Common use of Employment Matters; Employee Relations Clause in Contracts

Employment Matters; Employee Relations. PCCC has Previously Disclosed to FCB a listing of the names, years of credited service and current base salary or wage rates of all of PCCC’s, PCB’s and PFS’s employees as of September 30, 2004. PCCC, PCB and PFS each (i) has in all material respects paid in full to or accrued on behalf of all its respective directors, officers and employees all wages, salaries, commissions, bonuses, fees and other direct compensation for all labor or services performed by them, and all vacation pay, sick pay, severance pay, overtime pay and other amounts for which it is obligated under applicable law or its existing agreements, benefit plans, policies or practices, (provided, however, that no accrual has been made for bonuses that may be granted pursuant to PCB’s Management Incentive Plan for 2004, and notwithstanding anything to the contrary contained in this Agreement, FCB acknowledges that the administration of bonuses pursuant to the PCB Management Incentive Plan for 2004 will be based on PCB’s financial performance exclusive of any fees or expenses incurred in connection with this Agreement, or any compensation paid in connection with employment, consulting or other similar agreements entered into in connection with this Agreement), and (ii) is in compliance with all applicable federal, state and local laws, statutes, rules and regulations with regard to employment and employment practices, terms and conditions, wages and hours and other compensation matters. To the Best Knowledge of PCCC, no person has asserted that either PCCC, PCB or PFS is liable in any amount for any arrearage in wages or employment taxes or for any penalties for failure to comply with any of the foregoing. There is no action, suit or proceeding by any person pending or, to the Best Knowledge of PCCC, threatened, against PCCC, PCB or PFS (or any of its employees), involving employment discrimination, sexual harassment, wrongful discharge or similar claims. Neither PCCC, PCB nor PFS is a party to or bound by any collective bargaining agreement with any of its employees, any labor union or any other collective bargaining unit or organization. There is no pending or threatened labor dispute, work stoppage or strike involving PCCC, PCB or PFS and any of their employees, or any pending or threatened proceeding in which it is asserted that PCCC, PCB or PFS has committed an unfair labor practice; and to the Best Knowledge of PCCC, there is no activity involving it or any of its employees seeking to certify a collective bargaining unit or engaging in any other labor organization activity.

Employment Matters; Employee Relations. PCCC has Previously Disclosed to FCB a listing of the names, years of credited service Catawba and current base salary or wage rates of all of PCCC’s, PCB’s and PFS’s employees as of September 30, 2004. PCCC, PCB and PFS each Bancshares (i) has in all material respects -------------------------------------- have paid in full to or accrued on behalf of all its respective directors, officers officers, and employees all wages, salaries, commissions, bonuses, fees and other direct compensation for all labor or services performed by them, and all vacation payfees, sick pay, severance pay, overtime pay all other amounts promised to the extent required by law or when Catawba or Bancshares have a policy of making such payments and other amounts direct compensation for which it is obligated under applicable law or its existing agreements, benefit plans, policies or practices, (provided, however, that no accrual has been made for bonuses that may be granted pursuant to PCB’s Management Incentive Plan for 2004, and notwithstanding anything all services performed by them to the contrary contained in date of this Agreement, FCB acknowledges that the administration of bonuses pursuant to the PCB Management Incentive Plan for 2004 will be based on PCB’s financial performance exclusive of any fees or expenses incurred in connection with this Agreement, or any compensation paid in connection with employment, consulting or other similar agreements entered into in connection with this Agreement), Agreement and (ii) is in compliance with all applicable federal, state state, and local laws, statutes, rules rules, and regulations with regard to employment and employment practices, terms and conditions, and wages and hours hours, and other compensation matters. To the Best Knowledge of PCCC, ; and no person has has, to the best knowledge of management of Catawba and Bancshares, asserted that either PCCC, PCB Catawba or PFS Bancshares is liable in any amount for any arrearage arrearages in wages or employment taxes or for any penalties for failure to comply with any of the foregoing. There is no action, suit suit, or proceeding by any person pending or, to the Best Knowledge best knowledge of PCCCmanagement of Catawba and Bancshares, threatened, against PCCC, PCB Catawba or PFS Bancshares (or any of its employees), involving employment discrimination, sexual harassment, wrongful discharge discharge, or similar claims. Neither PCCC, PCB Catawba nor PFS Bancshares is a party to or bound by any collective bargaining agreement with any of its employees, any labor union union, or any other collective bargaining unit or organization. There is no pending or threatened labor dispute, work stoppage stoppage, or strike involving PCCC, PCB Catawba or PFS Bancshares and any of their its employees, or any pending or threatened proceeding in which it is asserted that PCCC, PCB Catawba or PFS Bancshares has committed an unfair labor practice; and to the Best Knowledge management of PCCC, there Catawba and Bancshares is no not aware of any activity involving it them or any of its their employees seeking to certify a collective bargaining unit or engaging in any other labor organization activity.

