Employee Benefits and Contracts. (a) Following the Effective Time, except as otherwise provided in this Section 8.15, Acquiror shall provide generally to officers and employees of the BFC Companies employee benefits under employee benefit plans (other than stock option or other plans involving the potential issuance of Acquiror Common Stock), on terms and conditions which when taken as a whole are substantially similar to those currently provided by the Acquiror Companies to their similarly situated officers and employees; provided, that, for a period of 12 months after the Effective Time, Acquiror shall provide generally to officers and employees of BFC Companies severance benefits in accordance with the policies of either (i) BFC as disclosed in Section 8.13 of the BFC Disclosure Memorandum, or (ii) Acquiror, whichever of (i) or (ii) will provide the greater benefit to the officer or employee. Acquiror 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 BFC Disclosure Memorandum to Acquiror between any BFC 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 BFC Benefit Plans. The parties acknowledge that nothing in this Agreement shall be construed as constituting an employment agreement between Acquiror or any of its Affiliates and any officer or employee of any BFC Company or an obligation on the part of Acquiror or any of its Affiliates to employ any such officers or employees. (b) The parties agree that appropriate steps shall be taken to terminate all employee benefit plans of BFC other than the Retirement Plan and Trust of Bankers First Corporation (the "BFC Retirement Plan") and the Bankers First Corporation Employee Stock Ownership Plan (the "ESOP"), as of the Effective Time or as promptly as practicable thereafter. Following the termination of all such plans (other than the BFC Retirement Plan and ESOP), and subject to Section 8.13(c) hereof, Acquiror agrees that the officers and employees of any BFC Company who the Surviving Corporation or its Subsidiaries employs shall be eligible to participate in Acquiror's employee benefit plans, including welfare and fringe benefit plans on the same basis as and subject to the same conditions as are applicable to any newly-hired employee of Acquiror; provided, that: (i) with respect to Acquiror's group medical insurance plan, Acquiror shall credit each such employee for eligible expenses incurred by such employee and his or her dependents (if applicable) under BFC's group medical insurance plan during the current calendar year for purposes of satisfying the deductible provisions under Acquiror's plan for such current year, and Acquiror shall waive all waiting periods under said plans for pre-existing conditions; and (ii) credit for each such employee's past service with BFC Companies prior to the Effective Time ("Past Service Credit") shall be given by Acquiror to employees for purposes of: (1) determining vacation and sick leave benefits and accruals, in accordance with the established policies of Acquiror; (2) establishing eligibility for participation in and vesting under Acquiror's employee benefit plans (including welfare and fringe benefit plans), and for purposes of determining the scheduling of vacations and other determinations which are based on length of service; provided, however, notwithstanding anything contained in this Agreement to the contrary, Past Service Credit shall not be given to any such employee for purposes of establishing eligibility for participation in the 1990 Discounted Stock Plan of Acquiror. (c) The parties further agree that the BFC Retirement Plan will either be (i) merged into the SouthTrust Corporation Revised Retirement Income Plan (the "ST Retirement Plan") or (ii) terminated as of such date prior to, on or after the Effective Time, all as Acquiror shall determine and specify. Prior to any such merger or termination, the BFC Retirment Plan shall be amended so that the actuarial value of the benefits payable, determined on a termination basis, equals the fair market value of the assets of the BFC Retirement Plan immediately prior to such merger or termination. The determination as to whether the BFC Retirement Plan shall terminated or merged into the ST Retirement Plan shall be made by Acquiror. From and after (i) January 1 following the termination of the BFC Retirement Plan or (ii) the merger of the BFC Retirement Plan into the ST Retirement Plan, for purposes of determining eligibility to participate in, and vesting in accrued benefits under both the ST Retirement Plan and the SouthTrust Corporation Employee's Profit Sharing Plan (the "ST PS Plan"), employment by BFC Companies shall be credited as if it were employment by Acquiror, except to the extent otherwise required by applicable Law, but such service shall not be credited for purposes of determining benefit accrual under the ST Retirement Plan. (d) The ESOP as amended to the extent, if any, necessary to obtain such a determination letter from the Internal Revenue Service, shall be terminated as of such date prior to, on, or after the Effective Time, as Acquiror and BFC shall mutually determine and specify. Distributions shall be made from the ESOP in accordance with the terms and provisions of the ESOP prior to receipt from the Internal Revenue Service of a favorable determination letter with respect to the effect of such termination upon the qualified status of the ESOP; subject, however, to the trustee's right to retain such amounts as it reasonably deems appropriate as a reserve for any Taxes which may be imposed against the ESOP.
Appears in 1 contract
Employee Benefits and Contracts. (a) Following Except as set forth in this Agreement, including Section 8.13, following the Effective Time, except as otherwise provided in this Section 8.15, Acquiror Huntington shall provide generally to officers and employees of the BFC Companies Citi-Bancshares employee benefits under employee benefit and welfare plans, incentive plans (other than and stock option or and other plans involving the potential issuance of Acquiror Huntington Common Stock), on terms and conditions which when taken as a whole are substantially similar to those currently provided generally by the Acquiror Companies Huntington and its Affiliates to their similarly situated officers and employees; provided. For purposes of participation and vesting under such employee benefit plans, that, for a period the service of 12 months after the employees of the Citi-Bancshares Companies prior to the Effective TimeTime shall be treated as service with a Huntington Company participating in such employee benefit plans. Furthermore, Acquiror shall provide generally to officers and employees of BFC Citi-Bancshares Companies severance benefits (and their spouses and dependents, if applicable) may, upon the cessation of their participation in accordance a Citi-Bancshares Benefit Plan, immediately participate in the corresponding Benefit Plan maintained by Huntington without regard to pre-existing conditions or waiting periods and all claims paid under a Citi-Bancshares Benefit Plan shall be counted under a Huntington Benefit Plan for purposes of annual deductibles and annual out of pocket expenses. Benefit accruals under any Huntington defined benefit pension plan ("Huntington Plan") will not be offset by benefit accruals under the "Citizens National Bank of Leesburg Defined Benefit Pension Plan (the "Pension Plan"); however, in the event the Pension Plan merges with the policies of either (i) BFC as disclosed in Section 8.13 of Huntington Plan, and if benefit accruals under the BFC Disclosure MemorandumPension Plan cease, or (ii) Acquiror, whichever of (i) or (ii) the Huntington Plan will provide future benefit accruals under the greater Huntington Plan that are no less than those benefits that would accrue assuming the Huntington Plan implements a "fresh start formula without wear away" (as described in Treasury Regulation Section 1.401(a)(4)-13(c)(4)(i)). To the extent a participant has a vested benefit to the officer or employee. Acquiror 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 BFC Disclosure Memorandum to Acquiror between any BFC Company and any current or former director, officer, or employee thereof, and all provisions for vested benefits or other vested amounts amount earned or accrued through the Effective Time under the BFC a Citi-Bancshares Benefit Plans. The parties acknowledge that nothing , Huntington agrees to pay such benefits in this Agreement shall be construed as constituting an employment agreement between Acquiror or any accordance with the terms of its Affiliates and any officer or employee of any BFC Company or an obligation on the part of Acquiror or any of its Affiliates to employ any such officers or employees.
(b) The parties agree that appropriate steps shall be taken to terminate all employee benefit plans of BFC other than the Retirement Plan and Trust of Bankers First Corporation (the "BFC Retirement Plan") and the Bankers First Corporation Employee Stock Ownership Plan (the "ESOP"), as of the Effective Time or as promptly as practicable thereafter. Following the termination of all such plans (other than the BFC Retirement Plan and ESOP), and subject to Section 8.13(c) hereof, Acquiror agrees that the officers and employees of any BFC Company who the Surviving Corporation or its Subsidiaries employs shall be eligible to participate in Acquiror's employee benefit plans, including welfare and fringe benefit plans on the same basis as and subject to the same conditions as are applicable to any newlyCiti-hired employee of AcquirorBancshares Benefit Plans; provided, that:
however, that (i) with respect to Acquiror's group medical insurance planthe Citizens National Bank of Leesburg Profit Sharing Plan & Trust and the Pension Plan (other than death benefits and interest rates as set forth below), Acquiror shall credit each such employee for eligible expenses incurred by such employee and his or her dependents (if applicablecompliance with section 411(d)(6) under BFC's group medical insurance plan during of the current calendar year for purposes Code will constitute satisfaction of satisfying the deductible provisions under Acquiror's plan for such current year, and Acquiror shall waive all waiting periods under said plans for pre-existing conditionsrequirements of this sentence; and
(ii) credit with respect to a participant's accrued benefit under the Pension Plan, Huntington agrees, for each such employee's past service with BFC Companies prior to twenty-four months following the Effective Time ("Past Service Credit") shall be given to the extent permitted by Acquiror applicable law), to employees for purposes of:continue to pay death benefits and compute benefits using the death benefit provisions and interest rate factors set forth in the Pension Plan as of the Effective Time.
