Common use of Employment Arrangements Clause in Contracts

Employment Arrangements. (a) From and after the Effective Time, (i) Fulton, Premier Bank or another subsidiary of Fulton (any such parties employing employees of Premier or a Premier subsidiary, the "Fulton Employers") shall: (A) satisfy each of the Employment Obligations (as defined in Section 3.17 herein), and (B) use its good faith efforts to retain each present employee of Premier and the Premier Subsidiaries in such employee's current position and salary compensation (or, if offered to, and accepted by, an employee, a position for which the employee is qualified with the Xxxxxx Employers at a compensation commensurate with the position), (ii) in the event that the Xxxxxx Employers shall continue to employ officers or employees of Premier and the Premier Subsidiaries as of the Effective Time, the Xxxxxx Employers shall employ such persons on the Effective Time who are not Contract Employees (as that term is defined in Section 3.17 herein) as "at will" employees, and (iii) in the event the Xxxxxx Employers are not willing to employ, or terminate the employment (other than as a result of unsatisfactory performance of their respective duties) of any officers or employees of Premier or the Premier Subsidiaries who are not Contract Employees and who do not receive any payment as a result of a Change of Control Agreement with Premier or Premier Bank, the Fulton Employers shall pay severance benefits to such employees (other than Contract Employees) as follows: (A) in the event employment is terminated on or prior to the date which is one year after the Effective Date, the greater of (I) three months' salary or (II) one week's salary and one week's salary for each year of service with Premier or an Premier Subsidiary, thereafter, up to a maximum of 26 weeks' salary; or (B) in the event employment is terminated thereafter, in accordance with the then existing severance policy of Fulton or its successor.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Fulton Financial Corp), Agreement and Plan of Merger (Premier Bancorp Inc /Pa/)

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Employment Arrangements. (a) From and after the Effective Time, (i) FultonFFC, Premier Bank Xxxxxx Bank, Advisors or another subsidiary of Fulton FFC (any such parties employing employees of Premier or a Premier subsidiary, the "Fulton FFC Employers") shall: (A) to satisfy each of the Employment Obligations (as defined in Section 3.17 herein), and (B) use its good faith best efforts to retain each present full-time employee of Premier DBC and the Premier DBC Subsidiaries in at such employee's current position and salary compensation (or, if offered to, and accepted by, an employee, a position for which the employee is qualified with the Xxxxxx FFC Employers at a compensation salary commensurate with the position), (C) pay compensation to each person who was employed as of the Effective Time and who continues to be employed by the FFC Employers on and after the Effective Time, that is at least equal to the aggregate compensation that such person was receiving from DBC or the DBC Subsidiaries prior to the Effective Time (unless there is a material change in the duties and responsibilities of such employee), (ii) in the event that the Xxxxxx FFC Employers shall continue to employ officers or employees of Premier DBC and the Premier DBC Subsidiaries as of the Effective Time, the Xxxxxx FFC Employers shall employ such persons on the Effective Time who are not Contract Employees (as that term is defined in Section 3.17 herein) as "at will" employees, and (iii) in the event the Xxxxxx FFC Employers are not willing to employ, or terminate the employment (other than as a result of unsatisfactory performance of their respective dutiesduties and provided that a requirement to regularly perform duties at a location which is more than 25 miles from both an employee's principal place of employment with DBC and Drovers Bank and his residence as of the date of this Agreement may be treated as a termination of employment of such employee) of any officers or employees of Premier DBC or the Premier DBC Subsidiaries who are not Contract Employees and who do not receive any payment as a result of a Change of Control Agreement with Premier or Premier Bankthe Effective Time, the Fulton FFC Employers shall pay severance benefits to such employees employee (other than Contract Employeesemployees who receive payments under an Employment Obligation) as follows: (A) in the event employment is terminated on or prior to the date which is one year after the Effective Date, the greater of (I) three months' salary or (II) one two week's salary and plus one week's salary for each year of service with Premier DBC or an Premier Subsidiarythe DBC Subsidiaries, thereafter, up to with a maximum of 26 weeks' fifty-two week's salary; or (B) in the event employment is terminated thereafter, in accordance with the then existing severance policy of Fulton the Bank or its successor.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Drovers Bancshares Corp), Agreement and Plan of Merger (Fulton Financial Corp)

