Employee Severance. Subject to any applicable regulatory restrictions:
(i) Peoples shall pay to each employee of NB&T Financial or its Subsidiaries who (A) is not subject to an existing contract providing for severance and/or a change in control payment, (B) is an employee of NB&T Financial or any of its Subsidiaries immediately before the Effective Time, (C) has been an employee of NB&T Financial or any of its Subsidiaries for at least six months prior to the Effective Time, and (D) is not offered continued employment by Peoples or any of its Subsidiaries after the Effective Time at a location within 25 miles of such employee’s current normal place of employment at a salary or hourly wage not less than his or her current salary for at least 12 months after the Effective Date, a severance amount equal to two weeks’ base pay multiplied by the number of whole years of service of such employee with NB&T Financial or any of its Subsidiaries, less applicable local, state and federal tax withholding; provided, however, that the minimum severance payment shall equal four weeks of base pay, and the maximum severance payment shall not exceed 26 weeks of base pay. Such severance pay shall be paid in a lump sum within 14 days following the employee’s termination, provided that such employee has not been terminated for cause. For any employee of NB&T Financial or its Subsidiaries participating in NB&T Financial’s group health program at the Effective Time who is entitled to a severance payment, the employee will be able to purchase health insurance coverage at the employee premium rate for the first 12 months and the full premium rate for the remaining COBRA period.
(ii) In exchange for the severance pay described in Subsection (i), terminated employees will be required to execute a final and binding general release in which the employee releases and waives any and all claims the employee may have against Peoples and its Affiliates.
(iii) Peoples shall, within two business days after the Effective Time, make all payments required to be made pursuant to the employment, severance or change in control agreements set forth in NB&T Financial’s Disclosure Schedule.
Employee Severance. Purchaser covenants and agrees to pay severance payments to all employees of Company whose job is eliminated as a result of the Merger and whose employment is terminated by Purchaser other than for cause within twelve months after the Effective Time, in accordance with the severance terms as set forth on Section 5.7.2
Employee Severance. Employees of FMS and FMB who continue as employees after the Effective Time will be eligible to receive severance benefits on the terms set forth on FMS Disclosure Schedule 3.11(d).
Employee Severance. In the event that (a) Employee's employment with the Company or a Company Affiliate shall be terminated at any time by the Company (or a Company Affiliate, as the case may be) under the circumstances described in Section 13 (b) hereof following the occurrence of a Section 13 Event, then Employee shall, for a period of not less than twelve months following the termination of Employee's employment, continue to receive Employee's base salary and benefits package including the use of a company car and related costs, reimbursement of club dues, health and dental plan, participation in the Company's Pension and 401 (k) plans and any additional employee benefits which may be in effect at the time of such termination. Base salary shall continue to be inclusive of all applicable income, social security and other taxes and charges which are required by law to be withheld by the Company and in accordance with Company's normal payroll practices for its executives from time to time in effect.
Employee Severance. SCHEDULE 2.9 lists each employee (other than the Chief Executive Officer of PSI) of the Company and its Subsidiaries to which severance payments would become due under a Severance Agreement if such employee was terminated on or after the Closing Date and the amount of the severance obligation that would become payable to each such employee under a Severance Agreement if such employee was terminated as of the Closing Date. If the Company or any of its Subsidiaries is required, in accordance with the terms and subject to the conditions and limitations of the applicable Severance Agreements, to make any severance payments to employees of the Company or any of its Subsidiaries arising from the termination of such employees during the period commencing with the Closing Date and ending ninety (90) days thereafter, Seller shall reimburse Buyer for such severance payments to the extent that the severance Liability would have been payable had such employees been terminated on the Closing Date. For purposes of such reimbursement, Buyer is holding back from the Purchase Price the total amount of the severance obligations set forth on SCHEDULE 2.9 (the "SEVERANCE HOLDBACK AMOUNT"). Within one hundred (100) days of the Closing Date, Buyer shall deliver a schedule to Seller certified as complete and correct by the Chief Financial Officer of Buyer, which schedule shall set forth the names of the employees terminated during the period commencing with the Closing Date and ending ninety (90) days thereafter as well as the amount of the severance payments made to such employees (the "SEVERANCE ADJUSTMENT"). Buyer shall offset the total amount of the Severance Adjustment against the Severance Holdback Amount and shall pay Seller any remaining balance of the Severance Holdback Amount via Wire Transfer on the day it delivers the schedule to Seller. Buyer shall be responsible for and shall pay directly or reimburse Seller for any severance amount which becomes payable to the Chief Executive Officer of PSI on or after the Closing Date pursuant to the second and third paragraphs of that certain severance agreement between the Chief Executive Officer and Seller dated as of April 1, 2003 (the "CEO SEVERANCE AGREEMENT"), a true and correct copy of which has been provided to Buyer; provided, however that notwithstanding the foregoing, if the Chief Executive Officer of PSI voluntarily resigns from his employment with PSI on or after the Closing Date, Seller shall be responsible for and...
