Compensation; Employment Agreements. 15 5.15 Noncompetition, Confidentiality and Nonsolicitation Agreements; Employee Policies...
Compensation; Employment Agreements. The COMPANY has delivered to URSI an accurate schedule (Schedule 5.18) showing all officers, directors and key managers of the COMPANY (including the COMPANY's Subsidiaries), listing all employment agreements with such officers, directors and key managers and the rate of compensation (and the portions thereof attributable to salary, bonus and other compensation, respectively) of each of such persons as of (i) the Balance Sheet Date and (ii) the date hereof. The COMPANY has provided to URSI true, complete and correct copies of any employment agreements for persons listed on Schedule 5.18. Since the Balance Sheet Date there have been no increases in the compensation payable or any special bonuses to any officer, director or key manager, except as listed on Schedule 5.18.
Compensation; Employment Agreements. Schedule 5.18 sets forth an ----------------------------------- accurate schedule showing all officers, directors and key employees of the COMPANY listing all employment agreements with such officers, directors and key employees and the rate of compensation (and the portions thereof attributable to salary, bonus and other compensation, respectively) of each of such persons as of (i) the Balance Sheet Date and (ii) the date hereof. The COMPANY has provided to HDS true, complete and correct copies of any employment agreements for persons listed on Schedule 5.18. Since the Balance Sheet Date there have been no increases in the compensation, bonus, sales commissions or fee arrangements payable or to become payable by the COMPANY to any officer, director, stockholder, employee, consultant or agent, except as listed on Schedule 5.18.
Compensation; Employment Agreements. Schedule 4.13 sets forth a list, which is complete and accurate in all ------------- material respects, showing all officers and directors of the Companies and their respective Subsidiaries. Schedule 4.13 also sets forth a listing of all ------------- employment agreements with such officers and directors and the rate of compensation of each of such Persons as of the Balance Sheet Date.
Compensation; Employment Agreements. Schedule 5.14 sets forth an accurate schedule of all officers, directors and Stockholder employees of the Company with annual salaries of $50,000 or more as of (a) the Balance Sheet Date and (b) the date hereof. Attached to Schedule 5.14 are true, complete and correct copies of each employment or consulting agreement with any employee of the Company or any Stockholder.
Compensation; Employment Agreements. Enter into, modify, amend, renew or terminate any employment, consulting, severance, retention, change in control, or similar agreements or arrangements with any director, consultant, officer or employee of Farmers or its Subsidiaries, hire or engage any full-time employee or consultant, other than as replacements for positions existing on the date hereof, or grant any salary or wage increase or bonus or increase any employee benefit (including incentive or bonus payments), except for changes that are required by applicable law.
Compensation; Employment Agreements. Enter into, modify, amend, renew or terminate any employment, consulting, severance, retention, change in control, or similar agreements or arrangements with any director, consultant, officer or employee of Limestone or any of its Subsidiaries, hire or engage any full-time employee or consultant, other than as replacements for positions existing on the date hereof, or grant any salary or wage increase or bonus or increase any employee benefit (including incentive or bonus payments), except for changes that are required by applicable law or as otherwise permitted under Section 6.10(e), and except for annual merit increases in the salaries and wages of employees of Limestone Bank not to exceed an aggregate average increase of more than 4.5% of current salaries across the total employee base.
Compensation; Employment Agreements. Terminate, enter into, amend, modify (including by way of interpretation) or renew any employment, officer, consulting, severance or similar contract, agreement or arrangement with any director, officer, employee or consultant, or grant any salary or wage increase or increase any employee benefit, including incentive or bonus payments (or, with respect to any of the preceding, communicate any intention to take such action), except (1) to make changes that are required by applicable law, (2) to satisfy Previously Disclosed contractual obligations existing as of the date hereof or (3) to grant routine merit increases in the ordinary course.
Compensation; Employment Agreements. The Company has provided the Purchasers with an accurate written list of all officers, directors and employees of the Company and its Subsidiaries with annual salaries of $100,000 or more, listing the rate of compensation (and the portions thereof attributable to salary, bonus, benefits and other compensation, respectively) of each of such persons as of (a) the Balance Sheet Date and (b) the date hereof. The Company shall make available to the Purchasers true, complete and correct copies of each employment or consulting agreement with any employee of the Company and its Subsidiaries. Except as disclosed on Schedule 2.19, neither the Company nor any of its Subsidiaries is a party to or bound by any (i) employment, termination or severance agreement, (ii) agreement (A) the benefits of which are contingent, or the terms of which are materially altered, upon the occurrence of a transaction involving the Company of the nature of any of the transactions contemplated by this Agreement, (B) providing any term of employment or compensation guarantee extending for a period of one year or longer or (C) providing severance benefits or other benefits after the termination of employment not comparable to benefits available to employees generally, (iii) agreement, plan or arrangement under which any person may receive payments that may be subject to the tax imposed by Section 4999 of the Internal Revenue Code (the "Code") or included in the determination of such person's "parachute payment" under Section 280G of the Code and (iv) agreement or plan, including any stock option plan or stock purchase plan, any of the benefits of which will be increased, or the vesting or other realization of the benefits of which will be accelerated, by the occurrence of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of or otherwise affected by the transactions contemplated by this Agreement.
Compensation; Employment Agreements. Except as set forth in Schedule 3.8, and for salary increase and bonuses Previously Disclosed to go into effect on or about January 1, 2008, enter into or amend any employment, severance or similar agreement or arrangement with any of its directors, officers or employees, or grant any salary or wage increase, amend the terms of any WBC Option or increase any employee benefit (including incentive or bonus payments), except normal individual increases in regular compensation to employees in the ordinary course of business consistent with past practice, and provided, however, that an automatic rollover or extension of term of an Employment Agreement described in Section 9.4 shall not be deemed an amendment for purposes of this Section 3.8.
