Employment with Buyer. Buyer and Buyer Bank anticipate that Executive will be an at-will employee of Buyer and/or Buyer Bank following the Closing Date as Executive Vice President, Chief Risk Officer at a base salary rate of $210,000 per year.
Employment with Buyer. Concurrently with the signing of this Agreement Buyer and Buyer Bank shall each enter into employment agreements attached hereto as Appendix A and Appendix B with the Executive with such employment agreements to be effective as of the Closing Date at a base salary rate of $350,000 per year.
Employment with Buyer. Immediately after the actual date of hire of any Hired Millennix Employee by Buyer, each such Hired Millennix Employee shall be asked to execute an acknowledgment of employment with Buyer, acknowledging, among other things, that: (i) the employee’s employment with the Company has terminated and that such employee has no carry over rights with respect to any and all employee benefits relating to any former employment with the Company; (ii) upon execution of the appropriate documentation, such employee will be fully covered under the Buyer’s standard health insurance benefits; (iii) demotion and transfer of such employee may occur in the sole and absolute discretion of Buyer at any time, with or without cause and/or notice; and (iv) employment with Buyer is “at-will.” In addition, each Hired Millennix Employee must execute Buyer’s standard confidentiality and inventions assignment agreement.
Employment with Buyer. Buyer and Buyer Bank agree to employ the Executive following the Closing Date, and the Executive hereby agrees to such continued employment, the terms of which shall be memorialized in an employment agreement effective as of the Closing Date.
Employment with Buyer. Buyer shall offer to enter into employment agreements substantially in the form of EXHIBIT F hereto immediately prior to the Closing with those employees of Seller who are employed by Seller with respect to the Business at such time, as listed on SCHEDULE 8.01. Such offer of employment shall include provision for compensation at rates not less than the rates of compensation in effect for such employees immediately prior to the Closing Date as set forth on SCHEDULE 8.01 and such other terms and conditions as are set forth on SCHEDULE 8.01. (Those employees of Seller who accept employment with Buyer are hereinafter referred to as the "Transferred Employees.") Transferred Employees shall be offered employment for a term of not less than twelve (12) months after the Closing Date; PROVIDED, HOWEVER, that as long as he is an employee of Buyer, Xxxxxx Xxxxxx shall be entitled to terminate the employment of any Transferred Employee during such twelve (12) month period at his sole discretion. Buyer shall not be responsible for compensation, bonuses, sales commissions, severance and any other payment or benefits due to any Transferred Employee with respect to periods prior to the Closing. Buyer shall be responsible for the payment of severance, if any, to any employee of Seller whose employment is terminated after Closing for any reason with respect to periods after the Closing.
Employment with Buyer. Borrower has delivered to Buyer a list of all of the employees of Borrower who are employed by the Business as of the most recent date for which such information is available. With Borrower's permission, Buyer has extended offers of employment to such persons whose skills Buyer, in its sole discretion, has determined are necessary to the conduct of the Business after Closing, at salaries and benefits determined by Buyer. Such employees who accept Buyer's offer of employment with the reasonable expectation that such employment shall be for a limited period are referred to herein as "Term Employees" and shall be deemed to have become employees of Buyer as of the time of the Closing. Such employees who accept Buyer's offer of employment with the reasonable expectation that such employment shall be indefinite are referred to herein as "New Hires" and shall be deemed to have become employees of Buyer as of the time of the Closing. Such employees of Borrower to whom Buyer does not extend offers of employment and such employees of Borrower who do not accept an offer of employment from Buyer are referred to herein as "Nonhired Individuals".
Employment with Buyer. No later than two (2) days prior to the Closing, each Hired IT&E Employee shall execute an acknowledgment of employment with Buyer to be effective at the Closing, acknowledging, among other things, that: (i) the employee’s employment with the Seller has terminated and that such employee has no carry over rights with respect to any and all employee benefits relating to any former employment with the Seller, including, without limitation, any accrued vacation or other paid time off, all of which shall be and remain the sole responsibility of the Buyer and that such employee has been paid all wages or other cash remuneration due or owing to such employee as of the Closing Date and that Seller has made all 401(k) matching contributions with respect to such employee that are due as of the Closing Date; (ii) such employee has ninety (90) days to exercise the vested portion of such employee’s options to purchase Seller common stock, if any, after which time such options shall immediately terminate and be of no further force or effect, (iii) upon execution of the appropriate documentation, such employee will be fully covered under the Buyer’s standard health insurance benefits; (iv) demotion and transfer of such employee may occur in the sole and absolute discretion of Buyer at any time, with or without cause and/or notice; and (v) employment with Buyer is “at-will.”
