Employees; Employee Benefits. (a) Schedule 3.13(a) hereto sets forth the names of all current employees of the Company (the “Employees”) and such Employee’s job title, the location of employment of such Employee, such Employee’s current salary, the amount of any bonuses or other compensation paid since December 31, 2003 to such Employee, the date of employment of such Employee and the accrued vacation time of such Employee. Schedule 3.13(a) hereto sets forth a true and correct statement of the liability, if any, of the Company for accrued but unused sick pay. There are no outstanding loans from the Company to any officer, director, employee, agent or consultant of the Company, or to any other Related Person. Schedule 3.13(a) hereto sets forth a complete and correct description of all severance policies of the Company. Complete and correct copies of all written agreements (or, in the case of oral agreements, a complete and correct description) with Employees and all employment policies, and all amendments and supplements thereto, have previously been delivered to the Parent, and a list of all such agreements and policies is set forth on Schedule 3.13(a). None of the Employees has, to the knowledge of the Company and the Sole Stockholder, indicated a desire to terminate his or her employment, or any intention to terminate his or her employment upon a sale of, or business combination relating to, the Company or in connection with the transactions contemplated by this Agreement. Except as set forth on Schedule 3.13(a) hereto, since December 31, 2003, the Company has not (i) increased the salary or other compensation payable or to become payable to or for the benefit of any of the Employees, except in the ordinary course of business consistent with past practice, (ii) increased the term or tenure of employment for any Employee, except in the ordinary course of business consistent with past practice, (iii) increased the amounts payable to any of the Employees upon the termination of any such person’s employment or (iv) adopted, increased, augmented or improved benefits granted to or for the benefit of any of the Employees under any Benefit Plan (as such term is defined herein).
Employees; Employee Benefits. (a) All Employees of First Federal or any First Federal Subsidiary as of the date of this Agreement who are actively employed at the Effective Time and who are offered employment by Century or another bank Subsidiary of Park ("Continuing Employees") at the Effective Time and who are not currently covered by a written employment or severance agreement with First Federal or any First Federal Subsidiary, shall be employed as at will employees of Century or such other bank Subsidiary of Park. Continuing Employees will be eligible to participate in Park's benefit plans on the earliest date permitted by each such plan, with credit for years of service, for purposes of eligibility and vesting (but not for the purpose of accrual of benefits or the allocation of employer contributions), with (i) First Federal or the relevant First Federal Subsidiary and, (ii) to the extent credit would have been given by First Federal or the relevant First Federal Subsidiary for years of service with a predecessor (including any business organization acquired by First Federal or the relevant First Federal Subsidiary), years of service with a predecessor of First Federal or the relevant First Federal Subsidiary. Park shall use its best efforts to cause any and all pre-existing condition limitations (to the extent such limitation did not apply to a pre-existing condition under First Federal's or any First Federal Subsidiary's equivalent plan) and eligibility waiting period under group health plans with respect to Continuing Employees and their eligible dependents to be waived. Immediately prior to the Effective Time, Continuing Employees will be paid in cash for any accrued and unused sick leave and vacation to which such Continuing Employees are entitled under First Federal's or the relevant First Federal Subsidiary's relevant policies, and, following the Effective Time, such Continuing Employees will be subject to Park's policies with respect to sick leave and vacation. Employees of First Federal or any First Federal Subsidiary who are actively employed at the Effective Time and who have loans from First Federal or a First Federal Subsidiary on which the interest rate is reduced while the Employee continues to be employed by First Federal or the relevant First Federal Subsidiary shall from and after the Effective Time and until the repayment of such loans, whether such Employees of First Federal or any First Federal Subsidiary are terminated or become Continuing Employees, receive ...
