Common use of Benefit Plans Clause in Contracts

Benefit Plans. Parent shall take all reasonable actions necessary to allow eligible employees of the Company that will be employees of the Surviving Corporation (“Transitioned Employees”), to participate in benefit programs which are substantially comparable to those maintained for the benefit of, or offered to, similarly situated employees of Parent, as soon as practicable after the Effective Time, to the extent permitted by the terms of such Parent benefit plan or any insurance contract or agreement applicable thereto; provided, however, that in the case of plans for which the Company maintains a plan offering the same type of benefit, such participation need not be offered by Parent until the corresponding plan of the Company ceases to be available or is terminated after the Effective Time. Parent will recognize employment services of each Transitioned Employee with the Company for purposes of eligibility and vesting (but not benefit accrual) under any benefit plan of Parent. Each Transitioned Employee’s years of service with the Company and any of its Subsidiaries shall be otherwise recognized for all general employment purposes, including seniority, vacation, personal time and similar general employment purposes; provided, that any vacation time offered by Parent in the calendar year of the Effective Time to any Transitioned Employee shall be offset by any vacation time used by or paid to a Transitioned Employee by the Company or any of its Subsidiaries in the calendar year of the Effective Time. In addition, Parent will (a) waive all limitations as to preexisting conditions, exclusions, waiting periods and service requirements with respect to participation and coverage requirements applicable to Transitioned Employees under any group health plan sponsored by Parent, except to the extent such preexisting conditions, exclusion, waiting period or service requirement had not been satisfied by any such Transitioned Employee as of the Effective Time under a group health plan sponsored by the Company or any of its Subsidiaries; and (b) provide each Transitioned Employee with credit for any deductible, copayment and out-of-pocket limits applicable to such employees under any such group medical plan sponsored by the Company or any of its Subsidiaries and paid by the Transitioned Employee prior to the Effective Time during the calendar year of the Effective Time.

Benefit Plans. Parent shall take all reasonable actions necessary to allow eligible employees of the Company that will be employees of the Surviving Corporation (“Transitioned Employees”), to participate in benefit programs which are substantially comparable to those maintained for the benefit of, or offered to, similarly situated employees of Parent, as soon as practicable after Following the Effective Time, to the extent permitted Parent shall cause service performed by the terms of such Parent benefit plan or any insurance contract or agreement applicable thereto; provided, however, that in the case of plans current employees for which the Company maintains a plan offering the same type of benefit, such participation need not be offered by Parent until the corresponding plan of the Company ceases and its Subsidiaries (and any predecessor entities) to be available or is terminated after the Effective Time. Parent will recognize employment services of each Transitioned Employee with the Company taken into account for purposes of eligibility and vesting (but not for purposes of pension benefit accrual) ), and for purposes of determining severance (to the extent applicable), vacation and other paid time off entitlements (to the extent applicable), under any the benefit plan plans of Parent. Each Transitioned Employee’s years of service with the Company Parent and any of its Subsidiaries shall be otherwise recognized for all general employment purposes, including seniority, vacation, personal time and similar general employment purposes; provided, that any vacation time offered by Parent in the calendar year of the Effective Time to any Transitioned Employee shall be offset by any vacation time used by or paid to a Transitioned Employee by the Company or any of its Subsidiaries in the calendar year which employees of the Effective Time. In addition, Parent will (a) waive all limitations as to preexisting conditions, exclusions, waiting periods and service requirements with respect to participation and coverage requirements applicable to Transitioned Employees under any group health plan sponsored by Parent, except Company participate to the extent such preexisting conditionsservice was credited by the Company and its Subsidiaries under similar benefit plans; provided, exclusionhowever, waiting period that Parent or service requirement had not been satisfied by its Subsidiaries may provide that such employees continue to participate in any such Transitioned Employee as of Plan or International Plan following the Effective Time under a group health until such practicable date as they commence participation in an applicable benefit plan sponsored by the Company of Parent or any of its Subsidiaries; . Company employees who, as of the Effective Time, are eligible for sabbaticals under the Company’s paid sabbatical leave policy shall be eligible to take paid sabbatical leaves of absence, to the extent earned as of the Effective Time, under such policy or a substantially identical sabbatical or leave of absence policy of Parent after the Effective Time pursuant to the terms of such policy. When employees of the Company become eligible to participate in a medical, dental or health plan of Parent, to the extent permissible under the applicable benefit plan, Parent shall cause each such plan to (i) waive any preexisting condition limitations to the extent such conditions were covered under the applicable medical, health or dental plans of the Company and (bii) provide each Transitioned Employee with credit for waive any deductible, copayment and out-of-pocket limits waiting period limitation or evidence of insurability requirement which would otherwise be applicable to such employees employee on or after the Effective Time to the extent such employee had satisfied any similar limitation or requirement under any such group medical an analogous Company plan sponsored by the Company or any of its Subsidiaries and paid by the Transitioned Employee prior to the Effective Time during the calendar year of the Effective Time.

