Employee Benefits and Contracts. (a) Following the Effective Time, SPAH shall provide generally to officers and employees of the FFC Entities employee benefits under employee benefit and welfare plans (other than stock option or other plans involving the potential issuance of SPAH Common Stock) on terms and conditions which when taken as a whole are comparable to or better than those then provided by the FFC Entities to their similarly situated officers and employees. Following the Effective Time, SPAH shall adopt such stock option or other equity plans for officers and employees of the FFC Entities as the board of directors of the Surviving Corporation deems appropriate. For purposes of participation and vesting under any employee benefit plans of the Surviving Corporation, whether new or existing, the service of the employees of the FFC Entities prior to the Effective Time shall be treated as service with a SPAH Entity participating in such employee benefit plans. (b) No provision of this Agreement constitutes or shall give rise to, or shall be deemed to constitute or give rise to, an employment agreement or employment-related right or entitlement, an employee benefit or employee benefit-related plan, program or other arrangement, a provision of any such plan, program or other arrangement, or an amendment of any such plan, program or other arrangement. (c) Nothing in this Section 8.9 or any other provision of this Agreement shall prevent or limit or shall be interpreted as preventing or limiting the Surviving Corporation, from and after the Effective Time, from amending, modifying or terminating any Employee Benefit Plan or any other contracts, arrangements, commitments or plans of the Surviving Corporation, SPAH or any FFC Entity; or shall limit the Right of the Surviving Corporation to terminate the employment of any employee at any time. (d) Simultaneously with the execution of this Agreement, each director and executive officer of FFC and the Bank and each FFC stockholder owning 5% or more of FFC Common Stock (other than Barclay’s Global Investors, State Street Bank and Trust Company and other institutional investors), shall execute and deliver to SPAH a Support Agreement in the form attached hereto as Exhibit C. (e) FFC shall cause each of the directors and executive officers of FFC and the Bank, each FFC stockholder beneficially owning 5% (other than Barclay’s Global Investors, State Street Bank and Trust Company and other institutional investors) or more of FFC’s outstanding equity securities and each other Person whom FFC reasonably believes may be deemed an “affiliate” of FFC for purposes of Rule 145 under the Securities Act to deliver to SPAH not later than 30 days prior to the Effective Time, a written agreement, in substantially the form of Exhibit D (a “Lock-up Agreement”), providing that such Person will not sell, pledge, transfer, or otherwise dispose of the shares of FFC 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 SPAH 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 SPAH shall be entitled to place restrictive legends upon certificates for shares of SPAH Common Stock issued to affiliates of FFC pursuant to this Agreement to enforce the provisions of this Section 8.9). SPAH shall not be required to maintain the effectiveness of the Registration Statement under the Securities Act of the purposes of resale of SPAH Common Stock by such affiliates. (f) The Surviving Corporation will, as of and after the Effective Time, assume and honor all FFC severance and change of control agreements that any FFC Entity had in effect with its officers and directors on July 24, 2009, and which are set forth in Schedule 8.9(f).
Appears in 2 contracts
Samples: Merger Agreement (SP Acquisition Holdings, Inc.), Merger Agreement (Frontier Financial Corp /Wa/)
Employee Benefits and Contracts. (a) Following For the period from the Effective TimeTime until December 31, SPAH 2016, Parent shall provide, and cause the Surviving Corporation to provide generally to officers and employees each employee of the FFC Entities employee Company and any Company subsidiary, base salary or wage rate, bonus opportunity, commission opportunity, incentive compensation, pension, welfare and fringe benefits under employee benefit and welfare plans (other than stock option defined benefit pension benefits and retiree medical benefits) no less favorable than the base salary or wage rate, bonus opportunity, commission opportunity, incentive compensation, pension, welfare and fringe benefits (other plans involving than defined benefit pension benefits and retiree medical benefits) that are provided to each employee pursuant to Plans on the potential issuance date of SPAH Common Stockthis Agreement. Except to the extent set forth in Section 4.14(d) on terms and conditions which when taken as a whole are comparable of this Agreement, nothing herein shall require Parent to continue any particular Plan or better than those then provided by benefit or prevent the FFC Entities to their similarly situated officers and employees. Following Parent from terminating (or causing the Effective Time, SPAH shall adopt such stock option or other equity plans for officers and employees termination of) the employment of any employee of the FFC Entities as Company or any Company Subsidiary at any time after the board Closing Date for any reason (or no reason). The provisions of directors this Section 4.14 are for the sole benefit of the Surviving Corporation deems appropriate. For purposes parties to this Agreement and nothing herein, express or implied, is intended or shall be construed to constitute an amendment to any Plan or create any right or cause of participation and vesting under action in or on behalf of any Person (including, for the avoidance of doubt, any current or former employees, officers, directors or consultants of the Company or any of the Company Subsidiaries), other than the parties hereto.
