Plans of the Company Clause Samples

Plans of the Company. Section 4.11(a) of the Disclosure Schedule lists (i) all employee benefit plans (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")), and all bonus, stock option, stock purchase, restricted stock, incentive, deferred compensation, retiree medical or life insurance, supplemental retirement, severance or other benefit plans, programs or arrangements and all employment termination, severance or other employment contracts or employment agreements, with respect to which the Company has any obligation and which benefit any of its employees (collectively, the "PLANS"). The Company has furnished or made available to Buyer a copy of each Plan (or a description of the Plans, if the Plans are not in writing) and a copy of each material document prepared in connection with each such Plan, including, without limitation, and where applicable a copy of (i) each trust or other funding arrangement, (ii) each summary plan description and summary of material modifications, (iii) any IRS Forms 5500 and related schedules filed since August 1998, (iv) any IRS determination letter for each such Plan issued since August 1998, (v) any actuarial and financial statements in connection with each such Plan issued since August 1998, and (vi) any other material information relating to each such Plan as requested by Buyer, to the extent it is available to the Company.

Plans of the Company. The Company will retire the shares acquired in the Offer. Contemporaneously with the Offer, the business and operations of the Company will be continued by the Company substantially as they are currently being conducted as described in "SPECIAL FACTORS - 1.

Plans of the Company. Section 2.14(a) of the Company Disclosure Schedule lists (i) all employee benefit plans (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")), and all bonus, stock option, stock purchase, restricted stock, incentive, deferred compensation, retiree medical or life insurance, supplemental retirement, severance or other benefit plans, programs or arrangements, and all material employment, termination, severance or other employment contracts or employment agreements, with respect to which the Company or any Company Subsidiary has any obligation (collectively, the "Company Plans"). The Company has furnished or made available to the Acquiror a complete and accurate copy of each Company Plan (or a description of the Company Plans, if the Company Plans are not in writing) and a complete and accurate copy where applicable, of (i) each trust or other funding arrangement, (ii) each summary plan description and summary of material modifications, (iii) the most recently filed IRS Forms 5500 and related schedules, and (iv) the most recently issued IRS determination letter for each such Plan. With respect to the Company's existing supplemental executive retirement plans, captioned the "Supplemental Compensation Agreement By and Among West Allis Savings Bank, Hallmark Capital Corporation and Jame▇ ▇. ▇▇▇▇▇▇▇▇▇" ▇▇d "Supplemental Compensation Agreement By and Among West Allis Savings Bank, Hallmark Capital Corporation and Pete▇ ▇. ▇▇▇▇▇▇▇" (▇he "SERPs"): (a) The Company has provided to the Acquiror true, correct and complete copies of all agreements, instruments and documents pursuant to which the SERPs are constituted or under which the Company has any liability or obligations relating to the SERPs, and of the most recently available copies of those materials provided by the insurers or their agents which relate to any insurance policy or program or other funding vehicle designed to provide a source of funds from which to pay the benefits due under the SERPs (the "Insurance"), and to the extent not readily available from the Company's records, the Company will use its best efforts to acquire such policies and information from applicable insurance companies and their agents prior to Closing; (b) the total premiums remaining to be paid from and after the date of this Agreement under the Insurance (a) are not greater than three payments of $527,000 each, due on July 1, 2001, July 1, 2002, and the last of such premiums due o...

Plans of the Company. Section 2.14(b) Absence of Certain Types of Plans. Section 2.14(c) Compliance with Applicable Law. Section 2.14(d)