Employee and Director Benefit Plans Sample Clauses

Employee and Director Benefit Plans. (a) Traditions has previously made available to ACNB true and complete copies of all employee or director benefit plans which Traditions, Traditions Bank or any Traditions Subsidiary currently maintains, including but not limited to bonus plans; employee benefit plans within the meaning of ERISA Section 3(3); profit sharing plans; stock purchase plans; stock ownership plans; stock option plans; phantom stock plans; deferred compensation; supplemental income plans; supplemental executive retirement plans; termination agreements; employment agreements; annual, long term or other incentive plans; severance plans; reimbursement arrangements; policies and agreements; group insurance plans; vacation pay; sick leave; life insurance; retiree life insurance plans; short-term disability; long-term disability; and medical plans or arrangements; and all other benefit plans, policies, agreements and arrangements, all of which are set forth in Traditions Disclosure Schedule 2.14, maintained or contributed to for the benefit of the employees, former employees (including retired employees), directors, or former directors of Traditions, Traditions Bank or any Traditions Subsidiary and any beneficiaries thereof or other person, or with respect to which Traditions, Traditions Bank or any Traditions Subsidiary has or may have any obligation or liability, whether actual or contingent (the “Traditions Benefit Plans”), together with, as applicable, (i) the most recent actuarial (if any) and financial reports relating to those plans which constitute “qualified plans” under IRC Section 401(a), (ii) the most recent annual reports relating to such plans filed by them, respectively, with any government agency, (iii) all rulings and determination letters which pertain to any such plans, (iv) all contracts currently in force with third party administrators, actuaries, investment managers and other service providers to such plans, and (v) the non-discrimination testing results for the three (3) most recent plan years.
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Employee and Director Benefit Plans. (a) ACNB Disclosure Schedule 3.12 sets forth all employee or director benefit plans which ACNB, ACNB Bank or any ACNB Subsidiary currently maintains, including but not limited to bonus plans; employee benefit plans within the meaning of ERISA Section 3(3); profit sharing plans; stock purchase plans; stock ownership plans; stock option plans; phantom stock plans; deferred compensation; supplemental income plans; supplemental executive retirement plans; termination agreements; employment agreements; annual, long term or other incentive plans; severance plans; reimbursement arrangements; policies and agreements; group insurance plans; vacation pay; sick leave; life insurance; retiree life insurance plans; short-term disability; long-term disability; and medical plans or arrangements; and all other benefit plans, policies, agreements and arrangements, maintained or contributed to for the benefit of the employees, former employees (including retired employees), directors, or former directors of ACNB, ACNB Bank or any ACNB Subsidiary and any beneficiaries thereof or other person, or with respect to which ACNB, ACNB Bank or any ACNB Subsidiary has or may have any obligation or liability, whether actual or contingent (the “ACNB Benefit Plans”).
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Employee and Director Benefit Plans. (a) Section 3.25 of the Sun Schedule lists (i) each pension, profit sharing, stock bonus, thrift, savings, employee stock ownership or other plan, program or arrangement, which constitutes an "employee pension benefit plan" within the meaning of Section 3(2) of ERISA, which is maintained by Sun or any Sun Subsidiary or to which Sun or any Sun Subsidiary contribute, or are obligated to contribute, for the benefit of any current or former employee, officer, director, consultant or agent; (ii) each plan, program, agreement or arrangement for the provision of medical, surgical, or hospital care or benefits, benefits in the event of sickness, accident, disability, death, unemployment, severance, vacation, apprenticeship, day care, scholarship, prepaid legal services or other benefits which constitute an "employee welfare benefit plan" within the meaning of Section 3(1) of ERISA, which is maintained by Sun or any Sun Subsidiary or to which Sun or any Sun Subsidiary contribute, or are obligated to contribute, for the benefit of any current or former employee, officer, director, consultant or agent; and (iii) every other retirement or deferred compensation plan, bonus or incentive compensation plan or arrangement, stock option plan, stock purchase plan, severance or vacation pay arrangement, or other fringe benefit plan, program, agreement or arrangement through which Sun or any Sun Subsidiary provide benefits for or on behalf of any current or former employee, officer, director, consultant or agent, and, with respect to each such plan, the amounts contributed but not yet paid to participants or beneficiaries thereunder, and the amount of any contribution deficiencies with respect thereto.
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Employee and Director Benefit Plans. 28 3.26 Labor Relations.......................................................30 3.27
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Employee and Director Benefit Plans. (i) Section 3.2(r) of the Company’s Disclosure Letter contains a complete and accurate list of all Company Employee Plans. For purposes of this Agreement, “
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Employee and Director Benefit Plans. (a) ACNB Disclosure Schedule 3.12 sets forth all employee or director benefit plans which ACNB, ACNB Bank or any ACNB Subsidiary currently maintains, including but not limited to bonus plans; employee benefit plans within the meaning of ERISA Section 3(3); profit sharing plans; stock purchase plans; stock ownership plans; stock option
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Employee and Director Benefit Plans. Organizer Stock Warrants In recognition of the efforts made and financial risks undertaken by the organizers in organizing the Company, the Company issued to the organizers warrants to purchase up to 150,120 shares of Company common stock. The warrant price is $10.00 per share and vests in equal increments over a five-year period. The warrants will be exercisable for a 10-year period unless there is a change in control, in which event all warrants will be completely vested. All organizer stock warrants are fully vested. A summary of warrant activity as of December 31, 2016 and 2015, and changes during the years then ended is presented below: Weighted- Average Weighted- Remaining Average Contractual Exercise Term Warrants Price (Years) Outstanding at January 1, 2016 150,120 $10.00 Granted - - Exercised (10,035) $10.00 Outstanding at December 31, 2016 140,085 $10.00 0.75 Outstanding at January 1, 2015 150,120 $10.00 Granted - - Exercised - - Outstanding at December 31, 2015 150,120 $10.00 1.75 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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Employee and Director Benefit Plans. (Continued) Employee Stock Incentive Plan On October 15, 2007, the Company established an incentive stock plan for key employees and directors. The purpose of the plan is to enhance stockholder investment by attracting, retaining, and motivating key employees and directors of the Company and to align the interests of management with those of stockholders. The incentive stock plan permits the granting of incentive stock options and restricted stock. The maximum number of shares that may be issued under this plan is 275,000 for incentive stock options and 25,000 for restricted stock. As of December 31, 2016, there were 187,500 stock options available to be granted and 15,000 shares of restricted stock available to be granted. In order to attract and retain key employees, the Company has issued options to purchase shares of Company common stock. The option price is $10.00 per share and the options vest in equal increments over a five- year period. The options will be exercisable for a 10-year period unless there is a change in control, in which event all options will be completely vested. All outstanding stock options are fully vested. A summary of stock option activity as of December 31, 2016 and 2015, and changes during the years then ended is presented below: Weighted- Average Weighted- Remaining Average Contractual Exercise Term Options Price (Years) Outstanding at January 1, 2016 75,000 $10.00 Granted - - Exercised - - Forfeited - - Outstanding at December 31, 2016 75,000 $10.00 0.75 Outstanding at January 1, 2015 80,000 $10.00 Granted - - Exercised (5,000) $10.00 Forfeited - - Outstanding at December 31, 2015 75,000 $10.00 1.75 Benefit Plan The Company established the First Partners Bank Retirement Plan (the “Plan”), a defined contribution benefit plan, on October 1, 2008, in accordance with Section 401(k) of the Internal Revenue Code. The Plan is open to all employees who meet eligibility requirements and allows employees to defer a portion of their compensation in one or more participant-directed investment funds. Under the Safe Harbor Provision, the Company matches 100 percent of the first three percent of the employee’s elected deferral, plus 50 percent in excess of the first three percent, but not to exceed four percent of the employee’s compensation. Administrative costs of the Plan are paid by the Company. The costs recognized for the Plan were $120,110 and $100,195 for the years ended December 31, 2016 and 2015, respectively. NOTES TO CONSOLIDAT...
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Related to Employee and Director Benefit Plans