Benefit Plans. Parent shall take all reasonable actions necessary to allow eligible employees of the Company that will be employees of the Surviving Corporation (“Transitioned Employees”), to participate in benefit programs which are substantially comparable to those maintained for the benefit of, or offered to, similarly situated employees of Parent, as a) As soon as administratively practicable after the Effective Time, TriCo shall take all reasonable action so that employees of FNBB and its Subsidiaries shall be entitled to participate in each TriCo Benefit Plan of general applicability to the same extent as similarly-situated employees of TriCo and its Subsidiaries (it being understood that inclusion of the employees of FNBB and its Subsidiaries in the TriCo Benefit Plans may occur at different times with respect to different plans), provided that coverage shall be continued under the corresponding Benefit Plans of FNBB and its Subsidiaries until such employees are permitted by to participate in the terms TriCo Benefit Plans and provided further, however, that nothing contained herein shall require TriCo or any of its Subsidiaries to make any grants to any former employee of FNBB and its Subsidiaries under any discretionary equity compensation plan of TriCo. TriCo shall cause each TriCo Benefit Plan in which employees of FNBB and its Subsidiaries are eligible to participate to recognize, for purposes of determining eligibility to participate in, the vesting of benefits and for all other purposes (but not for accrual of pension benefits, if applicable) under the TriCo Benefit Plans, the service of such Parent benefit plan or any insurance contract or agreement applicable thereto; employees with FNBB and its Subsidiaries to the same extent as such service was credited for such purpose by FNBB and its Subsidiaries, provided, however, that in the case of plans for which the Company maintains a plan offering the same type of benefit, such participation need service shall not be offered recognized to the extent that such recognition would result in a duplication of benefits or to the extent not otherwise permissible under the terms of a TriCo Benefit Plan, provide further, that an employee’s eligibility to participate will be governed by Parent until the corresponding plan eligibility criteria of the Company ceases particular TriCo Benefit Plan. Nothing herein shall limit the ability of TriCo to be available amend or is terminated after terminate any of the TriCo Benefit Plans or the FNBB Benefit Plans in accordance with their terms at any time. (b) At and following the Effective Time. Parent will recognize employment services , TriCo shall honor, and the Surviving Corporation shall continue to be obligated to perform, in accordance with their terms, all benefit obligations to, and contractual rights of, current and former employees of each Transitioned Employee with the Company for purposes of eligibility FNBB and vesting (but not benefit accrual) under any benefit plan of Parent. Each Transitioned Employee’s years of service with the Company and any of its Subsidiaries shall be otherwise recognized for all general employment purposes, including seniority, vacation, personal time and similar general employment purposes; provided, that any vacation time offered by Parent in the calendar year current and former directors of FNBB and its Subsidiaries existing as of the Effective Time to any Transitioned Employee shall be offset by any vacation time used by or paid to a Transitioned Employee by the Company or any Date, as well as all bonus, deferred compensation, supplemental retirement plan, salary continuation, severance, termination, change in control and other existing plans and policies of FNBB and its Subsidiaries in to the calendar year extent that each of the Effective Time. In additionforegoing are Previously Disclosed. (c) At such time as employees of FNBB and its Subsidiaries become eligible to participate in a medical, Parent will dental, health, life or disability plan of TriCo or its Subsidiaries, TriCo shall cause each such plan to (ai) waive all any preexisting condition limitations as to preexisting conditions, exclusions, waiting periods and service requirements with respect to participation and coverage requirements applicable to Transitioned Employees under any group health plan sponsored by Parent, except to the extent such preexisting conditionsconditions are covered under the applicable medical, exclusionhealth or dental plans of TriCo, waiting period or service requirement had not been satisfied by any such Transitioned Employee as of the Effective Time under a group health plan sponsored by the Company or any of its Subsidiaries; and (bii) provide each Transitioned Employee with full credit under medical, health and dental plans for any deductibledeductibles, copayment co-payment and out-of-pocket limits expenses incurred by the employees and their beneficiaries during the portion of the calendar year prior to such participation and (iii) waive any waiting period