Employee Benefits and Contracts. (a) For a period of one year following the Effective Time, except as contemplated by this Agreement, any Buyer Entity shall provide generally to employees who are actively employed by a Seller Entity on the Closing Date (“Covered Employees”) while employed by such Buyer Entity following the Closing Date employee benefits under Buyer Benefit Plans, on terms and conditions which are, in the aggregate, substantially comparable to those provided by Buyer Entities to their similarly situated employees; provided, that in no event shall any Covered Employee be eligible to participate in any closed or frozen plan of any Buyer Entity. Until such time as Buyer shall cause the Covered Employees to participate in the applicable Buyer Benefit Plans, the continued participation of the Covered Employees in the Seller Benefit Plans shall be deemed to satisfy the foregoing provisions of this clause (it being understood that participation in Buyer Benefit Plans may commence at different times with respect to each of Buyer Benefit Plans). For purposes of determining eligibility to participate and vesting under Buyer Benefit Plans, and for purposes of determining a Covered Employee’s entitlement to paid time off under the applicable Buyer Entity’s paid time off program, the service of the Covered Employees with a Seller Entity prior to the Effective Time shall be treated as service with a Buyer Entity participating in such Buyer Benefit Plans, to the same extent that such service was formally recognized by the Seller Entities for purposes of a similar benefit plan; provided, that such recognition of service shall not (i) operate to duplicate any benefits of a Covered Employee with respect to the same period of service or (ii) apply for purposes of any plan, program or arrangement (x) under which similarly-situated employees of Buyer Entities do not receive credit for prior service, (y) that is grandfathered or frozen, either with respect to level of benefits or participation, or (z) for purposes of retiree medical benefits or level of benefits under a defined benefit pension plan.
Employee Benefits and Contracts. Following the Effective Time, NDC ------------------------------- shall provide generally to officers and employees of the Source Entities employee benefits under employee benefit and welfare plans on terms and conditions which when taken as a whole are substantially similar to those currently provided by the NDC Entities to their similarly situated officers and employees. For purposes of participation, vesting and (except in the case of NDC retirement plans) benefit accrual under NDC's employee benefit plans, the service of the employees of the Source Entities prior to the Effective Time shall be treated as service with a NDC Entity participating in such employee benefit plans. NDC also shall cause the Surviving Corporation and its Subsidiaries to honor in accordance with their terms all employment, severance, consulting and other compensation Contracts disclosed in Section 8.13 of the Source Disclosure Memorandum to NDC between any Source Entity and any current or former director, officer, or employee thereof, and all provisions for vested benefits or other vested amounts earned or accrued through the Effective Time under the Source Benefit Plans. If so advised by NDC at least 30 days prior to the Effective Time, Source, on behalf of itself and each Source Entity, shall terminate its participation in the Source Informatics America, PMSI Xxxxx-Xxxxx, and Xxxxx America Retirement Plan (the "401(k) Plan"), effective no later than the day preceding the Effective Time. The amendment to the 401(k) Plan which effects such termination shall be adopted no later than ten (10) days prior to the Effective Time. Immediately following its adoption, Source shall provide NDC with a copy of such amendment which (i) terminates Source's participation in the plan, (ii) fully vests employees of each Source Entity in their account balances under the 401(k) Plan as of the effective date of the termination; and (iii) provides for lump sum distributions (which shall be "eligible rollover distributions," within the meaning of Section 402(c)(4) of the Internal Revenue Code) of the participants' accrued benefits as soon as practicable following Source's or its successor's receipt of a letter from the Internal Revenue Service to the effect that the Source Entities' termination of participation in the 401(k) Plan and the subsequent distribution of the participants' accounts thereunder does not adversely affect the 401(k) Plan's qualified status under Section 401(a) of the Internal Re...
Employee Benefits and Contracts. 40 8.15 Indemnification................................................ 40
Employee Benefits and Contracts. (a) Following the Effective Time, CFB shall either (i) continue to provide to officers and employees of the First Deposit Entities employee benefits under First Deposit's existing employee benefit and welfare plans or, (ii) if CFB shall determine to provide to officers and employees of the First Deposit Entities employee benefits under other employee benefit plans and welfare plans, provide generally to officers and employees of the First Deposit Entities employee benefits under employee benefit and welfare plans, on terms and conditions which when taken as a whole are substantially similar to those currently provided by the CFB Entities to their similarly situated officers and employees. Any severance benefits provided to First Deposit Entities' officers and employees shall be in accordance with the existing CFB policy regarding severance benefits. For purposes of participation and vesting (but not accrual of benefits) under CFB's employee benefit plans, (i) service under any qualified defined benefit plan of First Deposit shall be treated as service under CFB's defined benefit plan, if any, (ii) service under any qualified defined contribution plans of First Deposit shall be treated as service under CFB's qualified defined contribution plans, and (iii) service under any other employee benefit plans of First Deposit shall be treated as service under any similar employee benefit plans maintained by CFB. With respect to officers and employees of the First Deposit Entities who, at or after the Effective Time, become employees of a CFB Entity and who, immediately prior to the Effective Time, are participants in one or more employee welfare benefit plans maintained by the First Deposit Entities, CFB shall cause each comparable employee welfare benefit plan which is substituted for a First Deposit welfare benefit plan to waive any evidence of insurability or similar provision, to provide credit for such participation prior to such substitution with regard to the application of any pre-existing condition limitation, and to provide credit towards satisfaction of any deductible or out-of-pocket provisions for expenses incurred by such participants during the period prior to such substitution, if any, that overlaps with the then current plan year for each such substituted employee welfare benefit plans. CFB also shall cause the Surviving Corporation and its Subsidiaries to honor in accordance with their terms all employment, severance, consulting and other compensa...
