Common use of Labor Relations and Employment Agreements Clause in Contracts

Labor Relations and Employment Agreements. Neither Premier nor any of the Premier Subsidiaries are a party to or bound by any collective bargaining agreement. Premier and the Premier Subsidiaries enjoy good working relationships with their employees, and there are no labor disputes pending, or to the Knowledge of Premier or Premier Bank threatened, that might materially and adversely affect the condition (financial or otherwise), assets, liabilities, business, operations or prospects of Premier or the Premier Subsidiaries. Except as disclosed in Schedule 3.17, neither Premier nor the Premier Subsidiaries have any employment contract, change of control agreement or policy, severance agreement, deferred compensation agreement, consulting agreement or similar obligation (including the amendments referred to below, an "Employment Obligation") with any director, officer, employee, agent or consultant; provided however, that, as of the date of this Agreement (and effective as of the Effective Time), each of Xxxxx X. Frame, Xxxx X. Xxxxxxxxxx and Xxxx X. Xxxxxx has executed an employment agreement with Premier Bank so as to, among other things, consent to certain respective changes in their duties, powers and functions following the Merger and waiving any right to obtain "change of control" or severance payments as a result of the Merger, such agreements to be substantially in the form of Exhibit D attached hereto. For the purposes of this Agreement, Messrs. Frame, Soffronoff and Xxxxxx, shall be referred to herein as the "Contract Employees". Except as disclosed in Schedule 3.17, as of the Effective Time (as defined in Section 9.2 herein), neither Premier nor the Premier Subsidiary will have any liability for employee termination rights arising out of any Employment Obligation and neither the execution nor the consummation of this Agreement shall, by itself, entitle any employee of Premier or the Premier Subsidiaries to any "change of control" payments or benefits. Except as set forth on Schedule 3.17, no payment that is owed or may become due to any director, officer, employee, or agent of Premier or an Premier Subsidiary will be non-deductible to Premier or an Premier Subsidiary or subject to tax under IRC (S) 280G or (S) 4999; nor will Premier or an Premier Subsidiary be required to "gross up" or otherwise compensate any such person because of the imposition of any excise tax on a payment to such person.

Labor Relations and Employment Agreements. Neither Premier Covenant nor any of the Premier Covenant Subsidiaries are is a party to or bound by any collective bargaining agreement. Premier Covenant and the Premier Covenant Subsidiaries enjoy good working relationships with their employees, and there are no labor disputes pending, or to the Knowledge of Premier or Premier Bank Covenant threatened, that might materially would have a Material Adverse Effect on Covenant. To Covenant’s Knowledge, in the last five (5) years, (i) no allegations of sexual harassment have been made against any employee at the level of Vice President or above, and adversely affect (ii) neither Covenant nor any of the condition (financial Covenant Subsidiaries has entered into any settlement agreements related to allegations of sexual harassment or otherwise), assets, liabilities, business, operations misconduct by any employee at the level of Vice President or prospects of Premier or the Premier Subsidiariesabove. Except as disclosed in Schedule 3.173.23, neither Premier nor the Premier Subsidiaries have any employment contract, change of control agreement or policy, severance agreement, deferred compensation agreement, consulting agreement or similar obligation (including the amendments referred to below, an "Employment Obligation") with any director, officer, employee, agent or consultant; provided however, that, as of the date of this Agreement (and effective as of the Effective Time), each of Xxxxx X. Frame, Xxxx X. Xxxxxxxxxx and Xxxx X. Xxxxxx has executed an employment agreement with Premier Bank so as to, among other things, consent to certain respective changes in their duties, powers and functions following the Merger and waiving any right to obtain "change of control" or severance payments as a result of the Merger, such agreements to be substantially in the form of Exhibit D attached hereto. For the purposes of this Agreement, Messrs. Frame, Soffronoff and Xxxxxx, shall be referred to herein as the "Contract Employees". Except as disclosed in Schedule 3.17, as of the Effective Time (as defined in Section 9.2 herein), neither Premier Covenant nor the Premier Subsidiary Covenant Subsidiaries will have any liability for employee termination rights or payments arising out of any Employment Obligation Obligation, and neither the execution of this Agreement nor the consummation of this Agreement the Merger shall, by itself, entitle any employee of Premier Covenant or the Premier Covenant Subsidiaries to any "“change of control" ” payments or benefits. Except as set forth on Schedule 3.173.23, no payment that is owed or may become due to any director, officer, employee, or agent of Premier Covenant or an Premier any Covenant Subsidiary as a result of the consummation of the Merger will be non-deductible to Premier Covenant or an Premier any Covenant Subsidiary or subject to tax under IRC (S) Internal Revenue Code of 1986, §280G or (S) §4999; nor nor, except as set forth on Schedule 3.23, will Premier Covenant or an Premier any Covenant Subsidiary be required to "“gross up" ” or otherwise compensate any such person because of the imposition of any excise tax on a payment to such personperson as a result of the consummation of the Merger.

