Opportunity of Employment; Employee Benefits. The existing employees of Security may have the opportunity to continue as employees of Farmers or one of its subsidiaries, on the Effective Date; subject, however, to the right of Farmers and its subsidiaries to terminate any such employees. It is understood and agreed that nothing in this Section 6.14 or elsewhere in this Agreement shall be deemed to be a contract of employment or be construed to give said employees any rights other than as employees at will under applicable law and said employees shall not be deemed to be third-party beneficiaries of this provision. From and after the Effective Time, Security employees shall continue to participate in the Security employee benefit plans in effect at the Effective Time unless and until Farmers, in its sole discretion, shall determine that Security employees shall, subject to applicable eligibility requirements, participate in employee benefit plans of Farmers and that all or some of the Security plans shall be terminated or merged into certain employee benefit plans of Farmers. Notwithstanding the foregoing, subject to the requirements and restrictions of Farmers' employee benefits plans, each Security employee shall be credited with years of Security (or predecessor) service for purposes of eligibility and vesting (but not for benefit accrual purposes) in the employee benefit plans of Farmers, and shall not be subject to any exclusion or penalty for pre-existing conditions that were covered under Security's welfare plans immediately prior to the Effective Date, or to any waiting period relating to such coverage. If, after the Effective Date, Farmers adopts a new plan or program for its employees or executives, then to the extent its employees or executives receive past service credits for any reason, Farmers shall credit similarly-situated employees and executives of Security with equivalent credit for service with Security or its predecessors. The foregoing covenants shall survive the Merger, and Farmers shall before the Effective Time adopt resolutions that amend its tax-qualified retirement plans to provide for Security service credits referenced herein.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Farmers National Banc Corp /Oh/), Agreement and Plan of Merger (Security Financial Corp /Oh/)
Opportunity of Employment; Employee Benefits. The existing employees of Security may MNB shall have the opportunity to continue as employees of Farmers SFG or one of its subsidiariesSubsidiaries, on the Effective Date; subject, however, to the right of Farmers SFG and its subsidiaries Subsidiaries to terminate any such employeesemployees either (i) for "cause" or (ii) pursuant to the procedures set forth in the SFG Workforce Redesign Process previously disclosed to MNB. It is understood and agreed that nothing in this Section 6.14 or elsewhere in this Agreement shall be deemed to be a contract of employment or be construed to give said employees any rights other than as employees at will under applicable law and said employees shall not be deemed to be third-party beneficiaries of this provision. From and after the Effective Time, Security MNB employees shall continue to participate in the Security MNB employee benefit plans in effect at the Effective Time unless and until FarmersSFG, in its sole discretion, shall determine that Security MNB employees shall, subject to applicable eligibility requirements, participate in employee benefit plans of Farmers SFG and that all or some of the Security MNB plans shall be terminated or merged into certain employee benefit plans of FarmersSFG. Notwithstanding the foregoing, subject to the requirements and restrictions of Farmers' employee benefits plans, each Security MNB employee shall be credited with years of Security MNB (or predecessor) service for purposes of eligibility and vesting (but not for benefit accrual purposes) in the employee benefit plans of FarmersSFG, and shall not be subject to any exclusion or penalty for pre-existing conditions that were covered under SecurityMNB's welfare plans immediately prior to the Effective Date, or to any waiting period relating to such coverage. If, after the Effective Date, Farmers SFG adopts a new plan or program for its employees or executives, then to the extent its employees or executives receive past service credits for any reason, Farmers SFG shall credit similarly-situated employees and executives of Security MNB with equivalent credit for service with Security MNB or its predecessors. The foregoing covenants shall survive the Merger, and Farmers SFG shall before the Effective Time adopt resolutions that amend its tax-qualified retirement plans to provide for Security MNB service credits referenced herein.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Mahoning National Bancorp Inc), Agreement and Plan of Merger (Sky Financial Group Inc)
Opportunity of Employment; Employee Benefits. The existing employees of Security may have the opportunity to continue as employees of Farmers or one of its subsidiaries, on the Effective Date; subject, however, to the right of Farmers and its subsidiaries to terminate any such employees. It is understood and agreed that nothing in this Section 6.14 or elsewhere in this Agreement shall be deemed to be a contract of employment or be construed to give said employees any rights other than as employees at will under applicable law and said employees shall not be deemed to be third-party beneficiaries of this provision. From and after the Effective Time, Security employees shall continue to participate in the Security employee benefit plans in effect at the Effective Time unless and until Farmers, in its sole discretion, shall determine that Security employees shall, subject to applicable eligibility requirements, participate in employee benefit plans of Farmers and that all or some of the Security plans shall be terminated or merged into certain employee benefit plans of Farmers. Notwithstanding the foregoing, subject to the requirements and restrictions of Farmers' employee benefits plans, each Security employee shall be credited with years of Security (or predecessor) service for purposes of eligibility and vesting (but not for benefit accrual purposes) in the employee benefit plans of Farmers, and shall not be subject to any exclusion or penalty for pre-existing conditions that were covered under Security's welfare plans immediately prior to the Effective Date, or to any waiting period relating to such coverage. If, after the Effective Date, Farmers adopts a new plan or program for its employees or executives, then to the extent its employees or executives receive past service credits for any reason, Farmers shall credit similarly-situated employees and executives of Security with equivalent credit for service with Security or its predecessors. The foregoing covenants shall survive the Merger, and Farmers shall before the Effective Time adopt resolutions that amend its tax-qualified retirement plans to provide for Security service credits referenced herein.with
Appears in 1 contract
Samples: Agreement and Plan of Merger (Farmers National Banc Corp /Oh/)