Bank Employees. (a) At and following the Effective Time, Eagle shall honor, and Eagle shall be obligated to perform, in accordance with their terms, the contractual rights of current and former employees of Alliance and Alliance Bank existing as of the Effective Time, including any severance, employment or "change in control" agreements of Alliance set forth in Section 4.15(b) of the Alliance Disclosure Schedule, in each case as the same may be modified or terminated in accordance with the applicable terms thereof. The severance, change in control, termination or similar payments which are payable pursuant to such agreements, plans or policies of Alliance (which have been quantified in reasonable detail as of the date hereof) are set forth in Section 4.15(b) of the Alliance Disclosure Schedule.
(b) Subject to the terms of employment agreements in effect as of the date hereof and which have been disclosed to Eagle on the Alliance Disclosure Schedule, and subject to Eagle's determination, in their discretion, to offer continued employment to non-executive officer or executive officer employees of Alliance Bank on a case by case basis, Eagle shall have no obligation to continue the employment of any Alliance or Alliance Bank employee after the Effective Time. Eagle agrees that each Alliance or Alliance Bank employee who is not under an employment contract, and who is not the beneficiary of an individual, termination, change in control, severance or similar arrangement or agreement, and who is involuntarily terminated without cause within 90 days following the Effective Time shall receive a severance payment of one week of pay for every full year of service to Alliance or Alliance Bank, with a minimum of two weeks pay.
(c) All former employees of Alliance and Alliance Bank who become employees of Eagle or any Eagle Subsidiary upon consummation of the transactions contemplated hereby ("Continuing Employees") will be eligible to participate in Eagle's employee benefit plans on the same basis as similarly situated Eagle employees and will receive credit for prior years of service in determining eligibility and vesting (but not benefit accruals). In the case of any such benefit plan under which benefits are provided through insurance, Eagle's agreement to credit prior service is subject to the consent of the applicable insurer, which Eagle shall use reasonable efforts to obtain.
(d) Eagle shall use its reasonable efforts to cause medical, dental or health plans of Eagle or any of...
Bank Employees. (1) No later than the Closing Date, Purchaser shall extend offers of employment to all Bank Employees, whether such Bank Employee is actively at work or on leave of absence, disability or medical leave (each a “Prospective Purchaser Employee”). Each offer of employment to a Prospective Purchaser Employee shall be for a Comparable Job for such employee as of the execution of this Agreement, and shall be subject to any conditions normally included by Seller in its offers of employment. Notwithstanding the foregoing, Purchaser shall have no obligation hereunder to retain any Transferred Employees for any period of time following the Closing and may terminate any such employees following the Closing subject to Section 8.4(b)(7) hereof.
(2) Seller shall use its commercially reasonable efforts to make the Prospective Purchaser Employees available to Purchaser, and Seller hereby authorizes Purchaser to enter into discussions with the Prospective Purchaser Employees regarding employment with Purchaser after the execution of this Purchase Agreement. Seller, Parent and Purchaser shall not engage in any activity intended to discourage any Prospective Purchaser Employee from accepting an offer of employment from Purchaser and shall provide that Prospective Purchaser Employees will not be offered employment by Seller or Parent prior to the Closing Date; provided, however, that Seller, Parent and their respective Affiliates shall be permitted to (x) take any action they reasonably believe they are legally required to take in order to comply with applicable employment Laws, and (y) offer employment to, and employ, any Bank Employee who does not, on or prior to the Closing Date, accept an offer of employment from Purchaser. Neither Seller, Parent or any of their respective Affiliates, shall have any liability to any Transferred Employee relating to such person’s employment with Purchaser or termination thereof on or after the Closing Date.
