Employee and Termination Benefits Directors and Management Sample Clauses

Employee and Termination Benefits Directors and Management. (a) The CNYF Employee Stock Ownership Plan (the "CNYF ESOP") shall be terminated as of, or prior to, the Merger Effective Date (all shares held by the ESOP shall be converted into the right to receive the Merger Consideration), all outstanding CNYF ESOP indebtedness shall be repaid, and the balance shall be allocated and distributed to CNYF employees (subject to the receipt of a determination letter from the IRS), as provided for in the CNYF ESOP and unless otherwise required by applicable law. Niagara Bancorp will review other CNYF or CSB employee plans to determine whether to maintain, terminate or continue such plans. If any CNYF or CSB employee plans are consolidated with any Niagara Bancorp (or subsidiary thereof) employee plan, credit will be given for prior service with CNYF or CSB for determining eligibility and vesting, but not for benefit accrual purposes.
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Employee and Termination Benefits Directors and Management. (a) Except as set forth in CSFC Disclosure Schedule 3.12 and as otherwise provided in this Section 3.12 of this Agreement, as of or after the Effective Time, and at LPSB’s election and subject to the requirements of the Code, CSFC’s or City Savings Bank’s Existing Benefit Plans may continue to be maintained separately, consolidated, or terminated. If requested by LPSB in writing not later than ten (10) days before the Closing Date and provided that LPSB has indicated in writing that the conditions to its obligations set forth in Section 7.2 hereof have been satisfied or waived, CSFC shall take such steps within its power to effectuate a termination of any CSFC Existing Benefit Plan as of the Closing Date, provided that the CSFC Existing Benefit Plan can be terminated within such period. In the event of a consolidation of any or all of such plans or in the event of termination of any CSFC Existing Benefit Plan, except as otherwise set forth in this Section 3.12, employees of CSFC or City Savings Bank who continue as employees of LPSB after the Effective Time (“Continuing Employees”) shall be eligible to participate in any LPSB employee plan of similar character immediately upon such consolidation or as of the first entry date coincident with or immediately following such termination. Continuing Employees shall receive credit for service with CSFC or City Savings Bank for purposes of determining eligibility and vesting but not for purposes of accruing benefits under any similar LPSB Existing Benefit Plan except that Continuing Employees shall be treated as new employees under the to-be-formed LBSP Employee Stock Ownership Plan. Notwithstanding the foregoing, Continuing Employees shall receive credit for years of service with CSFC or City Savings Bank for purposes of determining leave days under LPSB’s vacation, personal and sick leave policies. Such service shall also apply for purposes of satisfying any waiting periods, actively-at-work requirements and evidence of insurability requirements.
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Employee and Termination Benefits Directors and Management. (a) The IROQ Employee Stock Ownership Plan (the "IROQ ESOP") shall be terminated as of, or prior to, the Merger Effective Date (all shares held by the ESOP shall be converted into the right to receive the Merger Consideration), all outstanding IROQ ESOP indebtedness shall be repaid, and the balance shall be allocated and distributed to IROQ employees (subject to the receipt of a determination letter from the IRS), as provided for in the IROQ ESOP and unless otherwise required by applicable law. Niagara Bancorp will review other IROQ Employee Plans to determine whether to maintain, terminate or continue such plans. All IROQ Employees who become participants in a Niagara Bancorp (or Subsidiary) Plan shall, for purposes of determining eligibility for and vesting of such employee benefits only (and not for pension benefit accrual purposes) and, if applicable and permitted under the Niagara Bancorp (or Subsidiary) Plan(s), for purposes of satisfying any waiting periods concerning "preexisting conditions" and the satisfaction of any "copayment" or deductible requirements, be given credit for service with IROQ or an IROQ subsidiary or any predecessor thereto prior to the Effective Date.
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Employee and Termination Benefits Directors and Management. (a) Except as otherwise provided in this Section 5.11, as of or after the Merger Effective Date, and at New England Bancshares's election and subject to the requirements of the IRC, Apple Valley's Compensation and Benefit Plans may continue to be maintained separately, consolidated, or terminated. Following the Merger Effective Date, New England Bancshares and the New England Bancshares Subsidiaries shall honor and perform in accordance with their terms all benefit obligations to, and contractual rights of, current and former employees and directors of Apple Valley existing as of the Merger Effective Date, under any Compensation and Benefit Plan that has not been terminated as of the Merger Effective Date and which has been 52
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Employee and Termination Benefits Directors and Management. (a) HSB shall endeavor to offer employment to all employees of MBL (except for Xxxxxx Xxxxx, Xxxxx Xxxxxxxxx, Xxxxxxx Xxxxxxx, and Xxxx Hatteburg) as of the Merger Effective Date, subject to due diligence and review of its staffing needs (“Continuing Employees”). Offers of employment shall be on such terms and conditions as HSB determines in its sole discretion. All full time MBL employees who remain employed with MBL through a date selected by HSB within 30 days following the Closing Date will be entitled to a one thousand dollar ($1,000) bonus, payable by MBL within five business days of such date. Continuing Employees will become subject to HSB’s employment policies (including applicable to compensation, bonuses and vacation), effective as of the Closing Date. Continuing Employees will receive credit for service with MBL for purposes of eligibility and vesting with respect to HSB’s employee benefit plans, policies and programs, including HSB’s 401(k) Plan, sick policy and vacation policy, except as specifically noted to the contrary herein.
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Employee and Termination Benefits Directors and Management 
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Related to Employee and Termination Benefits Directors and Management