(b) With respect to any employee benefit plans plan maintained by Parent or its Affiliates in which any employee of the Surviving CorporationCompany or any Company Subsidiary becomes or is a participant, whether new for purposes of determining eligibility to participate, vesting, vacation, paid time-off and severance and other benefit plan accruals (other than benefit accrual under a defined benefit pension plan), each such employee’s service with the Company or existingany Company Subsidiary (as well as service with any predecessor employer, the service of the employees of the FFC Entities prior to the Effective Time extent service with the predecessor employer is recognized by the Company or Company Subsidiary) shall be treated as service with a SPAH Entity participating Parent and its Affiliates; provided, however, that such service need not be recognized to the extent that such recognition would result in such employee benefit plans.
(b) No provision any duplication of this Agreement constitutes or shall give rise to, or shall be deemed to constitute or give rise to, an employment agreement or employment-related right or entitlement, an employee benefit or employee benefit-related plan, program or other arrangement, a provision of any such plan, program or other arrangement, or an amendment of any such plan, program or other arrangementbenefits.
(c) Nothing in this Section 8.9 With respect to any welfare plan maintained by Parent or any other provision of this Agreement shall prevent or limit or shall be interpreted as preventing or limiting its Subsidiaries, including the Surviving Corporation, from and in which any employee of the Company or any Company Subsidiary becomes or is eligible to participate after the Effective Time, from amendingParent shall, modifying or terminating shall cause its Subsidiaries to, (i) waive all limitations as to preexisting conditions and exclusions with respect to participation and coverage requirements applicable to such employees to the extent such conditions and exclusions were satisfied or did not apply to such employees under welfare plans of the Company or its Subsidiaries prior to the Effective Time and (ii) provide each such employee with credit for any Employee Benefit co-payments and deductibles paid and for out-of-pocket maximums incurred prior to the Effective Time in satisfying any analogous deductible or out-of-pocket requirements to the extent applicable under such plan.
(d) Parent shall, and shall cause its Subsidiaries, including the Surviving Corporation, to honor, in accordance with its terms, each employment agreement listed on Section 2.13(a) of the Company Disclosure Schedule and all obligations thereunder, including any rights or benefits arising as a result of the transactions contemplated hereby (either alone or in combination with any other event, including termination of employment).
(e) Upon the Effective Time, the compensation committee of the board of directors of Parent (or such other body that shall administer the Parent Stock Plan or any other contractsplan that Parent may from time to time adopt), arrangementsshall grant stock options to purchase Parent Common Stock under the Parent Stock Plan or any other plan that Parent may from time to time adopt, commitments with an exercise price equal to the Fair Market Value (as such term is defined in the Parent Stock Plan or plans any other plan that Parent may from time to time adopt) of a share of Parent Common Stock on the Closing Date, (i) to those employees of the Company and Company Subsidiaries, (ii) in such amounts and (iii) in accordance with the vesting schedule, in each case, as set forth on Schedule 4.14(e) attached hereto as such schedule may be updated by the Company prior to the Effective Time to reallocate such stock options among employees of the Company and Company Subsidiaries; provided, however, that the total number of such stock options shall not be increased above the number set forth in such schedule at the time that this Agreement is executed.
(f) This Section 4.14 shall be binding upon and inure solely to the benefit of each of the parties to this Agreement, and nothing in this Section 4.14, express or implied, shall confer upon any other Person any rights or remedies of any nature whatsoever under or by reason of this Section 4.14. Nothing contained herein, express or implied (i) shall be construed to establish, amend or modify any benefit plan, program, agreement or arrangement or (ii) shall alter or limit the ability of the Surviving Corporation, SPAH Parent or any FFC Entity; of their respective Affiliates to amend, modify or shall limit the Right of the Surviving Corporation to terminate the employment of any employee benefit plan, program, agreement or arrangement at any time.
(d) Simultaneously with time assumed, established, sponsored or maintained by any of them. The parties hereto acknowledge and agree that the execution of this Agreement, each director and executive officer of FFC and the Bank and each FFC stockholder owning 5% or more of FFC Common Stock (other than Barclay’s Global Investors, State Street Bank and Trust Company and other institutional investors), shall execute and deliver to SPAH a Support Agreement in the form attached hereto as Exhibit C.
