Benefit Plans and Arrangements. Executive shall be entitled to ------------------------------ participate in and to receive benefits under all existing and future employee benefit plans, perquisites and fringe benefit programs of the Company that are provided to other similarly situated executives of the Company, on terms no less favorable than those provided to such other executives, to the extent Executive is eligible under the terms of such plans or programs.
Benefit Plans and Arrangements. Employee shall be entitled to participate in and to receive benefits under Company’s employee benefit plans and arrangements (including, but not limited to, bonus plans) as are made available to the Company’s senior executive officers during the Term, which employee benefit plans may be altered from time to time at the discretion of the Board (collectively with the benefits referred to in Section 4.3, the "Benefits"). Without limitation of the generality of the foregoing, the Benefits shall include a minimum of three (3) weeks of paid vacation each calendar year, which, if not used in its entirety in any year, may be carried over to the next succeeding calendar year, provided that Employee shall not be entitled to more than five (5) weeks of paid vacation in any calendar year. Employee acknowledges and agrees that bonuses, annual or otherwise, are performance-based and discretionary with the Company’s Chief Executive Officer and the Board.
Benefit Plans and Arrangements. Employee shall be entitled to participate in and to receive benefits under Company's employee benefit plans and arrangements (including, but not limited to, bonus plans) as are made available to the Company's senior executive officers during the Term, which employee benefit plans and arrangements may be altered from time to time at the discretion of the Board (the "Benefits"). Employee acknowledges and agrees that bonuses, annual or otherwise, are performance based and discretionary with the Chairman and a committee of the Board of Directors.
Benefit Plans and Arrangements. Employee shall be entitled to participate in and to receive benefits under Company's employee benefit plans and arrangements (including bonus plans) as are made available to the Company's senior executives in effect during the Term of his employment hereunder, which may be altered from time to time at the discretion of Company.
Benefit Plans and Arrangements. Executive shall be entitled, to the extent Executive is eligible, to participate in and to receive benefits under all existing and future employee benefit plans, perquisites and fringe benefit programs of TSY that are provided generally to other similarly situated Executives of TSY, on terms similar to those provided to such other Executives.
Benefit Plans and Arrangements. (a) As soon as administratively practicable after the Effective Time, PBOC shall take all reasonable action so that employees of BYL and BYL Bank who are retained by PBOC and become Bank employees shall be entitled to participate in the PBOC employee benefit plans of general applicability. For purposes of determining eligibility to participate in and the vesting of benefits under the PBOC employee benefit plans (other than PBOC's defined benefit pension plan), PBOC shall recognize years of service with BYL and BYL Bank prior to the Effective Time.
(b) PBOC and the Bank, as appropriate, shall assume: (i) the employment agreements Previously Disclosed with Xx. Xxxxx X. Moore, Xx. Xxxxxx Xxx Kampen, Xx. Xxxxxxx Xxxxxxxx and Xx. Xxxx Xxxxxxx; (ii) the Executive Salary Continuation Agreements Previously Disclosed with Xx. Xxxxxx Xxxxxxxxx, Xx. Xxxxx X. Moore, Xx. Xxxxxxx Xxxxxxxx and Xx. Xxxxxx Xxx Kampen and (iii) the consulting agreement with Xx. Xxxxxx Xxxxxxxxx set forth in Schedule 5.8(b) hereto.
(c) PBOC anticipates that most employees of BYL and BYL Bank as of the Effective Time shall become employees of the Bank as of the Effective Time, provided that PBOC shall have no obligation to continue the employment of any BYL or BYL Bank employee and nothing contained in this Agreement shall give any employee of BYL or BYL Bank a right to continuing employment with PBOC or the Bank after the Effective Time. Except for BYL or BYL Bank officers who are listed in Section 5.8(b) hereof, any BYL or BYL Bank employee shall be entitled to receive one week severance payment of each year of service at BYL or BYL Bank. All of such BYL or BYL Bank employees shall become subject to PBOC's severance policies with respect to employment services performed after the Effective Time for PBOC or the Bank.
Benefit Plans and Arrangements. Employee shall be entitled to participate in and to receive benefits under Company's employee benefit plans and arrangements (including, but not limited to, bonus plans) as are made available to the Company's senior executive officers during the Term, which employee benefit plans and arrangements may be altered from time to time at the discretion of the Board (the "Benefits"). Annual bonuses to Employee may be up to fifty percent (50%) of Base Salary. Notwithstanding the foregoing, Employee acknowledges and agrees that bonuses, annual or otherwise, are performance based and discretionary with the Board of Directors or a Committee thereof.
Benefit Plans and Arrangements. (a) It is the intention of United that within a reasonable period of time following the Effective Time (i) it will provide employees of the Surviving Corporation with employee benefit plans substantially similar in the aggregate to those provided to similarly situated employees of United, (ii) any such employees will receive credit for years of service with Fed One or any of its Subsidiaries prior to the Effective Time for the purpose of eligibility and vesting and (iii) United shall cause any and all pre-existing condition limitations (to the extent such limitations did not apply to a pre-existing condition under the Compensation and Benefit Plans) and eligibility waiting periods under group health plans to be waived with respect to such participants and their eligible dependents.