limitation or evidence of insurability requirement which would otherwise be applicable to such employees employee on or after the Effective Time to the extent such employee had satisfied any similar limitation or requirement under any such group medical plan sponsored by the Company or any of its Subsidiaries and paid by the Transitioned Employee a corresponding FNBB Benefit Plan prior to the Effective Time during Time, provided, however, that such waiver shall not be required to the calendar year extent that such waiver would result in a duplication of benefits or to the extent not otherwise permissible under the terms of a contract insuring benefits under the TriCo Benefit Plans. (d) Those employees of FNBB and its Subsidiaries (i) who are not offered employment by TriCo or its Subsidiaries following the Effective Time, who are not a party to an employment agreement or otherwise entitled to an existing severance package, change in control benefit or payments under any salary continuation plan, and who sign and deliver (and do not revoke) a termination and release agreement in a form acceptable to TriCo within forty-five (45) days of the Effective Time.Time or (ii) who are terminated by TriCo without cause prior to the first anniversary of the Effective Time and deliver (and do not revoke) a termination and release agreement in a form acceptable to TriCo within forty-five (45) days of termination, shall be entitled to receive a single lump sum payment of severance in an amount and in accordance with

Benefit Plans. Parent shall take all reasonable actions necessary to allow eligible employees of the Company that will be employees of the Surviving Corporation (“Transitioned Employees”), to participate in benefit programs which are substantially comparable to those maintained for the benefit of, or offered to, similarly situated employees of Parent, as soon as practicable a) From and after the Effective Time, to the extent permitted by the terms of such Parent benefit plan or any insurance contract or agreement applicable thereto; provided, however, that in the case of plans for which the Company maintains a plan offering the same type of benefit, such participation need not be offered by Parent until the corresponding plan of the Company ceases to be available or is terminated after the Effective Time. Parent will recognize employment services of each Transitioned Employee with the Company for purposes of eligibility and vesting (but not benefit accrual) under any benefit plan of Parent. Each Transitioned Employee’s years of service with the Company and any of its Subsidiaries shall be otherwise recognized for all general employment purposes, including seniority, vacation, personal time and similar general employment purposes; provided, agrees that any vacation time offered by Parent in the calendar year former employees of the Effective Time to any Transitioned Employee shall be offset by any vacation time used by or paid to a Transitioned Employee by the Company or any of its Subsidiaries who continue employment with Parent or its Subsidiaries (such employees “Continuing Employees”) will be eligible to participate in the calendar year employee benefit plans of Parent (including any severance plan maintained by Parent) on substantially the same terms and conditions of similarly situated employees of Parent. Parent will cause such employee benefit plans to take into account for purposes of eligibility and vesting thereunder service by such Continuing Employees as if such service were with Parent, to the same extent that such service was credited under a comparable plan of the Effective Time. In addition, Parent will Company or any of its Subsidiaries (a) waive all limitations as to preexisting conditions, exclusions, waiting periods and service requirements with respect to participation and coverage requirements applicable to Transitioned Employees under any group health plan sponsored by Parent, except to the extent such preexisting conditions, exclusion, waiting period it would result in a duplication of benefits). Nothing herein shall limit the ability of Parent to (i) amend or service requirement had not been satisfied by terminate any such Transitioned Employee as of the Effective Time under Benefit Plans in accordance with their terms at any time or (ii) to retain or terminate the employment of any particular Employee. (b) If any of the Continuing Employees of the Company or any of its Subsidiaries become eligible to participate in a group medical, dental or health plan sponsored by of Parent, Parent shall use commercially reasonable efforts to cause, to the extent practicable, each such plan to (i) waive any preexisting condition limitations to the extent such conditions were covered under the applicable medical, dental or health plans of the Company or any of its Subsidiaries; and , (bii) provide each Transitioned Employee with credit for honor -52- under such plans any deductible, copayment co-payment and out-of-pocket limits expenses incurred by such Continuing Employees and their