Common use of Employment Arrangements Clause in Contracts

Employment Arrangements. (a) From and after the Effective Time, (i) FFC, Xxxxxx Bank, Advisors or another subsidiary of FFC (the "FFC Employers") shall: (A) to satisfy each of the Employment Obligations (as defined in Section 3.17 herein), (B) use its best efforts to retain each present full-time employee of DBC and the DBC Subsidiaries at such employee's current position (or, if offered to, and accepted by, an employee, a position for which the employee is qualified with the FFC Employers at a salary commensurate with the position), (C) pay compensation to each person who was employed as of the Effective Time and who continues to be employed by the FFC Employers on and after the Effective Time, that is at least equal to the aggregate compensation that such person was receiving from DBC or the DBC Subsidiaries prior to the Effective Time (unless there is a material change in the duties and responsibilities of such employee), (ii) in the event that the FFC Employers shall continue to employ officers or employees of DBC and the DBC Subsidiaries as of the Effective Time, the FFC Employers shall employ such persons on the Effective Time as "at will" employees, and (iii) in the event the FFC Employers are not willing to employ, or terminate the employment (other than as a result of unsatisfactory performance of their respective duties and provided that a requirement to regularly perform duties at a location which is more than 25 miles from both an employee's principal place of employment with DBC and Drovers Bank and his residence as of the date of this Agreement may be treated as a termination of employment of such employee) of any officers or employees of DBC or the DBC Subsidiaries as of the Effective Time, the FFC Employers shall pay severance benefits to such employee (other than employees who receive payments under an Employment Obligation) as follows: (A) in the event employment is terminated on or prior to the date which is one year after the Effective Date, two week's salary plus one week's salary for each year of service with DBC or the DBC Subsidiaries, with a maximum of fifty-two week's salary; or (B) in the event employment is terminated thereafter, in accordance with the then existing severance policy of the Bank or its successor.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Fulton Financial Corp), Agreement and Plan of Merger (Drovers Bancshares Corp)

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Employment Arrangements. (a) From and after the Effective Time, (i) FFCFulton, Xxxxxx Bank, Advisors Premier Bank or another subsidiary of FFC Fulton (any such parties employing employees of Premier or a Premier subsidiary, the "FFC Fulton Employers") shall: (A) to satisfy each of the Employment Obligations (as defined in Section 3.17 herein), and (B) use its best good faith efforts to retain each present full-time employee of DBC Premier and the DBC Premier Subsidiaries at in such employee's current position and salary compensation (or, if offered to, and accepted by, an employee, a position for which the employee is qualified with the FFC Xxxxxx Employers at a salary compensation commensurate with the position), (C) pay compensation to each person who was employed as of the Effective Time and who continues to be employed by the FFC Employers on and after the Effective Time, that is at least equal to the aggregate compensation that such person was receiving from DBC or the DBC Subsidiaries prior to the Effective Time (unless there is a material change in the duties and responsibilities of such employee), (ii) in the event that the FFC Xxxxxx Employers shall continue to employ officers or employees of DBC Premier and the DBC Premier Subsidiaries as of the Effective Time, the FFC Xxxxxx Employers shall employ such persons on the Effective Time who are not Contract Employees (as that term is defined in Section 3.17 herein) as "at will" employees, and (iii) in the event the FFC Xxxxxx Employers are not willing to employ, or terminate the employment (other than as a result of unsatisfactory performance of their respective duties and provided that a requirement to regularly perform duties at a location which is more than 25 miles from both an employee's principal place of employment with DBC and Drovers Bank and his residence as of the date of this Agreement may be treated as a termination of employment of such employeeduties) of any officers or employees of DBC Premier or the DBC Premier Subsidiaries who are not Contract Employees and who do not receive any payment as a result of the Effective Timea Change of Control Agreement with Premier or Premier Bank, the FFC Fulton Employers shall pay severance benefits to such employee employees (other than employees who receive payments under an Employment ObligationContract Employees) as follows: (A) in the event employment is terminated on or prior to the date which is one year after the Effective Date, two the greater of (I) three months' salary or (II) one week's salary plus and one week's salary for each year of service with DBC Premier or the DBC Subsidiariesan Premier Subsidiary, with thereafter, up to a maximum of fifty-two week's 26 weeks' salary; or (B) in the event employment is terminated thereafter, in accordance with the then existing severance policy of the Bank Fulton or its successor.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Premier Bancorp Inc /Pa/), Agreement and Plan of Merger (Fulton Financial Corp)