(e) FFC shall cause each of the directors and executive officers of FFC and the Bank, each FFC stockholder beneficially owning 5% (other than Barclay’s Global Investors, State Street Bank and Trust Company and other institutional investors) or more of FFC’s outstanding equity securities and each other Person whom FFC reasonably believes may be deemed an “affiliate” of FFC for purposes of Rule 145 under the Securities Act to deliver to SPAH not later than 30 days prior to the Effective Time, a written agreement, in substantially the form of Exhibit D (a “Lock-up Agreement”), providing that such Person will not sell, pledge, transfer, or otherwise dispose of the shares of FFC 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 SPAH 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 SPAH shall be entitled to place restrictive legends upon certificates for shares of SPAH Common Stock issued to affiliates of FFC pursuant to this Agreement to enforce the provisions of this Section 8.9). SPAH shall not be required to maintain the effectiveness of the Registration Statement under the Securities Act of the purposes of resale of SPAH Common Stock by such affiliates.
(f) The Surviving Corporation will, as of and after the Effective Time, assume and honor all FFC severance and change of control agreements that any FFC Entity had in effect with its officers and directors on July 24, 2009, and which are terms set forth in Schedule 8.9(f)this Section 4.14 shall not create any right in any employee of the Company or any Company Subsidiary or any other Person to any continued employment with the Surviving Corporation, Parent or any of their respective Subsidiaries or compensation or benefits of any nature or kind whatsoever.
Appears in 2 contracts
Samples: Merger Agreement (Opko Health, Inc.), Merger Agreement (Bio Reference Laboratories Inc)
Employee Benefits and Contracts. (a) Following Subject to Section 8.9(c) and for the 12 month period following the Effective Time, SPAH the Surviving Corporation shall provide generally to maintain for the benefit of the officers and employees of the FFC TFC Entities employee benefits under employee benefit and welfare plans (other than stock option or other plans involving the potential issuance of SPAH Common Stock) on terms and conditions which when taken as a whole are comparable to or better than those then provided TFC Benefit Plans maintained by the FFC TFC Entities immediately prior to their similarly situated officers and employees. Following the Effective Time, SPAH shall adopt such stock option or other equity plans for officers and employees of the FFC Entities as the board of directors of ; provided that the Surviving Corporation deems appropriatemay amend or terminate any TFC Benefit Plan to comply with any Law or as necessary and appropriate for any business reason. For purposes of participation participation, vesting and vesting benefit accrual (except not for purposes of benefit accrued with respect to any plan in which such credit would result in a duplication of benefits) under any Surviving Corporation’s employee benefit plans of the Surviving Corporationplans, whether new or existing, the service of the employees of the FFC TFC Entities prior to the Effective Time shall be treated as service with a SPAH Entity the Surviving Corporation participating in such employee benefit plans.
(b) No provision of this Agreement constitutes or shall give rise to, or shall be deemed to constitute or give rise to, an employment agreement or employment-related right or entitlement, an employee benefit or employee benefit-related plan, program or other arrangement, a provision of any such plan, program or other arrangement, or an amendment of any such plan, program or other arrangement.
(c) Nothing in this Section 8.9 or any other provision of this Agreement shall prevent or limit or shall be interpreted as preventing or limiting the Surviving Corporation, from and after the Effective Time, from amending, modifying or terminating any Employee TFC Benefit Plan or any other contracts, arrangements, commitments or plans of the Surviving Corporation, SPAH or any FFC Entity; or shall limit the Right of the Surviving Corporation to terminate the employment of any employee at any timeeither Party.
(d) Simultaneously with the execution of this Agreement, each director of TFC’s directors and executive officer of FFC and the Bank and each FFC stockholder owning 5% or more of FFC Common Stock (other than Barclay’s Global Investors, State Street Bank and Trust Company and other institutional investors), officers shall execute and deliver to SPAH CBAC a Support Agreement in the form attached to this Agreement as Exhibit C.
(e) Prior to the mailing of the Joint Proxy Statement, each of the members of the Board of Directors of the Surviving Corporation shall have executed and delivered to CBAC a Retention Agreement in the form attached hereto as Exhibit C.D.
