Employee and Termination Benefits Directors and Management Sample Clauses

Employee and Termination Benefits Directors and Management. (a) The CNYF Employee Stock Ownership Plan (the "CNYF ESOP") shall be terminated as of, or prior to, the Merger Effective Date (all shares held by the ESOP shall be converted into the right to receive the Merger Consideration), all outstanding CNYF ESOP indebtedness shall be repaid, and the balance shall be allocated and distributed to CNYF employees (subject to the receipt of a determination letter from the IRS), as provided for in the CNYF ESOP and unless otherwise required by applicable law. Niagara Bancorp will review other CNYF or CSB employee plans to determine whether to maintain, terminate or continue such plans. If any CNYF or CSB employee plans are consolidated with any Niagara Bancorp (or subsidiary thereof) employee plan, credit will be given for prior service with CNYF or CSB for determining eligibility and vesting, but not for benefit accrual purposes. (b) After the Merger Effective Date, any former employees of CNYF or any CNYF Subsidiary whose employment is terminated, other than for cause, within twelve months of the Closing Date shall be provided with severance benefits in 38 accordance with the severance policy described on CNYF DISCLOSURE SCHEDULE 5.11(b). In addition, it is anticipated that in order for Niagara Bancorp to effectuate a smooth transition of the back office operations and data processing systems of CSB, it may be necessary to retain the services of certain CSB back-office personnel for up to one and one-half years after the Closing Date. Niagara Bancorp agrees that notwithstanding that such persons will not be terminated within twelve months after the Closing Date, they will still be entitled to receive severance payments pursuant to CSB's employee severance plan for service with CSB prior to termination.
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Employee and Termination Benefits Directors and Management. (a) HSB shall endeavor to offer employment to all employees of MBL (except for Xxxxxx Xxxxx, Xxxxx Xxxxxxxxx, Xxxxxxx Xxxxxxx, and Xxxx Hatteburg) as of the Merger Effective Date, subject to due diligence and review of its staffing needs (“Continuing Employees”). Offers of employment shall be on such terms and conditions as HSB determines in its sole discretion. All full time MBL employees who remain employed with MBL through a date selected by HSB within 30 days following the Closing Date will be entitled to a one thousand dollar ($1,000) bonus, payable by MBL within five business days of such date. Continuing Employees will become subject to HSB’s employment policies (including applicable to compensation, bonuses and vacation), effective as of the Closing Date. Continuing Employees will receive credit for service with MBL for purposes of eligibility and vesting with respect to HSB’s employee benefit plans, policies and programs, including HSB’s 401(k) Plan, sick policy and vacation policy, except as specifically noted to the contrary herein. (b) In the sole discretion of HSB, MBL’s 401(k) Plan shall be frozen, terminated or merged into HSB’s 401(k) Plan. With respect to HSB’s 401(k) plan, Continuing Employees will receive credit for service with MBL for purposes of vesting and determination of eligibility to participate. It is expected that Continuing Employees who satisfy the conditions for eligibility as of the Closing Date shall be entitled to participate in the HSB 401(k) Plan from the later of January 1, 2008 or the Closing Date, provided, however, that such participation shall be coordinated