Common use of Employment of Existing Branch Employees Clause in Contracts

Employment of Existing Branch Employees. After the execution of this Agreement, the Purchaser agrees to interview as soon as practicable all employees of the Seller who are then assigned to the Branches (the “Employees”) as identified on Schedule 4.1, and shall notify the Seller as soon as practicable and in any event no later than fifteen (15) days prior to Closing whether the Purchaser will offer employment to such Employees. As of the Effective Time, the Employees who accept the Purchaser’s offer of employment will become employees of the Purchaser and will cease to be employees of the Seller (such employees, the “Transferred Employees”). The Seller is responsible for the filing of Form W-2s with the IRS and any required filing with state tax authorities with respect to wages and benefits paid to each such Transferred Employee for periods ending on or prior to the Effective Time. Any Employees not hired by the Purchaser shall remain the responsibility of the Seller, and the Purchaser shall have no liability or obligation to any such Employees. The Seller shall be responsible for any and all severance or similar payments owing to any Employees who do not become Transferred Employees. It is understood and agreed that (i) the Purchaser’s employment of any Transferred Employee as set forth in this Section 4.1 shall not constitute a commitment, contract or understanding (express or implied) of an obligation on the part of the Purchaser to a post-Closing employment relationship of any fixed term or duration or upon any terms or conditions other than those that the Purchaser may establish pursuant to individual offers of employment, and (ii) employment offered by the Purchaser is “at will” and may be terminated by the Purchaser or by a Transferred Employee at any time for any reason (subject to any written commitments to the contrary made by the Purchaser or a Transferred Employee and subject to any legal restrictions). Nothing in this Agreement shall be deemed to prevent or restrict in any way the right of the Purchaser to terminate, reassign, promote or demote any of the Transferred Employees after the Effective Time or to change adversely or favorably the title, powers, duties, responsibilities, functions, locations, salaries, other compensation, or terms or conditions of employment of such Transferred Employees.

Employment of Existing Branch Employees. Seller and Purchaser will cooperate in determining when to convene a meeting of the employees of Seller who are assigned to the Branch to disclose the execution of this Agreement and at which Purchaser will have an opportunity to speak to such employees, which shall occur not later than five (5) days after consummation of the Merger. After the execution of this Agreement, the Purchaser agrees to interview as soon as reasonably practicable all employees of the Seller who are then assigned to the Branches Branch (the “Employees”) as identified on Schedule 4.1, and shall will notify the Seller as soon as practicable and in any event no later than fifteen (15) within 60 days prior of execution hereof whether Purchaser intends to Closing whether the Purchaser will offer employment to such Employees. As of the Effective Time, the Employees who accept the Purchaser’s offer of employment will become employees of the Purchaser and will cease to be employees of the Seller (such employees, the “Transferred Employees”)Seller. The Seller is responsible for the filing of Form W-2s with the IRS Internal Revenue Service and any required filing with state tax authorities with respect to wages and benefits paid to each such Transferred retained Employee for periods ending on or prior to the Effective Time. Any Employees not hired by the Purchaser shall will remain the responsibility of the Seller, and the Purchaser shall will have no liability or obligation to any such Employees. The Seller Any Employees hired by Purchaser whose employment is terminated (other than for cause) by Purchaser or any affiliate thereof within twelve (12) months following the Closing Date, shall be responsible entitled to receive severance payments in an amount equal to two (2) weeks’ base pay for each full year of service based upon the employee’s date of hire (plus a prorated amount for each partial year of service, such service determined by taking into account service with the Seller, Purchaser and any and all severance or similar payments owing to any Employees who do not become Transferred Employeesaffiliate of Purchaser), with a minimum of twelve (12) weeks’ of base pay. It is understood and agreed that (ia) the Purchaser’s employment of any Transferred Employee as set forth in this Section 4.1 shall will not constitute a commitment, contract or understanding (express or implied) of an obligation on the part of the Purchaser to a post-Closing employment relationship of any fixed term or duration or upon any terms or conditions other than those that the Purchaser may establish pursuant to individual offers of employment, employment and (iib) employment offered by the Purchaser is “at will” and may be terminated by the 34 Purchaser or by a Transferred retained Employee at any time for any reason (subject to any written commitments to the contrary made by the Purchaser or a Transferred Employee and subject to any legal restrictions)reason. Nothing in this Agreement shall will be deemed to prevent or restrict in any way the right of the Purchaser to terminate, reassign, promote or demote any of the Transferred retained Employees after the Effective Time or to change adversely or favorably the title, powers, duties, responsibilities, functions, locations, salaries, other compensation, compensation or terms or conditions of employment of such Transferred retained Employees.

