Employees, Directors and Officers Sample Clauses

Employees, Directors and Officers. The Company and the Selling Party have not entered into any employment or independent contractor agreements with any individuals or entities, or any option agreements or warrants, grants or promises for the issuance of the Authorized Stock, unless otherwise set forth in Schedule 4.19.

Employees, Directors and Officers. (a) All persons who are employees of SCCB Bank immediately prior to the Effective Time (SCCB's Employees) and whose employment is not specifically terminated at or prior to the Effective Time (a "Continuing Employee") shall, at the Effective Time, become employees of UFB or UFB Bank, respectively; provided, however, that in no event shall any of SCCB's Employees be officers of UFB or UFB Bank, or have or exercise any power or duty conferred upon such an officer, unless and until duly elected or appointed to such position in accordance with the bylaws of UFB or UFB Bank. All of SCCB's Employees who remain following the Effective Date shall be employed at the will of UFB or UFB Bank. No contractual right to employment shall inure to such employees because of this Agreement. Subject to paragraph (e) of this Section 4.13, no employee of SCCB will become a contractual employee of UFB or UFB Bank unless such contract is in writing and executed by the President or Chief Executive Officer of UFB or UFB Bank. (b) Except as provided in paragraph (c) of this Section 4.13, appropriate steps shall be taken to terminate all SCCB Employee Plans as of the Effective Time or as promptly as practical thereafter. Except as provided in paragraph (c) of this Section 4.13, immediately following the Effective Time, each Continuing Employee shall be eligible to participate in UFB Employee Plans, on the same basis as any newly- hired employee of UFB or UFB Bank (it being understood that inclusion of Continuing Employee in UFB Employee Plans may occur at different times with respect to different plans); provided, however, that with respect to each UFB Employee Plan for purposes of determining eligibility to participate and vesting, service with SCCB or SCCB Bank shall be treated as service with UFB or UFB Bank. Such service shall also apply for purposes of satisfying any waiting periods, evidence of insurability requirements, or the application of any preexisting condition limitation with respect to any UFB or UFB Bank welfare benefit plan. (c) As of the Effective Time, each SCCB Employee who is a participant in the SCCB 401(k) Plan (the "SCCB 401(k) Plan") shall become fully vested in his or her account balance in the SCCB 401(k) Plan and the SCCB 401(k) Plan will either be merged into the UFB Bank's 401(k) Savings Plan (the "UFB Bank 401(k) Plan") effective as of a date following the Effective Time selected by UFB Bank or, if so elected by UFB Bank, terminated immediately prior to...

Employees, Directors and Officers. (a) All persons who are employees of Heritage Federal immediately prior to the Effective Time ("Heritage's Employees") shall, at the Effective Time, continue as employees of Heritage Federal ("Continuing Employees"). Subject to paragraph (f) of this Section 4.11, all Continuing Employees shall be employed at the will of Heritage Federal and no contractual right to employment shall inure to such employees because of this Agreement. (b) Except as provided in Section 4.11(e), from and after the Effective Time, unless otherwise mutually determined, the SouthBanc Employee Plans and the Heritage Employee Plans in effect as of the date of this Agreement shall remain in effect with respect to employees of SouthBanc and Heritage and their respective Subsidiaries covered by such plans and arrangements at the Effective Time until such time as SouthBanc shall, subject to applicable law, the terms of this Agreement and the terms of such plans, adopt new benefit plans and arrangements with respect to the employees of SouthBanc and its Subsidiaries ("New Benefit Plans"), including all Continuing Employees. Prior to the Effective Time, SouthBanc and Heritage shall cooperate in reviewing, evaluating and analyzing the SouthBanc Employee Plans and the Heritage Employee Plans with a view toward developing appropriate New Benefit Plans. (c) The foregoing subparagraph (b) notwithstanding, SouthBanc agrees to honor in accordance with their terms all benefits vested as of the Effective Time under the SouthBanc Employee Plans and the Heritage Employee Plans and all vested benefits or other vested amounts earned or accrued through such time under contracts, arrangement commitments or understandings described in Schedule -------- 2.1(n) and Schedule 2.2(n), including benefits which vest or are otherwise ------ --------------- accrued as a result of the consummation of the transactions contemplated by this Agreement. (d) With respect to all New Benefit Plans, SouthBanc agrees that Continuing Employees shall receive (i) full credit for prior service with Heritage and Heritage Federal for purposes of eligibility for participation and vesting, (ii) a waiver of all waiting periods and preexisting condition exclusions or penalties and (iii) credit for deductibles, copayments or similar out-of-pocket expenses incurred under any Heritage Employee Plan with respect to the plan year in which the Effective Time occurs. Notwithstanding anything herein to the contrary, with respect to participat...