beneficiaries during the portion of the calendar year prior to such participation and (iii) waive any waiting period limitation or evidence of insurability requirement which would otherwise be applicable to such employees employee on or after the Effective Time to the extent such employee had satisfied any similar limitation or requirement under any such group medical an analogous plan sponsored by the Company or any of its Subsidiaries and paid by the Transitioned Employee prior to the Effective Time during Time. (c) Effective as of no later than the calendar year of day immediately preceding the Effective Time, the Company shall provide Parent with evidence that the Bank of Alameda 401(k) Profit Sharing Plan is in the process of being terminated pursuant to resolutions of the Company Board that are effective as of no later than the day immediately preceding the Effective Time, provided, however, that the effectiveness of such termination may be conditioned on the consummation of the Merger. The form and substance of such resolutions shall be subject to the review and reasonable and timely approval of Parent. The Company also shall take such other actions in furtherance of terminating the Bank of Alameda 401(k) Profit Sharing Plan as Parent may reasonably require, provided, however, that the effectiveness of any such actions may be conditioned on the consummation of the Merger. Parent shall, and shall cause its Affiliates to, designate a tax-qualified defined contribution plan of Parent or one of its Affiliates (such plan(s), the “Parent 401(k) Savings Plan”) that either (i) currently provides for the receipt from Continuing Employees of “eligible rollover distributions” (as such term is defined under Section 402 of the Code) or (ii) shall be amended as soon as practicable following the Effective Date to provide for the receipt from the Continuing Employees of eligible rollover distributions. Each Eligible Employee who is a participant in the Parent 401(k) Savings Plan shall be given the opportunity to receive a distribution of his or her account balance and shall be given the opportunity to elect to “roll over” such account balance to the Parent 401(k) Savings Plan, subject to and in accordance with the provisions of such plan(s) and applicable law. The Company shall cooperate with Parent to terminate on terms mutually agreeable to the parties hereto and, if consent of participants is required by the applicable agreement or plan document or, in the reasonable judgment of the administrator of such Company program, by applicable Law, the participants in any salary continuation agreements, supplemental executive retirement plans, executive bonus agreements and any other non-qualified deferred compensation plan (collectively “Deferred Compensation Programs”), all Deferred Compensation Programs, whether or not subject to Section 409A of the Code, subject to the prior satisfaction or waiver of all the Company’s conditions set forth in Article VII of this Agreement, on or prior to the Effective Time, including the termination or transfer of any insurance policy obtained in connection therewith and shall, at the request of the Parent, cooperate with Parent in seeking from such participants their approval of amendments to any such Deferred Compensation Program to allow for lump sum payments, in lieu of any continued payments that may be required thereunder, on terms agreed upon by the parties and such participants. (d) Immediately prior to the Effective Time, Company shall make or caused to be made a severance payment to each Employee who is identified by Parent as not being a Continuing Employee. The amount of the severance payment to a non-continuing Employee shall be equal to two weeks of his or her current salary for each full year of service worked by such Employee for Company or Company Bank with a minimum of four weeks of salary. No Employee receiving any payments under a Change in Control Agreement shall be entitled to any payment under this Section 6.10(d).

Benefit Plans. Parent (a) As of the Effective Date but not thereafter, Purchaser shall take all reasonable actions necessary to allow eligible cause the employees of the Company and its Subsidiaries to be provided with employee benefit plans and arrangements that will be employees of the Surviving Corporation (“Transitioned Employees”), to participate in benefit programs which are substantially comparable equivalent in the aggregate to those maintained for provided to such employees under the benefit of, or offered to, similarly situated employees of Parent, as soon as practicable after Benefit Plans immediately prior to the Effective Time, to the extent permitted by the terms of such Parent benefit plan or any insurance contract or agreement applicable theretoDate; provided, however, that in the case of plans for which the Company maintains a plan offering the same type of benefit, such participation need not be offered by Parent until the corresponding plan of the Company ceases to be available or is terminated after the Effective