Employment Arrangements. (a) From In arriving at the Merger Consideration, Fulton anticipated that xxxxe will be substantial consolidation of Somerset Bank's "back room" operations. Subject to that caveat, from and after the Effective Time, (i) FFCFulton, Xxxxxx Bank, Advisors Somerset Bank or another xxxxxxr subsidiary of FFC Fulton (any such parties xxxloying employees of Somerset or a Somerset Subsidiary, the "FFC Fulton Employers") shallshxxx: (A) to satisfy each of the Employment Obligations (as defined in Section 3.17 herein), and (B) use its best good faith efforts to retain each present full-time employee of DBC Somerset and the DBC Somerset Subsidiaries at in such employee's current position and salary compensation (or, if offered to, and accepted by, an employee, a position for which the employee is qualified with the FFC Fulton Employers at a salary compexxxxxxn commensurate with the position), (C) pay compensation to each person who was employed as of the Effective Time and who continues to be employed by the FFC Employers on and after the Effective Time, that is at least equal to the aggregate compensation that such person was receiving from DBC or the DBC Subsidiaries prior to the Effective Time (unless there is a material change in the duties and responsibilities of such employee), (ii) in the event that the FFC Fulton Employers shall continue coxxxxxx to employ officers or employees of DBC Somerset and the DBC Somerset Subsidiaries as of the Effective Time, the FFC Fulton Employers shall employ such emxxxx xuch persons on the Effective Time who are not Contract Employees (as defined in Section 3.17 herein) as "at at-will" employees, and (iii) in the event the FFC Fulton Employers are not willing xxx xxlling to employ, or terminate the employment (other than as a result of unsatisfactory performance of their respective duties and provided that a requirement to regularly perform duties at a location which is more than 25 miles from both an employee's principal place of employment with DBC and Drovers Bank and his residence as of the date of this Agreement may be treated as a termination of employment of such employeeduties) of of, any officers or employees of DBC Somerset or the DBC Somerset Subsidiaries as of the Effective Timewho are not Contract Employees, the FFC Fulton Employers shall pay severance pax xxxerance benefits to such employee employees (other than employees who receive payments under an Employment ObligationContract Employees) as follows: (A) in the event employment is terminated on or prior to the date which is one year after the Effective Date, two one week's salary plus and one week's salary for each year of service with DBC Somerset or the DBC Subsidiariesa Somerset Subsidiary, with thereafter, up to a maximum of fifty-two week's 26 weeks' salary; or (B) in the event employment is terminated thereafter, in accordance with the then existing severance policy of the Bank Fulton or its successor.

Appears in 1 contract

Samples: Agreement and Plan of Merger (SVB Financial Services Inc)

