Officers, Directors and Employees. The present members of BANK's Board of Directors will be retained by F & M as directors of the BANK provided that continued membership on the board is consistent with safe and sound banking practices and is in the best interest of F & M and BANK. Retirement from the Board of Directors will occur at age seventy (70), as provided by F & M policy, provided that any current director may remain a director until the earlier of either two (2) years from the Effective Date or the 1999 annual shareholders' meeting of the BANK. F & M contemplates that BANK's current employees will continue to be responsible for the BANK's operations in general, subject to review and supervision by F & M, as determined by F & M to be consistent with safe and sound banking practices and the best interest of F & M and BANK. The salaries and benefits to be offered will be consistent with those currently received by the employees of F & M or its subsidiary banks holding similar positions. Years of service with BANK shall, to the extent permitted by applicable law, be counted as years of service with F & M and the surviving corporation. In the unlikely event positions with the BANK are eliminated as a result of the transaction contemplated by this Agreement, the employees affected by such action will be covered by F & M's severance plan, applicable to their position at the time the positions are eliminated, based upon their years of service with BANK.
Appears in 1 contract
Samples: Plan and Agreement of Merger and Reorganization (F&m Bancorporation Inc)
Officers, Directors and Employees. The present members of BANK's Board of Directors will be retained by F & M as directors of the BANK surviving corporation provided that continued membership on the board is consistent with safe and sound banking practices and is in the best interest of F & M and BANK. Retirement from the Board of Directors will occur at age seventy (70), as provided by F & M policy, provided that any current director who is age seventy (70) at the time of consummation of the acquisition of BANK by F & M may remain a director until the earlier of either two (2) years from the Effective Date or the 1999 annual shareholders' meeting of the BANKBANK to be held in the year 2000. F & M shall also enter into Employment Agreements with Sandx X. Xxxxx xxx Henrx X. Xxxxxxx, xx the forms attached as Exhibits 3.7A and 3.7B, respectively, for the terms described in such Employment Agreements. F & M also contemplates that BANK's current officers and employees will continue to be responsible for the BANK's operations in general, subject to review and supervision by F & M, as determined by F & M to be consistent with safe and sound banking practices and the best interest of F & M and BANK. The salaries and benefits to be offered will be consistent with those currently received by the employees of F & M or its subsidiary banks holding similar positions. Years of service with BANK shall, to the extent permitted by applicable law, be counted as years of service with F & M and the surviving corporation. M. In the unlikely event positions with the BANK are eliminated as a result of the transaction contemplated by this Agreement, the employees affected by such action will be covered by F & M's severance plan, applicable to their position at the time the positions are eliminated, based upon their years of service with BANK.
Appears in 1 contract
Samples: Agreement of Merger and Reorganization (F&m Bancorporation Inc)
Officers, Directors and Employees. The present members of BANK's Board of Directors will be retained by F & M F&M as directors of the BANK surviving corporation provided that continued membership on the board is consistent with safe and sound banking practices and is in the best interest of F & M F&M and BANK. Retirement from the Board of Directors will occur at age seventy (70), as provided by F & M F&M policy, provided that any current director who is age seventy (70) at the time of consummation of the acquisition of BANK by F&M may remain a director until the earlier of either two (2) years from the Effective Date or the 1999 annual shareholders' meeting of the BANKBANK to be held in the year 2000. F & M F&M shall also enter into a Consulting Agreement with Earl X. Xxxxxxx xxx an Employment Agreement with Robexx X. Xxxx, xx the forms attached as Exhibits 3.7A and 3.7B, respectively, for the terms described in such agreements. F&M also contemplates that BANK's current officers and employees will continue to be responsible for the BANK's operations in general, subject to review and supervision by F & MF&M, as determined by F & M F&M to be consistent with safe and sound banking practices and the best interest of F & M F&M and BANK. The salaries and benefits to be offered will be consistent with those currently received by the employees of F & M F&M or its subsidiary banks holding similar positions. No employee benefit plans or practices of BANK will be continued by F&M either on an individual or group basis unless such plans or practices are expressly agreed to in writing by F&M after the Effective Time. Years of service with BANK shall, to the extent permitted by applicable law, be counted as years of service with F & M and the surviving corporation. F&M. In the unlikely event positions with the BANK are eliminated as a result of the transaction contemplated by this Agreement, the employees affected by such action will be covered by F & MF&M's severance plan, applicable to their position at the time the positions are eliminated, based upon their years of service with BANK.
Appears in 1 contract
Samples: Agreement of Merger and Reorganization (F&m Bancorporation Inc)
Officers, Directors and Employees. The present members of BANK's Board of Directors will be retained by F & M as directors of the BANK surviving corporation provided that continued membership on the board is consistent with safe and sound banking practices and is in the best interest of F & M and BANK. Retirement from the Board of Directors will occur at age seventy (70), as provided by F & M policy, provided that any current director who is age seventy (70) at the time of consummation of the acquisition of BANK by F & M may remain a director until the earlier of either two (2) years from the Effective Date or the 1999 annual shareholders' meeting of the BANKsurviving corporation. F & M contemplates that BANK's current employees will continue to be responsible for the BANK's operations in general, subject to review and supervision by F & M, as determined by F & M to be consistent with safe and sound banking practices and the best interest of F & M and BANK. The salaries and benefits to be offered will be consistent with those currently received by the employees of F & M or its subsidiary banks holding similar positions. Years of service with BANK shall, to the extent permitted by applicable law, be counted as years of service with F & M and the surviving corporation. In the unlikely event positions with the BANK are eliminated as a result of the transaction contemplated by this Agreement, the employees affected by such action will be covered by F & M's severance plan, applicable to their position at the time the positions are eliminated, based upon their years of service with BANK. The officers and directors of BANK at the Effective Time of the merger shall remain as the officers and directors of the surviving corporation, provided, however, and except as expressly set forth above, that nothing in this paragraph shall create any rights in favor of such officers and directors to continued status as such following the consummation of the merger.
Appears in 1 contract
Samples: Plan and Agreement of Merger and Reorganization (F&m Bancorporation Inc)