Employment Matters; Employee Relations. PCCC Bank of Richmond has Previously Disclosed to FCB Financial Holdings a listing of the names, years of credited service and current base salary or wage rates of all of PCCC’s, PCB’s and PFS’s its employees as of September 30December 31, 20042006. PCCC, PCB and PFS each Bank of Richmond (i) has in all material respects in the ordinary course of its business paid in full to or accrued on behalf of all its respective directors, officers and employees all wages, salaries, commissions, bonuses, fees and other direct compensation for all labor or services performed by themthem to the date of this Agreement, and all vacation pay, sick pay, severance pay, overtime pay and other amounts for which it is obligated under applicable law or its existing agreements, benefit plans, policies or practices, (provided, however, that no accrual has been made for bonuses that may be granted pursuant to PCB’s Management Incentive Plan for 2004, and notwithstanding anything to the contrary contained in this Agreement, FCB acknowledges that the administration of bonuses pursuant to the PCB Management Incentive Plan for 2004 will be based on PCB’s financial performance exclusive of any fees or expenses incurred in connection with this Agreement, or any compensation paid in connection with employment, consulting or other similar agreements entered into in connection with this Agreement), ; and (ii) is in all material respects in compliance with all applicable federal, state state, and local laws, statutes, rules rules, and regulations with regard to employment and employment practices, terms and conditions, and wages and hours hours, and other compensation matters. To No person has, to the Best Knowledge of PCCCmanagement of Bank of Richmond, no person has asserted that either PCCC, PCB or PFS Bank of Richmond is liable in any amount for any arrearage arrearages in wages or employment taxes or for any penalties for failure to comply with any of the foregoing. There is no action, suit suit, or proceeding by any person pending or, to the Best Knowledge of PCCCmanagement of Bank of Richmond, threatened, against PCCC, PCB or PFS Bank of Richmond (or any of its employees), involving employment discrimination, sexual harassment, wrongful discharge discharge, or similar claims. Neither PCCCBank of Richmond is in all material respects in compliance with all applicable laws and regulations relating to employment or the workplace, PCB nor PFS including, without limitation, provisions relating to wages, hours, collective bargaining, safety and health, work authorization, equal employment opportunity, immigration and the withholding of income taxes, unemployment compensation, workers compensation, employee privacy and right to know and social security contributions. Bank of Richmond is not a party to or bound by any collective bargaining agreement with any of its employees, any labor union union, or any other collective bargaining unit or organization. There is no pending or or, to the Best Knowledge of management of Bank of Richmond, threatened labor dispute, work stoppage stoppage, or strike involving PCCC, PCB or PFS Bank of Richmond and any of their its employees, or any pending or or, to the Best Knowledge of management of Bank of Richmond, threatened proceeding in which it is asserted that PCCC, PCB or PFS Bank of Richmond has committed an unfair labor practice; and and, to the Best Knowledge of PCCCmanagement of Bank of Richmond, there is no activity involving it or any of its employees seeking to certify a collective bargaining unit or engaging in any other labor organization activity.