(1b) determining vacation Section 8.11 of the Citi-Bancshares Disclosure Memorandum sets forth certain Citi-Bancshares Benefit Plans, employment agreements and sick leave other arrangements. Among those listed include severance benefits, employment agreements, change in control agreements, retention agreements, consulting contracts, compensation contracts (collectively, "Continuation Benefits"). After the Effective Time, Huntington shall provide to officers and employees of Citi-Bancshares Companies benefits and accrualsin accordance with either (i) the Continuation Benefits or (ii) in the absence of any such contracts, plans or policies giving rise to such Continuation Benefits, in accordance with the established Huntington's policies of Acquiror;
(2) establishing eligibility for participation in and vesting under Acquiror's employee benefit plans (including welfare and fringe benefit plans), and for purposes of determining the scheduling of vacations and other determinations which are based on length of service; provided, however, notwithstanding anything contained in this Agreement to the contrary, Past Service Credit shall not be given to any such employee for purposes of establishing eligibility for participation in the 1990 Discounted Stock Plan of Acquirorgenerally.
(c) The parties further agree that the BFC Retirement Plan will either be (i) merged into the SouthTrust Corporation Revised Retirement Income Plan (the "ST Retirement Plan") or (ii) terminated as of such date prior to, on or after the Effective Time, all as Acquiror shall determine and specify. Prior to any such merger or termination, the BFC Retirment Plan shall be amended so that the actuarial value of the benefits payable, determined on a termination basis, equals the fair market value of the assets of the BFC Retirement Plan immediately prior to such merger or termination. The determination as to whether the BFC Retirement Plan shall terminated or merged into the ST Retirement Plan shall be made by Acquiror. From and after (i) January 1 following the termination of the BFC Retirement Plan or (ii) the merger of the BFC Retirement Plan into the ST Retirement Plan, for purposes of determining eligibility to participate in, and vesting in accrued benefits under both the ST Retirement Plan and the SouthTrust Corporation Employee's Profit Sharing Plan (the "ST PS Plan"), employment by BFC Companies shall be credited as if it were employment by Acquiror, except to the extent otherwise required by applicable Law, but such service shall not be credited for purposes of determining benefit accrual under the ST Retirement Plan.
(d) The ESOP as amended to the extent, if any, necessary to obtain such a determination letter from the Internal Revenue Service, shall be terminated as of such date prior to, on, or after the Effective Time, as Acquiror and BFC shall mutually determine and specify. Distributions shall be made from the ESOP in accordance with the terms and provisions of the ESOP prior to receipt from the Internal Revenue Service of a favorable determination letter with respect to the effect of such termination upon the qualified status of the ESOP; subject, however, to the trustee's right to retain such amounts as it reasonably deems appropriate as a reserve for any Taxes which may be imposed against the ESOP.
Appears in 1 contract
Employee Benefits and Contracts. (a) Following Except as set forth in this Agreement, or in Section 4.2(c) of the Merger Agreement relating to the conversion of Empire Stock Options, following the Effective Time, except as otherwise provided in this Section 8.15, Acquiror Huntington shall provide generally to officers and employees of Empire who become officers or employees of any Huntington Company after the BFC Companies Effective Time employee benefits under employee benefit plans (other than Huntington Benefit Plans, and stock option or and other plans involving the potential issuance of Acquiror Huntington Common Stock), on terms and conditions which when taken as a whole are substantially similar to those currently provided generally by the Acquiror Companies Huntington and its Affiliates to their similarly situated officers and employees; provided. For purposes of participation and vesting under such Huntington Benefit Plans, that, for a period the service of 12 months after the employees of the Empire Companies (calculated pursuant to applicable Empire Benefit Plans) prior to the Effective TimeTime shall be treated as service with a Huntington Company participating in such Huntington Benefit Plans. Furthermore, Acquiror shall provide generally to officers and employees of BFC Empire Companies severance benefits (and their spouses and dependents, if applicable) may, upon the cessation of their participation in accordance an Empire Benefit Plan, immediately participate in the corresponding Employee Benefit Plan maintained by Huntington without regard to pre-existing conditions or waiting periods. Benefit accruals under any Huntington Pension Plan will not be offset by benefit accruals under any Empire Pension Plan; however, in the event the Empire Pension Plan merges with the policies of either (i) BFC as disclosed in Section 8.13 of Huntington Pension Plan, and if benefit accruals under the BFC Disclosure MemorandumEmpire Pension Plan cease, or (ii) Acquiror, whichever of (i) or (ii) the Huntington Pension Plan will provide the greater future benefit to the officer or employee. Acquiror 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 BFC Disclosure Memorandum to Acquiror between any BFC 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 accruals under the BFC Benefit PlansHuntington Pension Plan that are no less than those benefits that would accrue assuming the Huntington Pension Plan implements a "fresh start formula without wear away" (as described in Treasury Regulation ss. The parties acknowledge that nothing in this Agreement shall be construed as constituting an employment agreement between Acquiror or any of its Affiliates and any officer or employee of any BFC Company or an obligation on the part of Acquiror or any of its Affiliates to employ any such officers or employees1.401(a)(4)-13(c)(4)(i)).
(b) The parties agree that appropriate steps shall be taken Huntington undertakes and agrees to terminate provide all employee benefit plans of BFC other than the Retirement Plan and Trust of Bankers First Corporation (the "BFC Retirement Plan") and the Bankers First Corporation Employee Stock Ownership Plan (the "ESOP"), as of the Effective Time or as promptly as practicable thereafter. Following the termination of all such plans (other than the BFC Retirement Plan and ESOP), and subject to Section 8.13(c) hereof, Acquiror agrees that the officers and employees of any BFC Company persons who the Surviving Corporation or its Subsidiaries employs shall be eligible to participate in Acquiror's employee benefit plans, including welfare and fringe benefit plans on the same basis as and subject to the same conditions as are applicable to any newly-hired employee of Acquiror; provided, that:
(i) with respect to Acquiror's group medical insurance plan, Acquiror shall credit each such employee for eligible expenses incurred employed by such employee and his or her dependents (if applicable) under BFC's group medical insurance plan during the current calendar year for purposes of satisfying the deductible provisions under Acquiror's plan for such current year, and Acquiror shall waive all waiting periods under said plans for pre-existing conditions; and
(ii) credit for each such employee's past service with BFC Companies Empire immediately prior to the Effective Time with severance benefits consistent with Huntington's Transition Pay Plan as in effect as of the Effective Time, which benefits will not be less than those provided under such plan as of the date of this Agreement. For purposes of calculating benefits and determining an individual's years of service under Huntington's Transition Pay Plan, the service of an Empire Company's employee prior to the Effective Time commencing with that employee's most recent hire date by the Empire Company shall be treated as service with a Huntington Company. Notwithstanding the foregoing, during the 12-month period following the Effective Time, those officers and employees of the Empire Companies listed in Sections 6.3(a) and 6.3(b) of the Disclosure Memorandum whose employment with an Empire Company or a Huntington Company, as the case may be, is terminated due to job elimination or is terminated by Huntington or its Affiliates without cause, shall be paid severance benefits upon termination of not less than 50% of their annual base salary without offset with respect to compensation or other benefits received from a subsequent employer. Huntington further agrees to provide out-placement services for a period of six months following such termination to those persons identified in Section 6.3(b) of the Disclosure Memorandum.
(c) Huntington agrees that bonuses in an aggregate amount not to exceed the Empire Bonus Pool shall be paid to the Empire Bonus Plan Participants in the amounts to be listed on a supplement to Section 6.3(c) of the Disclosure Memorandum (the "Past Service CreditSection 6.3(c) Supplement") which shall be given by Acquiror delivered to employees for purposes of:
(1) determining vacation and sick leave benefits and accruals, in accordance with Huntington on or before the established policies of Acquiror;
(2) establishing eligibility for participation in and vesting under Acquiror's employee benefit plans (including welfare and fringe benefit plans), and for purposes of determining the scheduling of vacations and other determinations which are based on length of serviceEffective Date; provided, however, notwithstanding anything contained that such bonus payments will only be made to Empire Bonus Plan Participants who are employed by Empire or Huntington or their Affiliates on December 31, 2000, or who were terminated by Huntington or its Affiliates prior to December 31, 2000, without cause or due to job elimination, in this Agreement which event the aggregate Empire Bonus Pool shall be reduced by the amount of payments allocated to such Empire Bonus Plan Participants who are no longer eligible to receive the contrary, Past Service Credit bonus payments. Huntington shall not be given pay any and all such bonus payments to any such employee for purposes of establishing eligibility for participation in the 1990 Discounted Stock Plan of Acquiror.