Employment Arrangements. (a) From and after the Effective Time, (i) FFCXxxxxx, Xxxxxx Bank, Advisors Resource Bank or another subsidiary of FFC Xxxxxx (any such parties employing employees of Resource or a Resource Subsidiary, the "FFC “Xxxxxx Employers") shall: (A) to satisfy each of the Employment Obligations (as defined in Section 3.17 herein), and (B) use its best good faith efforts to retain each present full-time employee of DBC Resource and the DBC Resource Subsidiaries at in such employee's ’s current position and salary compensation (or, if offered to, and accepted by, an employee, a position for which the employee is qualified with the FFC Xxxxxx Employers at a salary compensation commensurate with the position), (C) pay compensation to each person who was employed as of the Effective Time and who continues to be employed by the FFC Employers on and after the Effective Time, that is at least equal to the aggregate compensation that such person was receiving from DBC or the DBC Subsidiaries prior to the Effective Time (unless there is a material change in the duties and responsibilities of such employee), (ii) in the event that the FFC Xxxxxx Employers shall continue to employ officers or employees of DBC Resource and the DBC Resource Subsidiaries as of the Effective Time, the FFC Xxxxxx Employers shall employ such persons on the Effective Time who are not Contract Employees (as "at defined in Section 3.17 herein) as “at-will" employees, and (iii) in the event the FFC Xxxxxx Employers are not willing to employ, or terminate the employment (other than as a result of unsatisfactory performance of their respective duties and provided that a requirement to regularly perform duties at a location which is more than 25 miles from both an employee's principal place of employment with DBC and Drovers Bank and his residence as of the date of this Agreement may be treated as a termination of employment of such employeeduties) of of, any officers or employees of DBC Resource or the DBC Resource Subsidiaries as of the Effective Timewho are not Contract Employees, the FFC Xxxxxx Employers shall pay severance benefits to such employee employees (other than employees who receive payments under an Employment ObligationContract Employees) as follows: (A) in the event employment is terminated on or prior to the date which is one year after the Effective Date, two week's the greater of (I) three months’ salary plus or (II) one week's ’s salary and one week’s salary for each year of service with DBC Resource or the DBC Subsidiariesa Resource Subsidiary, with thereafter, up to a maximum of fifty-two week's 26 weeks’ salary; or (B) in the event employment is terminated thereafter, in accordance with the then existing severance policy of the Bank Xxxxxx or its successor.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Fulton Financial Corp)

Employment Arrangements. (a) From and after the Effective Time, (i) FFC, Xxxxxx Bank, Advisors FFC shall cause each of the SFC Subsidiaries or another subsidiary of FFC (the "FFC Employers") shalltheir respective successors: (A) to satisfy each of the Employment Obligations (as defined defined, and amended as set forth, in Section 3.17 herein), (B) use its their best efforts to retain each present full-time employee of DBC and the DBC Subsidiaries SCB at such employee's current position (or, if offered to, and accepted by, an employee, a position for which the employee is qualified with the FFC Employers or an FFC subsidiary bank at a salary commensurate with the position), (C) pay compensation to each person who was employed as of the Effective Time and who continues to be employed by the FFC Employers SFC on and after the Effective Time, that is at least equal to the aggregate compensation that such person was receiving from DBC SFC or the DBC SFC Subsidiaries prior to the Effective Time (unless there is a material change in the duties and responsibilities of such employee), (iiemployee).(ii) in the event that FFC causes the FFC Employers shall SFC Subsidiaries or their successors to continue to employ officers or employees of DBC SFC and the DBC SFC Subsidiaries as of the Effective Time, the FFC Employers SFC Subsidiaries or their successors shall employ such persons on the Effective Time who are not Contract Employees (as that term is defined in Section 3.17 herein) will be employed as "at will" employees, (iii) officers and employees of SFC and/or the SFC Subsidiaries who continue employment with SFC and/or the SFC Subsidiaries or their successors after the Effective Time and who are Contract Employees (as that term is defined in Section 3.17 herein) will be employed pursuant to the terms and conditions of their respective Employment Obligations, and (iiiiv) in the event the FFC Employers are SFC Subsidiaries or their successors do not willing to employ, or terminate the employment (other than as a result of unsatisfactory performance of their respective duties and provided that a requirement to regularly perform duties at a location which is more than 25 miles from both an employee's principal place of employment with DBC and Drovers Bank and his residence as of the date of this Agreement may be treated as a termination of employment of such employeeduties) of any officers or employees of DBC SFC or the DBC SFC Subsidiaries as of the Effective TimeTime who are not Contract Employees, FFC shall cause the FFC Employers shall SFC Subsidiaries or their successors to pay severance benefits to such employee (other than employees who receive payments under an Employment Obligation) as follows: (A) in the event employment is terminated on or prior to the date which is one year after the Effective Date, two one week's salary plus an additional one week's salary for each year of service with DBC SFC or the DBC SFC Subsidiaries, with a maximum of fifty-two week's salary; or (B) in the event employment is terminated thereafter, in accordance with the then existing severance policy of the Bank SCB or its successor.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Fulton Financial Corp)