Labor Relations and Employment Agreements. Neither Premier Columbia nor any of the Premier Columbia Subsidiaries are is a party to or bound by any collective bargaining agreement. Premier To their Knowledge, Columbia and the Premier Columbia Subsidiaries enjoy good working relationships with their employees, and there are no labor disputes pending, or to the Knowledge of Premier Columbia or Premier The Columbia Bank threatened, that might materially and adversely affect the condition (financial or otherwise), assets, liabilities, business, operations or prospects of Premier or the Premier Subsidiarieswould have a Columbia Material Adverse Effect. Except as disclosed in Schedule 3.17, neither Premier Columbia nor any of the Premier Columbia Subsidiaries have has any employment contract, change of control agreement or policy, severance agreement, deferred compensation agreement, consulting agreement or similar obligation (including the amendments referred to belowany related amendments, each an "“Employment Obligation"”) with any director, officer, employee, agent or consultant; provided however, that, as of the date of this Agreement (and effective as of the Effective Time), each of Xxxxx X. Frame, Xxxx X. Xxxxxxxxxx Xxxx, Xx. and Xxxx X. Xxxxxx Xxxxxxxx, Xx. (the “Contract Employees”) has executed an employment agreement agreements (the “Employment Agreements”) with Premier Xxxxxx and The Columbia Bank so as to, among other things, (i) consent to certain respective changes in their respective duties, powers and functions following the Merger and waiving any right to obtain "change of control" or severance payments as a result of the Merger, such agreements to be substantially in the form of Exhibit D attached hereto. For hereto and (ii) provide for the purposes payment of this Agreement, Messrs. Frame, Soffronoff and Xxxxxx, shall be referred to herein as a portion of the "Contract Employees"“change of control” payments due under their existing employment agreements with Columbia or The Columbia Bank. Except as disclosed in Schedule 3.17, as of the Effective Time (as defined in Section 9.2 herein), neither Premier Columbia nor the Premier Subsidiary Columbia Subsidiaries will have any liability for employee termination rights arising out of any Employment Obligation and neither the execution of this Agreement nor the consummation of this Agreement the Merger shall, by itself, entitle any employee of Premier Columbia or the Premier Columbia Subsidiaries to any "“change of control" ” payments or benefits. Except as set forth on Schedule 3.17, no payment that is owed or may become due to any director, officer, employee, or agent of Premier Columbia or an Premier any Columbia Subsidiary as a result of the consummation of the Merger will be non-deductible to Premier Columbia or an Premier any Columbia Subsidiary or subject to tax under IRC (S) § 280G or (S) § 4999; nor nor, except as set forth on Schedule 3.17, will Premier Columbia or an Premier any Columbia Subsidiary be required to "“gross up" ” or otherwise compensate any such person because of the imposition of any excise tax on a payment to such personperson as a result of the consummation of the Merger.

