Employment Matters; Employee Benefits. (a) It is understood and agreed that nothing in this Section 6.10 or elsewhere in this Agreement shall be deemed to be a contract of employment or be construed to give Limestone’s or any of its Subsidiaries’ employees any rights other than as employees at will under applicable law, and Limestone’s and its Subsidiaries’ employees shall not be deemed to be third-party beneficiaries of this Agreement. Employees of Limestone or any of its Subsidiaries who become employees of Peoples as a result of the Merger shall participate in either Limestone’s Compensation and Benefit Plans (for so long as Peoples determines necessary or appropriate) or in the employee benefit plans sponsored by Peoples for Peoples’ employees (with credit for their years of service with Limestone or its Subsidiaries for participation and vesting purposes under Peoples’ applicable plans, including credit for years of service and for seniority under vacation and sick pay plans and programs, but subject to the eligibility and other terms of such plans. In addition, to the extent Limestone’s employees participate in Peoples’ group health plan (instead of continued participation in Limestone’s group health plan), Peoples agrees (i) to waive all restrictions and limitations for pre-existing conditions under Peoples’ group health plan and applicable insurance policy and (ii) any eligible expenses incurred by such Limestone employees and his or her covered dependents shall be taken into account under Peoples’ group health plan to the extent such eligible expenses were incurred during the plan year of Peoples’ group health plan in which the Closing Date occurs for purposes of satisfying all deductible, coinsurance and maximum out-of-pocket requirements applicable.
Employment Matters; Employee Benefits. (a) The schedule provided to the Partnership by EA&E on July 14, 2016 contains a list of all persons who are employees, independent contractors or consultants providing services in connection with the Terminal Assets as of the date hereof (“Terminal Employees”), and sets forth for each such individual the following: (i) name; (ii) title or position (including whether full or part time); (iii) hire date; (iv) current annual base compensation rate; (v) commission, bonus or other incentive-based compensation; and (vi) a description of the fringe benefits provided to each such individual as of the date hereof. All compensation, including wages, commissions and bonuses payable to such Terminal Employees for services performed on or prior to the date hereof have been paid in full and, except as set forth on such schedule there are no outstanding agreements, understandings or commitments of the Contributors or Holdings with respect to any compensation, commissions or bonuses of such persons. All Terminal Employees characterized and treated by the Contributors or Holdings, as applicable, as consultants or independent contractors are properly treated as independent contractors under all applicable Laws. All Terminal Employees classified as exempt under the Fair Labor Standards Act and state and local wage and hour Laws are properly classified in all material respects.
Employment Matters; Employee Benefits. (a) The Disclosure Schedule sets forth a complete and correct list of all the names, current annual rates of salary, bonuses, employee benefits, accrued vacation times, sick pay and other compensation of all the present employees and agents (other than Independent Agents) of LD Services who provide services in connection with the Business and whose current annual cash compensation from LD Services (salary and bonus) is expected to equal or exceed $2,000. No employee or agent of LD Services is in violation of any term of any employment
Employment Matters; Employee Benefits. (a) It is understood and agreed that nothing in this Section 6.12 or elsewhere in this Agreement shall be deemed to be a contract of employment or be construed to give Futura employees any rights other than as employees at will under applicable law and Futura employees shall not be deemed to be third-party beneficiaries of this Agreement. Employees of Futura who become employees of First Citizens as a result of the Merger shall, as determined by First Citizens, participate in either Futura’s Compensation and Benefit Plans (for so long as First Citizens determines necessary or appropriate) or in the employee benefit plans sponsored by First Citizens for First Citizens’ employees (with credit for their years of service with Futura for participation and vesting purposes under First Citizens’ applicable plans), including credit for years of service and for seniority under vacation and sick pay plans and programs. In addition, to the extent Futura employees participate in First Citizens’ group health plan (instead of continued participation in Futura’s group health plan), First Citizens agrees to waive all restrictions and limitations for pre-existing conditions under First Citizens’ group health plan. In the event that, within 120 days after the Effective Date, a Futura employee (other than a Futura employee who has a written agreement with Futura or any of its Subsidiaries which provides for severance benefits) is either terminated by First Citizens, other than for cause, or voluntarily terminates because of a material diminution in the employee’s base compensation or because the geographic location at which the employee must perform his or her services is changed by more than 25 miles from the primary location at which such employee performs services at the Effective Time, then such terminated Futura employee shall be entitled to receive from First Citizens (i) up to a maximum of twenty-six (26) weeks of severance pay based upon a formula of two (2) weeks’ base pay for each year of service and (ii) payment of COBRA premiums for the period that such terminated Futura employee receives such severance benefits. For purposes of this Section 6.12(a), “employees of Futura” shall include employees of Futura or any of its Subsidiaries.