(c) The parties further agree that the BFC Retirement Plan will either be (i) merged into the SouthTrust Corporation Revised Retirement Income Plan (the "ST Retirement Plan") or (ii) terminated as of such date prior to, eligible Empire Bonus Pool Participants on or after the Effective Time, all as Acquiror shall determine and specify. Prior to any such merger or termination, the BFC Retirment Plan shall be amended so that the actuarial value of the benefits payable, determined on a termination basis, equals the fair market value of the assets of the BFC Retirement Plan immediately prior to such merger or termination. The determination as to whether the BFC Retirement Plan shall terminated or merged into the ST Retirement Plan shall be made by Acquiror. From and after (i) January 1 following the termination of the BFC Retirement Plan or (ii) the merger of the BFC Retirement Plan into the ST Retirement Plan, for purposes of determining eligibility to participate in, and vesting in accrued benefits under both the ST Retirement Plan and the SouthTrust Corporation Employee's Profit Sharing Plan (the "ST PS Plan"), employment by BFC Companies shall be credited as if it were employment by Acquiror, except to the extent otherwise required by applicable Law, but such service shall not be credited for purposes of determining benefit accrual under the ST Retirement Plan.
(d) The ESOP as amended to the extent, if any, necessary to obtain such a determination letter from the Internal Revenue Service, shall be terminated as of such date prior to, on, or after the Effective Time, as Acquiror and BFC shall mutually determine and specify. Distributions shall be made from the ESOP in accordance with the terms and provisions of the ESOP prior to receipt from the Internal Revenue Service of a favorable determination letter with respect to the effect of such termination upon the qualified status of the ESOP; subject, however, to the trustee's right to retain such amounts as it reasonably deems appropriate as a reserve for any Taxes which may be imposed against the ESOP.before February 15,
Appears in 1 contract
Employee Benefits and Contracts. (a) Following the Effective Time, except as otherwise provided but in this Section 8.15no event earlier than the consolidation of Mutual's depository institution Subsidiaries with UPC's depository institution Subsidiaries, Acquiror UPC shall provide generally to officers and employees of the BFC Mutual Companies (the "Continuing Employees"), employee benefits under employee benefit plans (other than stock option or other plans involving the potential issuance of Acquiror Common Stock), on terms and conditions which when taken as a whole are substantially similar to those currently provided by the Acquiror UPC Companies to their similarly situated officers and employees; provided. For purposes of participation, thatvesting, for a period and benefit accruals (but not accrual of 12 months benefits under UPC's tax-qualified retirement plans) under such employee benefit plans, (i) service under any qualified defined benefit or contribution plans of Mutual shall be treated as service under UPC's qualified defined benefit or contribution plans and (ii) service under any other employee benefit plans of Mutual shall be treated as service under any similar employee benefit plans maintained by UPC. UPC shall cause the UPC welfare benefit plans that cover the Continuing Employees after the Effective Time, Acquiror shall provide generally Time to officers and employees of BFC Companies severance benefits in accordance with the policies of either (i) BFC as disclosed in Section 8.13 of the BFC Disclosure Memorandum, waive any waiting period and restrictions and limitations for preexisting conditions or insurability and (ii) Acquirorcause any deductible, whichever co-insurance, or maximum out-of-pocket payments made by the Continuing Employees under Mutual's welfare benefit plans to be credited to such Continuing Employees under the UPC welfare benefit plans, so as to reduce the amount of (i) any deductible, co-insurance, or (ii) will maximum out-of-pocket payments payable by the Continuing Employees under the UPC welfare benefit plans. Prior to the commencement of the Continuing Employee's participation in the UPC employee benefit plans and programs, the benefit coverage of, and participation in benefit plans by, the Continuing Employees shall continue under the Mutual Benefit Plans, as in effect immediately prior to the Effective Time. During such transition period, the coverage under and participation in the Mutual Benefit Plans shall be deemed to provide the greater benefit Continuing Employees with benefits that are no less favorable than those offered to other employees of UPC and its Subsidiaries. Except as expressly provided in the officer or employee. Acquiror Supplemental Letter, UPC also shall cause the Surviving Corporation Mutual and its Subsidiaries to honor in accordance with their terms all employment, severance, consulting consulting, and other compensation Contracts disclosed in Section 8.13 of the BFC Mutual Disclosure Memorandum to Acquiror UPC between any BFC Mutual Company and any current or former director, officer, independent contractor, or employee thereof, and all provisions for vested benefits or other vested amounts earned or accrued through of the Effective Time under the BFC Mutual Benefit Plans. The parties acknowledge that nothing in this Agreement shall be construed as constituting an employment agreement between Acquiror or any of its Affiliates and any officer or employee of any BFC Company or an obligation on the part of Acquiror or any of its Affiliates to employ any such officers or employees.
(b) The parties agree that appropriate steps shall be taken to terminate all employee benefit plans of BFC other than the Retirement Plan and Trust of Bankers First Corporation (the "BFC Retirement Plan") and the Bankers First Corporation Employee Stock Ownership Plan (the "ESOP"), as of the Effective Time or as promptly as practicable thereafter. Following the termination of all such plans (other than the BFC Retirement Plan and ESOP), and subject to Section 8.13(c) hereof, Acquiror agrees that the officers and employees of any BFC Company who the Surviving Corporation or its Subsidiaries employs shall be eligible to participate in Acquiror's employee benefit plans, including welfare and fringe benefit plans on the same basis as and subject to the same conditions as are applicable to any newly-hired employee of Acquiror; provided, that:
(i) with respect to Acquiror's group medical insurance plan, Acquiror shall credit each such employee for eligible expenses incurred by such employee and his or her dependents (if applicable) under BFC's group medical insurance plan during the current calendar year for purposes of satisfying the deductible provisions under Acquiror's plan for such current year, and Acquiror shall waive all waiting periods under said plans for pre-existing conditions; and
(ii) credit for each such employee's past service with BFC Companies prior to the Effective Time ("Past Service Credit") shall be given by Acquiror to employees for purposes of:
(1) determining vacation and sick leave benefits and accruals, in accordance with the established policies of Acquiror;
(2) establishing eligibility for participation in and vesting under Acquiror's employee benefit plans (including welfare and fringe benefit plans), and for purposes of determining the scheduling of vacations and other determinations which are based on length of service; provided, however, notwithstanding anything contained in this Agreement to the contrary, Past Service Credit shall not be given to any such employee for purposes of establishing eligibility for participation in the 1990 Discounted Stock Plan of Acquiror.
(c) The parties further agree that the BFC Retirement Plan will either be (i) merged into the SouthTrust Corporation Revised Retirement Income Plan (the "ST Retirement Plan") or (ii) terminated as of such date prior to, on or after the Effective Time, all as Acquiror shall determine and specify. Prior to any such merger or termination, the BFC Retirment Plan shall be amended so that the actuarial value of the benefits payable, determined on a termination basis, equals the fair market value of the assets of the BFC Retirement Plan immediately prior to such merger or termination. The determination as to whether the BFC Retirement Plan shall terminated or merged into the ST Retirement Plan shall be made by Acquiror. From and after (i) January 1 following the termination of the BFC Retirement Plan or (ii) the merger of the BFC Retirement Plan into the ST Retirement Plan, for purposes of determining eligibility to participate in, and vesting in accrued benefits under both the ST Retirement Plan and the SouthTrust Corporation Employee's Profit Sharing Plan (the "ST PS Plan"), employment by BFC Companies shall be credited as if it were employment by Acquiror, except to the extent otherwise required by applicable Law, but such service shall not be credited for purposes of determining benefit accrual under the ST Retirement Plan.
(d) The ESOP as amended to the extent, if any, necessary to obtain such a determination letter from the Internal Revenue Service, shall be terminated as of such date prior to, on, or after the Effective Time, as Acquiror and BFC shall mutually determine and specify. Distributions shall be made from the ESOP in accordance with the terms and provisions of the ESOP prior to receipt from the Internal Revenue Service of a favorable determination letter with respect to the effect of such termination upon the qualified status of the ESOP; subject, however, to the trustee's right to retain such amounts as it reasonably deems appropriate as a reserve for any Taxes which may be imposed against the ESOP.