Labor Relations and Employment Agreements. Neither Premier Somerset nor any of the Premier Somerset Subsidiaries are is a party to or bound by any collective bargaining agreement. Premier To their Knowledge, Somerset and the Premier Somerset Subsidiaries enjoy good working relationships with their employees, and there are no labor disputes pending, or to the Knowledge of Premier Somerset or Premier Somerset Bank threatened, that might materially and adversely affect the condition (financial or otherwise), assets, liabilities, business, operations or prospects of Premier Somerset or the Premier Somerset Subsidiaries. Except as disclosed in Schedule 3.17, neither Premier -------------- Somerset nor any of the Premier Somerset Subsidiaries have has any employment contract, change of control agreement or policy, severance agreement, deferred compensation agreement, consulting agreement or similar obligation (including the amendments referred to belowto, an "Employment Obligation") with any director, officer, employee, agent or consultant; provided however, that, (i) as of the date of this Agreement (and effective as of the Effective Time), each of Xxxxx Robert P. Corcoran and Arxxxx X. Frame, Xxxx X. Xxxxxxxxxx Xxxxxxxx xas exexxxxx xxxxxxxxxx agreements (the "Employment Agreements") with Fulton and Xxxx X. Xxxxxx has executed an employment agreement with Premier Somerset Bank so as xx xx to, among other things, (A) consent to certain respective changes in their respective duties, powers and functions following the Merger and waiving any right to obtain "change of control" or severance payments as a result of the Merger, such agreements to be substantially in the form of Exhibit D attached heretohereto and (B) provide for the payment of the "change of --------- control" payments due under the existing employment agreements of Messrs. Corcoran and Brattlof with Xxxxxxxt and (xx) xx the Closing, Keith B. McCarthy shall be xxxx xxx "xxxxxx in control" payments provided for under his existing employment agreement and his existing deferred compensation agreement with Somerset as a result of the Merger. For the purposes of this Agreement, Messrs. FrameCorcoran, Soffronoff McCarthy and XxxxxxBrxxxxxx, shall be referred to herein shxxx xx xeferrex xx xxxein as the "Contract Employees". Except with respect to Mr. McCarthy and as disclosed in Schedule disclxxxx xx Xxxxxule -------- 3.17, as of the Effective Time (as defined in Section 9.2 herein), neither Premier ---- Somerset nor the Premier Subsidiary Somerset Subsidiaries will have any liability for employee termination rights arising out of any Employment Obligation and neither the execution of this Agreement nor the consummation of this Agreement the Merger shall, by itself, entitle any employee of Premier Somerset or the Premier Somerset Subsidiaries to any "change of control" payments or benefits. Except as set forth on Schedule 3.17, no payment ------------- that is owed or may become due to any director, officer, employee, or agent of Premier Somerset or an Premier any Somerset Subsidiary as a result of the consummation of the Merger will be non-deductible to Premier Somerset or an Premier any Somerset Subsidiary or subject to tax under IRC (S) ss. 280G or (S) ss. 4999; nor nor, except as set forth on Schedule -------- 3.17, will Premier Somerset or an Premier any Somerset Subsidiary be required to "gross up" or otherwise compensate any such person because of the imposition of any excise tax on a payment to such person.----

Labor Relations and Employment Agreements. Neither Premier Columbia nor any of the Premier Columbia Subsidiaries are is a party to or bound by any collective bargaining agreement. Premier To their Knowledge, Columbia and the Premier Columbia Subsidiaries enjoy good working relationships with their employees, and there are no labor disputes pending, or to the Knowledge of Premier Columbia or Premier The Columbia Bank threatened, that might materially and adversely affect the condition (financial or otherwise), assets, liabilities, business, operations or prospects of Premier or the Premier Subsidiarieswould have a Columbia Material Adverse Effect. Except as disclosed in Schedule 3.17, neither Premier Columbia nor any of the Premier Columbia Subsidiaries have has any employment contract, change of control agreement or policy, severance agreement, deferred compensation agreement, consulting agreement or similar obligation (including the amendments referred to belowany related amendments, each an "“Employment Obligation"”) with any director, officer, employee, agent or consultant; provided however, that, as of the date of this Agreement (and effective as of the Effective Time), each of Xxxxx Jxxx X. FrameXxxx, Xxxx Xx. and Jxxx X. Xxxxxxxxxx and Xxxx X. Xxxxxx Xxxxxxxx, Xx. (the “Contract Employees”) has executed an employment agreement agreements (the “Employment Agreements”) with Premier Fxxxxx and The Columbia Bank so as to, among other things, (i) consent to certain respective changes in their respective duties, powers and functions following the Merger and waiving any right to obtain "change of control" or severance payments as a result of the Merger, such agreements to be substantially in the form of Exhibit D attached hereto. For hereto and (ii) provide for the purposes payment of this Agreement, Messrs. Frame, Soffronoff and Xxxxxx, shall be referred to herein as a portion of the "Contract Employees"“change of control” payments due under their existing employment agreements with Columbia or The Columbia Bank. Except as disclosed in Schedule 3.17, as of the Effective Time (as defined in Section 9.2 herein), neither Premier Columbia nor the Premier Subsidiary Columbia Subsidiaries will have any liability for employee termination rights arising out of any Employment Obligation and neither the execution of this Agreement nor the consummation of this Agreement the Merger shall, by itself, entitle any employee of Premier Columbia or the Premier Columbia Subsidiaries to any "“change of control" ” payments or benefits. Except as set forth on Schedule 3.17, no payment that is owed or may become due to any director, officer, employee, or agent of Premier Columbia or an Premier any Columbia Subsidiary as a result of the consummation of the Merger will be non-deductible to Premier Columbia or an Premier any Columbia Subsidiary or subject to tax under IRC (S) § 280G or (S) § 4999; nor nor, except as set forth on Schedule 3.17, will Premier Columbia or an Premier any Columbia Subsidiary be required to "“gross up" ” or otherwise compensate any such person because of the imposition of any excise tax on a payment to such personperson as a result of the consummation of the Merger.