(ef) FFC shall cause each TFC has disclosed in Section 8.9(f) of the directors and executive officers of FFC and the Bank, TFC Disclosure Memorandum each FFC stockholder beneficially owning 5% (other than Barclay’s Global Investors, State Street Bank and Trust Company and other institutional investors) or more of FFC’s outstanding equity securities and each other Person whom FFC it reasonably believes may be deemed an “affiliate” of FFC TFC for purposes of Rule 145 under the Securities Act Act, which Persons are set forth in Exhibit E. TFC shall use its reasonable efforts to cause each such Person to deliver to SPAH CBAC not later than 30 days prior to the Effective Time, a written agreement, in substantially the form of Exhibit D (a “Lock-up Agreement”)F, providing that such Person will not sell, pledge, transfer, or otherwise dispose of the shares of FFC TFC 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 SPAH 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 SPAH shall be entitled to place restrictive legends upon certificates for shares of SPAH Common Stock issued to affiliates of FFC pursuant to this Agreement to enforce the provisions of this Section 8.9)thereunder. SPAH CBAC shall not be required to maintain the effectiveness of the Registration Statement under the Securities Act of the purposes of resale of SPAH CBAC Common Stock by such affiliates.
(f) The Surviving Corporation will, as of and after the Effective Time, assume and honor all FFC severance and change of control agreements that any FFC Entity had in effect with its officers and directors on July 24, 2009, and which are set forth in Schedule 8.9(f).
Appears in 2 contracts
Samples: Merger Agreement (Transcommunity Financial Corp), Merger Agreement (Community Bankers Acquisition Corp.)
Employee Benefits and Contracts. (a) Following All persons who are employees of the Seller Entities immediately prior to the Effective Time and whose employment is not specifically terminated, if any, at or prior to the Effective Time (a “Continuing Employee”) shall, at the Effective Time, SPAH become employees of First Community; provided, however, that in no event shall provide generally to officers and any of the employees of the FFC Seller Entities employee benefits under employee benefit be officers of Buyer or First Community, or have or exercise any power or duty conferred upon such an officer, unless and welfare plans (other than stock option until duly elected or other plans involving the potential issuance of SPAH Common Stock) on terms and conditions which when taken as a whole are comparable appointed to or better than those then provided such position by the FFC Entities to their similarly situated officers and employees. Following the Effective Time, SPAH shall adopt such stock option or other equity plans for officers and employees of the FFC Entities as the board of directors of Buyer or First Community and in accordance with the Surviving Corporation deems appropriatebylaws of Buyer or First Community. All of the Continuing Employees shall be employed at the will of First Community and no contractual right to employment shall inure to such employees because of this Agreement except as otherwise set forth in this Agreement. For purposes of participation and vesting under any employee benefit plans of the Surviving Corporation, whether new or existing, the service of the those employees of the FFC Seller Entities who had executed change of control agreements prior to November 29, 2005, Buyer anticipates either honoring the Effective Time terms of such agreements or offering a bonus to remain employed with Buyer or First Community. Notwithstanding the preceding, such payment shall be treated reduced by any amount payable to such individual under any other applicable severance plan, program or policy, employment agreement, or any other arrangement providing for severance payment to such individual as service with a SPAH Entity participating in such employee benefit plansresult of involuntary termination of employment.
(b) No provision As of this Agreement constitutes or shall give rise tothe Effective Time, or each Continuing Employee shall be deemed eligible to constitute or give rise to, an employment agreement or employment-related right or entitlement, an employee benefit or employee benefit-related plan, program or other arrangement, a provision participate in Buyer’s 401(k) plan with full credit for prior service with Seller for purposes of any such plan, program or other arrangement, or an amendment of any such plan, program or other arrangementeligibility and vesting.
(c) Nothing in this Section 8.9 or any other provision As of this Agreement shall prevent or limit or shall be interpreted as preventing or limiting the Surviving Corporation, from and after the Effective Time, from amendingBuyer shall make available employer-provided health and other employee welfare benefit plans to each Continuing Employee on the same basis as it provides such coverage to Buyer employees except that any pre-existing condition, modifying eligibility waiting period, or terminating any other limitations or exclusions otherwise applicable under such plans to new employees shall not apply to a Continuing Employee Benefit Plan or any other contracts, arrangements, commitments or plans their covered dependents who were covered under a similar Seller plan at the Effective Time of the Surviving Corporation, SPAH or any FFC Entity; or shall limit the Right of the Surviving Corporation to terminate the employment of any employee at any timeMerger.
