Common use of Employee and Benefits Matters Clause in Contracts

Employee and Benefits Matters. (a) For purposes of this Agreement, each of the Applicable Employees shall become a “Transferred Employee” as of such Applicable Employee’s Effective Hire Date. For purposes of this Agreement, the “Effective Hire Date” shall mean (i) with respect to an Applicable Employee listed on Schedule 1.1(c) Part A of the Stockholder Disclosure Schedule, the Closing Date, (ii) with respect to an Applicable Employee listed on Schedule 1.1(c) Part B of the Stockholder Disclosure Schedule, the later of the Closing Date and the first Business Day after such Applicable Employee returns to active employment and (iii) with respect to an Applicable Employee listed on Schedule 1.1(c) Part C of the Stockholder Disclosure Schedule, the later of the Closing Date and the first Business Day after the Company is able to establish payroll services for such Applicable Employee, provided that in the event an Applicable Employee referenced in this clause (iii) does not become a Transferred Employee as of the Closing Date, such Applicable Employee accepts an Employment Offer. The Company shall make a written offer of employment (an “Employment Offer”) to each of the Applicable Employees referenced in clause (iii) of the immediately preceding sentence prior to the Closing Date, which Employment Offer shall become effective as of the Effective Hire Date applicable to such Applicable Employees and shall comply with the provisions of Section 5.5(b) below. The Company shall take all commercially reasonable steps to establish payroll services with respect to the Applicable Employees listed on Schedule 1.1(c) Part C of the Stockholder Disclosure Schedule as soon as practicable following the date hereof.

Employee and Benefits Matters. (a) For All persons who are employees of the Seller Entities immediately prior to the Effective Time, and whose employment is not terminated prior thereto (each, a “Continuing Employee”) shall, at the effective time of the Second Step Merger, become employees of Buyer Bank; provided, however, that in no event shall any of the employees of the Seller Entities be officers of Buyer or Buyer Bank, or have or exercise any power or duty conferred upon such an officer, unless and until duly elected or appointed to such position by the Board of Directors of Buyer or Buyer Bank and in accordance with the Bylaws of Buyer or Buyer Bank. All of the Continuing Employees shall be employed at the will of Buyer Bank, and no contractual right to employment shall inure to such employees because of this Agreement except as may be otherwise expressly set forth in this Agreement. (b) As of the Effective Time, Buyer shall make available employer-provided benefits under Buyer Employee Benefit Plans to each Continuing Employee on the same basis as it provides such coverage to Buyer or Buyer Bank employees with full credit for prior service with the Seller Entities solely for purposes of this Agreementeligibility and vesting (but not for benefit accruals, except with respect to vacation/PTO and severance). If applicable, severance pay under Buyer’s severance plan shall be equal to one week of base salary pay for each completed year of employment or service, with a minimum payment equal to five weeks of base salary pay and a maximum payment equal to 26 weeks of base salary pay except for those employees listed in Section 7.10(b) of the Applicable Employees shall become a “Transferred Employee” as Seller Disclosure Memorandum (employees who were transferred to open positions in the Seller Bank from the credit card department) who will receive two weeks plus two weeks of base salary for each completed year of employment or service plus COBRA payments for such Applicable Employee’s period if terminated within six months of the Effective Hire Date. For purposes Time; provided, however, if any employee of this Agreement, the “Effective Hire Date” shall mean Seller or Seller Bank would otherwise be entitled to receive duplicative severance payments and benefits under (i) with respect to an Applicable Employee listed on Schedule 1.1(c) Part A of the Stockholder Disclosure Schedule, the Closing Date, employment or severance agreement; (ii) with respect to an Applicable Employee listed on Schedule 1.1(c) Part B a severance or change of the Stockholder Disclosure Schedule, the later of the Closing Date and the first Business Day after such Applicable Employee returns to active employment and control plan; (iii) this section; or (iv) any other program or arrangement, such employee shall be entitled to receive severance pay and benefits only under that agreement, plan or program that satisfies applicable Law and provides the employee with the most valuable severance package. (c) With respect to an Applicable Buyer Employee listed on Schedule 1.1(c) Part C Benefit Plans providing health coverage, Buyer shall use commercially reasonable efforts to cause any pre-existing condition, eligibility waiting period, or other limitations or exclusions otherwise applicable under such plans to new employees not to apply to a Continuing Employee or his or her covered dependents who were covered under a similar Seller Benefit Plan at the Effective Time of the Stockholder Disclosure ScheduleMerger. In addition, if any such transition occurs during the later middle of the Closing Date a plan year, Buyer shall use commercially reasonable efforts to cause any such successor Buyer Employee Benefit Plan providing health coverage to give credit towards satisfaction of any annual deductible limitation and the first Business Day after the Company is able to establish payroll services out-of-pocket maximum applied under such successor plan for such Applicable Employeeany deductible, provided that co-payment and other cost-sharing amounts previously paid by a Continuing Employee respecting his or her participation in the event an Applicable corresponding Seller Employee referenced in this clause (iii) does not become a Transferred Employee as of the Closing Date, such Applicable Employee accepts an Employment Offer. The Company shall make a written offer of employment (an “Employment Offer”) to each of the Applicable Employees referenced in clause (iii) of the immediately preceding sentence Benefit Plan during that plan year prior to the Closing Date, which Employment Offer shall become transition effective as of the Effective Hire Date applicable to such Applicable Employees and shall comply with the provisions of Section 5.5(b) below. The Company shall take all commercially reasonable steps to establish payroll services with respect to the Applicable Employees listed on Schedule 1.1(c) Part C of the Stockholder Disclosure Schedule as soon as practicable following the date hereofdate.