Time. Parent will recognize employment services of each Transitioned Employee with the Company for purposes of eligibility and vesting (but not benefit accrual) under any benefit plan of Parent. Each Transitioned Employee’s years of service with the Company and any of its Subsidiaries nothing contained herein shall be otherwise recognized for all general employment purposes, including seniority, vacation, personal time and similar general employment purposes; provided, that any vacation time offered by Parent in the calendar year of the Effective Time to any Transitioned Employee shall be offset by any vacation time used by or paid to a Transitioned Employee by the Company require Purchaser or any of its Subsidiaries to either make any grants to any employee of the Company or its Subsidiaries under any discretionary equity compensation plan of Purchaser, or to establish any equity compensation plan; and provided further, however, that the Purchaser or the Surviving Corporation, as the case may be, shall be permitted to make commercially reasonable changes in insurance carriers, co-pays, deductibles, and participant and employer contribution levels while maintaining the calendar year availability of employee benefits of the type provided to the employees immediately prior to the Effective Date. Purchaser shall cause each new benefit plan (the “Purchaser Benefit Plans”) in which employees of the Company and its Subsidiaries are eligible to participate to recognize, for purposes of determining eligibility to participate in, the vesting of benefits and for all other purposes, but not for accrual of any benefits other than vacation benefits, under the Purchaser Benefit Plans, the service of such 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. Nothing herein shall limit the ability of Purchaser to amend or terminate any of the Benefit Plans in accordance with and to the extent permitted by their terms or reduce, terminate or not continue any of the benefits under such Benefit Plans following the Effective Date. (b) At and following the Effective Time, Purchaser shall honor, and the Surviving Corporation shall continue to be obligated to perform, in accordance with their terms, all benefit obligations to, and contractual rights of, current and former employees of the Company and its Subsidiaries and current and former directors of the Company and its Subsidiaries existing as of the Effective TimeDate, as well as all employment, executive severance or “change-in-control” or similar agreements, plans or policies of the Company that are set forth on Section 6.9(b) of the Company Disclosure Schedule and which have been provided to Purchaser. In additionThe severance or termination payments that are payable pursuant to such agreements, Parent will plans or policies of the Company are set forth on Section 6.9(b) of the Company Disclosure Schedule. (ac) At such time as employees of the Company and its Subsidiaries become eligible to participate in a medical, dental, or health plan of Purchaser or its Subsidiaries, Purchaser shall cause each such plan to (i) waive all any preexisting condition limitations as to preexisting conditions, exclusions, waiting periods and service requirements with respect to participation and coverage requirements applicable to Transitioned Employees under any group health plan sponsored by Parent, except to the extent such preexisting conditionsconditions are covered under the applicable medical, exclusionhealth, waiting period or service requirement had not been satisfied dental plans of Purchaser and to the extent permitted by any such Transitioned Employee as of the Effective Time under a group health plan sponsored by the Company or any of its Subsidiaries; and Law, (bii) provide each Transitioned Employee with full credit under such plans for any deductibledeductibles, copayment co-payment and out-of-pocket limits expenses incurred by the employees and their dependents during the portion of the calendar year prior to such participation and (iii) waive any waiting period limitation or evidence of insurability requirement that would otherwise be applicable to such employees employee or dependent on or after the Effective Time to the extent such employee or dependent had satisfied any similar limitation or requirement under any such group medical plan sponsored by the Company or any of its Subsidiaries and paid by the Transitioned Employee an analogous Benefit Plan prior to the Effective Time during the calendar year of Time. (d) Immediately prior to the Effective Time, the Company shall, at the written request of Purchaser, terminate such of the Benefit Plans as is requested by Purchaser. (e) With respect to the PennEngineering Flexible Spending Plan, Purchaser shall either (i) cause the Company’s employees and their unreimbursed contributions credited under the PennEngineering Flexible Spending Plan to be transferred to an equivalent flexible spending plan of Purchaser or (2) continue to operate the PennEngineering Flexible Spending Plan through December 31, 2005.