Employees; Employee Benefits. 31 Section 5.10
Employees; Employee Benefits. 37 5.10 Employee Pension Plan...........................................39 5.12 Welfare Benefits................................................41 5.13 Taxes...........................................................42 5.14
Employees; Employee Benefits. (a) Section 4.11(a) of the Company Disclosure Schedule sets forth as of the date hereof a complete and correct list of (i) all material “employee benefit plans” (as defined in Section 3(3) of ERISA) and (ii) all material bonus, stock option, stock purchase, restricted stock, benefit, incentive compensation, profit sharing, savings, retirement, disability, insurance, vacation, incentive, deferred compensation, supplemental retirement, severance, termination pay, salary continuation, employment, consulting, indemnification, layoff, unemployment, change in control, medical, dental, health, welfare and other similar fringe or employee benefit plans, programs, agreements or arrangements written or otherwise (including any employee communication evidencing any express or implied commitment with respect to any of the foregoing) maintained or contributed to, or under which any of the Company, Seller or their Affiliates could have any direct or indirect Liability, in each case, for the benefit of or relating to any Company Employee, director or consultant of the Company or any Company Subsidiary (whether or not material, the “Employee Plans”), excluding expired or fully performed agreements under which neither the Company nor any Company Subsidiary could have any Liability whatsoever. Section 4.11(a) of the Company Disclosure Schedule separately designates each Employee Plan that is sponsored or maintained by the Company or any Company Subsidiary (whether or not material, the “Company Employee Plans”). Each Employee Plan that is not a Company Employee Plan is hereinafter referred to as a “Seller Employee Plan.” No Employee Plan is maintained outside the jurisdiction of the United States or covers any Company Employees or other service providers of the Company or any Company Subsidiary who reside or work outside of the United States. -34- (b) In respect of each Company Employee Plan set forth on Section 4.11(a) of the Company Disclosure Schedule, the Company has made available to Buyer (i) the most recent annual report on Form 5500 filed with the Internal Revenue Service for any Company Employee Plan where such report is required and (ii) a true and complete copy of the plan documents (including all amendments) and trust agreements or other funding arrangements, if any, governing such Employee Plan (other than those referred to in Section 4(b)(4) of ERISA) (or, if the Employee Plan is not written, a written description thereof). Neither the Company nor any Company S...
Employees; Employee Benefits. (a) The Acquired Companies do not have, and since their formation have not ever had, any employees. Each of the Acquired Companies is not a party to nor bound by, and since its formation has never been party to nor bound by, any collective bargaining agreements or any other labor-related agreements with any labor union or labor organization. There are no strikes, lockouts, work stoppages, slowdowns or other material labor disputes against or affecting, in any material respect, any Acquired Company or the Project.
Employees; Employee Benefits. 16 5.9 Insurance...................................................................18 5.10
Employees; Employee Benefits. (a) Schedule 2.13(a) hereto sets forth the names of all current employees of and independent contractors providing services to the Company (the “Employees”). Any person who has provided or is providing services to the Company and who has not or will not receive an IRS W-2 form has been classified as an independent contractor in full compliance with federal and state wage and hour laws and the Company has fully and accurately reported such independent contractors compensation on IRS forms 1099 when required to do so.
Employees; Employee Benefits. (a) Abraxas has no collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to Abraxas’ knowledge, threatened with respect to Abraxas. To Abraxas’ knowledge, no employee of each of Abraxas and its Subsidiaries, nor any consultant with whom each of Abraxas and its Subsidiaries has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, each of Abraxas and its Subsidiaries because of the nature of the business to be conducted by each of Abraxas and its Subsidiaries; and to Abraxas’ knowledge the continued employment by each of Abraxas and its Subsidiaries of its present employees, and the performance of each of Abraxas and its Subsidiaries’ contracts with its independent contractors, will not result in any such violation. Neither Abraxas nor any of its Subsidiaries received any notice alleging that any such violation has occurred. Neither Abraxas nor any of its Subsidiaries is aware that any officer, key employee or group of employees intends to terminate his, her or their employment with each of Abraxas and its Subsidiaries, nor does each of Abraxas and its Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employees.
Employees; Employee Benefits. (a) Parent agrees that individuals who are employed by the Company as of the Effective Time shall become employees of the Surviving Corporation following the Effective Time (each such employee, an "Affected Employee"); provided, however, that nothing contained in this Section 7.8 shall require the Surviving Corporation to continue the employment of any Affected Employee for any period of time following the Effective Time.
