Employment and Similar Agreements; Obligations Upon Change in Control. Schedule 4.28 hereto is a true, correct and complete list and descriptions of all written or oral employment agreements, policies, practices or manuals relating to the employment of any officer, director, employee, contingent worker (including, without limitation, leased and temporary workers and independent contractors), or agent of the Company or the Bank including, without limitation, deferred compensation, bonus, consulting, independent contractor, leased worker, non-competition, retirement, parachutes, severance or indemnification agreements or other agreements of any nature whatsoever (collectively “Employee Agreements”). There are no Employee Agreements or other agreements related to the transactions contemplated by this Agreement that (i) will require any payment by the Company or the Bank to, or any consent or waiver from, any officer, director, employee, contingent worker or agent of the Company or the Bank, or any other Person, (ii) will result in a change of any nature in the rights of any party under an agreement with any officer, director, employee, contingent worker or agent of the Company or the Bank, or any other Person, including, without limitation, any acceleration or change in the award, grant, vesting or determination of options, warrants, rights, severance payments, or other contingent obligations of any nature whatsoever of the Company or the Bank, or (iii) will result in any prohibited transaction described in Section 406 of ERISA or Section 4975 of the Code for which an exemption is not available. Except for Scheduled Agreements, neither the Company nor the Bank has any Employee Agreements with any employee, contingent worker or officer that are inconsistent with the status of all employees, contingent workers and officers of the Company and the Bank being “at-will” employees or workers. Each reference in this Agreement to “officer,” “director,” “employee”, “contingent worker” or “agent” of the Company or the Bank, unless otherwise specified, shall include, without limitation, both current and former officers, directors, employees, contingent workers and agents (including, without limitation, consultants), as the case may be, of the Company or the Bank.
Employment and Similar Agreements; Obligations Upon Change in Control. Except as disclosed in Section 3.17 of the Highland Schedule, there are no employment, consulting, severance or indemnification agreements or understandings of legal effect ("Employee Agreements") between Highland or any of its Subsidiaries, on the one hand, and any director, officer (including "executive officers" as defined under the Exchange Act) or employee of Highland or of any of its Subsidiaries or any other party, on the other hand. Except as set forth in Section 3.17 of the Highland Schedule, there are no such Employee Agreements (i) under which any of the transactions contemplated by this Agreement will require any payment by Highland or any of its Subsidiaries, or Xxxxxxx, to any director, officer (including executive officers) or employee of Highland or of any of its Subsidiaries, or any other party, or (ii) under which there will occur any acceleration or change in the award, grant, vesting or determination of options, warrants, rights, severance payments, or other contingent obligations of any nature whatsoever of Highland or any of its Subsidiaries in favor of any such parties, or under which the value of any benefits will be calculated on the basis of any of the transactions contemplated by this Agreement.
Employment and Similar Agreements; Obligations Upon Change in Control. Neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated hereby (i) will require any payment by the Company or the Bank to, or any consent or waiver from, any officer, director, employee, contingent worker or agent of the Company or the Bank, or any other Person, (ii) will result in a change of any nature in the rights of any party under an agreement with any officer, director, employee, contingent worker or agent of the Company or the Bank, or any other Person, including, without limitation, any acceleration or change in the award, grant, vesting or determination of restricted stock, stock options, warrants, rights, bonuses, incentive compensation, deferred compensation, severance payments, or any other awards or contingent obligations of any nature whatsoever of the Company or the Bank, or (iii) will result in any prohibited transaction described in Section 406 of ERISA or Section 4975 of the Code for which an exemption is not available. Except for Company Significant Agreements, neither the Company nor the Bank has any agreements with any employee, contingent worker or officer that are inconsistent with the status of all employees, contingent workers and officers of the Company and the Bank being “at-will” employees or workers. Each reference in this Agreement to “officer,” “director,” “employee”, “contingent worker” or “agent” of the Company or the Bank, unless otherwise specified, shall include, without limitation, both current and former officers, directors, employees, contingent workers and agents (including, without limitation, consultants), as the case may be, of the Company or the Bank.
Employment and Similar Agreements; Obligations Upon Change in Control. Except as set forth in Schedule 3.16 or Schedule 3.17(a), there are no written or oral employment, consulting, non-competition, retirement, parachutes, severance or indemnification agreements or other agreements of any nature whatsoever (collectively, "Employee Agreements")
