Employee Benefits and Contracts. (a) For a period of one year following the Effective Time, except as contemplated by this Agreement, any Buyer Entity shall provide generally to employees who are actively employed by a Seller Entity on the Closing Date (“Covered Employees”) while employed by such Buyer Entity following the Closing Date employee benefits under Buyer Benefit Plans, on terms and conditions which are, in the aggregate, substantially comparable to those provided by Buyer Entities to their similarly situated employees; provided, that in no event shall any Covered Employee be eligible to participate in any closed or frozen plan of any Buyer Entity. Until such time as Buyer shall cause the Covered Employees to participate in the applicable Buyer Benefit Plans, the continued participation of the Covered Employees in the Seller Benefit Plans shall be deemed to satisfy the foregoing provisions of this clause (it being understood that participation in Buyer Benefit Plans may commence at different times with respect to each of Buyer Benefit Plans). For purposes of determining eligibility to participate and vesting under Buyer Benefit Plans, and for purposes of determining a Covered Employee’s entitlement to paid time off under the applicable Buyer Entity’s paid time off program, the service of the Covered Employees with a Seller Entity prior to the Effective Time shall be treated as service with a Buyer Entity participating in such Buyer Benefit Plans, to the same extent that such service was formally recognized by the Seller Entities for purposes of a similar benefit plan; provided, that such recognition of service shall not (i) operate to duplicate any benefits of a Covered Employee with respect to the same period of service or (ii) apply for purposes of any plan, program or arrangement (x) under which similarly-situated employees of Buyer Entities do not receive credit for prior service, (y) that is grandfathered or frozen, either with respect to level of benefits or participation, or (z) for purposes of retiree medical benefits or level of benefits under a defined benefit pension plan.
Employee Benefits and Contracts. Following the Effective Time, NDC ------------------------------- shall provide generally to officers and employees of the Source Entities employee benefits under employee benefit and welfare plans on terms and conditions which when taken as a whole are substantially similar to those currently provided by the NDC Entities to their similarly situated officers and employees. For purposes of participation, vesting and (except in the case of NDC retirement plans) benefit accrual under NDC's employee benefit plans, the service of the employees of the Source Entities prior to the Effective Time shall be treated as service with a NDC Entity participating in such employee benefit plans. NDC also shall cause the Surviving Corporation and its Subsidiaries to honor in accordance with their terms all employment, severance, consulting and other compensation Contracts disclosed in Section 8.13 of the Source Disclosure Memorandum to NDC between any Source Entity and any current or former director, officer, or employee thereof, and all provisions for vested benefits or other vested amounts earned or accrued through the Effective Time under the Source Benefit Plans. If so advised by NDC at least 30 days prior to the Effective Time, Source, on behalf of itself and each Source Entity, shall terminate its participation in the Source Informatics America, PMSI Xxxxx-Xxxxx, and Xxxxx America Retirement Plan (the "401(k) Plan"), effective no later than the day preceding the Effective Time. The amendment to the 401(k) Plan which effects such termination shall be adopted no later than ten (10) days prior to the Effective Time. Immediately following its adoption, Source shall provide NDC with a copy of such amendment which (i) terminates Source's participation in the plan, (ii) fully vests employees of each Source Entity in their account balances under the 401(k) Plan as of the effective date of the termination; and (iii) provides for lump sum distributions (which shall be "eligible rollover distributions," within the meaning of Section 402(c)(4) of the Internal Revenue Code) of the participants' accrued benefits as soon as practicable following Source's or its successor's receipt of a letter from the Internal Revenue Service to the effect that the Source Entities' termination of participation in the 401(k) Plan and the subsequent distribution of the participants' accounts thereunder does not adversely affect the 401(k) Plan's qualified status under Section 401(a) of the Internal Re...