Employment Arrangements. (a) From In arriving at the Merger Consideration, Fxxxxx anticipated that there will be some consolidation of The Columbia Bank’s “back room” operations. Subject to that caveat, from and after the Effective Time, (i) FultonFxxxxx, Premier The Columbia Bank or another subsidiary of Fulton Fxxxxx (any such parties employing employees of Premier Columbia or a Premier subsidiaryColumbia Subsidiary, the "Fulton “Fxxxxx Employers") shall: (A) satisfy each of the Employment Obligations (as defined in Section 3.17 herein)Obligations, and (B) use its good faith efforts to retain each present employee of Premier Columbia and the Premier Columbia Subsidiaries in such employee's ’s current position and salary compensation (or, if offered to, and accepted by, an employee, a position for which the employee is qualified with the Xxxxxx Fxxxxx Employers at a compensation commensurate with the position), (ii) in the event that the Xxxxxx Fxxxxx Employers shall continue to employ officers or employees of Premier Columbia and the Premier Columbia Subsidiaries as of the Effective Time, the Xxxxxx Fxxxxx Employers shall employ such persons on the Effective Time who are not Contract Employees (as that term is defined in Section 3.17 herein) as "at “at-will" employees, and (iii) in the event the Xxxxxx Fxxxxx Employers are not willing to employ, or terminate the employment (other than as a result of unsatisfactory performance of their respective duties) of of, any officers or employees of Premier Columbia or the Premier Columbia Subsidiaries who are not Contract Employees and who do not receive any payment as a result of a Change of Control Agreement with Premier or Premier BankEmployees, the Fulton Fxxxxx Employers shall pay severance benefits to such employees (other than Contract Employees) as follows: (A) in the event employment is terminated on or prior to the date which is one year after the Effective Date, the greater of (I) three months' salary or (II) one week's ’s salary and plus one week's ’s salary for each year of service with Premier Columbia or an Premier a Columbia Subsidiary, thereafteror predecessor of Columbia or a Columbia Subsidiary if such service was recognized by Columbia for the purposes of Columbia’s 401(k) Plan, up to a maximum of 26 weeks' salary; or (B) in the event employment is terminated thereafter, in accordance with the then existing severance policy of Fulton Fxxxxx or its successor; or (C) as otherwise agreed between Fxxxxx and Columbia.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Fulton Financial Corp)

Employment Arrangements. (a) From and after the Effective Time, (i) Fulton, Premier Bank FFC shall cause each of the SFC Subsidiaries or another subsidiary of Fulton (any such parties employing employees of Premier or a Premier subsidiary, the "Fulton Employers") shalltheir respective successors: (A) to satisfy each of the Employment Obligations (as defined defined, and amended as set forth, in Section 3.17 herein), and (B) use its good faith their best efforts to retain each present full-time employee of Premier and the Premier Subsidiaries in SCB at such employee's current position and salary compensation (or, if offered to, and accepted by, an employee, a position for which the employee is qualified with the Xxxxxx Employers FFC or an FFC subsidiary bank at a compensation salary commensurate with the position), (iiC) pay compensation to each person who was employed as of the Effective Time and who continues to be employed by SFC on and after the Effective Time, that is at least equal to the aggregate compensation that such person was receiving from SFC or the SFC Subsidiaries prior to the Effective Time (unless there is a material change in the duties and responsibilities of such employee).(ii) in the event that FFC causes the Xxxxxx Employers shall SFC Subsidiaries or their successors to continue to employ officers or employees of Premier SFC and the Premier SFC Subsidiaries as of the Effective Time, the Xxxxxx Employers SFC Subsidiaries or their successors shall employ such persons on the Effective Time who are not Contract Employees (as that term is defined in Section 3.17 herein) will be employed as "at will" employees, (iii) officers and employees of SFC and/or the SFC Subsidiaries who continue employment with SFC and/or the SFC Subsidiaries or their successors after the Effective Time and who are Contract Employees (as that term is defined in Section 3.17 herein) will be employed pursuant to the terms and conditions of their respective Employment Obligations, and (iiiiv) in the event the Xxxxxx Employers are SFC Subsidiaries or their successors do not willing to employ, or terminate the employment (other than as a result of unsatisfactory performance of their respective duties) of any officers or employees of Premier SFC or the Premier SFC Subsidiaries as of the Time who are not Contract Employees and who do not receive any payment as a result of a Change of Control Agreement with Premier Employees, FFC shall cause the SFC Subsidiaries or Premier Bank, the Fulton Employers shall their successors to pay severance benefits to such employees (other than Contract Employees) employee as follows: (A) in the event employment is terminated on or prior to the date which is one year after the Effective Date, the greater of (I) three months' salary or (II) one week's salary and plus an additional one week's salary for each year of service with Premier SFC or an Premier Subsidiary, thereafter, up to a maximum of 26 weeks' salarythe SFC Subsidiaries; or (B) in the event employment is terminated thereafter, in accordance with the then existing severance policy of Fulton SCB or its successor.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Skylands Financial Corp)