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Employment Arrangements. (a) From In arriving at the Merger Consideration, Fxxxxx anticipated that there will be some consolidation of The Columbia Bank’s “back room” operations. Subject to that caveat, from and after the Effective Time, (i) FFCFxxxxx, Xxxxxx Bank, Advisors The Columbia Bank or another subsidiary of FFC Fxxxxx (any such parties employing employees of Columbia or a Columbia Subsidiary, the "FFC “Fxxxxx Employers") shall: (A) to satisfy each of the Employment Obligations (as defined in Section 3.17 herein)Obligations, and (B) use its best good faith efforts to retain each present full-time employee of DBC Columbia and the DBC Columbia Subsidiaries at in such employee's ’s current position and salary compensation (or, if offered to, and accepted by, an employee, a position for which the employee is qualified with the FFC Fxxxxx Employers at a salary compensation commensurate with the position), (C) pay compensation to each person who was employed as of the Effective Time and who continues to be employed by the FFC Employers on and after the Effective Time, that is at least equal to the aggregate compensation that such person was receiving from DBC or the DBC Subsidiaries prior to the Effective Time (unless there is a material change in the duties and responsibilities of such employee), (ii) in the event that the FFC Fxxxxx Employers shall continue to employ officers or employees of DBC Columbia and the DBC Columbia Subsidiaries as of the Effective Time, the FFC Fxxxxx Employers shall employ such persons on the Effective Time who are not Contract Employees as "at “at-will" employees, and (iii) in the event the FFC Fxxxxx Employers are not willing to employ, or terminate the employment (other than as a result of unsatisfactory performance of their respective duties and provided that a requirement to regularly perform duties at a location which is more than 25 miles from both an employee's principal place of employment with DBC and Drovers Bank and his residence as of the date of this Agreement may be treated as a termination of employment of such employeeduties) of of, any officers or employees of DBC Columbia or the DBC Columbia Subsidiaries as of the Effective Timewho are not Contract Employees, the FFC Fxxxxx Employers shall pay severance benefits to such employee employees (other than employees who receive payments under an Employment ObligationContract Employees) as follows: (A) in the event employment is terminated on or prior to the date which is one year after the Effective Date, two one week's ’s salary plus one week's ’s salary for each year of service with DBC Columbia or a Columbia Subsidiary, or predecessor of Columbia or a Columbia Subsidiary if such service was recognized by Columbia for the DBC Subsidiariespurposes of Columbia’s 401(k) Plan, with up to a maximum of fifty-two week's 26 weeks’ salary; or (B) in the event employment is terminated thereafter, in accordance with the then existing severance policy of the Bank Fxxxxx or its successor; or (C) as otherwise agreed between Fxxxxx and Columbia.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Fulton Financial Corp)

