Opportunity of Employment; Employee Benefits. The existing employees of PEOPLES shall have the opportunity to continue as employees of CNN or one of its Subsidiaries, on the Closing Date; subject, however, to the right of CNN and its Subsidiaries, in their discretion to extend offers of employment to any such employees. Prior to the Effective Date, PEOPLES shall be responsible for any and all obligations owing to any of its employees who do not become employees of CNN and its Subsidiaries, including but not limited to back pay, bonus, severance, unemployment compensation and the like. It is understood and agreed that PEOPLES will not enter into any severance agreement except pursuant to written severance policies which were in effect prior to contemplation of this transaction and except for the Employment Agreement. It is understood and agreed that nothing in this Section 5.14 or elsewhere in this Agreement shall be deemed to be a contract of employment or be construed to give said employees any rights other than as employees at will under applicable law and said employees shall not be deemed to be third-party beneficiaries of this provision. From and after the Effective Time, PEOPLES employees shall continue to participate in the PEOPLES employee benefit plans in effect at the Effective Time unless and until CNN, in its sole discretion, shall determine that PEOPLES employees shall, subject to applicable eligibility requirements, participate in employee benefit plans of CNN and that all or some of the PEOPLES plans shall be terminated or merged into certain employee benefit plans of CNN. Notwithstanding the foregoing, each PEOPLES employee shall be credited with years of PEOPLES (or predecessor) service for purposes of eligibility and vesting in the employee benefit plans of CNN. As provided herein, CNN will provide or allow severance payments to employees of PEOPLES (other than employees whose severance benefits are provided for in written employment agreements) whose employment is terminated (other than for cause) on or after the Effective Date and before the expiration of six months following the Effective Date, in the amount equal to one week for each year of service with PEOPLES, up to a maximum of thirteen (13) weeks. In computing such severance payments for non-exempt, full time employees, overtime and bonus are excluded. In computing such severance payments for non-exempt regular part time employees, the weekly compensation shall be based on one-fifty-second (1/52) of the employee's total sala...
Opportunity of Employment; Employee Benefits. The existing employees of Security may have the opportunity to continue as employees of Farmers or one of its subsidiaries, on the Effective Date; subject, however, to the right of Farmers and its subsidiaries to terminate any such employees. It is understood and agreed that nothing in this Section 6.14 or elsewhere in this Agreement shall be deemed to be a contract of employment or be construed to give said employees any rights other than as employees at will under applicable law and said employees shall not be deemed to be third-party beneficiaries of this provision. From and after the Effective Time, Security employees shall continue to participate in the Security employee benefit plans in effect at the Effective Time unless and until Farmers, in its sole discretion, shall determine that Security employees shall, subject to applicable eligibility requirements, participate in employee benefit plans of Farmers and that all or some of the Security plans shall be terminated or merged into certain employee benefit plans of Farmers. Notwithstanding the foregoing, subject to the requirements and restrictions of Farmers' employee benefits plans, each Security employee shall be credited with years of Security (or predecessor) service for purposes of eligibility and vesting (but not for benefit accrual purposes) in the employee benefit plans of Farmers, and shall not be subject to any exclusion or penalty for pre-existing conditions that were covered under Security's welfare plans immediately prior to the Effective Date, or to any waiting period relating to such coverage. If, after the Effective Date, Farmers adopts a new plan or program for its employees or executives, then to the extent its employees or executives receive past service credits for any reason, Farmers shall credit similarly-situated employees and executives of Security with equivalent credit for service with Security or its predecessors. The foregoing covenants shall survive the Merger, and Farmers shall before the Effective Time adopt resolutions that amend its tax-qualified retirement plans to provide for Security service credits referenced herein.
Opportunity of Employment; Employee Benefits. (a) Buyer agrees to use its commercially reasonable efforts to continue the employment of at least a majority of the Seller Employees after the Merger. Employees of Seller and Seller Sub (other than employees who are otherwise parties to employment, severance or change in control agreements) (i) who are not offered the opportunity to continue as employees following the Effective Time or (ii) who are terminated without cause within one year after the Effective Time, shall be entitled to receive (A) the severance compensation set forth in Section 6.02(a) of the Buyer Disclosure Schedule, (B) accrued benefits, including vacation pay, through the date of separation, and (C) any rights to continuation of medical coverage to the extent such rights are required under applicable federal or state law and subject to the employee’s compliance with all applicable requirements for such continuation coverage, including payment of all premiums or other expenses related to such coverage. In addition, employees of Seller and Seller Sub (other than employees who are otherwise parties to employment, severance or change in control agreements) (i) who are not offered the opportunity to continue as employees following the Effective Time or (ii) who are terminated without cause within ninety (90) calendar days after the Effective Time, shall be entitled to receive outplacement consultation services of a type and nature to be agreed upon by Seller and Buyer prior to the Effective Time and with a cost of up to $1,500 for each such employee of Seller or Seller Sub. Nothing in this Section 6.02 or elsewhere in this Agreement shall be deemed to be a contract of employment or be construed to give said employees any rights other than as employees at will under Pennsylvania law and said employees shall not be deemed to be third-party beneficiaries of this provision. From and after the Effective Time, the Employees of Seller and Seller Sub who remain employees of Buyer or any Buyer Subsidiary after the Effective Time (including employees who are parties to employment or change in control agreements) (“Continuing Employees”) shall be provided with employee benefits that are substantially similar to employee benefits provided to other employees under the Buyer Compensation and Benefit Plans (excluding for this purpose any equity-based incentive plans). Each Continuing Employee shall be credited with years of service with Seller or Seller Sub for purposes of eligibility and vesting (but not...