Employee Benefits and Contracts. 40 8.15 Indemnification................................................ 40
Employee Benefits and Contracts. Following the Effective Time, FIRST BANKING shall either (i) continue to provide to officers and employees of the WAYNX Xxxities employee benefits under WAYNE's existing employee benefit and welfare plans or, (ii) if FIRST BANKING shall determine to provide to officers and employees of the WAYNX Xxxities employee benefits under other employee benefit plans and welfare plans, provide generally to officers and employees of the WAYNX Xxxities employee benefits under employee benefit and welfare plans, on terms and conditions which when taken as a whole are substantially similar to those currently provided by the FIRST BANKING Entities to their similarly situated officers and employees. For purposes of participation and vesting (but not accrual of benefits) under FIRST BANKING's employee benefit plans, (i) service under any qualified defined benefit plan of WAYNX xxxll be treated as service under FIRST BANKING's defined benefit plan, if any, (ii) service under any qualified defined contribution plans of WAYNX xxxll be treated as service under FIRST BANKING's qualified defined contribution plans, and (iii) service under any other employee benefit plans of WAYNX xxxll be treated as service under any similar employee benefit plans maintained by FIRST BANKING. With respect to officers and employees of the WAYNX Xxxities who, at or after the Effective Time, become employees of a FIRST BANKING Entity and who, immediately prior to the Effective Time, are participants in one or more employee welfare benefit plans maintained by the WAYNX Xxxities, FIRST BANKING shall cause each comparable employee welfare benefit plan which is substituted for a WAYNX xxxfare benefit plan to waive any evidence of insurability or similar provision, to provide credit for such participation prior to such substitution with regard to the application of any pre-existing condition limitation, and to provide credit towards satisfaction of any deductible or out-of-pocket provisions for expenses incurred by such participants during the period prior to such substitution, if any, that overlaps with the then current plan year for each such substituted employee welfare benefit plans. FIRST BANKING also shall cause the Surviving Bank and its Subsidiaries to honor in accordance with their terms all employment, severance, consulting and other compensation Contracts disclosed in Section 8.13 of the WAYNX Xxxclosure Memorandum to FIRST BANKING between any WAYNX Xxxity and any current or former director, o...
Employee Benefits and Contracts. (a) Following the Effective Time, SBC shall maintain or cause to be maintained employee benefit plans and compensation opportunities for the benefit of employees (as a group) who are full-time active employees of Professional and/or its subsidiaries on the Closing Date (“Covered Employees”) that provide employee benefits and compensation opportunities which, in the aggregate, are substantially comparable to the employee benefits and compensation opportunities that are made available on a uniform and non-discriminatory basis to similarly situated employees of SBC or its Subsidiaries, as applicable; provided, however, that in no event shall any Covered Employee be eligible to participate in any closed or frozen plan of SBC or its Subsidiaries; and provided further that in no event shall SBC be required to take into account any retention arrangements or equity compensation when determining whether employee benefits are substantially comparable. SBC shall give the Covered Employees full credit for their prior service with Professional and its Subsidiaries (i) for purposes of eligibility (including initial participation and eligibility for current benefits) and vesting under any qualified or non-qualified employee benefit plan maintained by SBC and in which Covered Employees may be eligible to participate and (ii) for all purposes under any welfare benefit plans, vacation plans and similar arrangements maintained by SBC.
Employee Benefits and Contracts. Following the Effective Time, ------------------------------- PURCHASER shall provide generally to officers and employees of the TARGET Companies employee benefits under employee benefit plans (other than stock option or other plans involving the potential issuance of PURCHASER Common Stock), on terms and conditions which when taken as a whole are substantially similar to those currently provided by the PURCHASER Companies to their similarly situated officers and employees, provided that for a period of twelve (12) months after the Effective Time, PURCHASER shall provide generally to officers and employees of TARGET Companies severance benefits in accordance with the policies of either (i) TARGET as Previously Disclosed, or (ii) PURCHASER, whichever of (i) or (ii) will provide the greater benefit to the officer or employee. For purposes of participation and vesting under such employee benefit plans, the service of the employees of the TARGET Companies prior to the Effective Time shall be treated as service with a PURCHASER Company participating in such employee benefit plans. PURCHASER also shall honor in accordance with their terms all employment, severance, consulting and other compensation Contracts Previously Disclosed to PURCHASER between any TARGET Company and any current or former director, officer, or employee thereof and all provisions for vested benefits or other vested amounts earned or accrued through the Effective Time under the TARGET Benefit Plans.
Employee Benefits and Contracts. (a) Section 3.14 of the Seller Disclosure Schedule lists all employee benefit plans (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) maintained by Seller. Each of such employee benefit plans complies in all material respects with applicable requirements of ERISA or the Code of 1986 and no "reportable event" or "prohibited transaction" (as such terms are defined in ERISA) has occurred with respect to any such plan, and no termination, if it has occurred or were to occur before the Effective Date, would present a risk of liability to any Governmental Entity or other persons that would have a Seller Material Adverse Effect.
