Employment and Change in Control Agreements. (a) Section 3.20 of the Company Disclosure Schedule sets forth a true and complete list of all written, and to the best knowledge of the Company, oral agreements with any officer, director or employee of the Company or any of its Subsidiaries to which the Company or any of its Subsidiaries is a party, providing for the terms of his or her employment with the Company or any of its Subsidiaries and/or the terms of his or her severance or other payments upon termination of such employment (the "Employment Agreements"). The Company has previously furnished to Crane true and complete copies of all Employment Agreements, together with all amendments thereto (if any). Since the date of the Company Balance Sheet, neither the Company nor any Subsidiary has (i) except as set forth in Section 3.20 of the Company Disclosure Schedule, effected any increase in salary, wage or other compensation of any kind, whether current or deferred, to any officer, director, employee, agent, broker or consultant in excess of five percent of the compensation payable to any such person or (ii) made any contribution to any trust or plan for the benefit of employees except for contributions made in the normal and ordinary course of business in a manner consistent with past practices or as required by the terms thereof as now in effect.
Employment and Change in Control Agreements. (i) Its Disclosure Letter sets forth a true and complete list of all agreements between it or any of its Subsidiaries and any of its (or any of such Subsidiary's) officers, directors or employees providing for the terms of his or her employment with it or any of its Subsidiaries and the terms of his or her severance or other payments upon termination of such employment (the "EMPLOYMENT AGREEMENTS"). It has previously furnished to the Company (in the case of ACI) and ACI (in the case of the Company) true and complete copies of all Employment Agreements, together with all amendments thereto (if any).
Employment and Change in Control Agreements. First Merchants shall honor all obligations under the Ameriana Bancorp and Ameriana Bank employment and change in control agreements.
Employment and Change in Control Agreements. If you have entered into an Employment Agreement (or amended Employment Agreement) and/or a Management Change in Control Severance Agreement, these agreements will terminate effective as of and immediately prior to the closing of the Transaction and afterwards be of no further force and effect and be superseded by this letter agreement.
Employment and Change in Control Agreements. BCB agrees to honor the individual employment agreement and change in control agreements that Allegiance Bank has entered into with Dxxxx Xxxxxxx, Sxxxxxx Buraczyski, Cxxxx Xxxxx, Kxxxxxx Xxxxxxx and Sxxxxx Xxxxxx, respectively, provided that such individuals are employed with Allegiance Bank as of the Effective Time. The gross cash payment and benefits (without taking into account any and all applicable federal, state and local taxes on such cash payment and benefits) that would be required to be made to each individual referenced herein under his or her respective employment or change in control agreement, assuming a termination of employment as of the Effective Time, shall be set forth in ALLEGIANCE BANK DISCLOSURE SCHEDULE 7.8.4. The parties acknowledge that any actual payments made upon a change of control shall be net of any and all applicable federal, state and local taxes. Notwithstanding the foregoing, in no event shall the aggregate cash payment or benefits to be made or afforded to each individual identified herein under his or her employment or change in control agreement, either as a stand-alone benefit or when aggregated with other payments to, or for the benefit of, the individual shall constitute an “excess parachute payment” under Section 280G of the Code, and in order to avoid such a result, the individual’s cash payment or benefits under his or her employment or change in control agreement shall be reduced, if necessary, to an amount, the value of which is one dollar ($1.00) less than an amount equal to three (3) times the individual’s “base amount,” as determined in accordance with Section 280G of the Code. In addition, each individual identified herein who is entitled to receive a cash payment and benefits under his or her employment or change in control agreement shall enter into, prior to receipt of such payment and benefits, a termination and release agreement with BCB releasing the rights under such existing employment or change in control agreement in consideration of receiving the cash payment and benefits identified in ALLEGIANCE BANK DISCLOSURE SCHEDULE 7.8.4.
Employment and Change in Control Agreements. National City acknowledges that, and will cause the Surviving Corporation to acknowledge that, the consummation of the Merger shall be considered a "change in control" under the agreements set forth in Section 6.5(c) of the National City Disclosure Letter. The acceleration of the amounts required to be paid under this paragraph shall not be considered compensation, annual compensation or final monthly compensation for purposes of increasing any payment made under any employment, change in control or other severance agreement or any nonqualified deferred compensation plan to which such person is a party.
Employment and Change in Control Agreements. As of the Effective Date, Frontier shall assume and honor and shall cause Frontier Bank to assume and to honor in accordance with their terms (i) the change of control agreements with Jxx X. Xxxxxxx, Dxxxx XxXxxxxx and Lxxxx Xxxxxxx as described in Schedule 9.4 and as amended as of the Closing by the Noncompetition Agreement, and (ii) to the extent the Effective Date occurs prior to December 31, 2007, the employment agreement with Rxxxxxx X. Xxxxx as described in Schedule 9.4 which terminates December 31, 2007 (collectively, the “Employment Agreements”). Frontier acknowledges and agrees that the Merger will constitute a merger, sale or a change in control of Salem for all purposes under such Employment Agreements.
Employment and Change in Control Agreements. Seller shall be responsible for all fees and expenses under any employment or change-in-control agreement of either Company that are triggered by the consummation of the transactions contemplated by this Agreement.
Employment and Change in Control Agreements. RSBI will cause Richland State Bank to take all actions necessary to terminate the deferred compensation, change-in-control or other similar agreements listed on Section 7.19 of the Schedules, without further liability to Richland State Bank, BFST or any of their respective Affiliates and all amounts owed thereunder will be paid or accrued by RSBI prior to the Determination Date, except for liability for payments required to be made upon, or as a result of, the termination of such agreements, which payments will be made or accrued by RSBI prior to the calculation of Adjusted Tangible Shareholders’ Equity pursuant to Section 2.06.
Employment and Change in Control Agreements. To the extent requested by BFST, PBI will cause Pedestal Bank to take all actions necessary to terminate the deferred compensation, change-in-control or other similar agreements listed on Section 7.22 of the Schedules, without further liability to Pedestal Bank, BFST or any of their respective Affiliates, subject to the payment of all amounts owed thereunder in accordance with Section 7.27.
