Employment and Other Arrangements. (a) Except for employees of EVBS, SONA and their respective Subsidiaries with individual agreements that provide for payment of severance under certain circumstances or employees of EVBS and its Subsidiaries covered by the EVBS Executive Severance Plan (who will be paid severance only in accordance with such agreements or plan), SONA and EVBS agree that each employee of EVBS, SONA and their respective Subsidiaries who is involuntarily terminated by EVBS or SONA, respectively, following the date of this Agreement but before the Effective Date, or by the Continuing Corporation or any of its Subsidiaries (other than for cause) on or within six (6) months following the Effective Date (the “Severance Coverage Period”) shall receive a severance payment equal to two weeks of base pay (at the rate in effect on the termination date) for each year of service at EVBS, SONA or their respective Subsidiaries, respectively, (with credit for partial years of service) with a maximum payment equal to twenty-six weeks of base pay. A former employee of EVBS, SONA or their respective Subsidiaries must execute a general release of claims before any severance payment shall be made pursuant to this Section 5.12(a), and all such releases of claims shall be in a form approved in writing in advance by SONA. After the expiration of the Severance Coverage Period, the foregoing severance benefit may be changed, replaced or discontinued in its entirety in the sole discretion of the Continuing Corporation or its Subsidiaries.
(b) EVBS and SONA will establish a retention bonus pool that will be dedicated to certain of their non-executive officer employees for purposes of retaining such employees prior to and after the Effective Date, with the participating employees and specific terms of such retention bonuses to be determined by EVBS and SONA.
(c) EVBS hereby acknowledges that the Merger will result in a “change in control” of SONA or other event of similar import, within the meaning of the Change in Control Agreement by and between SONA and Gxxxxxx X. Xxxxxxx, the Change in Control Agreement by and between SONA and Rxx Xxxxxx, the Change in Control Agreement by and between SONA and Txxxxx Xxxxx, the Change in Control Agreement by and between SONA and Bxxx X. Xxxxxxxxx, the Supplemental Executive Retirement Plan by and between SONA and Gxxxxxx X. Xxxxxxx and the Supplemental Executive Retirement Plan by and between SONA and Rxx Xxxxxx (the “SONA Employment Arrangements”) will occur upon ...
Employment and Other Arrangements. (a) The Continuing Corporation will, as of and after the Effective Date, assume and honor all employment agreements, change in control agreements, severance agreements and deferred compensation plans and agreements, including the obligations of StellarOne to the participants in the StellarOne Executive Deferred Compensation Plan, that StellarOne and its Subsidiaries have with current and former officers and directors and which are set forth in Section 3.3(j) of its Disclosure Letter, except to the extent any such agreements shall be superseded on or after the Effective Date in a manner that complies with all amendment and termination requirements provided for in such agreements.
(b) For purposes of all Benefit Plans sponsored or maintained by StellarOne or its Subsidiaries and Affiliates, the Merger described in this Agreement shall be considered a “change in control” under such Benefit Plans and the rights of StellarOne employees or Benefit Plan participants to receive any payments or to vest in any such Benefit Plans or award agreements thereunder shall be governed by the terms of the respective StellarOne Benefit Plans or such award agreements.
Employment and Other Arrangements. Except for employees of ANCX or a Subsidiary listed in Section 5.8(f) of ANCX’s Disclosure Letter, ANCX and UBSH agree that each employee of ANCX and its Subsidiaries who is involuntarily terminated by the Continuing Corporation on and after the Effective Time and through the first anniversary after the Effective Time shall receive severance payments pursuant to and in accordance with the provisions of the applicable UBSH severance plan, subject to the execution and non-revocation of a release agreement, in the form to be provided by UBSH, by such employee.
Employment and Other Arrangements. Except for employees of XBKS or a Subsidiary listed in Section 5.8(e) of the XBKS Disclosure Letter, XBKS and UBSH agree that each employee of XBKS and its Subsidiaries who is involuntarily terminated by XBKS following the date of this Agreement and before the Effective Time shall receive severance payments pursuant to the severance practice in use by XBKS as of the date of this Agreement, subject to the execution of a release by such employee. Except for employees of XBKS or a Subsidiary listed in Section 5.8(e) of the XBKS Disclosure Letter, XBKS and UBSH agree that each employee of XBKS and its Subsidiaries who is involuntarily terminated by the Continuing Corporation or a Subsidiary on and after the Effective Time and through the first anniversary after the Effective Time shall receive severance payments pursuant to the Xenith Bank Severance Pay Plan, subject to the execution of a release by such employee. Employees of XBKS or a Subsidiary who are not listed in Section 5.8(e) of the XBKS Disclosure Letter shall not be eligible to receive severance benefits under any UBSH/Union Bank severance plan during the one-year period after the Effective Time.