Bank Employees. 4 3.2 Cooperation................................................ 4 3.3
Bank Employees. Maintain a staff of necessary employees to -------------- underwrite and fund IPF Loans under the Program;
Bank Employees. The Company and the Bank shall not permit any employees of the Bank who are not appropriately licensed by the Alabama Department of Insurance to offer advice to customers concerning the purchase or sale of insurance; or have any conversations with persons that could be reasonably construed as interpreting, evaluating, discussing or recommending the purchase of any insurance or securities products or services, except those products insured by the Federal Deposit Insurance Corporation or those the Bank is specifically authorized to effect transactions in pursuant to applicable exemptions under the Securities Exchange Act of 1934, as amended or under other applicable laws (“financial instruments”), and this Agreement shall not be construed to limit the Bank’s rights to sell such financial instruments to customers.
Bank Employees. The number of employees of the Bank as of the Closing shall not be less than 75% of the number of employees as of the date of this Agreement and shall include Xxxxxxxx XxXxx; for the avoidance of doubt, the other Bank employees as of the Closing do not need to be the same persons as were employees as of the date hereof, provided that any person hired by the Bank as a Bank employee subsequent to the date hereof shall be reasonably qualified, based upon, among other considerations, such person’s experience, expertise, credentials and qualifications to perform the job functions of the position at the Bank for which such person is hired. Purchaser shall have entered into an employment agreement with Xxxxxxxx XxXxx, with such agreement effective upon and subject to the Closing.
Bank Employees. If any shares are available at the conclusion of the Subscription Offering, Fairfield plans to offers share in a Community Offering. Fairfield has retained Xxxxx Securities, Inc., to consult with and advise the Bank in the stock offering and assist in the distribution of shares, on a best efforts basis. After an extended period of declining numbers of conversions during the end of 1989 and into 1990, new conversion offerings increased during 1991 and 1992 as interest rates declined and thrift profitability improved, and a core group of surviving and healthy thrifts emerged from the thrift industry's unfavorable financial plight. New thrift equity offerings have generated mixed results. Investors appear to be most interested in thrifts with: (1) strong capital positions, (2) strong earnings levels, and (3) good asset quality. The more marginal thrifts are experiencing less interest by
Bank Employees. The number of employees of the Bank as of the Closing shall not be less than 75% of the number of employees as of the date of this Agreement; for the avoidance of doubt, the Bank employees as of the Closing do not need to be the same persons as were employees as of the date hereof, provided that any person hired by the Bank as a Bank employee subsequent to the date
Bank Employees. (a) Subject to the terms of employment and/or consulting agreements in effect as of the date hereof and which have been disclosed to SNB on the Schedules hereto, and subject to SNB’s determination, in its discretion, to offer continued employment to non-executive officer or executive officer employees of KBank on a case by case basis, SNB shall have no obligation to continue the employment of any KBank employee after the Effective Time. Not in limitation of the foregoing, it is the current intention of SNB to offer employees of KBank continued employment, subject to satisfactory review of employee records.
(b) SNB will provide its customary employee benefits, including, without limitation, its profit sharing and health and welfare plans, to KBank employees who become employed by SNB, and such employees shall receive credit for past service as a KBank employee for purposes of determining their rights to participate in such SNB plans, but not for vesting of plan compensatory benefits.
(c) [KBank will cause the compensation plans listed on Schedule 7.15 to terminate prior to the Effective Time. KBank also will cause its other, noncompensatory benefit plans to terminate at or prior to the Effective Time, provided that termination of such other benefit plans may be delayed until after the Effective Time to the extent necessary to ensure continued coverage of employees prior to the time they are eligible for coverage under an equivalent SNB benefit plan.]
Bank Employees. Supplier acknowledges that employees of the Bank are required to adhere to a code of conduct, a copy of which is posted on the “Doing Business With Us” page of the Bank’s public website. Among other things, the code of conduct prohibits Bank employees from using their Bank positions for private gain and from soliciting or accepting gifts, meals, and other things of value from persons doing business, or seeking to do business, with the Bank. Supplier shall not offer any employee of the Bank gifts, meals, or other things of value unless an exception applies that would permit the employee to accept the gift, meal, or other thing offered consistent with the code of conduct.
