Employees; Benefit Plans. (a) For a period beginning at the Effective Time and ending on the first (1st) anniversary of the Effective Time, Buyer shall, and shall cause Buyer Bank to, provide to each employee of Company and its Subsidiaries as of immediately prior to the Effective Time (each, a “Continuing Employee”) with (i) annual base salary or base wages (as applicable) that is at least equal to the annual base salary or base wages (as applicable) that was provided to such Continuing Employee immediately prior to the Effective Time, (ii) additional compensation opportunities that are comparable, in the aggregate, to such additional compensation opportunities provided to such Continuing Employee immediately prior to the Effective Time, and (iii) employee benefits that are no less favorable than those benefits provided to similarly situated Buyer employees. For purposes of the immediately preceding sentence, “additional compensation” includes short-term and long-term cash and equity incentive opportunities and, for certain senior employees, deferred compensation arrangements, and “employee benefits” include Buyer 401(k) Plan, Buyer ESOP, Buyer’s defined benefit pension plan, Buyer’s health, dental and vision coverage, and the other Buyer benefits (in each case, excluding change in control, retention, defined benefit pension, nonqualified deferred compensation, and retiree medical benefits). Beginning as of the Closing Date and continuing through the first (1st) anniversary of the Closing Date, Continuing Employees whose positions have been or could reasonably be expected to be eliminated as a consequence of the Merger will be given the opportunity to apply and be considered for any open position at Buyer Bank for which they are qualified, as if they were internal candidates of Buyer. For a period beginning on the Closing Date and continuing through the first (1st) anniversary thereof, each Continuing Employee who is not party to an individual agreement providing for severance or termination benefits and is terminated under severance qualifying circumstances, as defined on Company Disclosure Schedule 6.09(a), shall be eligible to receive severance benefits and medical and dental coverage as set forth on Company Disclosure Schedule 6.09(a), all subject to such employee’s timely execution (and non-revocation) of a standard release of claims, in addition to COBRA continuation coverage as applicable.
Employees; Benefit Plans. (a) During the period commencing on the Closing Date and ending on the date which is 12 months following the Closing Date (or if earlier, the date of the employee’s termination of employment with the Company), the Buyer shall and shall cause the Company to provide each employee who remains employed immediately after the Closing (“Company Continuing Employee”) with: (i) base salary or hourly wages which are no less than the base salary or hourly wages provided by the Company immediately prior to the Closing; (ii) target bonus opportunities (excluding equity-based compensation), if any, which are no less than the target bonus opportunities (excluding equity-based compensation) provided by the Company immediately prior to the Closing; (iii) retirement and welfare benefits that are no less favorable in the aggregate than those provided by the Company immediately prior to the Closing; and (iv) severance benefits that are no less favorable than the practice, plan or policy in effect for such Company Continuing Employee immediately prior to the Closing.
Employees; Benefit Plans. (a) Prior to the Effective Time, Parent shall take all reasonable action so that employees of the Company and its Subsidiaries who become employees of Parent and its Subsidiaries (the "Transferred Employees") shall be entitled to participate, effective as soon as administratively practicable following the Effective Time, in each of the Parent Benefit Plans to the same extent as similarly-situated employees of Parent and its Subsidiaries, and the employees of PCIS will be eligible to participate in the Parent Benefit Plans (it being understood that inclusion of the employees of the Company and its Subsidiaries in Parent Benefit Plans may occur at different times with respect to different plans and that any grants to any former employee of the Company or its Subsidiaries under any Parent Stock Plan shall be discretionary with Parent). Notwithstanding the foregoing, Parent may determine to continue any of the employee benefit plans, programs or arrangements of the Company or any of its Subsidiaries for Transferred Employees in lieu of offering participation in Parent Benefit Plans providing similar benefits (e.g., medical and hospitalization benefits), to terminate any of such benefit plans, or to merge any such benefit plans with Parent Benefit Plans, provided the result is the provision of benefits to Transferred Employees that are substantially similar to the benefits provided to the employees of Parent and Parent Bank generally. At the request of Parent, the Company and its Subsidiaries shall take all necessary action to cause its defined benefit pension plan to be frozen immediately prior to the Effective Time. Parent shall cause each Parent Benefit Plan, including the Parent Employee Stock Ownership Plan, in which Transferred Employees are eligible to participate to recognize, for purposes of determining eligibility to participate in and the vesting of benefits (but not for accrual of benefits) under Parent Benefit Plans the service of such Transferred Employees with the Company and its Subsidiaries to the same extent as such service was credited for such purpose by the Company; provided, however, that such service shall not be recognized to the extent that such recognition would result in a duplication of benefits. The Company Designees shall be entitled to participate, effective as of the Effective Time, in each of the Parent Benefit Plans that the Parent Designees participate in, but shall not be credited for their past service provided to the Compan...
Employees; Benefit Plans. (a) Following the Effective Time, CenterState shall maintain or cause to be maintained employee benefit plans and compensation opportunities for the benefit of employees who are full time employees of Charter or CharterBank on the Closing Date (“Covered Employees”) that provide employee benefits and compensation opportunities which, in the aggregate, are substantially comparable to the employee benefits and compensation opportunities that are made available on a uniform and non-discriminatory basis to similarly situated employees of CenterState or its Subsidiaries, as applicable; provided, however, that in no event shall any Covered Employee be eligible to participate in any closed or frozen plan of CenterState or its Subsidiaries, including any such plan that is closed or frozen with respect to new employee of CenterState. CenterState shall give the Covered Employees full credit for their prior service with Charter and CharterBank (i) for purposes of eligibility (including initial participation and eligibility for current benefits) and vesting under any qualified or non-qualified employee benefit plan maintained by CenterState and in which Covered Employees may be eligible to participate and (ii) for all purposes under any welfare benefit plans, vacation plans, severance plans and similar arrangements maintained by CenterState.