Employees, Directors and Officers. 47 Section 4.13. INDEMNIFICATION.......................................................................49 Section 4.14. SECTION 16 MATTERS....................................................................51 ARTICLE V

Employees, Directors and Officers. The Issuer and the Seller have not entered into any employment or independent contractor agreements with any individuals or entities, or any option agreements or warrants, grants or promises for the issuance of the Authorized Stock, except as otherwise set forth in Schedule 4.23. The provisions of any such agreements, warrants, grants or promises have been waived in writing by the counterparties to the extent necessary to ensure that the percentage equity interest referenced in the last sentence of Section 4.7 will not be diminished by such agreements, warrants, grants or promises.

Employees, Directors and Officers. The Company has previously provided Parent with a complete and correct list of all of the present directors, officers and other employees of the Company and each of the Company Subsidiaries, and the direct compensation (including wages, salaries and actual or currently anticipated bonuses) paid to such Persons in the Company’s fiscal year ending June 30, 2003. Except as set forth in Section 3.18 of the Company Disclosure Schedule or in the financial statements of the Company, no unpaid salary, other than for the immediately preceding pay period and other than pursuant to the existing deferred compensation plans of the Company is now payable to any of such officers, directors or employees.

Employees, Directors and Officers of the Company Disclosure Schedule comprises a complete and correct list of all of the present employees, officers and directors of the Company (the "Employees"), including the direct compensation (including wages, salaries and actual or anticipated bonuses) to be paid in the current fiscal year to such Persons. Except as disclosed in Section 3.20 of the Company Disclosure Schedules, no unpaid salary or bonuses, other than for the immediately preceding pay period and other than pursuant to the existing deferred compensation plans of the Company is now payable to any of such officers, directors or employees.

Employees, Directors and Officers. 45 --------------------------------- Section 4.13. Indemnification. . . . . . . . . . . . . 46 --------------- Section 4.14. Dividends. . . . . . . . . . . . . . . . 48 --------- Section 4.15. Section 16 Matters . . . . . . . . . . . 48 ------------------

Employees, Directors and Officers. 37 Section 4.12. INDEMNIFICATION. . . . . . . . . . . . . . 39 Section 4.13. YEAR 2000. . . . . . . . . . . . . . . . . 40 Section 4.14. Stock Listing . . . . . . . . . . . . . . 40 Section 4.15. AFFILIATE LETTERS. . . . . . . . . . . . . 40 Section 4.16. TAX-FREE REORGANIZATION TREATMENT. . . . . 41 Section 4.17 ACQUISITION SUB. . . . . . . . . . . . . . 41

Employees, Directors and Officers of the RIMS Disclosure Schedule comprises a complete and correct list of all of RIMS' present employees, officers and directors ("Employees"), including the direct compensation (including wages, salaries and actual or anticipated bonuses) to be paid in the current fiscal year to such Persons. Except as set forth on Section 3.20 of the RIMS Disclosure Schedule, no unpaid salary, other than for the immediately preceding pay period and other than pursuant to the existing deferred compensation plans of RIMS is now payable to any of such officers, directors or employees.