Employment with Buyer. Buyer and Buyer Bank anticipate that Executive will be an at-will employee of Buyer and/or Buyer Bank following the Closing Date as Executive Vice President, Chief Risk Officer at a base salary rate of $210,000 per year.
Employment with Buyer. Concurrently with the signing of this Agreement Buyer and Buyer Bank shall each enter into employment agreements attached hereto as Appendix A and Appendix B with the Executive with such employment agreements to be effective as of the Closing Date at a base salary rate of $350,000 per year.
Employment with Buyer. Buyer and Buyer Bank agree to employ the Executive following the Closing Date, and the Executive hereby agrees to such continued employment, the terms of which shall be memorialized in an employment agreement effective as of the Closing Date.
Employment with Buyer. Immediately after the actual date of hire of any Hired Millennix Employee by Buyer, each such Hired Millennix Employee shall be asked to execute an acknowledgment of employment with Buyer, acknowledging, among other things, that: (i) the employee’s employment with the Company has terminated and that such employee has no carry over rights with respect to any and all employee benefits relating to any former employment with the Company; (ii) upon execution of the appropriate documentation, such employee will be fully covered under the Buyer’s standard health insurance benefits; (iii) demotion and transfer of such employee may occur in the sole and absolute discretion of Buyer at any time, with or without cause and/or notice; and (iv) employment with Buyer is “at-will.” In addition, each Hired Millennix Employee must execute Buyer’s standard confidentiality and inventions assignment agreement.
Employment with Buyer. Buyer shall offer employment to certain employees of Seller and Buyer shall enter into employment agreements substantially in the form of EXHIBIT F hereto immediately after the Closing with those employees of Seller who are listed on SCHEDULE 8.01 and are employed by Seller with respect to the Business immediately prior to Closing. Such offer of employment shall be on terms and conditions that are reasonably comparable to the terms and conditions in effect for such employees immediately prior to the Closing Date as set forth on SCHEDULE 8.01. (Those employees of Seller who accept employment with Buyer are hereinafter referred to as the "Transferred Employees.") Notwithstanding the foregoing, nothing herein shall be deemed to require Buyer to continue to employ any such Transferred Employee for any specific period of time after the Closing Date. Buyer shall not be responsible for compensation, bonuses, sales commissions, severance and any other payment or benefits due to any Transferred Employee with respect to periods prior to the Closing. Buyer shall be responsible for the payment of severance, if any, to any employee of Seller whose employment is terminated after Closing for any reason with respect to periods after the Closing.
Employment with Buyer. Buyer, as a successor employer, agrees to offer employment immediately after the Closing to all persons listed on SCHEDULE 8.01 hereto who, immediately prior to the Closing, are employed by Seller. Such offer of employment shall include provision for compensation at rates substantially similar to the rates of compensation in effect for such employees immediately prior to the Closing Date. (Those employees of Seller who accept employment with Buyer are hereinafter referred to as the "Transferred Employees.") Notwithstanding the foregoing, nothing herein shall be deemed to require Buyer to continue to employ any such Transferred Employee for any specific period of time after the Closing Date. Seller shall be responsible for the payment of severance, if any, to any employee of Seller who refuses employment with Buyer.
Employment with Buyer. Buyer agrees that Xxxxxxxxxx Industries International, Inc., a Delaware corporation affiliated with Buyer formed to employ the Transferred Employees in connection with the operation of the business after the Closing (the “Employing Company”) will offer to enter into employment agreements substantially in the form of Exhibit E hereto immediately after the Closing with those persons who, immediately prior to the Closing, as set forth on Schedule 8.01 are employed by Seller with respect to the Business. Such offer of employment shall include a provision for compensation at rates substantially similar to the rates of compensation in effect for such employees immediately prior to the Closing Date as set forth on Schedule 8.01 and such other terms and conditions as are set forth on Schedule 8.01. (Those employees of Seller who accept employment with the Employing Company are hereinafter referred to as the “Transferred Employees.”) Transferred Employees shall (i) be offered employment for a term of not less than three (3) years from the Closing Date, and (ii) in addition to any medical, dental or health care insurance offered by the Employing Company, have, at the Employing Company’s expense, an account of $3,000 per year (not to be included in the Transferred Employees’ taxable income, if allowed under IRS rules), per employee for any medical, dental or health care costs incurred by the Transferred Employee and/or such Transferred Employee’s immediate family members, which costs are not covered under the Employing Company’s health insurance policy, including, but not limited to, costs incurred for orthodontic devices, prescription drugs or any other medical or dental services, products or procedures not covered by the Employing Company’s health insurance policy. The Employing Company shall be responsible for the payment of severance, if any, to any employee of Seller whose employment is terminated by the Employing Company after the Closing. Back to Contents
Employment with Buyer. No later than two (2) days prior to the Closing, each Hired IT&E Employee shall execute an acknowledgment of employment with Buyer to be effective at the Closing, acknowledging, among other things, that: (i) the employee’s employment with the Seller has terminated and that such employee has no carry over rights with respect to any and all employee benefits relating to any former employment with the Seller, including, without limitation, any accrued vacation or other paid time off, all of which shall be and remain the sole responsibility of the Buyer and that such employee has been paid all wages or other cash remuneration due or owing to such employee as of the Closing Date and that Seller has made all 401(k) matching contributions with respect to such employee that are due as of the Closing Date; (ii) such employee has ninety (90) days to exercise the vested portion of such employee’s options to purchase Seller common stock, if any, after which time such options shall immediately terminate and be of no further force or effect, (iii) upon execution of the appropriate documentation, such employee will be fully covered under the Buyer’s standard health insurance benefits; (iv) demotion and transfer of such employee may occur in the sole and absolute discretion of Buyer at any time, with or without cause and/or notice; and (v) employment with Buyer is “at-will.”
Employment with Buyer. Prior to or at Closing, Buyer shall offer employment on the same terms and with the same salaries, wages and benefits as currently in effect with Seller to those persons who are employed by Seller on the Closing Date ("Seller Employees") who are selected by Buyer in consultation with Mendxxx. Xchedule 7.01 contains a list of all Seller Employees as of March 31, 1996. (Those employees of the Seller who accept employment with the Buyer pursuant to this Agreement are hereinafter referred to as the "Transferred Employees".)
Employment with Buyer. (a) Unless set forth otherwise herein, Buyer shall offer employment, in a similar position with a reasonably comparable compensation package and in the same general geographic area, as of and effective upon the Closing to Sellers' Employees; provided, however, Buyer shall offer such employment only to such employees who present themselves to Buyer for employment within ten (10) days after the Closing or, if later, within ten (10) days after the expiration of any period of employment other than active employment, where they have the right to be reinstated to active employment under Law. Notwithstanding the previous sentence, however, Buyer shall have no obligation to offer employment to those of Sellers' Employees set forth on Schedule 9.2(a). For any such individual who is not actively employed by Sellers immediately prior to Closing, such employment with Buyer shall be effective as of the date the individual returns to work, and each such individual shall thereupon be treated as if the individual were one of Sellers' Employees unless set forth otherwise herein.