Employment Arrangements. (a) From and after the Effective Time, (i) FFC, Xxxxxx Bank, Advisors FFC shall cause each of the SFC Subsidiaries or another subsidiary of FFC (the "FFC Employers") shalltheir respective successors: (A) to satisfy each of the Employment Obligations (as defined defined, and amended as set forth, in Section 3.17 herein), (B) use its their best efforts to retain each present full-time employee of DBC and the DBC Subsidiaries SCB at such employee's current position (or, if offered to, and accepted by, an employee, a position for which the employee is qualified with the FFC Employers or an FFC subsidiary bank at a salary commensurate with the position), (C) pay compensation to each person who was employed as of the Effective Time and who continues to be employed by the FFC Employers SFC on and after the Effective Time, that is at least equal to the aggregate compensation that such person was receiving from DBC SFC or the DBC SFC Subsidiaries prior to the Effective Time (unless there is a material change in the duties and responsibilities of such employee), (iiemployee).(ii) in the event that FFC causes the FFC Employers shall SFC Subsidiaries or their successors to continue to employ officers or employees of DBC SFC and the DBC SFC Subsidiaries as of the Effective Time, the FFC Employers SFC Subsidiaries or their successors shall employ such persons on the Effective Time who are not Contract Employees (as that term is defined in Section 3.17 herein) will be employed as "at will" employees, (iii) officers and employees of SFC and/or the SFC Subsidiaries who continue employment with SFC and/or the SFC Subsidiaries or their successors after the Effective Time and who are Contract Employees (as that term is defined in Section 3.17 herein) will be employed pursuant to the terms and conditions of their respective Employment Obligations, and (iiiiv) in the event the FFC Employers are SFC Subsidiaries or their successors do not willing to employ, or terminate the employment (other than as a result of unsatisfactory performance of their respective duties and provided that a requirement to regularly perform duties at a location which is more than 25 miles from both an employee's principal place of employment with DBC and Drovers Bank and his residence as of the date of this Agreement may be treated as a termination of employment of such employeeduties) of any officers or employees of DBC SFC or the DBC SFC Subsidiaries as of the Effective TimeTime who are not Contract Employees, FFC shall cause the FFC Employers shall SFC Subsidiaries or their successors to pay severance benefits to such employee (other than employees who receive payments under an Employment Obligation) as follows: (A) in the event employment is terminated on or prior to the date which is one year after the Effective Date, two one week's salary plus an additional one week's salary for each year of service with DBC SFC or the DBC SFC Subsidiaries, with a maximum of fifty-two week's salary; or (B) in the event employment is terminated thereafter, in accordance with the then existing severance policy of the Bank SCB or its successor.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Skylands Financial Corp)

Employment Arrangements. (a) From In arriving at the Merger Consideration, Xxxxxx anticipated that there will be some consolidation of The Columbia Bank’s “back room” operations. Subject to that caveat, from and after the Effective Time, (i) FFCXxxxxx, Xxxxxx Bank, Advisors The Columbia Bank or another subsidiary of FFC Xxxxxx (any such parties employing employees of Columbia or a Columbia Subsidiary, the "FFC “Xxxxxx Employers") shall: (A) to satisfy each of the Employment Obligations (as defined in Section 3.17 herein)Obligations, and (B) use its best good faith efforts to retain each present full-time employee of DBC Columbia and the DBC Columbia Subsidiaries at in such employee's ’s current position and salary compensation (or, if offered to, and accepted by, an employee, a position for which the employee is qualified with the FFC Xxxxxx Employers at a salary compensation commensurate with the position), (C) pay compensation to each person who was employed as of the Effective Time and who continues to be employed by the FFC Employers on and after the Effective Time, that is at least equal to the aggregate compensation that such person was receiving from DBC or the DBC Subsidiaries prior to the Effective Time (unless there is a material change in the duties and responsibilities of such employee), (ii) in the event that the FFC Xxxxxx Employers shall continue to employ officers or employees of DBC Columbia and the DBC Columbia Subsidiaries as of the Effective Time, the FFC Xxxxxx Employers shall employ such persons on the Effective Time who are not Contract Employees as "at “at-will" employees, and (iii) in the event the FFC Xxxxxx Employers are not willing to employ, or terminate the employment (other than as a result of unsatisfactory performance of their respective duties and provided that a requirement to regularly perform duties at a location which is more than 25 miles from both an employee's principal place of employment with DBC and Drovers Bank and his residence as of the date of this Agreement may be treated as a termination of employment of such employeeduties) of of, any officers or employees of DBC Columbia or the DBC Columbia Subsidiaries as of the Effective Timewho are not Contract Employees, the FFC Xxxxxx Employers shall pay severance benefits to such employee employees (other than employees who receive payments under an Employment ObligationContract Employees) as follows: (A) in the event employment is terminated on or prior to the date which is one year after the Effective Date, two one week's ’s salary plus one week's ’s salary for each year of service with DBC Columbia or a Columbia Subsidiary, or predecessor of Columbia or a Columbia Subsidiary if such service was recognized by Columbia for the DBC Subsidiariespurposes of Columbia’s 401(k) Plan, with up to a maximum of fifty-two week's 26 weeks’ salary; or (B) in the event employment is terminated thereafter, in accordance with the then existing severance policy of the Bank Xxxxxx or its successor; or (C) as otherwise agreed between Xxxxxx and Columbia.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Columbia Bancorp)

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