Existing Employment Agreements. “Frankfort First Existing Employment Agreements” shall mean the employment agreements by and between the Bank, Frankfort First and any of the Frankfort First Executives, identified on the Frankfort First Disclosure Schedule.
Existing Employment Agreements. Following the Merger, Buyer shall, or shall cause the Surviving Corporation to, honor in accordance with their terms the employment agreements which have been Previously Disclosed by the Company to the Buyer.
Existing Employment Agreements. The existing employment agreements between the Company and Xxxxxx X. Xxxxxx and Xxxxxxx X. Xxxxxxx, respectively, will be terminated at the Effective Time and such individuals will be entitled to receive from the Company on the Closing Date an amount equal to the aggregate of the remaining amounts payable under such employment agreements. The employment agreement between the Company and Xxxxx X. Xxxxxx will be terminated at the Effective Time and Xx. Xxxxxx will be entitled to receive $4.5 million from the Company on the Closing Date.
Existing Employment Agreements. Except as set forth below, I am aware of no current or prior employment agreements between me and my current or former employers, including but not limited to any employee code of conduct, noncompetition, non solicitation or nondisclosure agreements, which would restrict or otherwise may adversely affect my accepting new employment with the Company. To the extent I have identified any such agreements, I agree to provide copies to the Company before my hiring process is completed so that they can be reviewed for this purpose. To the extent such agreements exist, they are identified as follows: My performance of my expected job duties at the Company will not breach any of these agreements, including as to any agreement to keep in confidence confidential, proprietary and trade secret information that I may have acquired during my previous employment.
Existing Employment Agreements. At the Effective Time, FCB shall, by virtue of the Merger, assume and become responsible for SFC’s and SNB’s respective obligations, and succeed to SFC’s and SNB’s respective rights, under those certain existing Employment Agreements with each of J. Xxxxxxxx Xxxxxx, Xxxxxx X. Xxxxxxxxxx, Xxxxxxx X. Xxxxxxxxx, Xx., and Xxxxx X. Xxxxxx III (the “Existing Employment Agreements”) and those certain Salary Continuation Agreements with each of J. Xxxxxxxx Xxxxxx, Xxxxxx X. Xxxxxxxxxx, Xxxxx X. Xxxxxxxx, Xx. and Xxxxx X. Xxxxxxxx. Following the date of this Agreement and prior to the Effective Time, SFC and SNB will maintain each of the Existing Employment Agreements in effect and will not make or agree to any amendments to or modifications of any of the Existing Employment Agreements except with the written consent of FCB. Prior to the Effective Time SNB may modify or amend any one or more of the Salary Continuation Agreements to the extent reasonably necessary in order for it or them to comply with Section 409A of the Code, if applicable, provided that no such modification or amendment may materially increase the benefits or compensation provided under any such agreement or obligate or subject SNB or its successors to the payment of any excise or other tax or additional payment obligation. SNB shall use commercially reasonable efforts to effect any such necessary modifications or amendments prior to the Effective Time. However, in the event that those modifications or amendments cannot be effected or completed prior to the Effective Time, then FCB agrees that it will use commercially reasonable efforts to effect or complete the same following the Effective Time but prior to December 31, 2005, or, if the same cannot reasonably be completed by that date, as soon thereafter as possible; and, thereafter, FCB agrees that it will use commercially reasonable efforts to make such further modifications or amendments to the Salary Continuation Agreements as shall be necessary to cause them to comply with changes in the Code or regulations promulgated thereunder; provided, that FCB shall not be required to make any such modification or amendment that would obligate or subject FCB or its successors to the payment of any excise or other tax or additional payment obligation under any of those agreements. 7.09. Treatment of Section 401(k) Plan. SNB’s Section 401(k) plan will be terminated, effective immediately prior to the Effective Time. Each participant in SNB’s plan at the...
