unit of Seller's trade or
business. Accordingly, pursuant to Rev. Proc. 96-60, 1996-2 C.B. 399, provided
that Seller provides Purchaser with all necessary payroll records for the
calendar year which includes the Closing Date, Purchaser shall furnish a Form
W-2 to each Transferring Employee disclosing all wages and other compensation
paid for such calendar year, and taxes withheld therefrom, and Seller shall be
relieved of the responsibility to do so.
(f) Except as contemplated in this Section 2.4, for a period of one
year after Closing, Purchaser and Parent will not solicit for employment,
directly or indirectly, any employee of Seller or PFSweb. For a period of one
year after Closing, PFSweb and Seller will not solicit for employment, directly
or indirectly, any Transferring Employee or any employee of Purchaser or Parent.
2.5 Termination of Certain Agreements. Each Party will execute the
Termination Agreement, the form of which is attached hereto as Exhibit C that
provides for the termination of the Transaction Management Services Agreement
dated December 7, 1999 between PFSweb, Inc./Priority Fulfillment Services, Inc.
and Daisytek, Inc., (the "TMSA") and the Strategic Alliance Services Agreement
dated July 15, 1999 between B.A. Pargh Company, a wholly-owned subsidiary of the
Purchaser, and PFSweb, Inc./Priority Fulfillment Services, Inc. (the "SASA").
Each Party will remain subject to the confidentiality provisions of the TMSA and
the SASA and such sections are hereby incorporated herein.
2.6 Transition Agreement. Each Party will execute and deliver to the
other at the Closing, the Transition Agreement substantially in the form
attached hereto as Exhibit D.