Employee Severance. ADT agrees that if any employee of DVD or VVI is terminated by ADT, DVD, or VVI on or after the Closing, then ADT shall, upon termination, pay each such terminated employee an amount equal to one week of such employee's then base salary for each year of service with DVD, VVI, or VVI's predecessor-in-interest with a minimum payment to each such terminated employee of two weeks of base salary.
Employee Severance. Any person who is currently serving as an employee of either Advance or Advance Savings and continues as such immediately prior to the Effective Time (other than those employees covered by a written employment or change in control agreement set forth in Advance Disclosure Schedule 2.08(j)) whose employment is discontinued by Parkvale or the Bank (including those employees who are asked to transfer to other positions and/or locations of Parkvale or the Bank and choose not to do so) within one year after the Effective Time (unless termination of such employment is for Cause (as defined below)) shall be entitled to a severance payment from the Bank in an amount equal to one week's salary for each year of service at Advance or Advance Savings, with a minimum benefit of one week of salary and a maximum benefit of ten (10) weeks of salary and the continuation of participation in the group health insurance plans sponsored by Parkvale or Advance without the payment of premiums by the former employee or dependents for a period of two months. For purposes of this Section 4.12(f), "Cause" shall mean termination because of the employee's personal dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform stated duties or willful violation of any law, rule or regulation (other than traffic violations or similar offenses). Advance and Advance Savings agree to terminate their Change in Control Severance Pay Plan prior to the Effective Time. With respect to accrued but unused sick leave and vacation pay as of December 31, 2004, the employees of Advance and Advance Savings will receive the benefit of such leave in accordance with current Advance policies. In periods subsequent to December 31, 2004, the employees of Advance and Advance Savings will receive accruals for unused sick leave and accruals and payouts for vacation pay based upon the policies of the Bank.
Employee Severance. From and after the Effective Time, (i) Parent, Company or another subsidiary of Parent (any such parties employing employees of Company or a Company Subsidiary, the “Parent Employers”) shall: (A) satisfy the Employment Agreement, and (B) use its good faith efforts to retain each present employee of the Company and the Company Subsidiaries in such employee’s current position and salary compensation (or, if offered to, and accepted by, an employee, a position for which the employee is qualified with the Parent Employers at a compensation commensurate with the position), (ii) in the event that the Parent Employers shall continue to employ officers or employees of the Company and the Company Subsidiaries as of the Effective Time, the Parent Employers shall employ such persons on the Effective Time (other than the Contract Employee) as “at-will” employees, and (iii) in the event the Parent Employers are not willing to employ, or terminate the employment (other than for cause as defined in the Company’s severance policy) of, any officers or employees of the Company or the Company Subsidiaries (other than the Contract Employee), the Parent Employers shall pay severance benefits to such employees (other than to the Contract Employee) as follows: (A) in the event employment is terminated on or prior to the date which is one year after the Effective Date the amount provided for in the Company’s severance policy included in the Disclosure Schedule; or (B) in the event employment is terminated thereafter, in accordance with the then existing severance policy of Parent or its successor.
Employee Severance. Mercantile will pay severance payments as set forth in Section 5.25 of the Mercantile Disclosure Letter.
Employee Severance. The Purchaser acknowledges and agrees that the Company and each of the Subsidiaries have entered into legal, binding and enforceable Retention and Severance Agreements with each of the Employees as set forth in Exhibit D to this Agreement. The "SEVERANCE PAYMENT" (as defined in EXHIBIT D) is calculated in accordance with the Employee's employment position, term of service and is capped at a specified level, as set forth in SCHEDULE 11.8. The Company or the applicable Subsidiary shall be responsible for funding and payment of any and all Severance Payments, without recourse to the Shareholder.