(d) Simultaneously herewith, Xxxxxxx X. Xxxxxxxx, III shall have entered into an Employment Agreement with the execution of this Agreement, each director and executive officer of FFC and the Bank and each FFC stockholder owning 5% or more of FFC Common Stock (other than Barclay’s Global Investors, State Street Bank and Trust Company and other institutional investors), shall execute and deliver to SPAH a Support Agreement Buyer in the form attached hereto of Exhibit C. This agreement shall become effective at the Effective Time and shall replace the existing employment agreement between Xx. Xxxxxxxx and Seller or the Bank, which shall terminate and have no further force or effect. Immediately prior to Closing and as Exhibit C.set forth in the Employment Agreement, Xx. Xxxxxxxx shall terminate all his existing compensation agreements in exchange for a payment from Seller that shall not constitute a parachute payment within the meaning of Section 280G of the Internal Revenue Code.
(e) FFC Seller shall use its reasonable best efforts to cause each of Seller’s directors to execute and deliver an agreement dated as of the directors and executive officers of FFC and the Bank, each FFC stockholder beneficially owning 5% (other than Barclay’s Global Investors, State Street Bank and Trust Company and other institutional investors) or more of FFC’s outstanding equity securities and each other Person whom FFC reasonably believes may be deemed an “affiliate” of FFC for purposes of Rule 145 under the Securities Act to deliver to SPAH not later than 30 days prior to the Effective Time, a written agreement, date hereof in substantially the form of Exhibit D (a “Lock-up Agreement”), providing that such Person A pursuant to which he or she will not sell, pledge, transfer, vote his or otherwise dispose of the her shares of FFC Seller Common Stock held by such Person except as contemplated by such agreement or by in favor of this Agreement and will not sell, pledge, transfer or otherwise dispose of the shares of SPAH 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 SPAH shall be entitled to place restrictive legends upon certificates for shares of SPAH Common Stock issued to affiliates of FFC pursuant to this Agreement to enforce the provisions of this Section 8.9). SPAH shall not be required to maintain the effectiveness of the Registration Statement under the Securities Act of the purposes of resale of SPAH Common Stock by such affiliatestransactions contemplated hereby.
(f) The Surviving Corporation willNo officer, as employee, or other Person (other than the corporate Parties to this Agreement) shall be deemed a third party or other beneficiary of and after the Effective Time, assume and honor all FFC severance and change of control agreements that any FFC Entity had in effect with its officers and directors on July 24, 2009this Agreement, and which are no such Person shall have any right or other entitlement to enforce any provision of this Agreement or seek any remedy in connection with this Agreement, except as set forth in Schedule 8.9(f)Section 7.12.
Appears in 1 contract
Employee Benefits and Contracts. (a) Following the Effective Time, SPAH Bancorp shall provide generally to officers and employees of the FFC AFI Entities employee benefits under employee benefit and welfare plans (other than stock option or other plans involving the potential issuance of SPAH Bancorp Common Stock) ), on terms and conditions which when taken as a whole are comparable substantially similar to or better than those then currently provided by the FFC Bancorp Entities to their similarly situated officers and employees. Following the Effective Time, SPAH Bancorp shall adopt such stock option or other equity plans waive any pre-existing condition exclusion under any employee health plan for which any employees and/or officers and employees dependents are covered by AFI plans as of Closing, to the FFC Entities as extent that such pre-existing condition was covered under the board of directors of corresponding plan maintained by the Surviving Corporation deems appropriateAFI Entity. For purposes of participation and vesting (but not benefit accrual) under any Bancorp’s employee benefit plans of the Surviving Corporation, whether new or existingplans, the service of the employees of the FFC AFI Entities with the AFI Entities prior to the Effective Time shall be treated as service with a SPAH Bancorp Entity participating in such employee benefit plans.
(b) No provision of this Agreement constitutes or shall give rise to, or shall be deemed to constitute or give rise to, an employment agreement or employment-related right or entitlement, an employee benefit or employee benefit-related plan, program or other arrangement, a provision of any such plan, program or other arrangement, or an amendment of any such plan, program or other arrangement.
(c) Nothing in this Section 8.9 or any other provision of this Agreement shall prevent or limit or shall be interpreted as preventing or limiting the Surviving Corporation, from and after the Effective Time, from amending, modifying or terminating any Employee Benefit Plan or any other contracts, arrangements, commitments or plans of the Surviving Corporation, SPAH or any FFC Entity; or shall limit the Right of the Surviving Corporation to terminate the employment of any employee at any time.
