Benefit Plans and Arrangements Sample Clauses

Benefit Plans and Arrangements. Employee shall be entitled to participate in and to receive benefits under Company’s employee benefit plans and arrangements (including, but not limited to, bonus plans) as are made available to the Company’s senior executive officers during the Term, which employee benefit plans may be altered from time to time at the discretion of the Board (collectively with the benefits referred to in Section 4.3, the "Benefits"). Without limitation of the generality of the foregoing, the Benefits shall include a minimum of three (3) weeks of paid vacation each calendar year, which, if not used in its entirety in any year, may be carried over to the next succeeding calendar year, provided that Employee shall not be entitled to more than five (5) weeks of paid vacation in any calendar year. Employee acknowledges and agrees that bonuses, annual or otherwise, are performance-based and discretionary with the Company’s Chief Executive Officer and the Board.

Benefit Plans and Arrangements. Employee shall be entitled to participate in and to receive benefits under Company's employee benefit plans and arrangements (including, but not limited to, bonus plans) as are made available to the Company's senior executive officers during the Term, which employee benefit plans and arrangements may be altered from time to time at the discretion of the Board (the "Benefits"). Employee acknowledges and agrees that bonuses, annual or otherwise, are performance based and discretionary with the Chairman and a committee of the Board of Directors.

Benefit Plans and Arrangements. Employee shall be entitled to participate in and to receive benefits under Company's employee benefit plans and arrangements (including bonus plans) as are made available to the Company's senior executives in effect during the Term of his employment hereunder, which may be altered from time to time at the discretion of Company.

Benefit Plans and Arrangements. Executive shall be entitled, to the extent Executive is eligible, to participate in and to receive benefits under all existing and future employee benefit plans, perquisites and fringe benefit programs of TSY that are provided generally to other similarly situated Executives of TSY, on terms similar to those provided to such other Executives.

Benefit Plans and Arrangements. Employee shall be entitled to participate in and to receive benefits under Company's employee benefit plans and arrangements (including, but not limited to, bonus plans) as are made available to the Company's senior executive officers during the Term, which employee benefit plans and arrangements may be altered from time to time at the discretion of the Board (the "Benefits"). Annual bonuses to Employee may be up to fifty percent (50%) of Base Salary. Notwithstanding the foregoing, Employee acknowledges and agrees that bonuses, annual or otherwise, are performance based and discretionary with the Board of Directors or a Committee thereof.

Benefit Plans and Arrangements. (a) As soon as administratively practicable after the Effective Time, PBOC shall take all reasonable action so that employees of BYL and BYL Bank who are retained by PBOC and become Bank employees shall be entitled to participate in the PBOC employee benefit plans of general applicability. For purposes of determining eligibility to participate in and the vesting of benefits under the PBOC employee benefit plans (other than PBOC's defined benefit pension plan), PBOC shall recognize years of service with BYL and BYL Bank prior to the Effective Time. (b) PBOC and the Bank, as appropriate, shall assume: (i) the employment agreements Previously Disclosed with ▇▇. ▇▇▇▇▇ ▇. Moore, ▇▇. ▇▇▇▇▇▇ ▇▇▇ Kampen, ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇. ▇▇▇▇ ▇▇▇▇▇▇▇; (ii) the Executive Salary Continuation Agreements Previously Disclosed with ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇ ▇. Moore, ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇. ▇▇▇▇▇▇ ▇▇▇ Kampen and (iii) the consulting agreement with ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ set forth in Schedule 5.8(b) hereto. (c) PBOC anticipates that most employees of BYL and BYL Bank as of the Effective Time shall become employees of the Bank as of the Effective Time, provided that PBOC shall have no obligation to continue the employment of any BYL or BYL Bank employee and nothing contained in this Agreement shall give any employee of BYL or BYL Bank a right to continuing employment with PBOC or the Bank after the Effective Time. Except for BYL or BYL Bank officers who are listed in Section 5.8(b) hereof, any BYL or BYL Bank employee shall be entitled to receive one week severance payment of each year of service at BYL or BYL Bank. All of such BYL or BYL Bank employees shall become subject to PBOC's severance policies with respect to employment services performed after the Effective Time for PBOC or the Bank.