Employees; Benefit Plans. Other than any former officers or as described in the Parent SEC Reports, Parent has never had any employees. Other than reimbursement of any out-of-pocket expenses incurred by Parent’s officers and directors in connection with activities on Parent’s behalf in an aggregate amount not in excess of the amount of cash held by Parent outside of the Trust Account, Parent has no unsatisfied material liability with respect to any employee. Parent does not currently maintain or have any direct liability under any benefit plan, and neither the execution and delivery of this Agreement or the other Transaction Agreements nor the consummation of the Transactions will: (a) result in any payment (including severance, unemployment compensation, golden parachute, bonus or otherwise) becoming due to any director, officer or employee of Parent; or (b) result in the acceleration of the time of payment or vesting of any such benefits.
Employees; Benefit Plans. Nothing herein expressed or implied shall confer upon any of the employees of the Seller Parties, Buyer, the Group Companies, or any of their Affiliates, any additional rights or remedies, including any additional right to employment, or continued employment for any specified period, of any nature or kind whatsoever under or by reason of this Agreement and the Ancillary Documents.
Employees; Benefit Plans. (a) For a period of one year following the Closing Date (the “Continuation Period”), the Surviving Corporation and its Affiliates will provide current employees of the Company and its Subsidiaries (other than those employees covered by a collective bargaining agreement) as of the Effective Time who continue employment with the Surviving Corporation and its Affiliates (“Employees”) with compensation and benefits that are no less favorable in the aggregate than those provided under the Company’s compensation and benefit plans, programs, policies, practices and arrangements (excluding equity-based programs) in effect at the Effective Time (it being understood that discretionary incentive programs will remain discretionary); provided, however, that nothing herein will prevent the amendment or termination of any specific plan, program or arrangement, require that the Surviving Corporation provide or permit investment in the securities of the Surviving Corporation or interfere with the right or obligation of the Surviving Corporation or its Affiliates to make such changes as are necessary to comply with applicable Law. Notwithstanding anything to the contrary set forth herein, nothing herein shall preclude the Surviving Corporation or its Affiliates from terminating the employment of any Employee for any reason for which the Company could have terminated such Employee prior to the Effective Time.
Employees; Benefit Plans. (a) All Company Employees who remain employed by Company or any of its Subsidiaries as of the Effective Time shall be subject to Buyer Bank’s normal and customary employment procedures and practices, including customary background screening and evaluation procedures, and satisfactory employment performance. In addition, Company and Company Bank agree, upon Buyer’s reasonable request, to facilitate discussions between Buyer and Company Employees regarding employment, consulting, or other arrangements to be effective prior to or following the Merger. Any interaction between Buyer and Company Employees shall be coordinated by Company.
Employees; Benefit Plans. (a) No later than five (5) Business Days after the date of this Agreement, Buyer shall deliver to each Business Employee as of the date of this Agreement (other than the Key Employees and other than Business Employees employed outside of the United States whose employment will transfer to Buyer by operation of Law upon the Closing), and no later than five (5) Business Days after each date Seller notifies Buyer in writing of the hiring of any new Business Employee (other than any Business Employee employed outside of the United States whose employment will transfer to Buyer by operation of Law upon the Closing) after the date of this Agreement and prior to the date that is six (6) Business Days prior to the Closing Date (subject to compliance with Section 5.1(b)(xvi) with respect to any such hiring, if applicable) (each, a “New Business Employee”), Buyer shall deliver to such Business Employee, in each case an offer of employment in the form attached hereto as Exhibit H (the “Offer Letter”), which Offer Letter shall, subject to the last sentence of this Section 5.6(a), provide for “at-will” employment with Buyer or an Affiliate thereof (including one of the Sold Companies) following the Closing and (i) an initial annual base salary or annual wage level, as applicable, that is not less than the annual base salary or wage level, as applicable, as in effect for each such Business Employee immediately prior to the Closing, (ii) total annual target cash compensation (comprised of an initial annual base salary or annual wage level, as applicable, and, other than with respect to Business Employees participating in a sales incentive program as of immediately prior to the Closing, a bonus opportunity, as applicable) that is not less than the total annual target cash compensation in effect for each such Business Employee immediately prior to the Closing, (iii) defined contribution pension and welfare benefits that are no less favorable, in the aggregate, than those provided to similarly situated employees of Buyer and its Affiliates, and (iv) a place of employment within twenty-five (25) miles of such Business Employee’s place of employment as of immediately prior to the Closing. Each Business Employee (including each Key Employee) who continues in employment with Buyer or an Affiliate thereof (including one of the Sold Companies) after the Closing shall hereinafter be referred to as a “Continuing Employee”. Subject to the terms of any Key Employee Offer Letter, with...
Employees; Benefit Plans. (a) Company and Company Bank agree, upon Buyer’s reasonable request, to facilitate discussions between Buyer and Company Employees a reasonable time in advance of the Closing Date regarding employment, consulting or other arrangements to be effective prior to or following the Effective Time. Prior to the Effective Time, any interaction between Buyer and Company Employees shall be coordinated with Company or Company Bank.