  • Employment and Employee Benefits Matters (a) Parent will cause the Surviving Corporation and each of its Subsidiaries, for the period commencing at the Control Time and ending on the first anniversary thereof (the “Continuation Period”), to (i) maintain for the individuals employed by the Company at the Control Time (the “Current Employees”) and who remain employees of the Surviving Corporation during the Continuation Period base compensation and target incentive compensation that is no less favorable to each Current Employee than such Current Employee’s base compensation and target incentive compensation immediately prior to the Control Time, and (ii) provide benefits that are of comparable economic value in the aggregate to the benefits provided by the Company as of immediately prior to the Control Time (excluding, for purposes of Section 6.4(a)(i) and (ii) equity and equity-based compensation, retention, stay, or transaction bonuses or similar arrangements); provided, however, that nothing in this Section 6.4 will be construed as an amendment to or prevent the amendment or termination of any particular Company Plan or employee benefit plan of Parent or any of its Subsidiaries, to the extent permissible thereunder, or interfere with the Parent’s or any of its Subsidiaries’ or the Surviving Corporation’s right or obligation to make such changes as are necessary to conform with applicable Law. Parent will cause the Surviving Corporation and each of its Subsidiaries to honor all obligations and agreements relating to 2010 Bonuses (as defined in Section 4.13(a) of the Company Disclosure Letter) as are, and to the fullest extent, set forth in Section 6.4(a) of the Company Disclosure Letter. During the Continuation Period, Parent will cause the Surviving Corporation to pay or cause to be paid, consistent with the Company’s past practice in similar circumstances, to each Current Employee (i) who is involuntarily terminated or (ii) in the case of any employee covered by an employment, change in control, severance or similar agreement or entitlement providing for benefits upon a voluntary termination for good reason, who terminates employment voluntarily for good reason as therein defined, severance in accordance with past practices, including with respect to bonuses.

  • Separation Compensation In exchange for your agreement to the general release and waiver of claims and covenant not to sue set forth below and your other promises herein, the Company agrees to provide you with the following:

  • Employees and Compensation Schedule 3.12 contains a true and complete list of all employees of the Station, their job description, date of hire, salary and amount and date of last salary increase. Schedule 3.12 also contains a true and complete list as of the date of this Agreement of all employee benefit plans or arrangements applicable to the employees of the Station and all fixed or contingent liabilities or obligations of Seller with respect to any person now or formerly employed by Seller at the Station, including pension or thrift plans, individual or supplemental pension or accrued compensation arrangements, contributions to hospitalization or other health or life insurance programs, incentive plans, bonus arrangements, and vacation, sick leave, disability and termination arrangements or policies, including workers' compensation policies, and a description of all fixed or contingent liabilities or obligations of Seller with respect to any person now or formerly employed at the Station or any person now or formerly retained as an independent contractor at the Station.

