Undertakings of NPB. (i) Employees, Severance Policy. --------------------------- (A) NPB will endeavor to continue the employment of all current employees of CIB or any CIB Subsidiary in positions that will contribute to the successful performance of the combined organization. Where there is a coincidence of responsibilities, NPB will try to reassign the affected individual to a needed position that utilizes the skills and abilities of the individual. If that is impracticable or if NPB elects to eliminate a position, NPB will make severance payments to the displaced employee as set forth in this Section 4.07(c)(i). NPB will also make severance payments to an employee who declines a position that requires re-location more than 40 miles from his current place of employment. (B) Subject to the following minimum and maximum benefits, NPB will grant an eligible employee one week of severance pay (at his then current pay rate) for each year of an employee's service with CIB or any CIB Subsidiary prior to the employment termination date. The minimum benefit shall be four weeks' salary for full-time exempt and nonexempt employees, which will be pro- rated for part-time employees. The maximum severance benefit will be 26 weeks' salary. (C) All employees of CIB or of any CIB Subsidiary on the date hereof will be eligible for severance benefits set forth in this Section 4.07(c)(i), except that: (1) No employee of CIB or of any CIB Subsidiary who shall receive any payments or benefits pursuant to any "change in control" agreement or similar plan or right shall be eligible for any severance benefits; and (2) No employee of CIB or of any CIB Subsidiary with an operating systems conversion support role of any kind shall be eligible for any severance benefits unless such employee continues in employment for 30 days following the actual consolidation and conversion of BBank's operating systems with and into NPBank's operating systems, which, as of the date hereof, is scheduled to be not later than June 30, 2001. (D) Persons eligible for severance benefits will remain eligible for such benefits in the event of any termination of employment, other than for "cause", within six months of the Effective Date. Any person whose employment with NPB is terminated by NPB without "cause" after six months from the Effective Date shall receive such severance benefit from NPB as is provided for in NPB's general severance policy for such terminations (with full credit being given for each year of service with CIB or any CIB Subsidiary). (E) For purposes of this Section 4.07(c)(i), "cause" means the employer's good faith reasonable belief that the employee (1) committed fraud, theft or embezzlement; (2) falsified corporate records; (3) disseminated confidential information concerning customers, NPB, any NPB Subsidiary or any of its or their employees; (4) had documented unsatisfactory job performance under NPB's dismissal policy; or (5) violated NPB's Code of Conduct. The foregoing definition of "cause" is the definition of "cause" used by NPB and its Subsidiaries in the ordinary course of its business.
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Undertakings of NPB. (i) Employees, Severance Policy. ---------------------------
(A) Subject to NPB's usual personnel and qualification policies, NPB will endeavor to continue the employment of all current non-management employees of CIB or any CIB Subsidiary NFC in positions that will contribute to the successful performance of the combined organization. More specifically, NPB will, after consultation with ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, President and Chief Executive Officer of NFC, prior to or soon after the Closing Date, inform each NFC employee of the likelihood of such employee having continued employment with Nittany Bank, NPB, NPBank or any other NPB Subsidiary following the Closing, it being NPB's intent to retain all customer contact personnel, and NPB will permit any NFC employee to apply for any employment position posted as available with Nittany Bank, NPB, NPBank or any other NPB Subsidiary. NPB will give any NFC applicant priority consideration. Where there is a coincidence of responsibilities, NPB will try to reassign the affected individual to a needed position that utilizes the skills and abilities of the individual. If that is impracticable or if NPB elects to eliminate a positionposition or does not offer the employee comparable employment (i.e., a position of substantially similar job description or responsibilities at substantially the same salary level in a work location within twenty-five (25) miles of the employee's then current work location with NFC), NPB will make severance payments to the displaced employee as set forth in this Section 4.07(c)(i5.07(c)(i). NPB will also make severance payments to an employee who declines a position that requires re-location more than 40 miles from his current place of employment.
(B) Subject to the following minimum and maximum benefits, NPB will grant an eligible employee one week two weeks of severance pay (at his then current pay rate) for each year of an employee's service with CIB NFC or any CIB NFC Subsidiary prior to the employment termination date. The minimum benefit shall be four eight weeks' salary for full-time exempt and nonexempt employees, which will be pro- pro-rated for part-time employees. The maximum severance benefit will be 26 16 weeks' salary.
(C) All employees of CIB NFC or of any CIB NFC Subsidiary on the date hereof will be eligible for severance benefits set forth in this Section 4.07(c)(i5.07(c)(i), except that:
(1) No employee of CIB NFC or of any CIB NFC Subsidiary who shall receive any payments payment or benefits benefit pursuant to any "change in control" agreement or similar plan or right shall be eligible for any severance benefits; and
(2) No employee of CIB NFC or of any CIB NFC Subsidiary with an operating systems conversion support role of any kind shall be eligible for any severance benefits unless such employee continues in employment for 30 days following the actual consolidation and conversion of BBankNFC's operating systems with and into NPBankNPB's operating systems, which, as of the date hereof, is scheduled to be completed not later than June 30, 2001sixty days after the Effective Date.
(D) Persons Each person eligible for severance benefits will remain eligible for such benefits in the event of any termination of employmentif his or her employment is terminated, other than for "cause", within six twelve months of after the Effective Date. Any person whose employment with NPB or any NPB Subsidiary is terminated by NPB without "cause" after six twelve months from the Effective Date shall receive such severance benefit from NPB or such NPB Subsidiary as is provided for in NPB's general severance policy for such terminations (with full credit being given for each year of service with CIB NFC or any CIB NFC Subsidiary in addition to the years of service with NPB or any NPB Subsidiary).
(E) For purposes of this Section 4.07(c)(i5.07(c)(i), "cause" means the employer's good faith reasonable belief that the employee (1) committed fraud, theft or embezzlement; (2) falsified corporate records; (3) disseminated confidential information concerning customers, NPB, any NPB Subsidiary or any of its or their employeesemployees in violation of any applicable confidentiality agreement or policy; (4) had documented unsatisfactory job performance under NPB's dismissal policy; or (5) violated NPB's Code of Conduct. The foregoing definition of "cause" is the definition of "cause" used by NPB and its Subsidiaries in the ordinary course of its business.
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