401(k) Plan Matters; Other Benefit Plan Matters. (a) 401(k)
401(k) Plan Matters; Other Benefit Plan Matters. (a) Prior to the Effective Time, the Company shall terminate the Company’s 401(k) Plan. The Company shall deliver to Buyer written notice of Seller’s determination to terminate the Seller 401(k) Plan at least thirty (30) days prior to the Closing Date. The accounts of all participants and beneficiaries of the Company’s 401(k) Plan as of such termination shall become fully vested. As soon as practical following the Effective Time, the account balances and the Company 401(k) Plan shall be either distributed to participants and beneficiaries or rolled over to an eligible tax-qualified retirement plan or individual retirement account as a participant or beneficiary may direct. Buyer agrees to permit employees of the Company who continue their employment with the Company following the Closing (“Continuing Employees”) to rollover their account balances in the Company 401(k) Plan to the Buyer 401(k) Plan. Prior to taking any such action, the Company shall provide Buyer with a copy of such resolutions or consent in connection with such Company 401(k) Plan termination, and shall consider any comments provided by Buyer in good faith.
401(k) Plan Matters; Other Benefit Plan Matters. (a) 401(k) Plan Matters. Prior to the Effective Time, Seller shall terminate the Premier Financial Corp. 401(k) Employee Savings Plan (the “Seller 401(k) Plan”), which termination may occur immediately prior to the Effective Time and be contingent upon the occurrence of the Closing, by resolutions adopted by the boards of directors of Seller and Seller Sub, on terms acceptable to Buyer; provided, that Seller is permitted to amend the Seller 401(k) Plan prior to such termination to the extent permitted under applicable law and guidance in order to allow the rollover in kind of any outstanding plan loans held in participant accounts; and provided further, that the accounts of all participants and beneficiaries in the Seller 401(k) Plan as of such termination shall become fully vested upon termination of the Seller 401(k)