Employment Matters; Employee Relations. PCCC SFC has Previously Disclosed to FCB a listing of the names, years of credited service and current base salary or wage rates of all employees of PCCC’s, PCB’s and PFS’s employees the respective SFC Companies’ as of September 30, 2004the last day of the calendar month immediately preceding the date of this Agreement. PCCC, PCB and PFS each Each of the SFC Companies (ia) has in all material respects paid in full to or or, to the extent required by GAAP, accrued on behalf of all its respective directors, officers and employees all wages, salaries, commissions, bonuses, fees and other direct compensation for all labor or services performed by them, and all vacation pay, sick pay, severance pay, overtime pay and other amounts for which it is obligated under applicable law or its existing agreements, benefit plans, policies or practices, (provided, however, that no accrual has been made for bonuses that may be granted pursuant to PCB’s Management Incentive Plan for 2004, and notwithstanding anything to the contrary contained in this Agreement, FCB acknowledges that the administration of bonuses pursuant to the PCB Management Incentive Plan for 2004 will be based on PCB’s financial performance exclusive of any fees or expenses incurred in connection with this Agreement, or any compensation paid in connection with employment, consulting or other similar agreements entered into in connection with this Agreement), and (iib) is in compliance with all applicable federal, state and local laws, statutes, rules and regulations with regard to employment and employment practices, terms and conditions, wages and hours and other compensation matters. To the Best Knowledge of PCCCSFC, no person has asserted that either PCCC, PCB or PFS is any of the SFC Companies are liable in any amount for any arrearage in wages or employment taxes or for any penalties for failure to comply with any of the foregoing. There is no action, suit or proceeding by any person pending or, to the Best Knowledge of PCCCSFC, threatened, against PCCC, PCB or PFS any of the SFC Companies (or any of its their employees), involving alleging employment discrimination, sexual harassment, wrongful discharge or similar claimsclaims involving any of the SFC Companies. Neither PCCC, PCB nor PFS is a party None of the SFC Companies are parties to or bound by any collective bargaining agreement with any of its their employees, any labor union or any other collective bargaining unit or organization. There is no pending or or, to the Best Knowledge of SFC, threatened labor dispute, work 16 stoppage or strike involving PCCC, PCB or PFS any of the SFC Companies and any of their respective employees, or any pending or threatened proceeding in which it is asserted that PCCC, PCB or PFS has any of the SFC Companies have committed an unfair labor practice; and to the Best Knowledge of PCCCSFC, there is no activity involving it or the employees of any of its employees the SFC Companies seeking to certify a collective bargaining unit or engaging in any other labor organization activity. 3.25.

Employment Matters; Employee Relations. PCCC has Main Street and Piedmont have Previously Disclosed to FCB Yadkin a listing of the names, years of credited service and current base salary or wage rates of all of PCCC’s, PCB’s and PFS’s their employees as of September 30December 31, 20042001. PCCC, PCB Main Street and PFS each Piedmont (i) has each have in all material respects paid in full to or accrued on behalf of all its their respective directors, officers and employees all wages, salaries, commissions, bonuses, fees and other direct compensation for all labor or services performed by themthem to the date of this Agreement, and all vacation pay, sick pay, severance pay, overtime pay and other amounts for which it is obligated under applicable law or its Main Street's or Piedmont's existing agreements, benefit plans, policies or practices, (provided, however, that no accrual has been made for bonuses that may be granted pursuant to PCB’s Management Incentive Plan for 2004, and notwithstanding anything to the contrary contained in this Agreement, FCB acknowledges that the administration of bonuses pursuant to the PCB Management Incentive Plan for 2004 will be based on PCB’s financial performance exclusive of any fees or expenses incurred in connection with this Agreement, or any compensation paid in connection with employment, consulting or other similar agreements entered into in connection with this Agreement), ; and (ii) is are each in compliance with all applicable federal, state and local laws, statutes, rules and regulations with regard to employment and employment practices, terms and conditions, and wages and hours and other compensation matters. To ; and, no person has, to the Best Knowledge of PCCCmanagement of Main Street and Piedmont, no person has asserted that either PCCC, PCB Main Street or PFS Piedmont is liable in any amount for any arrearage in wages or employment taxes or for any penalties for failure to comply with any of the foregoing. There is no action, suit or proceeding by any person pending or, to the Best Knowledge of PCCCmanagement of Main Street or Piedmont, threatened, against PCCC, PCB Main Street or PFS Piedmont (or any employees of its employeesMain Street or Piedmont), involving employment discrimination, sexual harassment, wrongful discharge or similar claims. Neither PCCC, PCB Xxxxxxx Xxxx Xxxxxx nor PFS Piedmont is a party to or bound by any collective bargaining agreement with any of its employees, any labor union or any other collective bargaining unit or organization. There is no pending or threatened labor dispute, work stoppage or strike involving PCCC, PCB Main Street or PFS Piedmont and any of their employees, or any pending or threatened proceeding in which it is asserted that PCCC, PCB Main Street or PFS Piedmont has committed an unfair labor practice; and and, to the Best Knowledge of PCCCmanagement of Main Street and Piedmont, there is no activity involving it Main Street, Piedmont, or any of its their employees seeking to certify a collective bargaining unit or engaging in any other labor organization activity.