Employee and Benefits Matters. (a) For purposes Prior to the Closing Date, Purchaser and Seller shall communicate in good faith with the employees of this AgreementSeller engaged in the Business to whom Purchaser shall, each in its sole discretion, offer employment with Purchaser or its Affiliates commencing immediately after the Closing (the “Transferring Employees”), regarding post-Closing employment matters relating to such Transferring Employees, including post-Closing employee benefit plans and compensation. (b) Except as otherwise required by applicable Law, as of the Applicable Closing Date all Transferring Employees shall become cease participating in all Benefit Plans, and Purchaser shall permit all Transferring Employees to commence participation in employee benefit plans and compensation arrangements sponsored and maintained by Purchaser or its Affiliates in accordance with the terms of such plans and arrangements. With respect to any plan that is a “Transferred Employeeemployee welfare benefit plan” (as defined in Section 3(1) of such Applicable Employee’s Effective Hire Date. For purposes ERISA), or any plan that would be a “employee welfare benefit plan” (as defined in Section 3(1) of this AgreementERISA) if it were subject to ERISA, the “Effective Hire Date” maintained by Purchaser or its Affiliates, Purchaser and its Affiliates shall mean (i) with respect to an Applicable Employee listed on Schedule 1.1(c) Part A provide eligibility for Transferring Employees under its medical, dental and health plans as of the Stockholder Disclosure Schedule, the Closing Date, (ii) with respect waive any pre-existing condition, actively-at-work requirements and waiting periods to an Applicable Employee listed on Schedule 1.1(c) Part B of the Stockholder Disclosure Schedule, extent waived under the later of the Closing Date and the first Business Day after such Applicable Employee returns to active employment corresponding Benefit Plan and (iii) cause such plans to honor any expenses incurred by the Transferring Employees and their covered dependents under similar plans of Seller during the portion of the calendar year in which the Closing Date occurs for purposes of satisfying applicable deductible, co-insurance and maximum out-of-pocket expenses. With respect to any Transferring Employees who become participants in any benefit plan or program of Purchaser or any of its Affiliates, Purchaser shall give credit (or, as applicable, cause credit to be given by any of its Affiliates) under such plans and programs, for purposes of eligibility (including for purposes of satisfying any minimum service requirements for participation), vesting and benefit accrual thereunder, for all service recognized by Seller except (i) for purposes of determining benefit accruals under any “employee pension benefit plan” (as defined in Section 3(2) of ERISA) of Purchaser or its Affiliates and (ii) to the extent that such credit would result in a duplication of benefits. (c) Without limiting the foregoing, Seller shall retain responsibility for and continue to pay (or cause to be paid) all medical, life insurance, disability and other welfare plan expenses and benefits for Transferring Employees with respect to an Applicable Employee listed on Schedule 1.1(c) Part C of the Stockholder Disclosure Schedule, the later of the Closing Date and the first Business Day after the Company is able to establish payroll services for claims incurred by such Applicable Employee, provided that in the event an Applicable Employee referenced in this clause (iii) does not become a Transferred Employee as of the Closing Date, such Applicable Employee accepts an Employment Offer. The Company shall make a written offer of employment (an “Employment Offer”) to each of the Applicable Transferring Employees referenced in clause (iii) of the immediately preceding sentence or their covered dependents prior to the Closing Date, which Employment Offer shall become effective as in accordance with the terms of the Effective Hire Date applicable to such Applicable Employees Benefit Plans. Expenses and shall comply with the provisions of Section 5.5(b) below. The Company shall take all commercially reasonable steps to establish payroll services benefits with respect to claims incurred by Transferring Employees or their covered dependents on or after the Applicable Employees listed on Schedule 1.1(c) Part C Closing Date shall be the responsibility of Purchaser and its Affiliates in accordance with the applicable terms of the Stockholder Disclosure Schedule plans of Purchaser and its Affiliates. For purposes of this paragraph, a claim is deemed incurred when the services that are the subject of the claim are performed; in the case of life insurance, when the death occurs; in the case of long-term disability benefits, when the disability begins; and in the case of a hospital stay, when the employee or covered dependent first enters the hospital. (d) Seller shall be responsible for paying out any vacation days earned and unused under Seller’s vacation policy, including any banked amounts, upon a Transferring Employee’s termination of employment with Seller and in accordance with Seller’s vacation policy at or before the Closing Date. (e) Seller and its Affiliates shall be responsible for all legally mandated continuation of health care coverage for all employees and any of their covered dependents who experience a qualifying event on or prior to the Closing Date. Purchaser shall be responsible for all legally mandated continuation of health care coverage for all Transferring Employees and any of their covered dependents who experience a qualifying event after the Closing Date. (f) Notwithstanding anything to the contrary in this Agreement, the parties expressly acknowledge and agree that nothing in this Agreement (i) is intended to create an employment related contract between Purchaser or Seller and any Transferring Employee nor may any current or former Transferring Employee rely on this Agreement as soon the basis for any breach of any employment related contract claim against Purchaser or Seller; (ii) shall be deemed or construed to require Purchaser or Seller to continue to employ any particular Transferring Employee for any period after Closing; (iii) shall be deemed or construed to limit Purchaser’s or Seller’s right to terminate the employment of any Transferring Employee at any time after Closing; (iv) shall be construed as practicable following establishing or amending any Benefit Plan; or (v) is intended to create any rights or obligations except between the date hereofparties to this Agreement and no current or former Transferring Employee, no beneficiary or dependent thereof, and no other person who is not a party to this Agreement, shall be entitled to assert any claims hereunder.