Employee Benefits and Contracts. (a) Except as specifically provided in this Agreement, all persons who are employees of the First South Entities immediately prior to the Effective Time and whose employment is not terminated, if any, at or prior to the Effective Time (a “Continuing Employee”) shall, at the Effective Time, become at-will employees of the Surviving Bank or one of its subsidiaries; provided, however, that in no event shall any of the employees of the First South Entities be officers of the Surviving Corporation or the Surviving Bank, or have or exercise any power or duty conferred upon such an officer, unless and until duly elected or appointed to such position by the Board of Directors of the Surviving Corporation or the Surviving Bank and in accordance with the Bylaws of the Surviving Corporation or the Surviving Bank. All of the Continuing Employees shall be employed at the will of the Surviving Bank, and no contractual right to employment shall inure to such employees because of this Agreement except as may be otherwise expressly set forth in this Agreement.
Employee Benefits and Contracts. Following the Effective Time, ASB shall provide generally to officers and employees of FCB (who continue employment with Atlantic Southern or any of its Subsidiaries) employee benefits on terms and conditions which, when taken as a whole, are substantially similar to those then currently provided by ASB to its other similarly situated officers and employees. For avoidance of doubt, other than with respect to Xxxxxxx Xxxxxx, who will not receive an offer of employment with ASB, ASB shall provide employment to all officers of FCB. For purposes of benefit accrual (but only for purposes of determining benefits accruing under payroll practices such as vacation policy or under fringe benefit programs that do not rise to the level of a “plan” within the meaning of Section 3(3) of ERISA), eligibility to participate and vesting determinations in connection with the provision of any such employee benefits, service with the FCB Entities prior to the Effective Date shall be counted. ASB shall also honor in accordance with their terms all employment, severance, consulting, option and other contracts of a compensatory nature to the extent disclosed in the FCB Disclosure Memorandum between any FCB Entity and any current or former director, officer or employee thereof, and no other contracts of the types described that are not so disclosed shall be deemed to be assumed by ASB by reason of this Section 8.12. If ASB shall terminate any “group health plan,” within the meaning of Section 4980B(g)(2) of the Internal Revenue Code, in which one or more employees of a FCB Entity participated immediately prior to the Effective Time (a “Company Health Plan”), there will be no underwriting requirements, and all employees and officers of FCB who continue employment with Atlantic Southern or any of its Subsidiaries shall receive coverage under ASB’s current group health plan. Such health plan will give credit for any such employee’s participation in the Company Health Plan prior to the Effective Time for purposes of applying any waiting period and/or pre-existing condition limitations set forth therein; and, if such transition occurs during the middle of the plan year for such a Company Health Plan, to give credit towards satisfaction of any annual deductible limitation and out-of pocket maximum applied under such successor group health plan for any deductible amounts and co-payments previously paid by any such employee respecting his or her participation in that Company Health Plan d...
Employee Benefits and Contracts. Following the Effective Time, but in no event earlier than the consolidation of Mutual's depository institution Subsidiaries with UPC's depository institution Subsidiaries, UPC shall provide to officers and employees of the Mutual Companies (the "Continuing Employees"), employee benefits under employee benefit plans on terms and conditions which when taken as a whole are substantially similar to those currently provided by the UPC Companies to their similarly situated officers and employees. For purposes of participation, vesting, and benefit accruals (but not accrual of benefits under UPC's tax-qualified retirement plans) under such employee benefit plans, (i) service under any qualified defined benefit or contribution plans of Mutual shall be treated as service under UPC's qualified defined benefit or contribution plans and (ii) service under any other employee benefit plans of Mutual shall be treated as service under any similar employee benefit plans maintained by UPC. UPC shall cause the UPC welfare benefit plans that cover the Continuing Employees after the Effective Time to (i) waive any waiting period and restrictions and limitations for preexisting conditions or insurability and (ii) cause any deductible, co-insurance, or maximum out-of-pocket payments made by the Continuing Employees under Mutual's welfare benefit plans to be credited to such Continuing Employees under the UPC welfare benefit plans, so as to reduce the amount of any deductible, co-insurance, or maximum out-of-pocket payments payable by the Continuing Employees under the UPC welfare benefit plans. Prior to the commencement of the Continuing Employee's participation in the UPC employee benefit plans and programs, the benefit coverage of, and participation in benefit plans by, the Continuing Employees shall continue under the Mutual Benefit Plans, as in effect immediately prior to the Effective Time. During such transition period, the coverage under and participation in the Mutual Benefit Plans shall be deemed to provide the Continuing Employees with benefits that are no less favorable than those offered to other employees of UPC and its Subsidiaries. Except as expressly provided in the Supplemental Letter, UPC also shall cause Mutual and its Subsidiaries to honor all employment, severance, consulting, and other compensation Contracts disclosed in Section 8.13 of the Mutual Disclosure Memorandum to UPC between any Mutual Company and any current or former director, officer, independe...
