Common use of Shared Employees Clause in Contracts

Shared Employees. a. The duties and responsibilities of each Shared Employee at the Bank (“Bank Responsibilities”) are set forth in the Shared Employee Addendum. While performing Bank Responsibilities, the Shared Employee shall be deemed to be employed exclusively by the Bank and the Bank alone shall be responsible for the supervision and direction of the Shared Employee during such periods. While performing duties and responsibilities for an Affiliate, the Shared Employee shall be deemed to be employed exclusively by the Affiliate, and the Affiliate alone shall be responsible for the supervision and direction of the Shared Employee during such periods. All data, documents, and information furnished by the Bank to any Shared Employee, or obtained by the Shared Employee, in connection with Shared Employee’s performance of Bank Responsibilities shall remain the exclusive property of the Bank and shall be subject to the confidentiality provisions of Section 11 hereof. b. A Shared Employee shall act in the best interests of the Bank while performing Bank Responsibilities. c. Allocation of Shared Employee costs and expenses shall be as set forth in the applicable Services Addendum. d. Subject to this Section 4, allocation of time and responsibilities of a Shared Employee between the Bank and the related non-subsidiary Affiliate shall be agreed by the Bank and such Affiliate from time to time. In the event that there is a conflict between priorities of the Bank and the related Affiliate, a Shared Employee’s performance of Bank Responsibilities shall take priority over performance of Services for such Affiliate to the extent failure by the Shared Employee to perform Bank Responsibilities could adversely affect the safe and sound operation of the Bank or compliance with banking laws or regulations, as determined by the Bank acting reasonably and in good faith. e. The relationship between the Bank and the related Affiliate pursuant to this Section 4 is solely that of independent parties contracting to allocate the time and expenses of a Shared Employee.

Shared Employees. a. The duties An asterisk in Schedule 13.16 next to their names indicates those Seller Employees who, if they become Rehired Seller Employees, Purchaser will cause to be made available to Seller by the Company to provide services after the Closing for the benefit of Seller and responsibilities of each its remaining subsidiaries and business in accordance with this Section 13.16(C) and the Transitional Services Agreement (the "Shared Employee at Employees"). Notwithstanding their status as "Shared Employees", except as otherwise, expressly set forth in this Section 13.16(C) such employees shall be for all purposes "Rehired Seller Employees". Seller shall have the Bank (“Bank Responsibilities”) right to receive from the Shared Employees, and Purchaser and the Company shall take all commercially reasonable actions to cause the Shared Employees so long as they are employed by any Acquired Company to provide to Seller, services in the categories and for the maximum terms specifically set forth in the Transitional Services Agreement, (the "Shared Employee AddendumServices"). While performing Bank Responsibilities, Approximately 50% of each Shared Employee's normal business hours will be devoted to duties on behalf of Seller. Each such Shared Employee's duties hereunder will consist of substantially the same duties as were performed by such Shared Employee during the six-month period prior to the Closing subject to (i) such minor modifications as shall be deemed necessary to be employed exclusively reflect the consummation of the transactions contemplated by this Agreement or as to which Seller shall reasonably request, and (ii) the Bank reasonable needs of the Company as determined in its reasonable discretion. It is understood and the Bank alone agreed that Seller, and not Purchaser, shall be responsible for directing and supervising the supervision Shared Employees with respect to the performance of Shared Employee Services. Purchaser and direction the Company may not terminate any of the Shared Employee during such periods. While performing duties and responsibilities for an Affiliate, the Shared Employee shall be deemed to be employed exclusively by the Affiliate, and the Affiliate alone shall be responsible for the supervision and direction of the Shared Employee during such periods. All data, documents, and information furnished by the Bank to any Shared Employee, or obtained by the Shared Employee, in connection with Shared Employee’s performance of Bank Responsibilities shall remain the exclusive property of the Bank and shall be subject Services prior to the confidentiality provisions earlier of Section 11 hereof. b. A Shared Employee shall act in (i) the best interests of the Bank while performing Bank Responsibilities. c. Allocation of Shared Employee costs and expenses shall be as maximum terms set forth in the Transitional Services Agreement or (ii) the date on which Seller elects to terminate the applicable Shared Employee Services Addendum. d. Subject as provided in the Transitional Services Agreement, unless such termination is "for cause" or unless in each case Purchaser gives Seller five business day's prior written notice of any such termination by an Acquired Company without cause and an opportunity to this offer employment to the terminated Shared Employee notwithstanding the restrictions set forth in Section 4, allocation 11.5 hereof. Seller agrees to compensate the Company for Shared Employees Services at the rate of time 50% of the sum of (i) annual salary (initially as of the Closing and responsibilities of as may be revised during the Company's standard employee merit review process) and (ii) attributable benefits and direct costs related to such Shared Employee. Seller shall have no employer-employee relationship with any Rehired Seller Employees. If a Shared Employee between is terminated by Purchaser or the Bank Company within the 12 months immediately following the Closing, Seller and the related non-subsidiary Affiliate shall be agreed by the Bank and Purchaser agree to share equally in any severance obligation which becomes payable to such Affiliate from time to time. In the event that there is a conflict between priorities of the Bank and the related Affiliate, a Shared Employee’s performance of Bank Responsibilities shall take priority over performance of Services for such Affiliate to the extent failure by the Shared Employee to perform Bank Responsibilities could adversely affect the safe and sound operation of the Bank or compliance with banking laws or regulations, as determined by the Bank acting reasonably and in good faith. e. The relationship between the Bank and the related Affiliate pursuant to this Section 4 is solely that of independent parties contracting to allocate the time and expenses of a terminated Shared Employee.