Benefit Plans. Parent (a) As soon as administratively practicable after the Effective Time, FNB shall take all reasonable actions necessary to allow eligible action so that employees of YDKN and the Company that will YDKN Subsidiaries shall be employees of the Surviving Corporation (“Transitioned Employees”), entitled to participate in each FNB Benefit Plan of general applicability with the exception of FNB’s defined benefit programs which are substantially comparable pension plan and any other plan frozen to those maintained for new participants (collectively, the benefit of, or offered to, similarly “FNB Eligible Plans”) to the same extent as similarly-situated employees of ParentFNB and its Subsidiaries, it being understood that inclusion of the employees of YDKN and the YDKN Subsidiaries in the FNB Eligible Plans may occur at different times with respect to different plans, provided that coverage shall be continued under corresponding YDKN Benefit Plans until such employees are permitted to participate in the FNB Eligible Plans and provided further, however, that nothing contained in this Agreement shall require FNB or any of its Subsidiaries to make any grants to any former employee of YDKN under any discretionary equity compensation plan of FNB or to provide the same level of (or any) employer contributions or other benefit subsidies as YDKN or the YDKN Subsidiaries have provided. Notwithstanding the foregoing, during the period commencing at the Effective Time and ending on the first anniversary thereof, FNB or its Subsidiaries shall provide severance payments and benefits to each employee of YDKN and the YDKN Subsidiaries that are no less favorable than the severance payments and benefits provided by FNB and its Subsidiaries to their similarly situated employees, as in effect as of the date hereof and as described in Section 6.6(a) of the FNB Disclosure Schedule. (b) FNB shall cause each FNB Eligible Plan in which employees of YDKN and the YDKN Subsidiaries are eligible to participate, to recognize, for purposes of determining eligibility to participate in, and vesting of, benefits under the FNB Eligible Plans, the service of such employees with YDKN and the YDKN Subsidiaries to the same extent as such service was credited for such purpose by YDKN or the YDKN Subsidiaries, and, solely for purposes of FNB’s severance and vacation plans, policies and programs, for purposes of determining the benefit amount, provided, however, that such service shall not be recognized to the extent that such recognition would result in a duplication of benefits. Except for the commitment to continue those YDKN Benefit Plans that correspond to FNB Eligible Plans until employees of YDKN and the YDKN Subsidiaries are included in such FNB Eligible Plans, nothing in this Agreement shall limit the ability of FNB to amend or terminate any of the YDKN Benefit Plans in accordance with and to the extent permitted by their terms. (c) At and following the Effective Time, FNB and the Surviving Company shall honor and continue to be obligated to perform, in accordance with their terms, all benefit obligations to, and contractual rights of, current and former employees of YDKN and the YDKN Subsidiaries and current and former directors of YDKN and the YDKN Subsidiaries existing as of the Closing Date under any YDKN Benefit Plan. (d) At such time as employees of YDKN and the YDKN Subsidiaries become eligible to participate in a medical, dental or health plan of FNB or its Subsidiaries, FNB shall, to the extent reasonably practicable and available from its insurers, cause each such plan to (i) waive any preexisting condition limitations to the extent such conditions were satisfied or waived under the analogous YDKN Benefit Plan, (ii) waive any waiting period limitation or evidence of insurability requirement that would otherwise be applicable to such employee or dependent on or after the Effective Time to the extent such employee or dependent had satisfied any similar limitation or requirement under an analogous YDKN Benefit Plan prior to the Effective Time and (iii) provide each such employee of YDKN and the YDKN Subsidiaries and his or her eligible dependents with credit for any co-payments or coinsurance and deductibles paid prior to the Effective Time under an YDKN Benefit Plan (to the same extent that such credit was given under the analogous YDKN Benefit Plan prior to the Effective Time) in satisfying any applicable deductible, co-payment, coinsurance or maximum out-of-pocket requirements under any medical, dental or health plan of FNB or its Subsidiaries. (e) YDKN shall adopt such Board resolutions and take such other action as FNB may reasonably request at least thirty (30) days prior to the Effective Time to cause all 401(k) Plans to be terminated immediately prior to the Effective Time (the “Plan Termination Date”) and the accounts of all participants and beneficiaries in the 401(k) Plans as of the Plan Termination Date to become fully vested as of the Plan Termination Date. As soon as practicable after the Effective Time, but in no event later than six (6) months after the Plan Termination Date, FNB shall file or cause to be filed all necessary documents with the IRS for a determination letter that the termination of the 401(k) Plans as of the Plan Termination Date will not adversely affect the plan’s qualified status. FNB shall use its reasonable best efforts to obtain such favorable determination letter; including adopting such amendments to the 401(k) Plans as may be requested by the IRS as a condition to its issuance of a favorable determination letter. As soon as practicable following the receipt of a favorable determination letter from the IRS regarding the qualified status of the 401(k) Plans upon its termination, the account balances in the 401(k) Plans shall be distributed to participants and beneficiaries or transferred to an eligible