OF ACCOUNT AND RECORDS ON A BASIS
CONSISTENT WITH PAST PRACTICE.
(V)
TAXES.
CMTY AND EACH CMTY SUBSIDIARY, AND PRFS AND EACH PRFS SUBSIDIARY,
SHALL FILE ALL FEDERAL, STATE, AND LOCAL TAX RETURNS REQUIRED TO BE FILED BY IT
ON OR BEFORE THE DATE SUCH RETURNS ARE DUE, INCLUDING ANY EXTENSIONS, AND PAY
ALL TAXES SHOWN TO BE DUE ON SUCH RETURNS ON OR BEFORE THE DATES SUCH PAYMENTS
ARE DUE, EXCEPT THOSE BEING CONTESTED IN GOOD FAITH.
(VI)
INTEGRATION TEAM.
CMTY AND PRFS SHALL COOPERATE WITH EACH OTHER IN THE
SELECTION OF AN INTEGRATION TEAM, WHICH TEAM SHALL PLAN AND IMPLEMENT AN
ORDERLY, COST-EFFECTIVE CONSOLIDATION OF THE DEPOSIT AND INFORMATION TECHNOLOGY
OPERATIONS OF COMMUNITY BANKS INTO BLUE BALL'S OPERATIONS IN BLUE BALL,
PENNSYLVANIA.
(VII)
IN-HOUSE OPERATIONS.
CMTY AND PRFS SHALL, SUBJECT TO APPLICABLE LEGAL
REQUIREMENTS, COOPERATE WITH EACH OTHER IN AN ORDERLY, COST-EFFECTIVE
CONSOLIDATION OF OPERATIONS.
66
(VIII)
DELIVERY OF FINANCIAL STATEMENTS.
CMTY AND PRFS SHALL EACH DELIVER TO
THE OTHER, AS SOON AS PRACTICABLE AFTER THE END OF EACH MONTH AND AFTER THE END
OF EACH CALENDAR QUARTER PRIOR TO THE EFFECTIVE DATE, COMMENCING WITH THE MONTH
ENDED OCTOBER 31, 2004, AN UNAUDITED CONSOLIDATED BALANCE SHEET AS OF SUCH DATE
AND RELATED UNAUDITED CONSOLIDATED STATEMENTS OF INCOME FOR THE PERIODS THEN
ENDED, WHICH FINANCIAL STATEMENTS SHALL FAIRLY PRESENT, IN ALL MATERIAL
RESPECTS, ITS CONSOLIDATED FINANCIAL CONDITION, RESULTS OF OPERATIONS FOR THE
PERIODS THEN ENDED IN ACCORDANCE WITH GAAP, SUBJECT TO YEAR-END AUDIT
ADJUSTMENTS AND FOOTNOTES.
(C)
UNDERTAKINGS OF CMTY.
(I)
EMPLOYEE SEVERANCE POLICY.
(A)
SUBJECT TO CMTY'S USUAL PERSONNEL AND QUALIFICATION POLICIES, CMTY WILL
ENDEAVOR TO CONTINUE THE EMPLOYMENT OF ALL CURRENT NON-MANAGEMENT EMPLOYEES OF
PRFS IN POSITIONS THAT WILL CONTRIBUTE TO THE SUCCESSFUL PERFORMANCE OF THE
COMBINED ORGANIZATION.
MORE SPECIFICALLY, CMTY WILL, AFTER CONSULTATION WITH
PRFS, PRIOR TO OR SOON AFTER THE CLOSING DATE, INFORM EACH PRFS EMPLOYEE OF THE
LIKELIHOOD OF SUCH EMPLOYEE HAVING CONTINUED EMPLOYMENT WITH CMTY, COMMUNITY
BANKS OR ANY OTHER CMTY SUBSIDIARY FOLLOWING THE CLOSING, AND WILL PERMIT ANY
PRFS EMPLOYEE TO APPLY FOR ANY EMPLOYMENT POSITION POSTED AS AVAILABLE WITH
CMTY, COMMUNITY BANKS OR ANY OTHER CMTY SUBSIDIARY.
IF CMTY ELECTS TO ELIMINATE
A POSITION OR DOES NOT OFFER THE EMPLOYEE A POSITION OF SUBSTANTIALLY SIMILAR
JOB DESCRIPTIONS 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 PRFS (REFERRED TO HEREIN AS "COMPARABLE EMPLOYMENT"), CMTY WILL
MAKE SEVERANCE PAYMENTS TO THE DISPLACED EMPLOYEE AS SET FORTH IN THIS SECTION
5.07(C)(I).
(B)
SUBJECT TO THE FOLLOWING MINIMUM BENEFITS, CMTY WILL GRANT AN ELIGIBLE
FULL-TIME EMPLOYEE, WHO WAS EXEMPT AS OF THE DATE OF THIS AGREEMENT, TWO WEEKS
OF SEVERANCE PAY (AT HIS THEN CURRENT PAY RATE) FOR EACH YEAR OF SERVICE WITH
PRFS OR ANY PRFS SUBSIDIARY PRIOR TO THE EMPLOYMENT TERMINATION DATE.
THE
MINIMUM BENEFIT FOR EXEMPT EMPLOYEES SHALL BE TWO (2) WEEKS' SALARY, AND THE
MAXIMUM SEVERANCE BENEFIT WILL BE FIFTY-TWO (52) WEEKS' SALARY FOR