Appears in 1 contract
Employee Benefits and Contracts. (a) Following the Effective Time, except as otherwise provided but in this Section 8.15no event earlier than the consolidation of Magna's depository institution Subsidiaries with UPC's depository institution Subsidiaries, Acquiror UPC shall provide generally to officers and employees of the BFC Magna Companies (the "Continuing Employees"), employee benefits under employee benefit plans (other than stock option or other plans involving the potential issuance of Acquiror Common Stock), on terms and conditions which when taken as a whole are substantially similar to those currently provided by the Acquiror UPC Companies to their similarly situated officers and employees; provided. For purposes of participation, thatvesting, for a period and benefit accruals (but not accrual of 12 months benefits under UPC's tax-qualified retirement plans) under such employee benefit plans, (i) service under any qualified defined benefit or contribution plans of Magna shall be treated as service under UPC's qualified defined benefit or contribution plans and (ii) service under any other employee benefit plans of Magna shall be treated as service under any similar employee benefit plans maintained by UPC. UPC shall cause the UPC welfare benefit plans that cover the Continuing Employees after the Effective Time, Acquiror shall provide generally Time to officers and employees of BFC Companies severance benefits in accordance with the policies of either (i) BFC as disclosed in Section 8.13 of the BFC Disclosure Memorandum, waive any waiting period and restrictions and limitations for preexisting conditions or insurability and (ii) Acquirorcause any deductible, whichever co-insurance, or maximum out-of-pocket payments made by the Continuing Employees under Magna's welfare benefit plans to be credited to such Continuing Employees under the UPC welfare benefit plans, so as to reduce the amount of (i) any deductible, co-insurance, or (ii) will maximum out-of-pocket payments payable by the Continuing Employees under the UPC welfare benefit plans. Prior to the commencement of the Continuing Employee's participation in the UPC employee benefit plans and programs, the benefit coverage of, and participation in benefit plans by, the Continuing Employees shall continue under the Magna Benefit Plans, as in effect immediately prior to the Effective Time. During such transition period, the coverage under and participation in the Magna Benefit Plans shall be deemed to provide the greater benefit Continuing Employees with benefits that are no less favorable than those offered to other employees of UPC and its Subsidiaries. Except as expressly provided in the officer or employee. Acquiror Supplemental Letter, UPC also shall cause the Surviving Corporation Magna and its Subsidiaries to honor in accordance with their terms all employment, severance, consulting consulting, and other compensation Contracts disclosed in Section 8.13 8.14 of the BFC Magna Disclosure Memorandum to Acquiror UPC between any BFC Magna Company and any current or former director, officer, independent contractor, or employee thereof, and all provisions for vested benefits or other vested amounts earned or accrued through of the Effective Time under the BFC Magna Benefit Plans. The parties acknowledge that nothing in this Agreement shall be construed as constituting an employment agreement between Acquiror or any of its Affiliates and any officer or employee of any BFC Company or an obligation on the part of Acquiror or any of its Affiliates to employ any such officers or employees.
(b) The parties agree that appropriate steps shall be taken to terminate all employee benefit plans of BFC other than the Retirement Plan and Trust of Bankers First Corporation (the "BFC Retirement Plan") and the Bankers First Corporation Employee Stock Ownership Plan (the "ESOP"), as of the Effective Time or as promptly as practicable thereafter. Following the termination of all such plans (other than the BFC Retirement Plan and ESOP), and subject to Section 8.13(c) hereof, Acquiror agrees that the officers and employees of any BFC Company who the Surviving Corporation or its Subsidiaries employs shall be eligible to participate in Acquiror's employee benefit plans, including welfare and fringe benefit plans on the same basis as and subject to the same conditions as are applicable to any newly-hired employee of Acquiror; provided, that:
(i) with respect to Acquiror's group medical insurance plan, Acquiror shall credit each such employee for eligible expenses incurred by such employee and his or her dependents (if applicable) under BFC's group medical insurance plan during the current calendar year for purposes of satisfying the deductible provisions under Acquiror's plan for such current year, and Acquiror shall waive all waiting periods under said plans for pre-existing conditions; and
(ii) credit for each such employee's past service with BFC Companies prior to the Effective Time ("Past Service Credit") shall be given by Acquiror to employees for purposes of:
(1) determining vacation and sick leave benefits and accruals, in accordance with the established policies of Acquiror;
(2) establishing eligibility for participation in and vesting under Acquiror's employee benefit plans (including welfare and fringe benefit plans), and for purposes of determining the scheduling of vacations and other determinations which are based on length of service; provided, however, notwithstanding anything contained in this Agreement to the contrary, Past Service Credit shall not be given to any such employee for purposes of establishing eligibility for participation in the 1990 Discounted Stock Plan of Acquiror.
(c) The parties further agree that the BFC Retirement Plan will either be (i) merged into the SouthTrust Corporation Revised Retirement Income Plan (the "ST Retirement Plan") or (ii) terminated as of such date prior to, on or after the Effective Time, all as Acquiror shall determine and specify. Prior to any such merger or termination, the BFC Retirment Plan shall be amended so that the actuarial value of the benefits payable, determined on a termination basis, equals the fair market value of the assets of the BFC Retirement Plan immediately prior to such merger or termination. The determination as to whether the BFC Retirement Plan shall terminated or merged into the ST Retirement Plan shall be made by Acquiror. From and after (i) January 1 following the termination of the BFC Retirement Plan or (ii) the merger of the BFC Retirement Plan into the ST Retirement Plan, for purposes of determining eligibility to participate in, and vesting in accrued benefits under both the ST Retirement Plan and the SouthTrust Corporation Employee's Profit Sharing Plan (the "ST PS Plan"), employment by BFC Companies shall be credited as if it were employment by Acquiror, except to the extent otherwise required by applicable Law, but such service shall not be credited for purposes of determining benefit accrual under the ST Retirement Plan.
(d) The ESOP as amended to the extent, if any, necessary to obtain such a determination letter from the Internal Revenue Service, shall be terminated as of such date prior to, on, or after the Effective Time, as Acquiror and BFC shall mutually determine and specify. Distributions shall be made from the ESOP in accordance with the terms and provisions of the ESOP prior to receipt from the Internal Revenue Service of a favorable determination letter with respect to the effect of such termination upon the qualified status of the ESOP; subject, however, to the trustee's right to retain such amounts as it reasonably deems appropriate as a reserve for any Taxes which may be imposed against the ESOP.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Union Planters Corp)
Employee Benefits and Contracts. (a) Following the ------------------------------- Effective Time, except as otherwise provided but in this Section 8.15no event earlier than the consolidation of Jefferson's depository institution Subsidiaries with UPC's depository institution Subsidiaries, Acquiror UPC shall provide generally to officers and employees of the BFC Jefferson Companies (the "Continuing Employees"), employee benefits under employee benefit plans (other than stock option or other plans involving the potential issuance of Acquiror Common Stock), on terms and conditions which when taken as a whole are substantially similar to those currently provided by the Acquiror UPC Companies to their similarly situated officers and employees; provided. For purposes of participation, thatvesting, for a period and benefit accruals (but not accrual of 12 months benefits under UPC's tax-qualified retirement plan) under such employee benefit plans, (i) service under any qualified defined benefit or contribution plans of Jefferson shall be treated as service under UPC's qualified defined benefit or contribution plans and (ii) service under any other employee benefit plans of Jefferson shall be treated as service under any similar employee benefit plans maintained by UPC. UPC shall cause the UPC welfare benefit plans that cover the Continuing Employees after the Effective Time, Acquiror shall provide generally Time to officers and employees of BFC Companies severance benefits in accordance with the policies of either (i) BFC as disclosed in Section 8.13 of the BFC Disclosure Memorandum, waive any waiting period and restrictions and limitations for preexisting conditions or insurability and (ii) Acquirorcause any deductible, whichever co-insurance, or maximum out-of-pocket payments made by the Continuing Employees under Jefferson's welfare benefit plans to be credited to such Continuing Employees under the UPC welfare benefit plans, so as to reduce the amount of (i) any deductible, co-insurance, or (ii) will maximum out-of-pocket payments payable by the Continuing Employees under the UPC welfare benefit plans. Prior to the commencement of the Continuing Employees' participation in the UPC employee benefit plans and programs, the benefit coverage of, and participation in benefit plans by, the Continuing Employees shall continue under the Jefferson Benefit Plans, as in effect immediately prior to the Effective Time. During such transition period, the coverage under and participation in the Jefferson Benefit Plans shall be deemed to provide the greater benefit Continuing Employees with benefits that are no less favorable than those offered to the officer or employeeother employees of UPC and its Subsidiaries. Acquiror UPC shall and also shall cause UPHC (as the Surviving Corporation survivor in the Merger) and its the Jefferson Subsidiaries to honor in accordance with their terms all employment, severance, consulting retention, consulting, and other compensation Contracts disclosed in Section 8.13 8.14 of the BFC Jefferson Disclosure Memorandum to Acquiror UPC between any BFC Jefferson Company and any current or former director, officer, independent contractor, or employee thereof, and all provisions for vested benefits or other vested amounts earned or accrued through of the Effective Time under the BFC Jefferson Benefit Plans. The parties acknowledge that nothing in this Agreement shall be construed as constituting an employment agreement between Acquiror or any of its Affiliates and any officer or employee of any BFC Company or an obligation on the part of Acquiror or any of its Affiliates to employ any such officers or employees.