Benefit Plans and Arrangements. (a) Schedule 4.18 hereto lists all employee benefit plans (within the meaning of section 3(3) of the federal Employee Retirement Income Security Act of 1974, as amended (“ERISA”)), and other funds, policies, arrangements, practices, customs and understandings or programs relating to one or more employees of a Company or Subsidiary or a Benefits Affiliate (as defined in this Section 4.18), whether or not they are or are intended to be (i) covered or qualified under the Code, ERISA or any other applicable law, (ii) written or oral, (iii) funded or unfunded or (iv) generally available to any or all employees (or former employees) of a Company or Subsidiary and/or one or more of its Benefits Affiliates (and/or their beneficiaries or dependents), which were or are established, contributed to or maintained by a Company or Subsidiary and/or one or more of its Benefits Affiliates, including without limitation welfare, fringe benefit, pension, profit sharing, retirement, stock purchase, stock option, stock bonus, disability or wage continuation, sick pay or vacation pay, supplemental unemployment, severance or deferred compensation plans (the “Plans”). For purposes of this Section 4.18 only, the term “Benefits Affiliate” shall include (i) any corporation which is a member of a controlled group of corporations (as defined in section 414(b) of the Code) which includes a Company or Subsidiary, (ii) any trade or business (whether or not incorporated) which is under common control (as defined in section 414(c) of Code) with a Company or Subsidiary, (iii) any organization (whether or not incorporated) which is a member of an affiliated service group (as defined in section 414(m) of the Code) which includes a Company or Subsidiary and (iv) any other entity required to be aggregated with a Company or Subsidiary pursuant to the regulations issued under section 414(o) of the Code. (b) The Sellers have delivered or made available to the Buyer true, correct and complete copies of (i) all documents governing the Plans, and all amendments thereto, (ii) all reports filed within the past three (3) years by a Company or Subsidiary, a Benefits Affiliate or a Plan official with the United States Department of Labor, the Internal Revenue Service (the “IRS”) or any other federal or state regulatory agency with respect to a Plan, (iii) all summary plan descriptions, notices and other reporting and disclosure material furnished to participants in any of the Plans, (iv) all actuarial, acc...

Benefit Plans and Arrangements. (a) As soon as administratively practicable after the Effective Time, the Acquiror shall take all reasonable action so that employees of the Company and its Subsidiaries shall be entitled to participate in the Acquiror Employee Plans of general applicability, and until such time the Company Employee Plans shall remain in effect, provided that no employee of the Company or a Company Subsidiary who becomes an employee of the Acquiror and subject to the Acquiror's medical insurance plans shall be excluded from coverage thereunder on the basis of a preexisting condition that was not also excluded under the Company's medical insurance plans, except to the extent such preexisting condition was excluded from coverage under the Company's medical insurance plans, in which case this Section 5.11(a) shall not require coverage for such preexisting condition. For purposes of determining eligibility to participate in and the vesting of benefits (but not for purposes of benefit accrual) under the Acquiror Employee Plans, the Acquiror shall recognize years of service with the Company and a Company Subsidiary prior to the Effective Time. (b) All employees of the Company or a Company Subsidiary as of the Effective Time shall become employees of the Acquiror or an Acquiror Subsidiary as of the Effective Time, provided that the Acquiror or an Acquiror Subsidiary shall have no obligation to continue the employment of any such person and nothing contained in this Agreement shall give any employee of the Company or any Company Subsidiary a right to continuing employment with the Acquiror or an Acquiror Subsidiary after the Effective Time. To the extent that the employment of any employee of the Company or any Company Subsidiary (other than any employee who is party to an employment agreement or severance agreement) is involuntarily terminated following the Effective Time, such employee will be entitled to receive severance and other benefits in accordance with, and to the extent provided in, the Acquiror Severance Plan, which has been Previously Disclosed by the Acquiror, as modified by Schedule 5.11(b) hereto. For purposes of determining benefits under such severance plan, the Acquiror shall recognize years of service and unused vacation with the Company and a Company Subsidiary prior to the Effective Time. (c) Following the Merger, the Acquiror shall, or shall cause the Surviving Corporation and/or the Bank to, honor in accordance with their terms the employment agreements and...

Benefit Plans and Arrangements. (a) Except as set forth in the Sellers' Disclosure Schedule, or as otherwise contemplated by this Agreement, the consummation of the Contemplated Transactions will not result in any payment (whether of severance pay or otherwise) becoming due from the Company to any employee, consultant or other third party. (b) The Sellers' Disclosure Schedule lists all pension, retirement, stock purchase, stock option, stock bonus, savings or profit sharing plan, individual employment agreement, bonus or incentive compensation programs, deferred compensation agreements, severance pay plans, consultant, bonus, or group insurance contracts, or any other material incentive, welfare or employee benefit plan, or similar arrangement, understanding or course of dealing, including all employee benefit plans and employee pension benefit plans as defined in Section 3(3) of ERISA (the "Employee Plans"). (c) With respect to the Employee Plans, the Company has delivered or made available to the Buyer copies of any: (1) plans and related trust documents and amendments thereto; (ii) the most recent summary plan descriptions and the most recent annual report; (iii) annual reports on Form 5500 which were filed in each of the most recent three (3) plan years, including, without limitation, all schedules thereto and all financial statements with attached opinions of independent accountants; (iv) Form PBGC-1 which was filed in each of the most recent three (3) plan years; (v) the most recent actuarial valuation; and (vi) the most recent determination letter received from the IRS. Such financial statements fairly present the financial condition of each Employee Plan in accordance with United States generally accepted accounting principles applied on a consistent basis. All Employee Plans have been administered in substantial compliance with their terms, ERISA to the extent applicable, and, where applicable, Section 401 of the Code. (d) No event of the type set forth in Section 4043(b) of ERISA has occurred and is continuing with respect to Employee Plans except insofar as such an event may arise as a result of the consummation of the Contemplated Transactions or would not have a material adverse effect upon the Company's business, financial position or operating results. There exists no material violation of ERISA with respect to the filing of reports, documents, and notices regarding the Employee Plan participants or beneficiaries. No action, suit, or proceeding is pending, nor, to the Know...