(b) Following the Effective Time, United shall, and shall cause its appropriate Subsidiaries to, honor in accordance with their terms the employment agreements, severance agreements, severance policies, consulting agreement and excess benefit plan which have been Previously Disclosed by Fed One to United pursuant to this Agreement. United shall take no action that would adversely affect the rights of holders of awards granted under the Fed One Stock Plans which are outstanding as of the date hereof.
(c) United agrees to maintain the terms of the existing consulting arrangement between Fed One Bank and Xxxxx Xxxxxxxxx, as Previously Disclosed by Fed One to United pursuant to this Agreement, until Xx. Xxxxxxxxx'x death.
(d) As soon as practicable after the execution of this Agreement, Fed One and United will use their reasonable best efforts to take such actions as may be necessary or advisable to provide that the Fed One ESOP will terminate on the Effective Date. Between the date hereof and the Effective Date, the existing Fed One ESOP indebtedness shall be paid in the ordinary course of business and Fed One or Fed One Bank shall make such contributions to the Fed One ESOP as is necessary to fund such payments. Any indebtedness of the Fed One ESOP remaining as of the Effective Date shall be repaid from the related Trust, provided, however, that (i) any related sale or distribution of shares by the Fed One ESOP shall be effected in accordance with the requirements of federal and any applicable state securities laws and regulations, (ii) any related sale or distribution of shares by the Fed One ESOP and any participant shall be effected in such a manner (and with such safeguards as...
Benefit Plans and Arrangements. (a) Schedule 5.18 hereto lists all employee benefit plans (within the meaning of section 3(3) of ERISA), and other funds, policies, arrangements, practices, customs and understandings or programs relating to one or more employees of the Company or a Benefits Affiliate (as defined in this Section 5.18), whether or not they are or are intended to be (i) covered or qualified under the Code, ERISA or any other applicable law, (ii) written or oral, (iii) funded or unfunded or (iv) generally available to any or all employees (or former employees) of the Company and/or one or more of its Benefits Affiliates (and/or their beneficiaries or dependents), which were or are established, contributed to or maintained by the Company and/or one or more of its Benefits Affiliates, including without limitation welfare, fringe benefit, pension, profit sharing, retirement, stock purchase, stock option, stock bonus, disability or wage continuation, sick pay or vacation pay, supplemental unemployment, severance or deferred compensation plans (the "Plans"). For purposes of this Section 5.18 only, the term "Benefits Affiliate" shall include (i) any corporation which is a member of a controlled group of corporations (as defined in section 414(b) of the Code) which includes the Company or its Subsidiary, (ii) any trade or business (whether or not incorporated) which is under common control (as defined in section 414(c) of Code) with the Company or its Subsidiary, (iii) any organization (whether or not incorporated) which is a member of an affiliated service group (as defined in section 414(m) of the Code) which includes the Company or its Subsidiary and (iv) any other entity required to be aggregated with the Company or its Subsidiary pursuant to the regulations issued under section 414(o) of the Code.
Benefit Plans and Arrangements. (a) Except as set forth in the Sellers' Disclosure Schedule, or as otherwise contemplated by this Agreement, the consummation of the Contemplated Transactions will not result in any payment (whether of severance pay or otherwise) becoming due from the Company to any employee, consultant or other third party.
(b) The Sellers' Disclosure Schedule lists all pension, retirement, stock purchase, stock option, stock bonus, savings or profit sharing plan, individual employment agreement, bonus or incentive compensation programs, deferred compensation agreements, severance pay plans, consultant, bonus, or group insurance contracts, or any other material incentive, welfare or employee benefit plan, or similar arrangement, understanding or course of dealing, including all employee benefit plans and employee pension benefit plans as defined in Section 3(3) of ERISA (the "Employee Plans").
(c) With respect to the Employee Plans, the Company has delivered or made available to the Buyer copies of any: (1) plans and related trust documents and amendments thereto; (ii) the most recent summary plan descriptions and the most recent annual report; (iii) annual reports on Form 5500 which were filed in each of the most recent three (3) plan years, including, without limitation, all schedules thereto and all financial statements with attached opinions of independent accountants; (iv) Form PBGC-1 which was filed in each of the most recent three (3) plan years; (v) the most recent actuarial valuation; and (vi) the most recent determination letter received from the IRS. Such financial statements fairly present the financial condition of each Employee Plan in accordance with United States generally accepted accounting principles applied on a consistent basis. All Employee Plans have been administered in substantial compliance with their terms, ERISA to the extent applicable, and, where applicable, Section 401 of the Code.
(d) No event of the type set forth in Section 4043(b) of ERISA has occurred and is continuing with respect to Employee Plans except insofar as such an event may arise as a result of the consummation of the Contemplated Transactions or would not have a material adverse effect upon the Company's business, financial position or operating results. There exists no material violation of ERISA with respect to the filing of reports, documents, and notices regarding the Employee Plan participants or beneficiaries. No action, suit, or proceeding is pending, nor, to the Know...