tax-qualified retirement plan or individual retirement account as a participant or beneficiary may direct. The Surviving Company shall take all other actions necessary to complete the termination of the 401(k) Plans, including filing a Final Form 5500, that arise after the Effective Time. FNB agrees, to the extent permitted by applicable Law, to permit the terms of such Parent benefit plan or any insurance contract or agreement applicable thereto; provided, however, that participants in the case of plans for which the Company maintains a plan offering the same type of benefit, such participation need not be offered by Parent until the corresponding plan of the Company ceases to be available or is terminated after the Effective Time. Parent will recognize employment services of each Transitioned Employee with the Company for purposes of eligibility and vesting (but not benefit accrual) under any benefit plan of Parent. Each Transitioned Employee’s years of service with the Company and any of its Subsidiaries shall be otherwise recognized for all general employment purposes, including seniority, vacation, personal time and similar general employment purposes; provided, that any vacation time offered by Parent in the calendar year of the Effective Time to any Transitioned Employee shall be offset by any vacation time used by or paid to a Transitioned Employee by the Company or any of its Subsidiaries in the calendar year of the Effective Time. In addition, Parent will (a) waive all limitations as to preexisting conditions, exclusions, waiting periods and service requirements with respect to participation and coverage requirements applicable to Transitioned Employees under any group health plan sponsored by Parent, except to the extent such preexisting conditions, exclusion, waiting period or service requirement had not been satisfied by any such Transitioned Employee as of the Effective Time under a group health plan sponsored by the Company or any of its Subsidiaries; and (b) provide each Transitioned Employee with credit for any deductible, copayment and out-of-pocket limits applicable to such employees under any such group medical plan sponsored by the Company or any of its Subsidiaries and paid by the Transitioned Employee prior to the Effective Time during the calendar year of the Effective Time.the

Benefit Plans. Parent shall take all reasonable actions necessary (i) With respect to allow eligible employees of the Company that will be employees of the Surviving Corporation (“Transitioned Employees”), to participate in benefit programs which are substantially comparable to those maintained for the benefit of, or offered to, similarly situated employees of Parent, as soon as practicable after the Effective TimeHealthWatch Benefit Plans, to the extent permitted by the terms knowledge of such Parent benefit plan HealthWatch, no event has occurred and there exists no condition or any insurance contract or agreement applicable thereto; providedset of circumstances, however, that in the case of plans for connection with which the Company maintains a plan offering the same type of benefit, such participation need not be offered by Parent until the corresponding plan of the Company ceases to be available or is terminated after the Effective Time. Parent will recognize employment services of each Transitioned Employee with the Company for purposes of eligibility and vesting (but not benefit accrual) under any benefit plan of Parent. Each Transitioned Employee’s years of service with the Company and any of its Subsidiaries shall be otherwise recognized for all general employment purposes, including seniority, vacation, personal time and similar general employment purposes; provided, that any vacation time offered by Parent in the calendar year of the Effective Time to any Transitioned Employee shall be offset by any vacation time used by or paid to a Transitioned Employee by the Company HealthWatch or any of its Subsidiaries subsidiaries would be subject to any liability that individually or in the calendar year aggregate would have a material adverse effect on HealthWatch under the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), the Effective TimeCode or any other applicable law. (ii) Each HealthWatch Benefit Plan has been administered in accordance with its terms, except for any failures so to administer any HealthWatch Benefit Plan that individually or in the aggregate would not have a material adverse effect on HealthWatch. In additionTo the knowledge of HealthWatch, Parent will the HealthWatch Benefit Plans have been operated, and are, in compliance with the applicable provisions of ERISA, the Code and all other applicable laws, except for any failures to be in such compliance that individually or in the aggregate would not have a material adverse effect on HealthWatch. (aiii) waive all limitations as to preexisting conditionsNo HealthWatch Benefit Plan provides medical benefits (whether or not insured), exclusions, waiting periods and service requirements with respect to participation and current or former employees after retirement or other termination of service (other than coverage requirements mandated by applicable law or benefits, the full cost of which is borne by the current or former employee) the amounts of which are not material. (iv) HealthWatch has no collective bargaining or other labor union contract applicable to Transitioned Employees under any group health plan sponsored persons employed by Parent, except to the extent such preexisting conditions, exclusion, waiting period or service requirement had not been satisfied by any such Transitioned Employee as of the Effective Time under a group health plan sponsored by the Company HealthWatch or any of its Subsidiaries; and (b) provide each Transitioned Employee with credit for any deductible, copayment and out-of-pocket limits applicable to such