Employment and Other Arrangements. (i) Grant any severance, retention or termination pay to, or amend any existing severance, retention or termination arrangement with, any current or former director, officer, employee, consultant, or advisor, (ii) increase or accelerate the payment or vesting of, benefits payable under any existing severance, retention or termination pay policies or employment agreements, (iii) enter into or amend any employment, consulting, deferred compensation, change-of-control, indemnification or other similar agreement with any director, officer, consultant or employee, (iv) establish, adopt or amend (except as required by applicable law) any collective bargaining agreement, commission, bonus, profit-sharing, thrift, pension, retirement, post-retirement medical or life insurance, retention, deferred compensation, compensation, stock option, restricted stock or other benefit plan or arrangement covering any present or former director, officer, employee, consultant or advisor, or any beneficiaries thereof, (v) increase the compensation, commission, bonus or other benefits payable to any director, officer, employee, consultant or advisor, (vi) terminate any employee or demote any officer or other member of the Company’s management, (vii) promote any employee of the Company or its Subsidiaries or (viii) hire any employee;
Employment and Other Arrangements. At the Closing, after the occurrence of the events described in Section 2.2, New Clinic and the Physician shall execute and deliver the Physician Employment Agreement, complete with the noncompetition covenant attached thereto and forming a part thereof, and the New Clinic Operating Agreement.
Employment and Other Arrangements. (a) Buyer will, as of and after the Effective Date, assume and honor all employment, severance, change in control, supplemental executive retirement and deferred compensation agreements or arrangements that Holding Company and the Holding Company Subsidiaries have with their current and former officers and directors and which are set forth in Section 5.13(a) of Holding Company’s Disclosure Schedule, except to the extent any such agreements or arrangements shall be superseded on or after the Effective Date.
(b) As of the date hereof, Buyer has entered into employment agreements, which will become effective as of the Effective Date, with the individuals named in Section 5.13(b) of Buyer’s Disclosure Schedule, in the form of Exhibit 5.13(b) hereto.
Employment and Other Arrangements. (a) The Borrower will not (i) amend, supplement or modify, or permit any of its Subsidiaries to amend, supplement or modify, any agreement with an officer or employee of the Borrower or any of its Subsidiaries who was, as of November 1, 2001, one of the four most highly compensated officers and employees of the Borrower and its Subsidiaries (exclusive of all compensation payable in the Borrower's common stock, but otherwise as would be determined pursuant to Regulation S-K under the Securities Act), or (ii) enter into, or permit any of its Subsidiaries to enter into, any new agreement or arrangement with any such officer or employee (including with respect to severance), in any capacity (including as a consultant), except to the extent the aggregate cash cost to the Borrower and its Subsidiaries with respect to any such officer or employee as a result of any such amendments, supplements, modifications and new agreements and arrangements would not be increased.
(b) The Borrower will not (i) amend, modify or supplement, or permit any of its Subsidiaries to amend, supplement or modify, any Lease or Supplement to the Base Indenture, or (ii) enter into, or permit any of its Subsidiaries to enter into, any new Lease or new Supplement to the Base Indenture, except to the extent such amendment, modification or supplement or new Lease or Supplement could not reasonably be expected to have an adverse effect on the Lenders.
Employment and Other Arrangements. (a) Towne will, as of and after the Effective Date, assume and honor all employment, severance, change in control, supplemental executive retirement and deferred compensation agreements or arrangements that Holding Company and the Holding Company Subsidiaries have with their current and former officers and directors and which are set forth in Section 5.13(a) of Holding Company’s Disclosure Schedule, except to the extent any such agreements or arrangements shall be superseded on or after the Effective Date.
(b) As of the date hereof, Towne has entered into employment arrangements with the individuals named in Section 5.13(b) of Towne’s Disclosure Schedule as described in such schedule.
Employment and Other Arrangements