with the termination or freeze or merger of the MBL 401(k) Plan so that no gap in coverage under a 401(k) plan will occur for Continuing Employees. It is expected that the HSB 401(k) Plan matching contribution for 2008 will be equal to 50% of the first six percent of compensation contributed by employees who participate in the HSB 401(k) Plan. With respect to HSB’s tax-qualified defined benefit pension plan, it is anticipated that such plan will be frozen prior to the Closing Date and no new employees will be eligible for participation. If such plan is not frozen prior to the Closing Date, Continuing Employees will be considered new employees for purposes of eligibility, vesting and benefit accrual under HSB’s tax-qualified defined benefit pension plan. (c) In the event of the termination of any MBL health, disability or life insurance plan, or the consolidatio...
Sample 1
Employee and Termination Benefits Directors and Management. (a) Except as otherwise provided in this Section 5.11, as of or after the Merger Effective Date, and at New England Bancshares's election and subject to the requirements of the IRC, Apple Valley's Compensation and Benefit Plans may continue to be maintained separately, consolidated, or terminated. Following the Merger Effective Date, New England Bancshares and the New England Bancshares Subsidiaries shall honor and perform in accordance with their terms all benefit obligations to, and contractual rights of, current and former employees and directors of Apple Valley existing as of the Merger Effective Date, under any Compensation and Benefit Plan that has not been terminated as of the Merger Effective Date and which has been 52 (a) If requested by New England Bancshares in writing not later than ten (10) days before the Merger Effective Date and provided that New England Bancshares has indicated in writing that the conditions to its obligations set forth in Section 6.03 hereof have been satisfied or waived, Apple Valley shall take such steps within its power to effectuate a termination or freeze of any Compensation and Benefit Plan as of or immediately prior to the Merger Effective Date, provided that the Compensation and Benefit Plan can be terminated or frozen within such period. In the event of a consolidation of any or all of such plans or in the event of termination of any Apple Valley Compensation and Benefit Plan, except as otherwise set forth in this Section 5.11, employees of Apple Valley who continue as employees of Valley Bank after the Merger Effective Date ("Continuing Employees") shall be eligible to participate in any New England Bancshares or Valley Bank employee plan of similar character immediately upon such consolidation or as of the first entry date coincident with or immediately following such termination. Continuing Employees shall receive credit for service with Apple Valley for purposes of determining eligibility and vesting but not for purposes of accruing or computing benefits under (i) any similar existing Valley Bank benefit plan or (ii) any new Valley Bank benefit plan in which Continuing Employees or their dependents would be eligible to enroll. Notwithstanding the foregoing, Continuing Employees will receive credit for years of service with Apple Valley for purposes of determining leave days under Valley Bank's vacation, personal and sick leave policies. Such service shall also apply for purposes of satisfying any waiting peri...
Sample 1
Employee and Termination Benefits Directors and Management 
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Related to Employee and Termination Benefits Directors and Management