(b) The parties agree that appropriate steps shall be taken to terminate all employee benefit plans of BFC other than the Retirement Plan and Trust of Bankers First Corporation (the "BFC Retirement Plan") and the Bankers First Corporation Employee Stock Ownership Plan (the "ESOP"), as of the Effective Time or as promptly as practicable thereafter. Following the termination of all such plans (other than the BFC Retirement Plan and ESOP), and subject to Section 8.13(c) hereof, Acquiror agrees that the officers and employees of any BFC Company who the Surviving Corporation or its Subsidiaries employs shall be eligible to participate in Acquiror's employee benefit plans, including welfare and fringe benefit plans on the same basis as and subject to the same conditions as are applicable to any newly-hired employee of Acquiror; provided, that:
(i) with respect to Acquiror's group medical insurance plan, Acquiror shall credit each such employee for eligible expenses incurred by such employee and his or her dependents (if applicable) under BFC's group medical insurance plan during the current calendar year for purposes of satisfying the deductible provisions under Acquiror's plan for such current year, and Acquiror shall waive all waiting periods under said plans for pre-existing conditions; and
(ii) credit for each such employee's past service with BFC Companies prior to the Effective Time ("Past Service Credit") shall be given by Acquiror to employees for purposes of:
(1) determining vacation and sick leave benefits and accruals, in accordance with the established policies of Acquiror;
(2) establishing eligibility for participation in and vesting under Acquiror's employee benefit plans (including welfare and fringe benefit plans), and for purposes of determining the scheduling of vacations and other determinations which are based on length of service; provided, however, notwithstanding anything contained in this Agreement to the contrary, Past Service Credit shall not be given to any such employee for purposes of establishing eligibility for participation in the 1990 Discounted Stock Plan of Acquiror.
(c) The parties further agree that the BFC Retirement Plan will either be (i) merged into the SouthTrust Corporation Revised Retirement Income Plan (the "ST Retirement Plan") or (ii) terminated as of such date prior to, on or after the Effective Time, all as Acquiror shall determine and specify. Prior to any such merger or termination, the BFC Retirment Plan shall be amended so that the actuarial value of the benefits payable, determined on a termination basis, equals the fair market value of the assets of the BFC Retirement Plan immediately prior to such merger or termination. The determination as to whether the BFC Retirement Plan shall terminated or merged into the ST Retirement Plan shall be made by Acquiror. From and after (i) January 1 following the termination of the BFC Retirement Plan or (ii) the merger of the BFC Retirement Plan into the ST Retirement Plan, for purposes of determining eligibility to participate in, and vesting in accrued benefits under both the ST Retirement Plan and the SouthTrust Corporation Employee's Profit Sharing Plan (the "ST PS Plan"), employment by BFC Companies shall be credited as if it were employment by Acquiror, except to the extent otherwise required by applicable Law, but such service shall not be credited for purposes of determining benefit accrual under the ST Retirement Plan.
(d) The ESOP as amended to the extent, if any, necessary to obtain such a determination letter from the Internal Revenue Service, shall be terminated as of such date prior to, on, or after the Effective Time, as Acquiror and BFC shall mutually determine and specify. Distributions shall be made from the ESOP in accordance with the terms and provisions of the ESOP prior immediately preceding sentence of this Section 8.14 are intended to receipt from be for the Internal Revenue Service of a favorable determination letter with respect to the effect of such termination upon the qualified status of the ESOP; subjectbenefit of, however, to the trustee's right to retain such amounts as it reasonably deems appropriate as a reserve for any Taxes which may and shall be imposed against the ESOPenforceable by each person described therein.
Appears in 1 contract
Employee Benefits and Contracts. (a) Following the Effective Time, except as otherwise provided but in this Section 8.15no event earlier than the consolidation of Ambanc's depository institution Subsidiaries with UPC's depository institution Subsidiaries, Acquiror UPC shall provide generally to officers and employees of the BFC Ambanc Companies (the "Continuing Employees"), employee benefits under employee benefit plans (other than stock option or other plans involving the potential issuance of Acquiror Common Stock), on terms and conditions which when taken as a whole are substantially similar to those currently provided by the Acquiror UPC Companies to their similarly situated officers and employees; provided. For purposes of participation, thatvesting, for a period and benefit accruals (but not accrual of 12 months benefits under UPC's tax-qualified retirement plans) under such employee benefit plans, (i) service under any qualified defined benefit or contribution plans of Ambanc shall be treated as service under UPC's qualified defined benefit or contribution plans and (ii) service under any other employee benefit plans of Ambanc shall be treated as service under any similar employee benefit plans maintained by UPC. UPC shall cause the UPC welfare benefit plans that cover the Continuing Employees after the Effective Time, Acquiror shall provide generally Time to officers and employees of BFC Companies severance benefits in accordance with the policies of either (i) BFC as disclosed in Section 8.13 of the BFC Disclosure Memorandum, waive any waiting period and restrictions and limitations for preexisting conditions or insurability and (ii) Acquirorcause any deductible, whichever co-insurance, or maximum out-of-pocket payments made by the Continuing Employees under Ambanc's welfare benefit plans to be credited to such Continuing Employees under the UPC welfare benefit plans, so as to reduce the amount of (i) any deductible, co-insurance, or (ii) will maximum out-of-pocket payments payable by the Continuing Employees under the UPC welfare benefit plans. Prior to the commencement of the Continuing Employee's participation in the UPC employee benefit plans and programs, the benefit coverage of, and participation in benefit plans by, the Continuing Employees shall continue under the Ambanc Benefit Plans, as in effect immediately prior to the Effective Time. During such transition period, the coverage under and participation in the Ambanc Benefit Plans shall be deemed to provide the greater benefit Continuing Employees with benefits that are no less favorable than those offered to other employees of UPC and its Subsidiaries. Except as expressly provided in the officer or employee. Acquiror Supplemental Letter, UPC also shall cause the Surviving Corporation Ambanc and its Subsidiaries to honor in accordance with their terms all employment, severance, consulting consulting, and other compensation Contracts disclosed in Section 8.13 of the BFC Ambanc Disclosure Memorandum to Acquiror UPC between any BFC Ambanc Company and any current or former director, officer, independent contractor, or employee thereof, and all provisions for vested benefits or other vested amounts earned or accrued through of the Effective Time under the BFC Ambanc Benefit Plans. The parties acknowledge that nothing in this Agreement shall be construed as constituting an employment agreement between Acquiror or any of its Affiliates and any officer or employee of any BFC Company or an obligation on the part of Acquiror or any of its Affiliates to employ any such officers or employees.
(b) The parties agree that appropriate steps shall be taken to terminate all employee benefit plans of BFC other than the Retirement Plan and Trust of Bankers First Corporation (the "BFC Retirement Plan") and the Bankers First Corporation Employee Stock Ownership Plan (the "ESOP"), as of the Effective Time or as promptly as practicable thereafter. Following the termination of all such plans (other than the BFC Retirement Plan and ESOP), and subject to Section 8.13(c) hereof, Acquiror agrees that the officers and employees of any BFC Company who the Surviving Corporation or its Subsidiaries employs shall be eligible to participate in Acquiror's employee benefit plans, including welfare and fringe benefit plans on the same basis as and subject to the same conditions as are applicable to any newly-hired employee of Acquiror; provided, that:
(i) with respect to Acquiror's group medical insurance plan, Acquiror shall credit each such employee for eligible expenses incurred by such employee and his or her dependents (if applicable) under BFC's group medical insurance plan during the current calendar year for purposes of satisfying the deductible provisions under Acquiror's plan for such current year, and Acquiror shall waive all waiting periods under said plans for pre-existing conditions; and
(ii) credit for each such employee's past service with BFC Companies prior to the Effective Time ("Past Service Credit") shall be given by Acquiror to employees for purposes of:
(1) determining vacation and sick leave benefits and accruals, in accordance with the established policies of Acquiror;
(2) establishing eligibility for participation in and vesting under Acquiror's employee benefit plans (including welfare and fringe benefit plans), and for purposes of determining the scheduling of vacations and other determinations which are based on length of service; provided, however, notwithstanding anything contained in this Agreement to the contrary, Past Service Credit shall not be given to any such employee for purposes of establishing eligibility for participation in the 1990 Discounted Stock Plan of Acquiror.
(c) The parties further agree that the BFC Retirement Plan will either be (i) merged into the SouthTrust Corporation Revised Retirement Income Plan (the "ST Retirement Plan") or (ii) terminated as of such date prior to, on or after the Effective Time, all as Acquiror shall determine and specify. Prior to any such merger or termination, the BFC Retirment Plan shall be amended so that the actuarial value of the benefits payable, determined on a termination basis, equals the fair market value of the assets of the BFC Retirement Plan immediately prior to such merger or termination. The determination as to whether the BFC Retirement Plan shall terminated or merged into the ST Retirement Plan shall be made by Acquiror. From and after (i) January 1 following the termination of the BFC Retirement Plan or (ii) the merger of the BFC Retirement Plan into the ST Retirement Plan, for purposes of determining eligibility to participate in, and vesting in accrued benefits under both the ST Retirement Plan and the SouthTrust Corporation Employee's Profit Sharing Plan (the "ST PS Plan"), employment by BFC Companies shall be credited as if it were employment by Acquiror, except to the extent otherwise required by applicable Law, but such service shall not be credited for purposes of determining benefit accrual under the ST Retirement Plan.