Existing Employment Agreements. The only employment agreements currently existing between the Company and management are agreements with Michael Dujovne dated on or about September 2000 and Ronald Caprillx xxxxx Xxxxxxxr 1, 2000, and letters pertaining to sxxx xxxx xxxx xf Michael Dujovne (dated January 25, 2002) and Ronald Caprilla (dated Xxxxxxx 00, 0002) have been provided to Purcxxxxx.
Existing Employment Agreements. In satisfaction of the obligations of Advance Savings under its employment agreement with Mr. Gagliardi, concuxxxxxxx xxxx xxe execution of this Agreement Parkvale, Advance and Advance Savings shall enter into a Termination and Release Agreement with Stephen M. Gagliardi xx xxx xxxxx xx Xxhibit D hereto. Parkvale shall honor the other employment agreements of Advance Savings, in effect as of the date of this Agreement, each of which is disclosed on Advance Disclosure Schedule 4.12(d), which schedule describes and quantifies in reasonable detail the maximum amount of payments and benefits which could become due and payable to each such person (assuming the Merger is consummated on or before December 31, 2004) under each of the employment agreements as a result of a termination of employment and/or a change in control of Advance or Advance Savings. As of the date hereof, the Bank shall enter into an Addendum to each such agreement in the form and substance as set forth at Exhibit F hereto.
Existing Employment Agreements. Parent shall honor the existing employment agreements between the Company and each of Messrs. Xxxxxxxx X. XxXxx, III and Xxxx XxXxxxx and the employment agreements between the Company Bank and each of Messrs. LeBon and XxXxxxx and Ms. C. Xxxxx Xxxxxx. Parent acknowledges and agrees that the Merger will constitute a “change in control” of the Company and the Company Bank for all purposes with respect to such employment agreements. Section 7.17 of the Company Disclosure Schedule describes and quantifies in reasonable detail the amount of payments and benefits which will become due and payable to each of the subject executive officers under the employment agreements as a result of termination of employment and/or change in control of the Company. Immediately prior to the Effective Time, Messrs. LeBon and XxXxxxx will execute a separation agreement and a release on terms mutually agreed to (such agreement to occur on or prior to August 2, 2015) by Parent, the Company and the executive officers.
Existing Employment Agreements. Seller shall retain all obligations, and shall reimburse the Company for any amounts payable by the Company, under the Executive Employment Agreement and any Change of Control Agreement resulting from the termination of employment of the applicable Key Executive that is the counterparty thereunder; provided that Seller shall have no obligation to reimburse the Company for any payment owed by the Company under any Change of Control Agreement in connection with a “Qualifying Termination” of the applicable Key Executive party to such agreement (i) by the Company without “Cause” or (ii) by such executive for “Good Reason” (as each such term is defined in the applicable Change of Control Agreement) after the Closing Date (it being understood, for the avoidance of doubt, that Seller shall be obligated to reimburse the Company for any payment owed by the Company in connection with a “Qualifying Termination” of the applicable Key Executive party to such agreement by such executive voluntarily without “Good Reason” or if any Key Executive becomes employed with any Seller Party or any of their respective Affiliates prior to the first (1st) anniversary of the Closing Date). In the event any Key Executive that is the counterparty to the Executive Employment Agreement or any Change of Control Agreement accepts an employment position with or becomes employed by any Seller Party or any Affiliate of any Seller Party during the twelve (12) months immediately following the Closing Date, the Seller Party shall, and shall cause its Affiliates to, condition such employment on the waiver of all of the Company’s obligations under the applicable Executive Employment Agreement or Change of Control Agreement. For the avoidance of doubt, the Seller shall retain all obligations and reimburse the - 61 -
Existing Employment Agreements. Effective at Closing, each of the Sellers' employment agreements with the Company shall be irrevocably and unconditionally terminated on or prior to the Closing without any change of control or severance payment being due and payable or having been paid by the Company other than the issuance of Common Stock to the Employee Sellers in accordance with the capital restructuring plan presented to and approved by Buyer.