  • Employment and Compensation The following terms and conditions will govern the Executive’s employment with the Company throughout the Term.

  • Employment of Consultant CONSULTANT will perform as an independent contractor all services under this Contract to the prevailing professional standards consistent with the level of care and skill ordinarily exercised by members of its profession, both public and private, currently practicing in the same locality under similar conditions, including reasonable, informed judgments and prompt, timely action. If CONSULTANT is representing that it has special expertise in one or more areas to be utilized in this Contract, then CONSULTANT agrees to perform those special expertise services to the appropriate local, regional or national professional standards.

  • Employment and Employee Benefits Matters (a) Parent shall, and shall cause the Surviving Corporation and each of its other Subsidiaries to, for the period commencing at the Effective Time and ending December 31, 2019, maintain for each individual employed by the Company or any of its Subsidiaries at the Effective Time (each, a “Current Employee”) (i) each of base compensation and a target annual cash incentive compensation opportunity at least as favorable as that provided to the Current Employee as of immediately prior to the Effective Time, (ii) benefits that are at least as favorable as the benefits maintained for and provided to the Current Employee as of immediately prior to the Effective Time and (iii) severance benefits that are at least as favorable as the severance benefits provided by the Company to the Current Employees as of immediately prior to the Effective Time to the extent set forth in Section 4.13(a) of the Company Disclosure Schedule. (b) Parent shall, and shall cause the Surviving Corporation to, cause service rendered by Current Employees to the Company and its Subsidiaries, prior to the Effective Time to be taken into account for all purposes under employee benefit plans of Parent, the Surviving Corporation, and its Subsidiaries, to the same extent as such service was taken into account under the corresponding Company Plans immediately prior to the Effective Time for those purposes; provided that the foregoing shall not apply to the extent that its application would result in a duplication of benefits or the funding thereof with respect to the same period of service. Without limiting the generality of the foregoing, Parent shall not, and shall cause the Surviving Corporation to not, subject Current Employees to any eligibility requirements, waiting periods, actively-at-work requirements or pre-existing condition limitations under any employee benefit plan of Parent, the Surviving Corporation or its Subsidiaries for any condition for which they would have been entitled to coverage under the corresponding Company Plan in which they participated prior to the Effective Time. Parent shall, and shall cause the Surviving Corporation and its Subsidiaries, to give such Current Employees credit under such employee benefit plans for any eligible expenses incurred by such Current Employees and their covered dependents under a Company Plan during the portion of the year prior to the Effective Time for purposes of satisfying all co-payment, co-insurance, deductibles, maximum out-of-pocket requirements, and other out-of-pocket expenses applicable to such Current Employees and their covered dependents in respect of the plan year in which the Effective Time occurs; provided that the foregoing shall not apply to the extent that its application would result in a duplication of benefits or the funding thereof with respect to the same period of service. (c) No provision of this Agreement (i) prohibits Parent or the Surviving Corporation from amending or terminating any individual Company Plan or any other employee benefit plan, (ii) confers upon any director, Current Employee or service provider of the Company or any Subsidiary or Affiliate thereof any right to continue in the employ or service of the Surviving Corporation, Parent or any Subsidiary or any Affiliate thereof for any period of time, or shall interfere with or restrict in any way the rights of the Surviving Corporation, Parent or any Subsidiary or Affiliate thereof to discharge or terminate the services of any director, employee or individual service provider of the Company or any Subsidiary or Affiliate thereof at any time for any reason whatsoever, with or without cause, or (iii) constitutes the establishment or adoption of, or amendment to, any Company Plan or employee benefit plan. No Current Employee or any other individual employed by, or providing services to, the Company or its Subsidiaries has any third-party beneficiary or other rights with respect to this Agreement.

  • TYPES OF EMPLOYMENT AND TERMINATION OF EMPLOYMENT 15 General 16 Employees on Daily Hire 17 Casual Employees 18 Employer and Employee Duties 19 Apprentices 20 Sham Contracting 21 Termination of Employment 22 Redundancy 23 Payment of Wages and Time Records 24 Superannuation 25 Insurance 26 Insurance – Minimum Cover / Minimum Benefits 27 Insurance – Employer Liability 28 Accident Makeup Pay 29 Compensation of Tools of Trade and Clothes 30 Application of Site Agreements / Inductions and off the job training / Local Labour – Visa Requirements 31 Hours of Work 32 Presenting for Work but Not Required 33 Overtime 34 Call Back

  • EMPLOYMENT TERM AND COMPENSATION A. The Board hereby employs the Employee for a salary of $6,769 per bi-weekly pay period ($175,997/Annualized), payable in installments less any legally authorized deductions as the D71, Director, Application Development. B. The term of this contract shall commence on 7/1/2024 and terminate on 6/30/2025. C. The Board shall designate eight and one-half (8.5) percent of Employee’s SURS-eligible earnings as the Board contribution on behalf of the Employee in satisfaction of the Employee's required contribution to the Illinois State Universities Retirement System. The purpose of this section is to allow such Board contribution for retirement to be tax sheltered after the qualifying period of time has been met and to the extent allowed by the appropriate statutes and regulations. Both parties acknowledge that the Employee did not have the option of choosing to receive the contributed amounts directly, instead of having such contributions paid by the Board to the State Retirement System, and that such contributions are made as a condition of employment to secure the Employee's future services, knowledge and experience.

  • Employment of Consultants In order to assist the Borrower in carrying out the Project, the Borrower shall employ consultants whose qualifications, experience and terms and conditions of employment shall be satisfactory to the Association. Such consultants shall be selected in accordance with principles and procedures satisfactory to the Association on the basis of the "Guidelines for the Use of Consultants by World Bank Borrowers and by the World Bank as Executing Agency" published by the Bank in August 1981. 1. For the purposes of this Schedule:

  • Separation Compensation In exchange for your agreement to the general release and waiver of claims and covenant not to sue set forth below and your other promises herein, the Company agrees to provide you with the following:

  • Employees and Compensation (A) Shown on Schedule 6.15(A) is a list of the name of each employee, sales agent or other Person, separately identified as to part-time or full-time, who is currently employed in the Business by Seller, together with each Person’s job classification, date of hire, and current rate of compensation (or method for computing same). All employees of Seller are “at will” employees whose employment may be terminated by Seller at any time, with or without notice or cause. (B) Schedule 6.15(B) hereto lists all compensation and benefit plans, contracts and arrangements maintained, sponsored or participated in by Seller or any of its Affiliates in connection with the Business and in effect as of the date hereof including, without limitation, all pension (including all such employee pension benefit plans as defined in Section 3(2) of ERISA), profit-sharing, savings and thrift, fringe benefit, bonus, incentive or deferred compensation, severance pay and medical and life insurance plans and employee welfare plans as defined in Section 3(1) of ERISA that are sponsored by Seller or any of its Affiliates and in which any employees of Seller participate (collectively, “Employee Benefit Plans”). (C) As to Employee Benefit Plans sponsored by Seller or its Affiliates that are “employee pension benefit plans” as defined in Section 3(2) of ERISA, such plans sponsored by Seller or its Affiliates are tax qualified under Section 401(a) of the Code, are not currently under examination by, nor are any matters pending before, the Internal Revenue Service, the Employee Benefits Security Administration or any quasi-government agency, are not subject to any claim, suit or arbitration (other than routine claims for benefits), are not subject to the minimum funding standards of Code Section 412, are in compliance with and have been administered in accordance with their terms and in compliance with all applicable requirements of law, including, but not limited to, the Code and ERISA, and there have been no prohibited transactions as defined in Code Section 4975 or ERISA Section 406 with respect to such plans that could subject Seller or its Affiliates to a tax or penalty under Code Section 4975 or ERISA Section 502(i). (D) Neither Seller nor any of its Affiliates has incurred any Liability under Title IV of ERISA that has or could, after the Effective Date, become a Lien upon any of the Purchased Assets pursuant to ERISA Section 4068. (E) Neither Seller nor any of its Affiliates is or has ever been required to contribute to any “multiemployer plan,” as such term is defined in Section 4001(a)(3) of ERISA, in which any employees of Seller in connection with the Business participate. (F) Except as set forth in Schedule 6.15(F), no Employee Benefit Plan provides medical, surgical, hospitalization, death or similar benefits (whether or not insured) for employees for period extending beyond their retirement or other termination of service, other than (i) coverage mandated by applicable law, or (ii) death benefits under any pension plan. (G) For the purposes of this Section 6.15, Seller shall include all trades or business under common control with Seller as provided in the regulations under Code Section 414(c).

  • Employment of Consultants Part A General Consultants’ services shall be procured in accordance with the provisions of the Introduction and Section IV of the "Guidelines: Selection and Employment of Consultants by World Bank Borrowers" published by the Bank in January 1997 and revised in September 1997 (the Consultant Guidelines) and the following provisions of Section II of this Schedule. Part B: Quality- and Cost-based Selection Except as otherwise provided in Part C of this Section, consultants’ services shall be procured under contracts awarded in accordance with the provisions of Section II of the Consultant Guidelines, paragraph 3 of Appendix 1 thereto, Appendix 2 thereto, and the provisions of paragraphs 3.13 through 3.18 thereof applicable to quality- and cost-based selection of consultants. Part C: Other Procedures for the Selection of Consultants 1. Selection Based on Consultants Qualifications Services estimated to cost less than $100,000 equivalent per contract may be procured under contracts awarded in accordance with the provisions of paragraphs 3.1 and 3.7 of the Consultant Guidelines.

  • Employment Compensation Schedule 3.16 contains a true and correct list of all employees to whom Company is paying compensation, including bonuses and incentives, at an annual rate in excess of Fifteen Thousand Dollars ($15,000) for services rendered or otherwise; and in the case of salaried employees such list identifies the current annual rate of compensation for each employee and in the case of hourly or commission employees identifies certain reasonable ranges of rates and the number of employees falling within each such range.

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