Labor Relations and Employment Agreements. Neither Premier Resource nor any of the Premier Resource Subsidiaries are a party to or bound by any collective bargaining agreement. Premier To their Knowledge, Resource and the Premier Resource Subsidiaries enjoy good working relationships with their employees, and there are no labor disputes pending, or to the Knowledge of Premier Resource or Premier Resource Bank threatened, that might materially and adversely affect the condition (financial or otherwise), assets, liabilities, business, operations or prospects of Premier Resource or the Premier Resource Subsidiaries. Except as disclosed in Schedule 3.17, neither Premier Resource nor the Premier Resource Subsidiaries have any employment contract, change of control agreement or policy, severance agreement, deferred compensation agreement, consulting agreement or similar obligation (including the amendments referred to belowto, an "“Employment Obligation"”) with any director, officer, employee, agent or consultant; provided however, that, (i) as of the date of this Agreement (and effective as of the Effective Time), each of Xxxxxxxx X. Xxxxx, X.X. Xxxxx, Xx., Xxxxx X. FrameXxxxxxx, Xxxx Harvard X. Xxxxxxxxxx Xxxxxxxx XX, Xxxxx X. Xxxxxx, Xxxxxx X. Xxxxx and Xxxx Xxxxxxx X. Xxxxxx Xxxxxxxx has executed an employment agreement with Premier Resource Bank so as to, among other things, consent to certain respective changes in their duties, powers and functions following the Merger and waiving any right to obtain "“change of control" ” or severance payments as a result of the Merger, such agreements to be substantially in the form of Exhibit D attached heretohereto and (ii) the other employees subject to employment agreements with Resource or Resource Bank listed on Exhibit D (the “Waiver Employees”) have been requested to execute a waiver, in the form attached to Exhibit D, acknowledging that no “change of control” or severance payments shall be payable under their employment agreements as a result of the Merger (and the Waiver Employees who have excited such waivers are designated on Exhibit D). For the purposes of this Agreement, Messrs. FrameSmith, Soffronoff Grell, Xxxxxxxx and XxxxxxXxxxxx and Xx. Xxxxxxx, shall be referred to herein as the "“Contract Employees"”. Except as disclosed in Schedule 3.17, as of the Effective Time (as defined in Section 9.2 herein), neither Premier Resource nor the Premier Subsidiary Resource Subsidiaries will have any liability for employee termination rights arising out of any Employment Obligation and neither the execution of this Agreement nor the consummation of this Agreement the Merger shall, by itself, entitle any employee of Premier Resource or the Premier Resource Subsidiaries to any "“change of control" ” payments or benefits. Except as set forth on Schedule 3.17, no payment that is owed or may become due to any director, officer, employee, or agent of Premier Resource or an Premier any Resource Subsidiary as a result of the consummation of the Merger will be non-deductible to Premier Resource or an Premier any Resource Subsidiary or subject to tax under IRC (S) § 280G or (S) § 4999; nor nor, except as set forth on Schedule 3.17, will Premier Resource or an Premier any Resource Subsidiary be required to "“gross up" ” or otherwise compensate any such person because of the imposition of any excise tax on a payment to such personperson as a result of the consummation of the Merger.