Employment Arrangements. (a) From In arriving at the Merger Consideration, Xxxxxx anticipated that there will be some consolidation of The Columbia Bank’s “back room” operations. Subject to that caveat, from and after the Effective Time, (i) FultonXxxxxx, Premier The Columbia Bank or another subsidiary of Fulton Xxxxxx (any such parties employing employees of Premier Columbia or a Premier subsidiaryColumbia Subsidiary, the "Fulton “Xxxxxx Employers") shall: (A) satisfy each of the Employment Obligations (as defined in Section 3.17 herein)Obligations, and (B) use its good faith efforts to retain each present employee of Premier Columbia and the Premier Columbia Subsidiaries in such employee's ’s current position and salary compensation (or, if offered to, and accepted by, an employee, a position for which the employee is qualified with the Xxxxxx Employers at a compensation commensurate with the position), (ii) in the event that the Xxxxxx Employers shall continue to employ officers or employees of Premier Columbia and the Premier Columbia Subsidiaries as of the Effective Time, the Xxxxxx Employers shall employ such persons on the Effective Time who are not Contract Employees (as that term is defined in Section 3.17 herein) as "at “at-will" employees, and (iii) in the event the Xxxxxx Employers are not willing to employ, or terminate the employment (other than as a result of unsatisfactory performance of their respective duties) of of, any officers or employees of Premier Columbia or the Premier Columbia Subsidiaries who are not Contract Employees and who do not receive any payment as a result of a Change of Control Agreement with Premier or Premier BankEmployees, the Fulton Xxxxxx Employers shall pay severance benefits to such employees (other than Contract Employees) as follows: (A) in the event employment is terminated on or prior to the date which is one year after the Effective Date, the greater of (I) three months' salary or (II) one week's ’s salary and plus one week's ’s salary for each year of service with Premier Columbia or an Premier a Columbia Subsidiary, thereafteror predecessor of Columbia or a Columbia Subsidiary if such service was recognized by Columbia for the purposes of Columbia’s 401(k) Plan, up to a maximum of 26 weeks' salary; or (B) in the event employment is terminated thereafter, in accordance with the then existing severance policy of Fulton Xxxxxx or its successor; or (C) as otherwise agreed between Xxxxxx and Columbia.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Columbia Bancorp)

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Employment Arrangements. (a) From and after the Effective Time, (i) Fulton, Premier Bank FFC shall cause each of the SFC Subsidiaries or another subsidiary of Fulton (any such parties employing employees of Premier or a Premier subsidiary, the "Fulton Employers") shalltheir respective successors: (A) to satisfy each of the Employment Obligations (as defined defined, and amended as set forth, in Section 3.17 herein), and (B) use its good faith their best efforts to retain each present full-time employee of Premier and the Premier Subsidiaries in SCB at such employee's current position and salary compensation (or, if offered to, and accepted by, an employee, a position for which the employee is qualified with the Xxxxxx Employers FFC or an FFC subsidiary bank at a compensation salary commensurate with the position), (iiC) pay compensation to each person who was employed as of the Effective Time and who continues to be employed by SFC on and after the Effective Time, that is at least equal to the aggregate compensation that such person was receiving from SFC or the SFC Subsidiaries prior to the Effective Time (unless there is a material change in the duties and responsibilities of such employee).(ii) in the event that FFC causes the Xxxxxx Employers shall SFC Subsidiaries or their successors to continue to employ officers or employees of Premier SFC and the Premier SFC Subsidiaries as of the Effective Time, the Xxxxxx Employers SFC Subsidiaries or their successors shall employ such persons on the Effective Time who are not Contract Employees (as that term is defined in Section 3.17 herein) will be employed as "at will" employees, (iii) officers and employees of SFC and/or the SFC Subsidiaries who continue employment with SFC and/or the SFC Subsidiaries or their successors after the Effective Time and who are Contract Employees (as that term is defined in Section 3.17 herein) will be employed pursuant to the terms and conditions of their respective Employment Obligations, and (iiiiv) in the event the Xxxxxx Employers are SFC Subsidiaries or their successors do not willing to employ, or terminate the employment (other than as a result of unsatisfactory performance of their respective duties) of any officers or employees of Premier SFC or the Premier SFC Subsidiaries as of the Effective Time who are not Contract Employees and who do not receive any payment as a result of a Change of Control Agreement with Premier Employees, FFC shall cause the SFC Subsidiaries or Premier Bank, the Fulton Employers shall their successors to pay severance benefits to such employees (other than Contract Employees) employee as follows: (A) in the event employment is terminated on or prior to the date which is one year after the Effective Date, the greater of (I) three months' salary or (II) one week's salary and plus an additional one week's salary for each year of service with Premier SFC or an Premier Subsidiary, thereafter, up to a maximum of 26 weeks' salarythe SFC Subsidiaries; or (B) in the event employment is terminated thereafter, in accordance with the then existing severance policy of Fulton SCB or its successor.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Fulton Financial Corp)