(d) The ESOP as amended to the extent, if any, necessary to obtain such a determination letter from the Internal Revenue Service, shall be terminated as of such date prior to, on, or after the Effective Time, as Acquiror and BFC shall mutually determine and specify. Distributions shall be made from the ESOP in accordance with the terms and provisions of the ESOP prior to receipt from the Internal Revenue Service of a favorable determination letter with respect to the effect of such termination upon the qualified status of the ESOP; subject, however, to the trustee's right to retain such amounts as it reasonably deems appropriate as a reserve for any Taxes which may be imposed against the ESOP.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Union Planters Corp)
Employee Benefits and Contracts. (a) Following the Effective Time, except as otherwise provided in this Section 8.15, Acquiror CBAC shall provide generally to officers and employees of the BFC Companies BOE Entities employee benefits under employee benefit and welfare plans (other than stock option or other plans involving the potential issuance of Acquiror CBAC Common Stock), including CBAC’s severance plan, on terms and conditions which when taken as a whole are substantially similar comparable to or better than those currently then provided by the Acquiror Companies BOE Entities to their similarly situated officers and employees; provided. For purposes of participation, thatvesting and benefit accrual under any of CBAC’s employee benefit plans, whether new or existing, the service of the employees of the BOE Entities prior to the Effective Time shall be treated as service with a CBAC Entity participating in such employee benefit plans.
(b) Upon the execution of this Agreement, each of BOE’s directors and executive officers shall execute and deliver to CBAC a Support Agreement in the form attached to this Agreement as Exhibit E.
(c) CBAC will enter into employment agreements, which will become effective as of the Effective Time, with Xxxxxx X. Longest, Jr. and Xxxxx X. Xxxxxx in a form substantially similar to the forms attached hereto as Exhibit F-1 and Exhibit F-2, respectively, and with Xxxxx X. Xxxxx in a form to be mutually agreed upon after the execution of this Agreement. CBAC will also enter into change of control agreements, which will become effective as of the Effective Time, with the individuals listed on Exhibit C and Exhibit D that will provide certain severance payments and benefits in the event of a termination of employment under certain circumstances following a change of control of CBAC, which agreements will include terms and conditions that are no less favorable to such individuals than their existing change of control agreements with BOE or TFC, as applicable Upon execution of this Agreement, Xxxxxxxxx X. Xxxxxxx, Xx. shall have entered into a Retention Agreement with CBAC in the form attached to this Agreement as Exhibit G and each of the other members of the Board of Directors of the Surviving Corporation designated by BOE shall have executed and delivered to CBAC a Retention Agreement in the form attached hereto as Exhibit H. These agreements shall become effective at the Effective Time and shall replace any existing employment agreements between these persons and BOE or the Bank, which shall terminate and have no further force or effect.
(d) BOE has disclosed in Section 8.9(d) of the BOE Disclosure Memorandum each Person whom it reasonably believes may be deemed an “affiliate” of BOE for purposes of Rule 145 under the Securities Act, which Persons are set forth in Exhibit X. XXX shall use its reasonable efforts to cause each such Person to deliver to CBAC not later than 30 days prior to the Effective Time, a period written agreement, in substantially the form of 12 months Exhibit J, providing that such Person will not sell, pledge, transfer, or otherwise dispose of the shares of BOE Common Stock held by such Person except as contemplated by such agreement or by this Agreement and will not sell, pledge, transfer or otherwise dispose of the shares of CBAC Common Stock to be received by such Person upon consummation of the Merger except in compliance with applicable provisions of the Securities Act and the rules and regulations thereunder (and CBAC shall be entitled to place restrictive legends upon certificates for shares of CBAC Common Stock issued to affiliates of BOE pursuant to this Agreement to enforce the provisions of this Section 8.9). CBAC shall not be required to maintain the effectiveness of the Registration Statement under the Securities Act of the purposes of resale of CBAC Common Stock by such affiliates.
(e) The Surviving Corporation will, as of and after the Effective Time, Acquiror shall provide generally to assume and honor all employment agreements, severance agreements and deferred compensation agreements that any BOE Entity may have with its current and former officers and employees of BFC Companies severance benefits in accordance with the policies of either (i) BFC as disclosed directors and which are set forth in Section 8.13 8.9(e) of the BFC BOE Disclosure Memorandum, or (ii) Acquiror, whichever of (i) or (ii) will provide the greater benefit except to the officer or employee. Acquiror 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 BFC Disclosure Memorandum to Acquiror between extent any BFC 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 BFC Benefit Plans. The parties acknowledge that nothing in this Agreement such agreements shall be construed as constituting an employment agreement between Acquiror or any of its Affiliates and any officer or employee of any BFC Company or an obligation on the part of Acquiror or any of its Affiliates to employ any such officers or employees.
(b) The parties agree that appropriate steps shall be taken to terminate all employee benefit plans of BFC other than the Retirement Plan and Trust of Bankers First Corporation (the "BFC Retirement Plan") and the Bankers First Corporation Employee Stock Ownership Plan (the "ESOP"), as of the Effective Time or as promptly as practicable thereafter. Following the termination of all such plans (other than the BFC Retirement Plan and ESOP), and subject to Section 8.13(c) hereof, Acquiror agrees that the officers and employees of any BFC Company who the Surviving Corporation or its Subsidiaries employs shall be eligible to participate in Acquiror's employee benefit plans, including welfare and fringe benefit plans on the same basis as and subject to the same conditions as are applicable to any newly-hired employee of Acquiror; provided, that:
(i) with respect to Acquiror's group medical insurance plan, Acquiror shall credit each such employee for eligible expenses incurred by such employee and his or her dependents (if applicable) under BFC's group medical insurance plan during the current calendar year for purposes of satisfying the deductible provisions under Acquiror's plan for such current year, and Acquiror shall waive all waiting periods under said plans for pre-existing conditions; and
(ii) credit for each such employee's past service with BFC Companies prior to the Effective Time ("Past Service Credit") shall be given by Acquiror to employees for purposes of:
(1) determining vacation and sick leave benefits and accruals, in accordance with the established policies of Acquiror;
(2) establishing eligibility for participation in and vesting under Acquiror's employee benefit plans (including welfare and fringe benefit plans), and for purposes of determining the scheduling of vacations and other determinations which are based on length of service; provided, however, notwithstanding anything contained in this Agreement to the contrary, Past Service Credit shall not be given to any such employee for purposes of establishing eligibility for participation in the 1990 Discounted Stock Plan of Acquiror.
(c) The parties further agree that the BFC Retirement Plan will either be (i) merged into the SouthTrust Corporation Revised Retirement Income Plan (the "ST Retirement Plan") or (ii) terminated as of such date prior to, superseded on or after the Effective Time, all as Acquiror shall determine and specify. Prior to any such merger or termination, the BFC Retirment Plan shall be amended so that the actuarial value of the benefits payable, determined on a termination basis, equals the fair market value of the assets of the BFC Retirement Plan immediately prior to such merger or termination. The determination as to whether the BFC Retirement Plan shall terminated or merged into the ST Retirement Plan shall be made by Acquiror. From and after (i) January 1 following the termination of the BFC Retirement Plan or (ii) the merger of the BFC Retirement Plan into the ST Retirement Plan, for purposes of determining eligibility to participate in, and vesting in accrued benefits under both the ST Retirement Plan and the SouthTrust Corporation Employee's Profit Sharing Plan (the "ST PS Plan"), employment by BFC Companies shall be credited as if it were employment by Acquiror, except to the extent otherwise required by applicable Law, but such service shall not be credited for purposes of determining benefit accrual under the ST Retirement Plan.
(d) The ESOP as amended to the extent, if any, necessary to obtain such a determination letter from the Internal Revenue Service, shall be terminated as of such date prior to, on, or after the Effective Time, as Acquiror and BFC shall mutually determine and specify. Distributions shall be made from the ESOP in accordance with the terms and provisions of the ESOP prior to receipt from the Internal Revenue Service of a favorable determination letter with respect to the effect of such termination upon the qualified status of the ESOP; subject, however, to the trustee's right to retain such amounts as it reasonably deems appropriate as a reserve for any Taxes which may be imposed against the ESOP.