Opportunity of Employment; Employee Benefits. (a) Sky will endeavor to retain as many current officers and employees as is commercially reasonable and possible, consistent with the Sky Workforce Redesign Process and Sky’s regional banking template. It is understood and agreed that nothing in this Section 6.17 or elsewhere in this Agreement shall be deemed to be a Contract of employment or be construed to give said employees any rights other than as employees at will under applicable Law and said employees shall not be deemed to be third-party beneficiaries of this provision.
Opportunity of Employment; Employee Benefits. The existing employees of FWB shall have the opportunity to continue as employees of SFG or one of its Subsidiaries, on the Closing Date; subject, however, to the right of SFG and its Subsidiaries to terminate any such employees either (i) for "cause" or (ii) pursuant to the procedures set forth in the SFG Workforce Redesign Process previously disclosed to FWB. It is understood and agreed that nothing in this Section 6.13 or elsewhere in this Agreement shall be deemed to be a contract of employment or be construed to give said employees any rights other than as employees at will under applicable law and said employees shall not be deemed to be third-party beneficiaries of this provision. From and after the Effective Time, FWB employees shall continue to participate in the FWB employee benefit plans in effect at the Effective Time unless and until SFG, in its sole discretion, shall determine that FWB employees shall, subject to applicable eligibility requirements, participate in employee benefit plans of SFG and that all or some of the FWB plans shall be terminated or merged into certain employee benefit plans of SFG. Notwithstanding the foregoing, each FWB employee shall be credited with years of FWB (or predecessor) service for purposes of eligibility and vesting in the employee benefit plans of SFG.
Opportunity of Employment; Employee Benefits. (a) Sky will endeavor to retain as many current officers and employees as is commercially reasonable and possible, consistent with the Sky Workforce Redesign Process and Sky's regional banking template; provided however, that the retention by Sky of Metropolitan's senior officers shall be determined by Sky in its sole discretion. It is understood and agreed that nothing in this Section 6.13 or elsewhere in this Agreement shall be deemed to be a contract of employment or be construed to give said employees any rights other than as employees at will under applicable law and said employees shall not be deemed to be third-party beneficiaries of this provision.
Opportunity of Employment; Employee Benefits. (a) Sky will make a good faith effort to provide the existing employees of GLB with the opportunity to continue as employees on the Effective Date, subject, however, to the right of Sky and its Subsidiaries, and the Bank, to terminate any such employees (i) for cause; or (ii) pursuant to procedures set forth in the Sky Workforce Redesign Process previously disclosed to GLB; or (iii) pursuant to the implementation of Sky's regional banking template; or (iv) to eliminate the redundancy of employment positions. Prior to the Effective Time, pursuant to and in accordance with specific directions from Sky, GLB agrees to issue, and cause the Bank to issue, Worker Adjustment and Retraining Act notices (so-called WARN notices) to employees of GLB and the Bank who Sky determines will not be employed on or after the Effective Time pursuant to the employment termination provisions of the foregoing sentence; provided, however, that any such WARN notices shall be (aa) for employment terminations on or after the Effective Time, and (bb) given to affected employees at least sixty (60) days in advance of their termination dates. It is understood and agreed that nothing in this Section 6.13 or elsewhere in this Agreement shall be deemed to be a contract of employment or be construed to give said employees any rights other than as employees at will under applicable law and said employees shall not be deemed to be third-party beneficiaries of this provision. Sky will honor GLB's change of control agreements with Xxxxxxx X. Xxxxxxx, Xx. and Xxxx Xxxxxxxx that are identified in GLB's Disclosure Schedule; provided, however, that Sky agrees that Xxxxxxx X. Xxxxxxx, Xx.'s change of
Opportunity of Employment; Employee Benefits. Bancshares shall offer the existing employees of Century and CNB the opportunity to continue as employees of CNB on the Closing Date for a period ending December 31, 1998; subject, however, to the right to terminate any such employees for "cause". It is understood and agreed that nothing in this Section 4.12 or elsewhere in this Agreement shall be deemed to be a contract of employment or be construed to give said employees any rights other than as employees at will under applicable law and said employees shall not be deemed to be third-party beneficiaries of this provision; provided, that employees shall have the right to enforce the first sentence of Section 4.12 through December 31, 1998. Prior to the CNB Merger, a committee comprised of three (3) employees of each of CNB and Citizens will be formed to evaluate and make recommendations to the Bancshares' Board of Directors with respect to the merger of their respective employee benefit plans. At the time of the CNB Merger, the Employees Retirement Plan of Century National Bank and Trust Company, as amended and restated effective January 1, 1989 ("Merged Plan") shall be merged into the Employees Retirement Plan for Citizens Bancshares, Inc. ("Bancshares Plan"). As of the date the plans are merged, Bancshares Plan shall provide accrued benefits to all former participants in the Merged Plan that are equal to the total of (1) and (2) below:
Opportunity of Employment; Employee Benefits. Second shall cause Second National Bank to offer the existing full time employees of Commerce Bank the opportunity to become employees of Second National or Commerce shall offer reasonable and customary severance compensation based upon years of service (pursuant to the severance transition plan for this transaction heretofore disclosed by Second to Commerce), and Second shall cause to be made available outplacement consultation services to employees of Commerce Bank who are not offered employment (other than employees who are otherwise parties to employment or change in control agreements or severance bonuses). Nothing in this section or elsewhere in this Agreement shall be deemed to be a contract of employment or be construed to give said employees any rights other than as employees at will under Ohio law and said employees shall not be deemed to be third-party beneficiaries of this provision. From and after the Effective Time, the Employees of Commerce
Opportunity of Employment; Employee Benefits