Employment Arrangements. (a) From In arriving at the Merger Consideration, Fulton anticipated that xxxxe will be substantial consolidation of Somerset Bank's "back room" operations. Subject to that caveat, from and after the Effective Time, (i) Fulton, Premier Somerset Bank or another xxxxxxr subsidiary of Fulton (any such parties employing xxxloying employees of Premier Somerset or a Premier subsidiarySomerset Subsidiary, the "Fulton Employers") shallshxxx: (A) satisfy each of the Employment Obligations (as defined in Section 3.17 herein), and (B) use its good faith efforts to retain each present employee of Premier Somerset and the Premier Somerset Subsidiaries in such employee's current position and salary compensation (or, if offered to, and accepted by, an employee, a position for which the employee is qualified with the Xxxxxx Fulton Employers at a compensation compexxxxxxn commensurate with the position), (ii) in the event that the Xxxxxx Fulton Employers shall continue coxxxxxx to employ officers or employees of Premier Somerset and the Premier Somerset Subsidiaries as of the Effective Time, the Xxxxxx Fulton Employers shall employ such emxxxx xuch persons on the Effective Time who are not Contract Employees (as that term is defined in Section 3.17 herein) as "at at-will" employees, and (iii) in the event the Xxxxxx Fulton Employers are not willing xxx xxlling to employ, or terminate the employment (other than as a result of unsatisfactory performance of their respective duties) of of, any officers or employees of Premier Somerset or the Premier Somerset Subsidiaries who are not Contract Employees and who do not receive any payment as a result of a Change of Control Agreement with Premier or Premier BankEmployees, the Fulton Employers shall pay severance pax xxxerance benefits to such employees (other than Contract Employees) as follows: (A) in the event employment is terminated on or prior to the date which is one year after the Effective Date, the greater of (I) three months' salary or (II) one week's salary and one week's salary for each year of service with Premier Somerset or an Premier a Somerset Subsidiary, thereafter, up to a maximum of 26 weeks' salary; or (B) in the event employment is terminated thereafter, in accordance with the then existing severance policy of Fulton or its successor.

Appears in 1 contract

Samples: Agreement and Plan of Merger (SVB Financial Services Inc)

Employment Arrangements. (a) From and after the Effective Time, (i) FultonXxxxxx, Premier Resource Bank or another subsidiary of Fulton Xxxxxx (any such parties employing employees of Premier Resource or a Premier subsidiaryResource Subsidiary, the "Fulton “Xxxxxx Employers") shall: (A) satisfy each of the Employment Obligations (as defined in Section 3.17 herein), and (B) use its good faith efforts to retain each present employee of Premier Resource and the Premier Resource Subsidiaries in such employee's ’s current position and salary compensation (or, if offered to, and accepted by, an employee, a position for which the employee is qualified with the Xxxxxx Employers at a compensation commensurate with the position), (ii) in the event that the Xxxxxx Employers shall continue to employ officers or employees of Premier Resource and the Premier Resource Subsidiaries as of the Effective Time, the Xxxxxx Employers shall employ such persons on the Effective Time who are not Contract Employees (as that term is defined in Section 3.17 herein) as "at “at-will" employees, and (iii) in the event the Xxxxxx Employers are not willing to employ, or terminate the employment (other than as a result of unsatisfactory performance of their respective duties) of of, any officers or employees of Premier Resource or the Premier Resource Subsidiaries who are not Contract Employees and who do not receive any payment as a result of a Change of Control Agreement with Premier or Premier BankEmployees, the Fulton Xxxxxx Employers shall pay severance benefits to such employees (other than Contract Employees) as follows: (A) in the event employment is terminated on or prior to the date which is one year after the Effective Date, the greater of (I) three months' salary or (II) one week's ’s salary and one week's ’s salary for each year of service with Premier Resource or an Premier a Resource Subsidiary, thereafter, up to a maximum of 26 weeks' salary; or (B) in the event employment is terminated thereafter, in accordance with the then existing severance policy of Fulton Xxxxxx or its successor.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Fulton Financial Corp)

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