Appears in 1 contract
Samples: Merger Agreement (Boe Financial Services of Virginia Inc)
Employee Benefits and Contracts. (a) Following the Effective Time, except as otherwise provided in this Section 8.15FLAG shall either (i) continue to provide to officers and employees of the ABBEVILLE Entities employee benefits under ABBEVILLE's existing employee benefit and welfare plans or, Acquiror (ii) if FLAG shall determine to provide to officers and employees of the ABBEVILLE Entities employee benefits under other employee benefit plans and welfare plans, provide generally to officers and employees of the BFC Companies ABBEVILLE Entities employee benefits under employee benefit plans (other than stock option or other plans involving the potential issuance of Acquiror Common Stock)and welfare plans, on terms and conditions which when taken as a whole are substantially similar to those currently provided by the Acquiror Companies FLAG Entities to their similarly situated officers and employees; provided. For purposes of participation and vesting (but not accrual of benefits) under FLAG's employee benefit plans, that(i) service under any qualified defined benefit plan of ABBEVILLE shall be treated as service under FLAG's defined benefit plan, for a period if any, (ii) service under any qualified defined contribution plans of 12 months ABBEVILLE shall be treated as service under FLAG's qualified defined contribution plans, and (iii) service under any other employee benefit plans of ABBEVILLE shall be treated as service under any similar employee benefit plans maintained by FLAG. With respect to officers and employees of the ABBEVILLE Entities who, at or after the Effective Time, Acquiror shall provide generally to officers and become employees of BFC Companies severance benefits a FLAG Entity and who, immediately prior to the Effective Time, are participants in accordance one or more employee welfare benefit plans maintained by the ABBEVILLE Entities, FLAG shall cause each comparable employee welfare benefit plan which is substituted for an ABBEVILLE 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 policies of either (i) BFC as disclosed in Section 8.13 of the BFC Disclosure Memorandum, or (ii) Acquiror, whichever of (i) or (ii) will provide the greater then current plan year for each such substituted employee welfare benefit to the officer or employeeplans. Acquiror FLAG also shall cause the Surviving Corporation Bank 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 BFC ABBEVILLE Disclosure Memorandum to Acquiror FLAG between any BFC Company ABBEVILLE 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 BFC ABBEVILLE Benefit Plans. The parties acknowledge that nothing in this Agreement shall be construed as constituting an employment agreement between Acquiror or any of its Affiliates and any officer or employee of any BFC Company or an obligation on the part of Acquiror or any of its Affiliates to employ any such officers or employees.
(b) The parties agree that appropriate steps shall be taken to terminate all employee benefit plans of BFC other than the Retirement Plan and Trust of Bankers First Corporation (the "BFC Retirement Plan") and the Bankers First Corporation Employee Stock Ownership Plan (the "ESOP"), as of the Effective Time or as promptly as practicable thereafter. Following the termination of all such plans (other than the BFC Retirement Plan and ESOP), and subject to Section 8.13(c) hereof, Acquiror agrees that the officers and employees of any BFC Company who the Surviving Corporation or its Subsidiaries employs shall be eligible to participate in Acquiror's employee benefit plans, including welfare and fringe benefit plans on the same basis as and subject to the same conditions as are applicable to any newly-hired employee of Acquiror; provided, that:
(i) with respect to Acquiror's group medical insurance plan, Acquiror shall credit each such employee for eligible expenses incurred by such employee and his or her dependents (if applicable) under BFC's group medical insurance plan during the current calendar year for purposes of satisfying the deductible provisions under Acquiror's plan for such current year, and Acquiror shall waive all waiting periods under said plans for pre-existing conditions; and
(ii) credit for each such employee's past service with BFC Companies prior to the Effective Time ("Past Service Credit") shall be given by Acquiror to employees for purposes of:
(1) determining vacation and sick leave benefits and accruals, in accordance with the established policies of Acquiror;
(2) establishing eligibility for participation in and vesting under Acquiror's employee benefit plans (including welfare and fringe benefit plans), and for purposes of determining the scheduling of vacations and other determinations which are based on length of service; provided, however, notwithstanding anything contained in this Agreement to the contrary, Past Service Credit shall not be given to any such employee for purposes of establishing eligibility for participation in the 1990 Discounted Stock Plan of Acquiror.
(c) The parties further agree that the BFC Retirement Plan will either be (i) merged into the SouthTrust Corporation Revised Retirement Income Plan (the "ST Retirement Plan") or (ii) terminated as of such date prior to, on or after the Effective Time, all as Acquiror shall determine and specify. Prior to any such merger or termination, the BFC Retirment Plan shall be amended so that the actuarial value of the benefits payable, determined on a termination basis, equals the fair market value of the assets of the BFC Retirement Plan immediately prior to such merger or termination. The determination as to whether the BFC Retirement Plan shall terminated or merged into the ST Retirement Plan shall be made by Acquiror. From and after (i) January 1 following the termination of the BFC Retirement Plan or (ii) the merger of the BFC Retirement Plan into the ST Retirement Plan, for purposes of determining eligibility to participate in, and vesting in accrued benefits under both the ST Retirement Plan and the SouthTrust Corporation Employee's Profit Sharing Plan (the "ST PS Plan"), employment by BFC Companies shall be credited as if it were employment by Acquiror, except to the extent otherwise required by applicable Law, but such service shall not be credited for purposes of determining benefit accrual under the ST Retirement Plan.
(d) The ESOP as amended to the extent, if any, necessary to obtain such a determination letter from the Internal Revenue Service, shall be terminated as of such date prior to, on, or after the Effective Time, as Acquiror and BFC shall mutually determine and specify. Distributions shall be made from the ESOP in accordance with the terms and provisions of the ESOP prior to receipt from the Internal Revenue Service of a favorable determination letter with respect to the effect of such termination upon the qualified status of the ESOP; subject, however, to the trustee's right to retain such amounts as it reasonably deems appropriate as a reserve for any Taxes which may be imposed against the ESOP.
Appears in 1 contract
Employee Benefits and Contracts. (a) Following Except as set forth in this Agreement, or in Section 4.2(c) of the Merger Agreement relating to the conversion of First Michigan Stock Options, following the Effective Time, except as otherwise provided in this Section 8.15, Acquiror Huntington shall provide generally to officers and employees of First Michigan who become officers or employees of any Huntington Company after the BFC Companies Effective Time employee benefits under employee benefit plans (other than Huntington Benefit Plans, and stock option or and other plans involving the potential issuance of Acquiror Huntington Common Stock), on terms and conditions which when taken as a whole are substantially similar to those currently provided generally by the Acquiror Companies Huntington and its Affiliates to their similarly situated officers and employees; provided. For purposes of participation and vesting under such Huntington Benefit Plans, that, for a period the service of 12 months after the employees of the First Michigan Companies prior to the Effective TimeTime shall be treated as service with a Huntington Company participating in such Huntington Benefit Plans. Furthermore, Acquiror shall provide generally to officers and employees of BFC First Michigan Companies severance benefits (and their spouses and dependents, if applicable) may, upon the cessation of their participation in accordance a First Michigan Benefit Plan, immediately participate in the corresponding Benefit Plan maintained by Huntington without regard to pre-existing conditions or waiting periods. Benefit accruals under any Huntington Pension Plan will not be offset by benefit accruals under any First Michigan Pension Plan; however, in the event the First Michigan Pension Plan merges with the policies of either (i) BFC as disclosed in Section 8.13 of Huntington Pension Plan, and if benefit accruals under the BFC Disclosure MemorandumFirst Michigan Pension Plan cease, or (ii) Acquiror, whichever of (i) or (ii) the Huntington Pension Plan will provide the greater future benefit to the officer or employee. Acquiror 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 BFC Disclosure Memorandum to Acquiror between any BFC 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 accruals under the BFC Benefit Plans. The parties acknowledge Huntington Pension Plan that nothing are no less than those benefits that would accrue assuming the Huntington Pension Plan implements a "fresh start formula without wear away" (as described in this Agreement shall be construed as constituting an employment agreement between Acquiror or any of its Affiliates and any officer or employee of any BFC Company or an obligation on the part of Acquiror or any of its Affiliates to employ any such officers or employeesTreasury Regulation Section 1.401(a)(4)-13(c)(4)(i)).
(b) The Huntington undertakes and agrees to provide all persons who are employed by First Michigan immediately prior to the Effective Time with severance benefits consistent with Huntington's Transition Pay Plan as in effect as of the Effective Time, which benefits will not be less than those provided under such plan as of the date of this Agreement; provided, however, that (i) Huntington will assume the obligations of First Michigan under certain Continuity Agreements between First Michigan and the persons identified in Section 6.3(b) of the Disclosure Memorandum, and (ii) for a period of one year following the Effective Date, Huntington agrees to provide those First Michigan employees identified in Section 6.3(b) of the Disclosure Memorandum (other than those persons who are parties agree that appropriate steps to such Continuity Agreements) with severance benefits according to First Michigan's severance benefits as of the date of this Agreement. If any benefits are paid to any former First Michigan employees under such First Michigan severance policies (including, but not limited to, such Continuity Agreements), such benefits shall be taken to terminate in lieu of any and all employee benefit plans other benefits that might otherwise be payable under the Huntington Transition Pay Plan.