Employment Matters; Employee Benefits. 3.7.1 Schedule 3.7 contains a complete list of the names, positions and rates of compensation of all Persons employed by Seller as of the date of this Agreement who are primarily employed with respect to the Business. Except as set forth on Schedule 3.7, Seller is not a party to any employment agreement, written or oral, relating to employees of the Business which cannot be terminated at will by Seller.
Employment Matters; Employee Benefits. 28 6.17 Consents...................................................30 6.18
Employment Matters; Employee Benefits. (a) Except as set forth in Section 6.18 of this Agreement, it is understood and agreed that nothing in this Section 6.10 or elsewhere in this Agreement shall be deemed to be a contract of employment or be construed to give CNNB’s or any of its Subsidiaries’ employees any rights other than as employees at will under applicable law, and CNNB’s and its Subsidiaries’ employees shall not be deemed to be third-party beneficiaries of this Agreement. Employees of CNNB or any of its Subsidiaries who become employees of LCNB as a result of 52 the Merger shall participate in either CNNB Compensation and Benefit Plans (for so long as LCNB determines necessary or appropriate) or in the employee benefit plans sponsored by LCNB for LCNB’s employees (with credit for their years of service with CNNB or its Subsidiaries for participation and vesting purposes under LCNB’s applicable plans, to the extent such plans permit), including credit for years of service and for seniority under vacation and sick pay plans and programs, but subject to the eligibility and other terms of such plans. In addition, to the extent CNNB’s employees participate in LCNB’s group health plan (instead of continued participation in CNNB’s group health plan), LCNB agrees to waive all restrictions and limitations for pre-existing conditions under LCNB’s group health plan and applicable insurance policy to the extent that CNNB’s group health plan and insurance policy permit such waiver.
Employment Matters; Employee Benefits. Each of PCBI and Mercantile agree to the following arrangements following the Effective Time:
Employment Matters; Employee Benefits. 3.18.1 The Disclosure Schedule sets forth a complete and correct list of all the names, current annual rates of salary, bonuses, employee benefits, accrued vacation times, sick pay and other compensation of all the present employees and agents (other than Independent Agents) of LCCR who provide services in connection with the Business and whose current annual cash compensation from LCCR (salary and bonus) is expected to equal or exceed $2,000. No employee or agent of LCCR is in violation of any term of any employment contract, confidentiality agreement or other contract or agreement relating to the relationship of such employee with LCCR, or to the best of Shareholders' knowledge, any other party, because of the nature of the business now conducted or proposed to be conducted by LCCR. Except as disclosed in the Disclosure Schedule, there are no employment or consulting contracts or arrangements, including pensions, bonus or profit sharing plans, or other severance or termination contracts or arrangements which constitute contractual obligations of LCCR not terminable on thirty days' notice. No key employee of LCCR terminated his or her relationship with LCCR since the Balance Sheet Date, and no current key employee has indicated any present or future intention to terminate his or her relationship with LCCR.
Employment Matters; Employee Benefits. (a) Schedule 4.14(a) identifies (a) all employees currently employed by Seller and sets forth each employee’s: (i) rate of pay or annual compensation, (ii) bonus payments, (iii) job title, (iv) state of employment, (v) date of hire, (vi) annual vacation and sick time allowance and (vii) accrued vacation and sick time as of the Closing Date and (b) all consultants and independent contractors currently engaged by Seller or previously engaged by Seller at any time during the past twelve (12) months. Except as set forth in Schedule 4.14(a), (x) Seller is not delinquent in payments to any of its employees, consultants or independent contractors for any wages, salaries, commissions, bonuses or other compensation for any services performed by them through the Closing Date or amounts required to be reimbursed to such employees, (y) all employees of Seller are at-will employees and (z) except for the obligations to Transferred Employees arising under the Employment Agreements, upon termination of the employment or engagement of any such officers, directors, employees, consultants or independent contractors, Purchaser will not by reason of anything done prior to the Closing be liable to any of such officers, directors, employees, consultants or independent contractors for so-called “severance pay” or any other payments. Except as set forth in Schedule 4.14(a), no employee, consultant or independent contractor has informed Seller that such officer, employee, consultant or independent contractor will terminate his or her employment or engagement with Seller.
