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. (b) From and after the Effective Time, Metropolitan employees shall continue to participate in the Metropolitan employee benefit plans in effect at the Effective Time unless and until Sky, in its sole discretion, shall determine that Metropolitan employees shall, subject to applicable eligibility requirements, participate in employee benefit plans of Sky and that all or some of the Metropolitan plans shall be terminated or merged into certain employee benefit plans of Sky. Metropolitan employees continuing to be employed by Sky shall receive credit for service at Metropolitan for eligibility and vesting purposes under Sky's employee benefit plans (but not for benefit calculation purposes), except as otherwise required by law or regulation. Any employees terminated by Sky shall be paid for all of their unused vacation time and shall be entitled to elect so-called "COBRA" in accordance with, and subject to, the provisions of Code Section 4980B(f). (c) Sky agrees to make all severance, change of control or similar payments to any Metropolitan employees, subject to employment contracts and retention agreements as are specifically set forth in Disclosure Schedule 6.13(c); provided, however, that such payments are permitted under any of the Supervisory Agreements or the Directive. Notwithstanding the foregoing, Sky shall pay severance to Metropolitan officers and employees terminated as a result of the Merger in accordance with Sky's severance policy as of the Effective Date, giving credit for service at Metropolitan; provided, however, that those Metropolitan officers or employees eligible to receive severance under both of (i) Metropolitan's severance policy and/or Retention Pay Plan and (ii) Sky's severance policies shall only receive the severance payment payable under either the Metropolitan Retention Pay Plan, if the Metropolitan officer or employee is a participant therein, or Sky's severance policy as of the Effective Date.
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Samples: Merger Agreement (Sky Financial Group Inc), Merger Agreement (Metropolitan Financial Corp /Oh/), Merger Agreement (Sky Financial Group Inc)
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 ’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 6.15 or elsewhere in this Agreement shall be deemed to be a contract Contract of employment or be construed to give said employees any rights other than as employees at will under applicable law Law and said employees shall not be deemed to be third-party beneficiaries of this provision.
(b) From and after the Effective Time, Metropolitan Prospect employees shall continue to participate in the Metropolitan Prospect employee benefit plans in effect at the Effective Time unless and until Sky, in its sole discretion, shall determine that Metropolitan Prospect employees shall, subject to applicable eligibility requirements, participate in employee benefit plans of Sky and that all or some of the Metropolitan Prospect plans shall be terminated or merged into certain employee benefit plans of Sky. Metropolitan Prospect employees continuing to be employed by Sky shall receive credit for service at Metropolitan Prospect and its Subsidiaries for eligibility and vesting purposes under Sky's employee benefit plans (but not for benefit calculation purposes)) under Sky’s employee benefit plans and shall not be subject to any exclusion or penalty for pre-existing conditions that were covered under Prospect’s welfare plans immediately prior to the Effective Date, or to any waiting period relating such coverage, except in each case as otherwise required by law or regulationapplicable Law. Any employees terminated by Sky shall be paid for all of their unused vacation time and shall be entitled to elect so-called "“COBRA" ” in accordance with, and subject to, the provisions of Code Section 4980B(f).
(c) Sky agrees to make all severance, change of control or similar payments to any Metropolitan employees, subject to Prospect employees in accordance with the employment contracts and retention agreements as are specifically Contracts set forth in Section 6.15(c) of Prospect’s Disclosure Schedule 6.13(c); provided, however, that such payments are permitted under any of the Supervisory Agreements or the DirectiveSchedule. Notwithstanding anything to the foregoingcontrary in this Agreement or elsewhere, Sky Xxxxxx X. Xxxxx, Page X. Xxxxxxxxx, Xxx X. Xxxxxxx and Xxxxxxx X. Xxxxxx shall pay receive, immediately prior to the Effective Time, the severance payment to Metropolitan officers and employees terminated as a result of the Merger which each is entitled in accordance with Sky's severance policy the terms of their change in control agreements upon a “Change in Control” as defined therein.
(d) Excepting the individuals covered by employment and retention Contracts set forth in Section 6.15(c) of the Effective DateProspect’s Disclosure Schedule, giving credit for service at Metropolitan; provided, however, that those Metropolitan officers or employees eligible to receive severance under both of Sky agrees (i) Metropolitan's that any officer or employee of Prospect or its Subsidiaries who is terminated after the Effective Date shall be entitled to receive such severance policy and/or Retention compensation as is payable pursuant to the Sky Financial Group, Inc. Severance Pay Plan Plan, calculated by aggregating periods of service with Prospect and Sky and (ii) Sky's that any officer or employee of Prospect or its Subsidiaries who is terminated at the Effective Date shall be entitled to receive such severance policies shall only receive compensation as is payable pursuant to the severance payment payable under either the Metropolitan Retention Sky Financial Group, Inc. Severance Pay Plan, calculated as if the Metropolitan officer or terminated employee is had become an employee of Sky Financial, by aggregating periods of service with Prospect and Sky and by assuming a participant therein, or Sky's severance policy as of Pay Grade consistent with the highest Sky Pay Grade to which the terminated employee would have been assigned had they been employed by Sky after the Effective DateDate at the same rate of compensation received from Prospect at the Effective Time.
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