(c) Huntington agrees that the First Michigan Bonus Pool shall be allocated among the First Michigan Bonus Plan Participants in accordance with the terms of BFC other than the Retirement First Michigan Bonus Plan and Trust of Bankers First Corporation (the "BFC Retirement Plan") and the Bankers First Corporation Employee Stock Ownership Plan (the "ESOP"), as of the Effective Time or as promptly as practicable thereafter. Following the termination of and Huntington shall pay any and all such plans (other than allocated bonus payments to the BFC Retirement First Michigan Bonus Pool Participants on or before February 28, 1998. All First Michigan Bonus Plan and ESOP), and subject to Section 8.13(c) hereof, Acquiror agrees that the officers and employees of any BFC Company who the Surviving Corporation or its Subsidiaries employs Participants shall be eligible to participate in Acquiror's employee benefit plansthe Huntington Management Incentive Compensation Plan beginning as of the Effective Date, including welfare and fringe benefit plans on the same basis as and subject to the same conditions as are applicable to any newly-hired employee of Acquiror; provided, that:
(i) with respect to Acquiror's group medical insurance plan, Acquiror shall credit each such employee for eligible expenses incurred by such employee and his or her dependents (if applicable) under BFC's group medical insurance plan during the current calendar year for purposes of satisfying the deductible provisions under Acquiror's plan for such current year, and Acquiror shall waive all waiting periods under said plans for pre-existing conditions; and
(ii) credit for each such employee's past service with BFC Companies prior to the Effective Time ("Past Service Credit") shall be given by Acquiror to employees for purposes of:
(1) determining vacation and sick leave benefits and accruals, in accordance with the established policies of Acquiror;
(2) establishing eligibility for participation in and vesting under Acquiror's employee benefit plans (including welfare and fringe benefit plans), and for purposes of determining the scheduling of vacations and other determinations which are based on length of service; provided, however, notwithstanding anything contained in this Agreement to the contrary, Past Service Credit shall not be given to extent that any such employee for purposes of establishing eligibility for participation in is eligible under the 1990 Discounted Stock Plan of Acquiror.
(c) The parties further agree that the BFC Retirement Plan will either be (i) merged into the SouthTrust Corporation Revised Retirement Income Plan (the "ST Retirement Plan") or (ii) terminated as terms of such date prior to, on or after the Effective Time, all as Acquiror shall determine and specify. Prior to any such merger or termination, the BFC Retirment Plan shall be amended so that the actuarial value of the benefits payable, determined on a termination basis, equals the fair market value of the assets of the BFC Retirement Plan immediately prior to such merger or termination. The determination as to whether the BFC Retirement Plan shall terminated or merged into the ST Retirement Plan shall be made by Acquiror. From and after (i) January 1 following the termination of the BFC Retirement Plan or (ii) the merger of the BFC Retirement Plan into the ST Retirement Plan, for purposes of determining eligibility to participate in, and vesting in accrued benefits under both the ST Retirement Plan and the SouthTrust Corporation Employee's Profit Sharing Plan (the "ST PS Plan"), employment by BFC Companies shall be credited as if it were employment by Acquiror, except to the extent otherwise required by applicable Law, but such service shall not be credited for purposes of determining benefit accrual under the ST Retirement PlanHuntington plan.
(d) The ESOP as amended to the extent, if any, necessary to obtain such a determination letter from the Internal Revenue Service, shall be terminated as of such date prior to, on, or after the Effective Time, as Acquiror and BFC shall mutually determine and specify. Distributions shall be made from the ESOP in accordance with the terms and provisions of the ESOP prior to receipt from the Internal Revenue Service of a favorable determination letter with respect to the effect of such termination upon the qualified status of the ESOP; subject, however, to the trustee's right to retain such amounts as it reasonably deems appropriate as a reserve for any Taxes which may be imposed against the ESOP.
Appears in 1 contract
Samples: Supplemental Agreement (Huntington Bancshares Inc/Md)
Employee Benefits and Contracts. (a) Following the Effective Time, except as otherwise provided in this Section 8.15, Acquiror American Home shall provide generally to officers and employees of the BFC Companies 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 Acquiror American Home Common StockStock 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 Acquiror American Home Companies to their similarly situated officers and employees; provided. For purposes of participation and vesting (but not accrual of benefits) under such employee benefit plans, that(i) service under any qualified defined benefit plans of Valley shall be treated as service under American Home's qualified defined benefit plans, for a period (ii) service under any qualified defined contribution plans of 12 months 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, Acquiror shall provide generally Time to officers and employees of BFC Companies severance benefits in accordance with the policies of either (i) BFC as disclosed in Section 8.13 of the BFC Disclosure Memorandumwaive any waiting period and restrictions and limitations for preexisting conditions or insurability, or and (ii) Acquirorcause any deductible, whichever 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 (i) any deductible, co-insurance, or (ii) will 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 greater 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 to the officer or employeeplans. Acquiror American Home also shall cause the Surviving Corporation Valley and its Subsidiaries to honor in accordance with their terms all employment, severance, consulting consulting, and other compensation Contracts disclosed in Section 8.13 5.13(a) of the BFC Valley Disclosure Memorandum to Acquiror American Home between any BFC Valley 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 BFC Valley Benefit Plans. The parties acknowledge that nothing in this Agreement American Home shall be construed as constituting an employment agreement between Acquiror or any of its Affiliates and any officer or employee of any BFC Company or an obligation on responsible for the part of Acquiror or any of its Affiliates fees related to employ any such officers or employees.
(b) The parties agree that appropriate steps shall be taken to terminate all employee benefit plans of BFC other than the Retirement Plan and Trust of Bankers First Corporation (the "BFC Retirement Plan") and the Bankers First Corporation Employee Stock Ownership Plan (the "ESOP"), as of the Effective Time or as promptly as practicable thereafter. Following the termination of all such plans (other than the BFC Retirement Plan and ESOP), and subject to Section 8.13(c) hereof, Acquiror agrees that the officers and employees of any BFC Company who the Surviving Corporation or its Subsidiaries employs shall be eligible to participate in Acquiror's employee benefit plans, including welfare and fringe benefit plans on the same basis as and subject to the same conditions as are applicable to any newly-hired employee of Acquiror; provided, that:
(i) with respect to Acquiror's group medical insurance plan, Acquiror shall credit each such employee for eligible expenses incurred by such employee and his or her dependents (if applicable) under BFC's group medical insurance plan during the current calendar year for purposes of satisfying the deductible provisions under Acquiror's plan for such current year, and Acquiror shall waive all waiting periods under said plans for pre-existing conditions; and
(ii) credit for each such employee's past service with BFC Companies prior to the Effective Time ("Past Service Credit") shall be given by Acquiror to employees for purposes of:
(1) determining vacation and sick leave benefits and accruals, in accordance with the established policies of Acquiror;
(2) establishing eligibility for participation in and vesting under Acquiror's employee benefit plans (including welfare and fringe benefit plans), and for purposes of determining the scheduling of vacations and other determinations which are based on length of service; provided, however, notwithstanding anything contained in this Agreement to the contrary, Past Service Credit shall not be given to any such employee for purposes of establishing eligibility for participation in the 1990 Discounted Stock Plan of Acquiror.
(c) The parties further agree that the BFC Retirement Plan will either be (i) merged into the SouthTrust Corporation Revised Retirement Income Plan (the "ST Retirement Plan") or (ii) terminated as of such date prior to, on or after the Effective Time, all as Acquiror shall determine and specify. Prior to any such merger or termination, the BFC Retirment Plan shall be amended so that the actuarial value of the benefits payable, determined on a termination basis, equals the fair market value of the assets of the BFC Retirement Plan immediately prior to such merger or termination. The determination as to whether the BFC Retirement Plan shall terminated or merged into the ST Retirement Plan shall be made by Acquiror. From and after (i) January 1 following the termination of the BFC Retirement Plan or (ii) the merger of the BFC Retirement Plan into the ST Retirement Plan, for purposes of determining eligibility to participate in, and vesting in accrued benefits under both the ST Retirement Plan and the SouthTrust Corporation Employee's Profit Sharing Plan (the "ST PS Plan"), employment by BFC Companies shall be credited as if it were employment by Acquiror, except to the extent otherwise required by applicable Law, but such service shall not be credited for purposes of determining benefit accrual under the ST Retirement PlanValley Benefit Plans.
(d) The ESOP as amended to the extent, if any, necessary to obtain such a determination letter from the Internal Revenue Service, shall be terminated as of such date prior to, on, or after the Effective Time, as Acquiror and BFC shall mutually determine and specify. Distributions shall be made from the ESOP in accordance with the terms and provisions of the ESOP prior to receipt from the Internal Revenue Service of a favorable determination letter with respect to the effect of such termination upon the qualified status of the ESOP; subject, however, to the trustee's right to retain such amounts as it reasonably deems appropriate as a reserve for any Taxes which may be imposed against the ESOP.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (American Home Mortgage Investment Corp)