  • Employment Compensation Schedule 3.16 contains a true and correct list of all employees to whom Company is paying compensation, including bonuses and incentives, at an annual rate in excess of Fifteen Thousand Dollars ($15,000) for services rendered or otherwise; and in the case of salaried employees such list identifies the current annual rate of compensation for each employee and in the case of hourly or commission employees identifies certain reasonable ranges of rates and the number of employees falling within each such range.

  • Services and Compensation Consultant agrees to perform for the Company the services described in Exhibit A (the “Services”), and the Company agrees to pay Consultant the compensation described in Exhibit A for Consultant’s performance of the Services.

  • Executive Compensation Until such time as the Investor ceases to own any debt or equity securities of the Company acquired pursuant to this Agreement or the Warrant, the Company shall take all necessary action to ensure that its Benefit Plans with respect to its Senior Executive Officers comply in all respects with Section 111(b) of the EESA as implemented by any guidance or regulation thereunder that has been issued and is in effect as of the Closing Date, and shall not adopt any new Benefit Plan with respect to its Senior Executive Officers that does not comply therewith. “Senior Executive Officers” means the Company’s “senior executive officers” as defined in subsection 111(b)(3) of the EESA and regulations issued thereunder, including the rules set forth in 31 C.F.R. Part 30.

  • Employment and Term of Employment Subject to the terms and conditions of this Agreement, the Company hereby agrees to employ the Executive, and the Executive hereby agrees to serve the Company, as Controller and Secretary for a term (the "Term of Employment") beginning on the date first set forth above (the "Effective Date") and ending on the Expiration Date (defined below). As used in this Agreement, "Expiration Date" means the first anniversary of the Effective Date, provided that on each anniversary of the Effective Date (each such anniversary being referred to as a "Renewal Date"), the Expiration Date shall be automatically extended one additional year unless, not less than 10 days prior to the relevant Renewal Date, (i) either party shall have given written notice to the other that no such automatic extension shall occur after the date of such notice or (ii) either party shall have given a Notice of Termination to the other pursuant to Section 5 hereof. Notwithstanding the foregoing, if either party gives a valid Notice of Termination pursuant to Section 5 hereof, the Term of Employment shall not extend beyond the termination date specified in such Notice of Termination.

  • Compensation and Benefits Upon Termination of Employment (a) If the Company shall terminate the Executive's employment after a Change in Control other than pursuant to Section 3(b), 3(c) or 3(d) and Section 3(f), or if the Executive shall terminate his employment for Good Reason, then the Company shall pay to the Executive, as severance compensation and in consideration of the Executive's adherence to the terms of Section 5 hereof, the following:

  • Executive Compensation Plans Executive shall be entitled during the Term to participate, without discrimination or duplication, in executive compensation plans and programs intended for general participation by senior executives of the Bank, as presently in effect or as they may be modified or added to by the Bank from time to time, subject to the eligibility and other requirements of such plans and programs, including without limitation any stock option plans, plans under which restricted stock/restricted stock units, performance-based restricted stock/restricted stock units or performance-accelerated restricted stock/restricted stock units (collectively, “stock plans”) may be awarded, other annual and long-term cash and/or equity incentive plans, and deferred compensation plans. The Bank makes no commitment under this Section 5(a) to provide participation opportunities to Executive in all plans and programs or at levels equal to (or otherwise comparable to) the participation opportunity of any other executive.

  • Employment of the Adviser The Trust hereby employs the Adviser to manage the investment and reinvestment of the Fund's assets and to administer its affairs, subject to the direction of the Board of Trustees and the officers of the Trust, for the period and on the terms hereinafter set forth. The Adviser hereby accepts such employment and agrees during such period to render the services and to assume the obligations herein set forth for the compensation herein provided. The Adviser shall for all purposes herein be deemed to be an independent contractor and shall, except as expressly provided or authorized (whether herein or otherwise), have no authority to act for or represent the Fund or the Trust in any way or otherwise be deemed an agent of the Fund or the Trust.

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