Certain Post-Merger Agreements. The parties hereto agree to the following arrangements following the Effective Time:
Certain Post-Merger Agreements. The Parties hereto agree that:
Certain Post-Merger Agreements. The parties hereto agree to the following arrangements at or following the Effective Time:
(a) Employment, Severance and Change in Control Agreements. At the Effective Time, Xxxx X. Xxxxxxx, Xxxx X. Xxxxxx and Xxxxx X. Xxxxxxx shall receive the payments and benefits due such individuals for termination in the event of a change of control of Market provided by the employment agreements between Market Bank and each of Xxxx X. Xxxxxxx, Xxxx X. Xxxxxx and Xxxxx X.
Certain Post-Merger Agreements. 7.1 Reports to the SEC. Commercial shall continue to file all reports and data with the SEC necessary to permit the shareholders of Company who may be deemed "underwriters" (within the meaning of Rule 145 under the 0000 Xxx) of Company common stock to sell the Company common stock received by them in connection with the Merger pursuant to Rules 144 and 145(d) under such Act if they would otherwise be so entitled.
Certain Post-Merger Agreements. The parties hereto agree to the following arrangements at or following the Effective Time:
(a) Employment, Severance and Change in Control Agreements. At the Effective Time, John X. Xxxxxxx, Xxne X. Xxxxxx xxx Julix X. Xxxxxxx xxxll receive the payments and benefits due such individuals for termination in the event of a change of control of Market provided by the employment agreements between Market Bank and each of John X. Xxxxxxx, Xxne X. Xxxxxx xxx Julix X.
Certain Post-Merger Agreements. 46 7.1 Reports to the SEC. . . . . . . . . . . . . . .46 7.2 Employees.. . . . . . . . . . . . . . . . . . .46
Certain Post-Merger Agreements. The parties hereto agree to the following arrangements following the Effective Date:
(a) Effective as of the Effective Date, the number of directors of Peoples shall be increased by one, and Peoples shall appoint Xxxxxx X. Xxx as a director of Peoples to serve as a director for a three-year term.
(b) Peoples will retain all persons who are officers and employees of Oakley as of both the date of this Agreement and the Effective Date except in the event of termination for cause. To the extent an employee terminates his or her employment with Peoples within one year from the Effective Date such employee will be entitled to severance pay equal to two weeks for each full year employed by Oakley with a minimum of twelve weeks of severance pay and a maximum of fifty two weeks of severance pay.
(c) Peoples will honor in accordance with their terms all of Oakley's retirement and benefit plans disclosed on Exhibit B. All employees of Oakley immediately prior to the Effective Date who are employed by Peoples immediately following the Effective Date ("Transferred Employees") will be covered by the Peoples employee benefit plans on substantially the same basis as any employee of Peoples with a comparable salary. Notwithstanding the foregoing, Peoples may determine to continue any of the Oakley benefit plans for Transferred Employees in lieu of offering participation in Peoples' benefit plans providing similar benefits (e.g., medical and hospitalization benefits), to terminate any of Oakley's benefit plans, or to merge any such benefit plans with the Peoples benefit plans, provided the result is the provision of benefits to Transferred Employees that are substantially similar to the benefits provided to the Peoples' employees generally. Service to Oakley by a Transferred Employee prior to the Effective Date shall be recognized as service to Peoples for purposes of eligibility to participate under Peoples' sick leave policies, paid vacation policies, and medical, long-term disability and life insurance plans. Peoples agrees that any pre-existing condition, limitation or exclusion in its medical, long-term disability and life insurance plans shall not apply to Transferred Employees or their covered dependents who are covered under a medical or hospitalization indemnity plan maintained by Oakley on the Effective Date and who then change coverage to Peoples' medical or hospitalization indemnity health plan at the time such Transferred Employees are first given the option to...
Certain Post-Merger Agreements. The parties hereto agree to the following arrangements following the Effective Time:
(a) Officers and Employees of FSB and First State. Immediately following the Effective Time, Ira Hoberman shall servx xx Xxxxxxxnt and Henry O. Boenning shall xxxxx xx Xxxxxxxve Vice President of First State Bank, a Division of Staten Island Savings Bank. On or prior to the Effective Time, Messrs. Hoberman and Boenning shall enter into employment agreements with the Bank substantially in the form of Exhibits D and E hereto, respectively. The Bank agrees that, as of the Effective Time, it will offer to employ (at not less than the salary levels in effect as of the Effective Time) those current employees of First State identified on Schedule 4.12
(a) and shall continue to employ such individuals (subject to termination for cause) for a period of not less than one year subsequent to the Effective Time. As of the Effective Time, the individuals identified on Schedule 4.12(a) shall be entitled to receive the stay bonus payments identified therein. Except as provided herein and in the above-referenced employment agreements, neither Bancorp, the Bank nor First State shall have any obligation or commitment following the Effective Time to continue the employment of any employee of FSB or First State as of the date hereof.
(b) Employment, Severance and Change in Control Agreements. Any officer of FSB and First State who has an employment, severance or change in control agreement with FSB or First Bank (each a "Contract Officer") which is disclosed on Schedule 4.12(b) shall receive as of the Effective Time, the severance or termination payments provided for in their respective agreements ("Contract Payments") and as described and quantified in reasonable detail on Schedule 4.12
Certain Post-Merger Agreements. The parties hereto agree to the following arrangements following the Effective Time:
(a) Directors and Officers of the Bank. Immediately following the Effective Time, Xxxxxxx X. XxXxxx shall serve as President of the Bank. As of the Effective Time, Xx. XxXxxx shall enter into an employment agreement with the Bank substantially in the form of Schedule 7.12(a)(i) hereto. As of the Effective Time, the Bank and Xxxxxx X. Xxxxxx shall enter into a Consulting and Non-Compete Agreement substantially in the form of Schedule 7.12(a)(ii) hereto. As of the Effective Time, Parent and the Bank shall take all necessary and appropriate steps so that the Board of Directors of the Bank shall consist of not more than 12 persons and shall include as members Xxxxxx X. Xxxxxx, Xxxxxxx X. XxXxxx and five other current directors of the Bank as shall be mutually agreed upon by Parent and the Company.
Certain Post-Merger Agreements. The parties hereto agree to the following arrangements following the Effective Time:
(a) Boards of Directors of Bancorp and the Bank. Effective as of the Effective Time, the number of directors of both Bancorp and the Bank shall be increased by one, and Bancorp and the Bank shall appoint Davix X. Xxxxx xx a director of each of Bancorp and the Bank to serve until the next annual meeting of stockholders of Bancorp, at which time such person will be nominated for election as a director for a two-year term. If such director nominee is elected by Bancorp's stockholders as a director of Bancorp for a two-year term, then Bancorp as the sole stockholder of the Bank shall also elect such person as a director of the Bank for a term of two years.
