Certain Employment Covenants. For at least one year after the Closing Date, the Buyer agrees it will, or will cause the Companies to, provide to each Employee located in France of any of the Companies who continues employment with the Buyer or any of its Affiliates, including any of the Companies, after the Merger Effective Time (each a “Continuing French Employee”): (a) at least the same salary, wages and bonus opportunities as were provided to such Continuing French Employee by the applicable Company immediately prior to the Closing Date and (b) substantially similar terms and conditions of employment and employee benefits as were provided to such Continuing French Employee by the applicable Company immediately prior to the Closing Date, and pursuant to the Companies Benefit Plans (as defined below) in which they previously participated. The Buyer agrees that each Employee of any of the Companies who continues employment with the Buyer or any of its Affiliates, including any of the Companies, after the Merger Effective Time (each a “Continuing Employee”) shall be eligible, as determined after the Merger Effective Time by the Buyer, to either: (a) continue participating in the health and welfare benefit plans, programs, policies and arrangements of the Companies in effect immediately prior to the Merger Effective Time (the “Companies Benefit Plans”); or (b) participate in the health and welfare benefit plans, programs, policies and arrangements of the Buyer (the “Buyer Plans”) on substantially the same terms and conditions as applicable to similarly situated employees of the Buyer other than Continuing Employees (the “Similarly Situated Employees”). In the event that Continuing Employees participate in the Buyer Plans after the Merger Effective Time, and subject to any necessary transition period, applicable plan provisions, contractual requirements or Law, the Buyer shall use commercially reasonable efforts to ensure that such Continuing Employees (and their eligible dependents) receive credit under such plans for their years of service with the Companies prior to the Merger Effective Time for purposes of eligibility requirements and for purposes of satisfying any waiting periods, evidence of insurability requirements, or the application of preexisting condition limitations; provided, however, that in no event shall the Continuing Employees be entitled to any credit to the extent that it would result in a duplication of benefits with respect to the same period of service. Notwithstan...
Certain Employment Covenants. Dearborn agrees to cause severance payments to be paid to all employees of Fidelity whose employment is eliminated or terminated as a result of the Merger, consistent with Dearborn’s prior practice.
Certain Employment Covenants. Acquirer covenants and agrees to pay severance payments to any employee of ICNB whose job is eliminated as a result of the Merger, consistent with the Acquirer’s prior practice, in an amount not less than two (2) weeks base salary, or its equivalent for hourly employees, if any, for each year of continuous employment with the Bank or ICNB; provided, however, that no such severance payment shall exceed an amount equal to twelve (12) weeks base salary, or its equivalent for hourly employees, if any. Acquirer further covenants and agrees that all employees of ICNB who are employed by Acquirer or any of its affiliates (including former ICNB subsidiaries) shall receive credit for his or her years of service at the Bank for purposes of vesting in Acquirer’s 401(k) plan and for determination of vacation and eligibility for other benefits.
Certain Employment Covenants. Acquirer covenants and agrees to pay severance payments to all employees of Keystone whose job is eliminated as a result of the Merger, consistent with the Acquirer’s prior practice, but any such severance payment shall be not less than an amount equal to three (3) weeks base salary, or its equivalent for hourly employees, if any, for each year of continuous employment with the Bank or Keystone; excluding, however, those employees with whom Acquirer has entered into specific agreements as set forth in the Exhibits to this Plan of Merger. Acquirer covenants and agrees that it will continue Keystone’s discretionary bonus plan and its other incentive compensation plans through December 31, 2005 and pay to the former employees of Keystone the bonuses approved by Xx. Xxxxx and called for by such plan if such individuals have not voluntarily terminated their employment before December 31, 2005; provided, however, that any financial impact upon Keystone as a result of the consummation of the Merger shall be disregarded for purposes of determining whether financial performance criteria were achieved under the bonus plan or other incentive compensation plan. Acquirer further covenants and agrees that all employees of Keystone who are employed by Acquirer or any of its affiliates shall receive credit for his or her years of service at the Bank for purposes of vesting in Acquirer’s 401(k) plan.
Certain Employment Covenants