(d) Simultaneously Concurrent with the execution of this Agreement, each director but effective at the Effective Time, Cxxxxxx Xxxxxxx III, Jxxx X. Xxxxxx, and executive officer of FFC and the Bank and each FFC stockholder owning 5% or more of FFC Common Stock (other than Barclay’s Global Investors, State Street Bank and Trust Company and other institutional investors), Rxxxx X. Xxxxx III shall execute and deliver to SPAH a Support Agreement enter into two-year employment agreements with Bancorp in the form attached hereto as Exhibit C.2 (the “Executive Employment Agreement”).
(c) Nothing contained herein is intended to provide, or shall be construed or interpreted as providing, any officer or employee of the AFI Entities any right to continued employment or restrict Bancorp from amending or terminating any employee benefit plan, program or policy of, or any agreement with, Bancorp, AFI or any of their respective Subsidiaries, in accordance with the terms thereof. This Agreement is not intended, and it shall not be construed, to create third party beneficiary rights for any current or former employees of the Parties or their respective Subsidiaries (including any beneficiaries or dependents thereof) under or with respect to any plan, program, or arrangement described in or contemplated by this Agreement.
(d) Not later than the day immediately preceding the Closing Date, AFI and Anderen Bank each agree to terminate their 401(k) plans without any cost, Liability, or additional expense to any Bancorp Entity.
(e) FFC Each employee of an AFI Entity shall cause each receive credit under the Bancorp Entities’ plans for co-pays, deductibles and other similar limits incurred under the AFI Entities’ plans during the year in which the former employees of the directors and executive officers of FFC and AFI Entities are integrated into the Bank, each FFC stockholder beneficially owning 5% (other than Barclay’s Global Investors, State Street Bank and Trust Company and other institutional investors) or more of FFC’s outstanding equity securities and each other Person whom FFC reasonably believes may be deemed an “affiliate” of FFC for purposes of Rule 145 under the Securities Act to deliver to SPAH not later than 30 days prior to the Effective Time, a written agreement, in substantially the form of Exhibit D (a “Lock-up Agreement”), providing that such Person will not sell, pledge, transfer, or otherwise dispose of the shares of FFC 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 SPAH 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 SPAH shall be entitled to place restrictive legends upon certificates for shares of SPAH Common Stock issued to affiliates of FFC pursuant to this Agreement to enforce the provisions of this Section 8.9). SPAH shall not be required to maintain the effectiveness of the Registration Statement under the Securities Act of the purposes of resale of SPAH Common Stock by such affiliatesBancorp Entities’ plans.
(f) The Surviving Corporation willIf, as within six months of and after the Effective Time, assume and honor all FFC severance and change any employee of control agreements that any FFC AFI Entity had in effect with its officers and directors on July 24is terminated by Bancorp or 1st United solely as a result of the Mergers (i.e., 2009elimination of duplicative jobs, etc.), and which are set forth not as a result of inadequate performance or other good cause, Bancorp shall pay severance to each such employee in Schedule 8.9(f)an amount equal to one week’s pay for each twelve months of such employee’s prior employment with such AFI Entity; provided, however, that in no event will the total amount of severance for any single employee exceed $10,000 in the aggregate.
Appears in 1 contract
Employee Benefits and Contracts. (a) Following the Effective Time, SPAH shall provide generally to the officers and employees of the FFC PSB Entities employee benefits who continue employment with MSL or any of its Subsidiaries shall receive credit for purposes of eligibility to participate, vesting and, for vacation and severance plans only, and not for purposes of any defined benefit pension plan (whether or not qualified) or other plans, determination of the level of benefits, under each employee benefit plan, program or arrangement established or maintained for such officers or employees by MLS or any of its Subsidiaries, for service accrued or deemed to accrue prior to and welfare plans (other than stock option or other plans involving the potential issuance as of SPAH Common Stock) on terms and conditions which when taken as a whole are comparable to or better than those then provided by the FFC Entities to their similarly situated officers and employees. Following the Effective Time, SPAH shall adopt to the same extent that such stock option or other equity plans service was recognized for such officers and employees of the FFC Entities as the board of directors of the Surviving Corporation deems appropriate. For for similar purposes of participation and vesting under any employee comparable benefit plans of the Surviving Corporation, whether new or existing, the service of the employees of the FFC Entities to which any PSB Entity was a party immediately prior to the Effective Time Time; provided, however, that such crediting of service shall be treated not operate to duplicate any benefit or the funding of any such benefit. Each such officer and/or employee who has met the eligibility requirements for participation shall commence participation in the 401(k) plan, and/or the employee stock ownership plan sponsored by MSL and/or any of its Subsidiaries as service with of the first day of employment by MSL or a SPAH Entity participating in such employee benefit plansSubsidiary thereof.
