Compensation; Employment Agreements. 18 5.15 Noncompetition, Confidentiality and Nonsolicitation Agreements; Employee Policies.................................................. 18 5.16
Compensation; Employment Agreements. The COMPANY has delivered to URSI an accurate schedule (Schedule 5.18) showing all officers, directors and key managers of the COMPANY (including the COMPANY's Subsidiaries), listing all employment agreements with such officers, directors and key managers and the rate of compensation (and the portions thereof attributable to salary, bonus and other compensation, respectively) of each of such persons as of (i) the Balance Sheet Date and (ii) the date hereof. The COMPANY has provided to URSI true, complete and correct copies of any employment agreements for persons listed on Schedule 5.18. Since the Balance Sheet Date there have been no increases in the compensation payable or any special bonuses to any officer, director or key manager, except as listed on Schedule 5.18.
Compensation; Employment Agreements. Schedule 5.18 sets forth an ----------------------------------- accurate schedule showing all officers, directors and key employees of the COMPANY listing all employment agreements with such officers, directors and key employees and the rate of compensation (and the portions thereof attributable to salary, bonus and other compensation, respectively) of each of such persons as of (i) the Balance Sheet Date and (ii) the date hereof. The COMPANY has provided to HDS true, complete and correct copies of any employment agreements for persons listed on Schedule 5.18. Since the Balance Sheet Date there have been no increases in the compensation, bonus, sales commissions or fee arrangements payable or to become payable by the COMPANY to any officer, director, stockholder, employee, consultant or agent, except as listed on Schedule 5.18.
Compensation; Employment Agreements. Schedule 5.14 sets forth an accurate schedule of all officers, directors and Stockholder employees of the Company with annual salaries of $50,000 or more, listing the rate of compensation (and the portions thereof attributable to salary, bonus, benefits and other compensation, respectively) of each of such persons as of (a) the Balance Sheet Date and (b) the date hereof. Attached to Schedule 5.14 are true, complete and correct copies of each employment or consulting agreement with any employee of the Company or any Stockholder.
Compensation; Employment Agreements. Enter into, modify, amend, renew or terminate any employment, consulting, severance, retention, change in control, or similar agreements or arrangements with any director, consultant, officer or employee of Farmers or its Subsidiaries, hire or engage any full-time employee or consultant, other than as replacements for positions existing on the date hereof, or grant any salary or wage increase or bonus or increase any employee benefit (including incentive or bonus payments), except for changes that are required by applicable law.
Compensation; Employment Agreements. Enter into, modify, amend, renew or terminate any employment, consulting, severance, retention, change in control, or similar agreements or arrangements with any director, consultant, officer or employee of Limestone or any of its Subsidiaries, hire or engage any full-time employee or consultant, other than as replacements for positions existing on the date hereof, or grant any salary or wage increase or bonus or increase any employee benefit (including incentive or bonus payments), except for changes that are required by applicable law or as otherwise permitted under Section 6.10(e), and except for annual merit increases in the salaries and wages of employees of Limestone Bank not to exceed an aggregate average increase of more than 4.5% of current salaries across the total employee base.
Compensation; Employment Agreements. Terminate, enter into, amend, modify (including by way of interpretation) or renew any employment, officer, consulting, severance or similar contract, agreement or arrangement with any director, officer, employee or consultant, or grant any salary or wage increase or increase any employee benefit, including incentive or bonus payments (or, with respect to any of the preceding, communicate any intention to take such action), except (1) to make changes that are required by applicable law, (2) to satisfy Previously Disclosed contractual obligations existing as of the date hereof or (3) to grant routine merit increases in the ordinary course.
Compensation; Employment Agreements. The Company has provided the Purchasers with an accurate written list of all officers, directors and employees of the Company and its Subsidiaries with annual salaries of $100,000 or more, listing the rate of compensation (and the portions thereof attributable to salary, bonus, benefits and other compensation, respectively) of each of such persons as of (a) the Balance Sheet Date and (b) the date hereof. The Company shall make available to the Purchasers true, complete and correct copies of each employment or consulting agreement with any employee of the Company and its Subsidiaries. Except as disclosed on Schedule 2.19, neither the Company nor any of its Subsidiaries is a party to or bound by any (i) employment, termination or severance agreement, (ii) agreement (A) the benefits of which are contingent, or the terms of which are materially altered, upon the occurrence of a transaction involving the Company of the nature of any of the transactions contemplated by this Agreement, (B) providing any term of employment or compensation guarantee extending for a period of one year or longer or (C) providing severance benefits or other benefits after the termination of employment not comparable to benefits available to employees generally, (iii) agreement, plan or arrangement under which any person may receive payments that may be subject to the tax imposed by Section 4999 of the Internal Revenue Code (the "Code") or included in the determination of such person's "parachute payment" under Section 280G of the Code and (iv) agreement or plan, including any stock option plan or stock purchase plan, any of the benefits of which will be increased, or the vesting or other realization of the benefits of which will be accelerated, by the occurrence of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of or otherwise affected by the transactions contemplated by this Agreement.
Compensation; Employment Agreements. (1) Except as contemplated by the terms of this Agreement, enter into, terminate, amend, modify, extend or renew any employment, consulting, severance, restrictive covenant, change in control, retention, stay bonus or similar contract or agreement, (2) except as required by applicable Law or as contemplated by the terms of this Agreement, grant any salary or wage increase or increase any employee benefit, including incentive, retention or bonus payments (or, with respect to any of the preceding, communicate any intention to take such action) with any director, officer, employee or consultant, or increase the compensation of any director of the Company or any of its Subsidiaries, except in each case (A) to pay (and accrue) annual bonuses in the ordinary course of business consistent with past practices up to the aggregate amount set forth on Disclosure Schedule 4.1 or (B) to grant annual salary, wage or fee increases in the ordinary course of business consistent with past practices in an amount up to a maximum of three percent (3%) of each individual employee’s or consultant’s then current base compensation; (3) hire any employee or engage any consultant with an annual salary or wage rate or consulting fees and target cash bonus opportunity in excess of $100,000; or (4) terminate the employment of any executive officer other than for cause.
Compensation; Employment Agreements. Bank will not enter into or amend any employment, severance or similar agreements or arrangements with, increase the rate of compensation or increase any employee benefit of (except normal individual increases in the ordinary course of business in accordance with existing policy consistent with past practice), or pay or agree to pay any bonus to, any of its directors, officers or employees, except in accordance with plans or agreements existing and as in effect on the date hereof disclosed in Schedule 3.1(B).