Employment Matters; Employee Relations. PCCC SFC has Previously Disclosed to FCB a listing of the names, years of credited service and current base salary or wage rates of all employees of PCCC’s, PCB’s and PFS’s employees the respective SFC Companies’ as of September 30, 2004the last day of the calendar month immediately preceding the date of this Agreement. PCCC, PCB and PFS each Each of the SFC Companies (ia) has in all material respects paid in full to or or, to the extent required by GAAP, accrued on behalf of all its respective directors, officers and employees all wages, salaries, commissions, bonuses, fees and other direct compensation for all labor or services performed by them, and all vacation pay, sick pay, severance pay, overtime pay and other amounts for which it is obligated under applicable law or its existing agreements, benefit plans, policies or practices, (provided, however, that no accrual has been made for bonuses that may be granted pursuant to PCB’s Management Incentive Plan for 2004, and notwithstanding anything to the contrary contained in this Agreement, FCB acknowledges that the administration of bonuses pursuant to the PCB Management Incentive Plan for 2004 will be based on PCB’s financial performance exclusive of any fees or expenses incurred in connection with this Agreement, or any compensation paid in connection with employment, consulting or other similar agreements entered into in connection with this Agreement), and (iib) is in compliance with all applicable federal, state and local laws, statutes, rules and regulations with regard to employment and employment practices, terms and conditions, wages and hours and other compensation matters. To the Best Knowledge of PCCCSFC, no person has asserted that either PCCC, PCB or PFS is any of the SFC Companies are liable in any amount for any arrearage in wages or employment taxes or for any penalties for failure to comply with any of the foregoing. There is no action, suit or proceeding by any person pending or, to the Best Knowledge of PCCCSFC, threatened, against PCCC, PCB or PFS any of the SFC Companies (or any of its their employees), involving alleging employment discrimination, sexual harassment, wrongful discharge or similar claimsclaims involving any of the SFC Companies. Neither PCCC, PCB nor PFS is a party None of the SFC Companies are parties to or bound by any collective bargaining agreement with any of its their employees, any labor union or any other collective bargaining unit or organization. There is no pending or or, to the Best Knowledge of SFC, threatened labor dispute, work stoppage or strike involving PCCC, PCB or PFS any of the SFC Companies and any of their respective employees, or any pending or threatened proceeding in which it is asserted that PCCC, PCB or PFS has any of the SFC Companies have committed an unfair labor practice; and to the Best Knowledge of PCCCSFC, there is no activity involving it or the employees of any of its employees the SFC Companies seeking to certify a collective bargaining unit or engaging in any other labor organization activity.

Employment Matters; Employee Relations. PCCC First Savings has -------------------------------------- Previously Disclosed to FCB BancShares a listing of the names, years of credited service and current base salary or wage rates of all employees of PCCC’s, PCB’s and PFS’s employees First Savings or FSB as of September 30February 28, 20041997. PCCC, PCB First Savings and PFS FSB each (iI) has in all material respects paid in full to or accrued on behalf of all its respective directors, officers and employees all wages, salaries, commissions, bonuses, fees and other direct compensation for all labor or services performed by themrendered, and all vacation pay, sick pay, severance pay, overtime pay and other amounts for which it is obligated under applicable law or its First Savings' or FSB's existing agreements, benefit plans, policies or practices, (provided, however, that no accrual has been made for bonuses that may be granted pursuant to PCB’s Management Incentive Plan for 2004, and notwithstanding anything to the contrary contained in this Agreement, FCB acknowledges that the administration of bonuses pursuant to the PCB Management Incentive Plan for 2004 will be based on PCB’s financial performance exclusive of any fees or expenses incurred in connection with this Agreement, or any compensation paid in connection with employment, consulting or other similar agreements entered into in connection with this Agreement), and (iiII) is in compliance with all applicable federal, state and local laws, statutes, rules and regulations with regard to employment and employment practices, terms and conditions, and wages and hours and other compensation matters. To ; and, no person has, to the Best Knowledge of PCCCmanagement of First Savings or FSB, no person has asserted that either PCCC, PCB First Savings or PFS FSB is liable in any amount for any arrearage arrearages in wages or employment taxes or for any penalties for failure to comply with any of the foregoing. There is no action, suit or proceeding by any person pending or, to the Best Knowledge of PCCCmanagement of First Savings or FSB, threatened, against PCCC, PCB First Savings or PFS FSB (or any of its their respective employees), involving employment discrimination, sexual harassment, wrongful discharge or similar claims. Neither PCCC, PCB First Savings nor PFS FSB is a party to or bound by any collective bargaining agreement with any of its employees, any labor union or any other collective bargaining unit or organization. There is no pending or threatened labor dispute, work stoppage or strike involving PCCC, PCB First Savings or PFS FSB and any of their its employees, or any pending or threatened proceeding in which it is asserted that PCCC, PCB First Savings or PFS FSB has committed an unfair labor practice; and and, to the Best Knowledge of PCCCmanagement of First Savings and FSB, there is no activity involving it or any of its employees seeking to certify a collective bargaining unit or engaging in any other labor organization activity.