(b) No provision of this Agreement constitutes or shall give rise to, or shall be deemed to constitute or give rise to, an employment agreement or employment-related right or entitlement, an employee benefit or employee benefit-related plan, program or other arrangement, a provision of any such plan, program or other arrangement, or an amendment of any such plan, program or other arrangement.
(cSection 8.8(b) Nothing in this Section 8.9 or any other provision of this Agreement shall prevent or limit or shall be interpreted as preventing or limiting the Surviving Corporation, from and after the Effective Time, from amending, modifying or terminating any Employee Benefit Plan or any other contracts, arrangements, commitments or plans of the Surviving Corporation, SPAH or any FFC Entity; or shall limit the Right PSB Disclosure Memorandum sets forth a list of all of the Surviving Corporation to terminate Deferred Compensation Agreements (collectively, the employment of any employee at any time.
“Deferred Comp Agreements”) which PSB has entered into between PSB (dor its applicable Subsidiary) Simultaneously with the execution of this Agreementand their respective directors, each director officers and executive officer of FFC employees and the Bank and each FFC stockholder owning 5% estimated amounts to be paid by PSB or more of FFC Common Stock (other than Barclay’s Global Investorsits applicable Subsidiary, State Street Bank and Trust Company and other institutional investors), shall execute and deliver to SPAH a Support Agreement in the form attached hereto as Exhibit C.
(e) FFC shall cause each of the directors and executive officers of FFC and the Bank, each FFC stockholder beneficially owning 5% (other than Barclay’s Global Investors, State Street Bank and Trust Company and other institutional investors) at or more of FFC’s outstanding equity securities and each other Person whom FFC reasonably believes may be deemed an “affiliate” of FFC for purposes of Rule 145 under the Securities Act to deliver to SPAH not later than 30 days immediately prior to the Effective TimeDate pursuant to the Deferred Comp Agreements. At or prior to the Effective Date, a written agreement, in substantially PSB or its applicable Subsidiary shall pay to the form of Exhibit D (a “Lock-up Agreement”), providing that such Person will not sell, pledge, transfer, or otherwise dispose persons listed on Section 8.8(b) of the shares PSB Disclosure Memorandum the amounts, without material deviation, as set forth on Section 8.8(b) of FFC Common Stock held the PSB Disclosure Memorandum against delivery by each listed Person of an instrument in writing signed by the recipient acknowledging (i) receipt of such payment as full payment for all amounts due and payable to such person thereunder and (ii) the termination of the Deferred Comp Agreements and the waiver by such Person except as contemplated by such agreement or by person to any right of payment of death benefits under the Peoples State Bank Multi-Life Executive/Director Benefit Master Agreement, effective immediately upon the execution and delivery of said acknowledgment. Any payment under this Agreement and will not sell, pledge, transfer or otherwise dispose of the shares of SPAH Common Stock Section 8.8 shall be subject 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 SPAH shall be entitled to place restrictive legends upon certificates for shares of SPAH Common Stock issued to affiliates of FFC pursuant to this Agreement to enforce the provisions of this Code Section 8.9). SPAH shall not be required to maintain the effectiveness of the Registration Statement under the Securities Act of the purposes of resale of SPAH Common Stock by such affiliates.
(f) The Surviving Corporation will, as of and after the Effective Time, assume and honor all FFC severance and change of control agreements that any FFC Entity had in effect with its officers and directors on July 24, 2009, and which are set forth in Schedule 8.9(f).409A.
Appears in 1 contract
Employee Benefits and Contracts. (a) Following the Effective Time, SPAH HCBF shall provide generally make available to officers and employees of the FFC FAHC Entities employee benefits under employee benefit and welfare plans (other than stock option or other plans involving the potential issuance of SPAH HCBF Common Stock) ), on terms and conditions which when taken as a whole are comparable substantially similar to or better than those then currently provided by the FFC HCBF Entities to their similarly situated officers and employees. Following the Effective Time, SPAH HCBF shall adopt such stock option or other equity plans waive any pre-existing condition exclusion under any employee health plan for which any employees and/or officers and employees dependents are covered by FAHC plans as of Closing, to the FFC Entities as extent that such pre-existing condition was covered under the board of directors of corresponding plan maintained by the Surviving Corporation deems appropriateFAHC Entity. For purposes of participation and vesting (but not benefit accrual) under any HCBF’s employee benefit plans of the Surviving Corporation, whether new or existingplans, the service of the employees of the FFC FAHC Entities with the FAHC Entities prior to the Effective Time shall be treated as service with a SPAH an HCBF Entity participating in such employee benefit plans.