Employee Benefits and Contracts. (a) Following the Effective Time, SBC shall maintain or cause to be maintained employee benefit plans and compensation opportunities for the benefit of employees (as a group) who are full-time active employees of Professional and/or its subsidiaries on the Closing Date (“Covered Employees”) that provide employee benefits and compensation opportunities which, in the aggregate, are substantially comparable to the employee benefits and compensation opportunities that are made available on a uniform and non-discriminatory basis to similarly situated employees of SBC or its Subsidiaries, as applicable; provided, however, that in no event shall any Covered Employee be eligible to participate in any closed or frozen plan of SBC or its Subsidiaries; and provided further that in no event shall SBC be required to take into account any retention arrangements or equity compensation when determining whether employee benefits are substantially comparable. SBC shall give the Covered Employees full credit for their prior service with Professional and its Subsidiaries (i) for purposes of eligibility (including initial participation and eligibility for current benefits) and vesting under any qualified or non-qualified employee benefit plan maintained by SBC and in which Covered Employees may be eligible to participate and (ii) for all purposes under any welfare benefit plans, vacation plans and similar arrangements maintained by SBC.
Employee Benefits and Contracts. Following the Effective Time, ------------------------------- PURCHASER shall provide generally to officers and employees of the TARGET Companies employee benefits under employee benefit plans (other than stock option or other plans involving the potential issuance of PURCHASER Common Stock), on terms and conditions which when taken as a whole are substantially similar to those currently provided by the PURCHASER Companies to their similarly situated officers and employees, provided that for a period of twelve (12) months after the Effective Time, PURCHASER shall provide generally to officers and employees of TARGET Companies severance benefits in accordance with the policies of either (i) TARGET as Previously Disclosed, or (ii) PURCHASER, whichever of (i) or (ii) will provide the greater benefit to the officer or employee. For purposes of participation and vesting under such employee benefit plans, the service of the employees of the TARGET Companies prior to the Effective Time shall be treated as service with a PURCHASER Company participating in such employee benefit plans. PURCHASER also shall honor in accordance with their terms all employment, severance, consulting and other compensation Contracts Previously Disclosed to PURCHASER between any TARGET Company and any current or former director, officer, or employee thereof and all provisions for vested benefits or other vested amounts earned or accrued through the Effective Time under the TARGET Benefit Plans.
Employee Benefits and Contracts. (a) Section 3.14 of the Seller Disclosure Schedule lists all employee benefit plans (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) maintained by Seller. Each of such employee benefit plans complies in all material respects with applicable requirements of ERISA or the Code of 1986 and no "reportable event" or "prohibited transaction" (as such terms are defined in ERISA) has occurred with respect to any such plan, and no termination, if it has occurred or were to occur before the Effective Date, would present a risk of liability to any Governmental Entity or other persons that would have a Seller Material Adverse Effect.
Employee Benefits and Contracts. (a) Except as specifically provided in this Agreement, all persons who are employees of the First South Entities immediately prior to the Effective Time and whose employment is not terminated, if any, at or prior to the Effective Time (a “Continuing Employee”) shall, at the Effective Time, become at-will employees of the Surviving Bank or one of its subsidiaries; provided, however, that in no event shall any of the employees of the First South Entities be officers of the Surviving Corporation or the Surviving 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 the Surviving Corporation or the Surviving Bank and in accordance with the Bylaws of the Surviving Corporation or the Surviving Bank. All of the Continuing Employees shall be employed at the will of the Surviving 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.
Employee Benefits and Contracts. Following the Effective Time, American Home shall provide generally to officers and employees of the Valley Companies, who at or after the Effective Time remain employees of Valley Bank of Maryland or become employees of an American Home Company ("Continuing Employees"), employee benefits under employee benefit plans (other than stock option or other plans involving the potential issuance of American Home Common Stock except as set forth in this Section 8.8), on terms and conditions which when taken as a whole are substantially similar to those currently provided by the American Home Companies to their similarly situated officers and employees. For purposes of participation and vesting (but not accrual of benefits) under such employee benefit plans, (i) service under any qualified defined benefit plans of Valley shall be treated as service under American Home's qualified defined benefit plans, (ii) service under any qualified defined contribution plans of Valley shall be treated as service under American Home's qualified defined contribution plans, and (iii) service under any other employee benefit plans of Valley shall be treated as service under any similar employee benefit plans maintained by American Home. American Home shall cause the American Home welfare benefit plans that cover the Continuing Employees after the Effective Time to (i) waive any waiting period and restrictions and limitations for preexisting conditions or insurability, and (ii) cause any deductible, co-insurance, or maximum out-of-pocket payments made by the Continuing Employees under Valley's welfare benefit plans to be credited to such Continuing Employees under the American Home welfare benefit plans, so as to reduce the amount of any deductible, co-insurance, or maximum out-of-pocket payments payable by the Continuing Employees under the American Home welfare benefit plans. The continued coverage of the Continuing Employees under the employee benefits plans maintained by Valley and/or any Valley Subsidiary immediately prior to the Effective Time during a transition period shall be deemed to provide the Continuing Employees with benefits that are no less favorable than those offered to other employees of American Home and its Subsidiaries, provided that after the Effective Time there is no material reduction (determined on an overall basis) in the benefits provided under the Valley employee benefit plans. American Home also shall cause Valley and its Subsidiaries to honor all empl...
Employee Benefits and Contracts. 40 8.14 INDEMNIFICATION..................................................41