  • Employees; Benefit Plans (a) Following the Closing Date and except to the extent an alternative treatment is set forth in this Section 5.14, CZFS may choose to maintain any or all of the HVBC Benefit Plans in its sole discretion and HVBC shall cooperate with CZFS in order to effect any plan terminations to be made as of the Effective Time. For the period commencing at the Effective Time and ending 12 months after the Effective Time (or until the applicable Continuing Employee’s earlier termination of employment), CZFS shall provide, or cause to be provided, to each employee of HVBC or HVB who continues with the Surviving Bank as of the Closing Date (a “Continuing Employee”) (i) a base salary or a base rate of pay at least equal to the base salary or base rate of pay provided to similarly situated employees of CZFS or any Subsidiary of CZFS and (ii) other benefits (other than severance, termination pay or equity compensation) at least substantially comparable in the aggregate to the benefits provided to similarly situated employees of CZFS or any Subsidiary of CZFS. For any HVBC Benefit Plan terminated for which there is a comparable employee benefit or compensation plan, program, policy, agreement or arrangement of CZFS or any of its Subsidiaries (a “CZFS Benefit Plan”) of general applicability, CZFS shall take all commercially reasonable action so that Continuing Employees shall be entitled to participate in such CZFS Benefit plan to the same extent as similarly-situated employees of CZFS (it being understood that inclusion of the employees of HVBC and HVB in the CZFS Benefit Plans may occur at different times with respect to different plans). CZFS shall cause each CZFS Benefit Plan in which Continuing Employees are eligible to participate to take into account for purposes of eligibility and vesting under the CZFS Benefit Plans (but not for purposes of benefit accrual) the service of such employees with HVBC or HVB to the same extent as such service was credited for such purpose by HVBC or HVB; provided, however, that such service shall not be recognized to the extent that such recognition would result in a duplication of benefits. Nothing herein shall limit the ability of CZFS to amend or terminate any of the HVBC Benefit Plans or CZFS Benefit Plans in accordance with their terms at any time; provided, however, that CZFS shall continue to maintain the HVBC Benefit Plans (other than stock based or incentive plans) for which there is a comparable CZFS Benefit Plan until the HVBC Employees are permitted to participate in the CZFS Benefit Plans, unless such CZFS Benefit Plan has been frozen or terminated with respect to similarly situated employees of CZFS or any Subsidiary of CZFS. Following the Closing Date, CZFS shall honor, in accordance with HVBC’s policies and procedures in effect as of the date hereof, any employee expense reimbursement obligations of HVBC for out-of-pocket expenses incurred during the calendar year in which the Closing occurs by any Continuing Employee.

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