(b) No provision of this Agreement constitutes or shall give rise to, or shall be deemed to constitute or give rise to, an employment agreement or employment-related right or entitlement, an employee benefit or employee benefit-related plan, program or other arrangement, a provision of any such plan, program or other arrangement, or an amendment of any such plan, program or other arrangement.
(c) Nothing in this Section 8.9 or any other provision of this Agreement shall prevent or limit or shall be interpreted as preventing or limiting the Surviving Corporation, from and after the Effective Time, from amending, modifying or terminating any Employee Benefit Plan or any other contracts, arrangements, commitments or plans of the Surviving Corporation, SPAH or any FFC Entity; or shall limit the Right of the Surviving Corporation to terminate the employment of any employee at any time.
(d) Simultaneously Concurrent with the execution of this Agreement, but effective at the Effective Time, each director of Dxxxxx X. Xxxxx and executive officer of FFC Axxxx Xxxxxxxx shall enter into a two-year employment agreement and the Bank and each FFC stockholder owning 5% or more of FFC Common Stock (other than Barclay’s Global Investorsone-year employment agreement, State Street Bank and Trust Company and other institutional investors)respectively, shall execute and deliver to SPAH a Support Agreement with HCBF, in the form attached hereto as Exhibit C.2 (the “Employment Agreement”), as Florida West Coast Market President and Senior Vice President, respectively.
(c) Nothing contained herein is intended to provide, or shall be construed or interpreted as providing, any officer or employee of the FAHC Entities any right to continued employment or restrict HCBF from amending or terminating any employee benefit plan, program or policy of, or any agreement with, HCBF, FAHC or any of their respective Subsidiaries, in accordance with the terms thereof. This Agreement is not intended, and it shall not be construed, to create third party beneficiary rights for any current or former employees of the Parties or their respective Subsidiaries (including any beneficiaries or dependents thereof) under or with respect to any plan, program, or arrangement described in or contemplated by this Agreement.
(d) Not later than the day immediately preceding the Closing Date, FAHC and Bank each agree to terminate each FAHC ERISA Plan, including their 401(k) plans and Supplemental Employee Retirement Plans (SERP), without any cost, Liability, or additional expense to any HCBF Entity. No HCBF Entity shall be a successor plan sponsor of any FAHC ERISA Plan or SERP, and it shall be the sole responsibility and expense of the plan administrator (as in effect prior to the Closing Date) for the distribution of such plans’ assets as soon as administratively feasible subsequent to the Closing Date and for the filing of any final reports or forms attributable to such plans.
(e) FFC Each employee of a FAHC Entity shall cause each receive credit under the HCBF Entities’ plans for co-pays, deductibles and other similar limits incurred under the FAHC Entities’ plans during the year in which the former employees of the directors and executive officers of FFC and FAHC Entities are integrated into the Bank, each FFC stockholder beneficially owning 5% (other than Barclay’s Global Investors, State Street Bank and Trust Company and other institutional investors) or more of FFC’s outstanding equity securities and each other Person whom FFC reasonably believes may be deemed an “affiliate” of FFC for purposes of Rule 145 under the Securities Act to deliver to SPAH not later than 30 days prior to the Effective Time, a written agreement, in substantially the form of Exhibit D (a “Lock-up Agreement”), providing that such Person will not sell, pledge, transfer, or otherwise dispose of the shares of FFC 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 SPAH 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 SPAH shall be entitled to place restrictive legends upon certificates for shares of SPAH Common Stock issued to affiliates of FFC pursuant to this Agreement to enforce the provisions of this Section 8.9). SPAH shall not be required to maintain the effectiveness of the Registration Statement under the Securities Act of the purposes of resale of SPAH Common Stock by such affiliatesHCBF Entities’ plans.
(f) The Surviving Corporation willHarbor and Bank will mutually agree to offer “stay bonuses” to certain key employees of Bank as an incentive for such key employees to remain as employees of Bank or Harbor through the Closing Date or the conversion date, as applicable. Harbor will also offer severance to employees of the FAHC Entities who do not have employment agreements in accordance with HCBF’s current severance plan, recognizing length of service, officer level and after the Effective Time, assume and honor all FFC severance and change of control agreements that any FFC Entity had in effect with its officers and directors on July 24, 2009, and which are set forth in Schedule 8.9(f)salary.
Appears in 1 contract