Employment with Buyer. Buyer, as a successor employer, agrees to offer employment immediately after the Closing to all persons listed on SCHEDULE 8.01 hereto who, immediately prior to the Closing, are employed by Seller. Such offer of employment shall include provision for compensation at rates substantially similar to the rates of compensation in effect for such employees immediately prior to the Closing Date. (Those employees of Seller who accept employment with Buyer are hereinafter referred to as the "Transferred Employees.") Notwithstanding the foregoing, nothing herein shall be deemed to require Buyer to continue to employ any such Transferred Employee for any specific period of time after the Closing Date. Seller shall be responsible for the payment of severance, if any, to any employee of Seller who refuses employment with Buyer.
Employment with Buyer. (a) Effective as of each Closing Date, Seller shall have terminated all employees of the Centers included as part of the Purchased Business sold to Buyer on such Closing Date in accordance with all applicable Laws, and Seller shall pay all wages, salaries and other employee benefits due said employees up to and including such Closing Date.
(b) Buyer agrees to offer employment immediately after the sale of any Center included as part of the Purchased Business at a Closing hereunder to all persons who, immediately prior to such Closing, are employed by Seller with respect to such Center sold at such Closing as set forth on Schedule 6.4 of the Seller Disclosure Schedule (as updated prior to Closing in the Closing Statement), including, without limitation, employees on disability leave of absence or other leave of absence where reemployment rights are guaranteed by applicable Law. Such offer of employment shall include provision for compensation at rates substantially similar to the rates of compensation in effect for such employees immediately prior to such Closing Date as set forth on Schedule 6.4 of the Seller Disclosure Schedule (as updated prior to such Closing in the Closing Statement) (those employees of Seller who accept employment with Buyer are hereinafter referred to as the “Transferred Employees”). Notwithstanding the foregoing, nothing herein shall be deemed to require Buyer to continue to employ any such Transferred Employee for any specific period of time after any Closing Date, except that Buyer agrees not to discharge in the aggregate more than fifty (50) Transferred Employees during the sixty (60) day period after any Closing. Buyer shall be responsible for the payment of severance, if any, pursuant to the Buyer’s severance plan, if any, to any Transferred Employee whose employment is terminated by Buyer after the Closing. Seller shall retain at its cost or terminate in its sole discretion all employees of the Purchased Business who are not set forth on Schedule 6.4 of the Seller Disclosure Schedule (as may be updated prior to each Closing) or who reject Buyer’s offer of employment, and shall be responsible for any and all obligations or Liabilities that arise in connection with the employment and/or termination of such employees.
(c) Effective as of 11:59 P.M. Eastern Time on the Closing Date for any Center that is included as part of the Purchased Business, the Transferred Employees employed by such Center shall cease to participate in the ...
Employment with Buyer. (a) Unless set forth otherwise herein, Buyer shall offer employment, in a similar position with a reasonably comparable compensation package and in the same general geographic area, as of and effective upon the Closing to Sellers' Employees; provided, however, Buyer shall offer such employment only to such employees who present themselves to Buyer for employment within ten (10) days after the Closing or, if later, within ten (10) days after the expiration of any period of employment other than active employment, where they have the right to be reinstated to active employment under Law. Notwithstanding the previous sentence, however, Buyer shall have no obligation to offer employment to those of Sellers' Employees set forth on Schedule 9.2(a). For any such individual who is not actively employed by Sellers immediately prior to Closing, such employment with Buyer shall be effective as of the date the individual returns to work, and each such individual shall thereupon be treated as if the individual were one of Sellers' Employees unless set forth otherwise herein.
(b) Buyer shall be responsible for any severance benefits, available under a Severance Agreement to certain Transferred Employees, in the event Buyer terminates such Transferred Employee after forty-five (45) days from the Closing Date provided that such Transferred Employee is terminated no later than six (6) calendar months after the Closing Date.
(c) Nothing in this Section 9.2 or in other provisions of this Agreement shall create any third party beneficiary rights in any Person who is not party to this Agreement.