Employment of Existing Branch Employees. After the execution of this Agreement, the Purchaser agrees to interview as soon as practicable all employees of the Seller who are then assigned to the Branches Branch (the “Employees”) as identified on Schedule 4.1, and shall notify the Seller as soon as practicable and in any event no later than fifteen within twenty (1520) days prior to Closing of execution hereof whether the Purchaser will offer employment to such Employees. As of the Effective Time, the Employees who accept the Purchaser’s offer of employment will become employees of the Purchaser and will cease to be employees of the Seller (such employees, the “Transferred Employees”)Seller. The Seller is responsible for the filing of Form W-2s with the IRS Internal Revenue Service and any required filing with state tax authorities with respect to wages and benefits paid to each such Transferred retained Employee for periods ending on or prior to the Effective Time. Any Employees not hired by the Purchaser shall remain the responsibility of the Seller, and the Purchaser shall have no liability or obligation to any such Employees. The Seller shall Except for the employment agreement to be responsible for any and all severance or similar payments owing offered to any Employees who do not become Transferred Employees. It Rxxxxx X. Boss, it is understood and agreed that (i) the Purchaser’s employment of any Transferred retained Employee as set forth in this Section 4.1 shall not constitute a commitment, contract or understanding (express or implied) of an obligation on the part of the Purchaser to a post-Closing employment relationship of any fixed term or duration or upon any terms or conditions other than those that the Purchaser may establish pursuant to individual offers of employment, and (ii) employment offered by the Purchaser is “at will” and may be terminated by the Purchaser or by a Transferred retained Employee at any time for any reason (subject to any written commitments to the contrary made by the Purchaser or a Transferred retained Employee and subject to any legal restrictions). Nothing in this Agreement shall be deemed to prevent or restrict in any way the right of the Purchaser to terminate, reassign, promote or demote any of the Transferred retained Employees after the Effective Time or to change adversely or favorably the title, powers, duties, responsibilities, functions, locations, salaries, other compensation, compensation or terms or conditions of employment of such Transferred retained Employees.

Employment of Existing Branch Employees. After the execution of this Agreement, the Purchaser agrees to interview as soon as reasonably practicable all employees of the Seller who are then assigned to the Branches Branch (the “Employees”) as identified on Confidential Schedule 4.1, and shall notify the Seller as soon as practicable and in any event no later than fifteen within sixty (1560) days prior to Closing of execution hereof whether the Purchaser will offer employment to such Employees. As of the Effective Time, the Employees who accept the Purchaser’s offer of employment will become employees of the Purchaser and will cease to be employees of the Seller (such employees, the “Transferred Employees”)Seller. The Seller is responsible for the filing of Form W-2s with the IRS Internal Revenue Service and any required filing with state tax authorities with respect to wages and benefits paid to each such Transferred retained Employee for periods ending on or prior to the Effective Time. Any Employees not hired by the Purchaser shall remain the responsibility of the Seller, and the Purchaser shall have no liability or obligation to any such Employees. The Seller shall be responsible for any and all severance or similar payments owing to any Employees who do not become Transferred Employees. It is understood and agreed that (ia) the Purchaser’s employment of any Transferred retained Employee as set forth in this Section 4.1 shall not constitute a commitment, contract or understanding (express or implied) of an obligation on the part of the Purchaser to a post-Closing employment relationship of any fixed term or duration or upon any terms or conditions other than those that the Purchaser may establish pursuant to individual offers of employment, employment and (iib) employment offered by the Purchaser is “at will” and may be terminated by the Purchaser or by a Transferred retained Employee at any time for any reason (subject to any written commitments to the contrary made by the Purchaser or a Transferred retained Employee and subject to any legal restrictions). Nothing in this Agreement shall be deemed to prevent or restrict in any way the right of the Purchaser to terminate, reassign, promote or demote any of the Transferred retained Employees after the Effective Time or to change adversely or favorably the title, powers, duties, responsibilities, functions, locations, salaries, other compensation, compensation or terms or conditions of employment of such Transferred retained Employees.