Employment Matters; Employee Relations. PCCC CNB has Previously Disclosed to FCB MFC a listing of the names, years of credited service and current base salary or wage rates of all of PCCC’s, PCB’s its and PFS’s Community's employees as of September 30June 1, 20042002. PCCC, PCB CNB and PFS Community each (i) has in all material respects paid in full to or accrued on behalf of all its respective directors, officers and employees all wages, salaries, commissions, bonuses, fees and other direct compensation for all labor or services performed by themthem to the date of this Agreement, and all vacation pay, sick pay, severance pay, overtime pay and other amounts for which it is obligated under applicable law or its existing agreements, benefit plans, policies or practices, (provided, however, that no accrual has been made for bonuses that may be granted pursuant to PCB’s Management Incentive Plan for 2004, and notwithstanding anything to the contrary contained in this Agreement, FCB acknowledges that the administration of bonuses pursuant to the PCB Management Incentive Plan for 2004 will be based on PCB’s financial performance exclusive of any fees or expenses incurred in connection with this Agreement, or any compensation paid in connection with employment, consulting or other similar agreements entered into in connection with this Agreement), and (ii) is in compliance with all applicable federal, state and local laws, statutes, rules and regulations with regard to employment and employment practices, terms and conditions, wages and hours and other compensation matters. To ; and no person has, to the Best Knowledge of PCCCCNB, no person has asserted that either PCCC, PCB CNB or PFS Community is liable in any amount for any arrearage in wages or employment taxes or for any penalties for failure to comply with any of the foregoing. There is no action, suit or proceeding by any person pending or, to the Best Knowledge of PCCCCNB, threatened, against PCCC, PCB CNB or PFS Community (or any of its employees), involving employment discrimination, sexual harassment, wrongful discharge or similar claims. Neither PCCC, PCB CNB nor PFS Community is a party to or bound by any collective bargaining agreement with any of its employees, any labor union or any other collective bargaining unit or organization. There is no pending or threatened labor dispute, work stoppage or strike involving PCCC, PCB CNB or PFS Community and any of their employees, or any pending or threatened proceeding in which it is asserted that PCCC, PCB CNB or PFS Community has committed an unfair labor practice; and to the Best Knowledge of PCCCCNB, there is no activity involving it or any of its employees seeking to certify a collective bargaining unit or engaging in any other labor organization activity.

Employment Matters; Employee Relations. PCCC CNB has Previously Disclosed to FCB MFC a listing of the names, years of credited service and current base salary or wage rates of all of PCCC’s, PCB’s its and PFS’s Community's employees as of September 30June 1, 20042002. PCCC, PCB CNB and PFS Community each (i) has in all material respects paid in full to or accrued on behalf of all its respective directors, officers and employees all wages, salaries, commissions, bonuses, fees and other direct compensation for all labor or services performed by themthem to the date of this Agreement, and all vacation pay, sick pay, severance pay, overtime pay and other amounts for which it is obligated under applicable law or its existing agreements, benefit plans, policies or practices, (provided, however, that no accrual has been made for bonuses that may be granted pursuant to PCB’s Management Incentive Plan for 2004, and notwithstanding anything to the contrary contained in this Agreement, FCB acknowledges that the administration of bonuses pursuant to the PCB Management Incentive Plan for 2004 will be based on PCB’s financial performance exclusive of any fees or expenses incurred in connection with this Agreement, or any compensation paid in connection with employment, consulting or other similar agreements entered into in connection with this Agreement), and (ii) is in compliance with all applicable federal, state and local laws, statutes, rules and regulations with regard to employment and employment practices, terms and conditions, wages and hours and other compensation matters. To ; and no person has, to the Best Knowledge of PCCCCNB, no person has asserted that either PCCC, PCB CNB or PFS Community is liable in any amount for any arrearage in wages or employment taxes or for any penalties for failure to comply with any of the foregoing. EXHIBIT 2.2 There is no action, suit or proceeding by any person pending or, to the Best Knowledge of PCCCCNB, threatened, against PCCC, PCB CNB or PFS Community (or any of its employees), involving employment discrimination, sexual harassment, wrongful discharge or similar claims. Neither PCCC, PCB CNB nor PFS Community is a party to or bound by any collective bargaining agreement with any of its employees, any labor union or any other collective bargaining unit or organization. There is no pending or threatened labor dispute, work stoppage or strike involving PCCC, PCB CNB or PFS Community and any of their employees, or any pending or threatened proceeding in which it is asserted that PCCC, PCB CNB or PFS Community has committed an unfair labor practice; and to the Best Knowledge of PCCCCNB, there is no activity involving it or any of its employees seeking to certify a collective bargaining unit or engaging in any other labor organization activity.