employees under any such group medical plan sponsored subsidiaries. No collective bargaining agreement is being negotiated or renegotiated by the Company HealthWatch or any of its Subsidiaries subsidiaries. As of the date of this Agreement, there is no labor dispute, strike or work stoppage against HealthWatch or any of its subsidiaries pending or, to the knowledge of HealthWatch, threatened which may interfere with the respective business activities of HealthWatch or any of its subsidiaries, except where such dispute, strike or work stoppage individually or in the aggregate would not have a material adverse effect on HealthWatch. As of the date of this Agreement, to the knowledge of HealthWatch, none of HealthWatch, any of its subsidiaries or any of their respective representatives or employees has committed any material unfair labor practice in connection with the operation of the respective businesses of HealthWatch or any of its subsidiaries, and paid there is no material charge or complaint against HealthWatch of any of its subsidiaries by the Transitioned National Labor Relations Board or any comparable governmental agency pending or threatened in writing. (v) No employee of HealthWatch will be entitled to any material payment, additional benefits or any acceleration of the time of payment or vesting of any benefits under any HealthWatch Benefit Plan as a result of the transactions contemplated by this Agreement (either alone or in conjunction with any other event such as a termination of employment), except that substantially all HealthWatch Employee Stock Options will vest as of the date on which HealthWatch Stockholder Approval is obtained. (vi) No material oral or written representation or commitment with respect to any aspect of any HealthWatch Benefit Plan has been or will be made to employees of HealthWatch or any HealthWatch subsidiaries by an authorized HealthWatch employee prior to the Effective Time during Closing Date that is not materially in accordance with the calendar year written or otherwise preexisting terms and provisions of such HealthWatch Benefit Plans in effect immediately prior to the Effective TimeClosing Date. (vii) Except such as would not have a material adverse effect, there are no material unresolved claims or disputes under the terms of, or in connection with, any HealthWatch Benefit Plan (other than routine undisputed claims for benefits), and no action, legal or otherwise, has been commenced with respect to any material claim.

Benefit Plans. (a) For a period of at least through December 31, 1998, Parent shall take all reasonable actions necessary cause the Surviving Corporation to allow eligible continue to maintain the Company's existing compensation, severance, welfare and pension benefit plans, programs and arrangements (other than any stock based plans, programs and arrangements) for the benefit of current and former employees of the Company that will and its subsidiaries (subject to such modification as may be employees required by applicable law or to maintain the tax exempt status of any such plan which is intended to be qualified under Section 401(a) of the Surviving Corporation (“Transitioned Employees”Code), to participate in benefit programs which are substantially comparable to those maintained for the benefit of, or offered to, similarly situated employees of Parent, as soon as practicable after the Effective Time, to the extent permitted by the terms of such Parent benefit plan or any insurance contract or agreement applicable thereto; provided, however, that (i) nothing herein shall prohibit Parent from replacing any such existing plan, program or arrangement with a plan, program or arrangement which provide such employees with benefits which are not less favorable in the case of plans for which aggregate than the Company maintains a plan offering benefits that would have been provided under such existing plan, program or arrangement to the same type of benefit, extent such participation need not be offered by Parent until replacement is permitted under the corresponding plan terms of the Company ceases applicable plan, program or arrangement and (ii) nothing herein shall obligate Parent to be available provide such employees with any stock based compensation (including, without limitation, stock options or is terminated stock appreciation rights) after the Effective Time. . (b) In light of Parent's desire that the Surviving Corporation provide appropriate employee incentives in the future, Parent will recognize employment services agrees to institute during the one-year period following the Effective Time a new performance-based incentive compensation plan for the benefit of employees of the Surviving Corporation and its subsidiaries. (c) All service credited to each Transitioned Employee with employee by the Company through the Effective Time shall be recognized by Parent for all purposes, including for purposes of eligibility 40 34 eligibility, vesting and vesting (but not benefit accrual) accruals under any employee benefit plan provided by the Surviving Corporation or Parent for the benefit of Parent. Each Transitioned Employee’s years of service with the Company and any of its Subsidiaries shall be otherwise recognized for all general employment purposes, including seniority, vacation, personal time and similar general employment purposesemployees; provided, that any vacation time offered by Parent in however, that, to the calendar year extent necessary to avoid duplication of the Effective Time to any Transitioned Employee shall be offset by any vacation time used by or paid to a Transitioned Employee benefits, amounts payable under employee benefit plans provided by the Surviving Corporation or Parent may be reduced by amounts payable under similar Company or any of its Subsidiaries in the calendar year of the Effective Time. In addition, Parent will (a) waive all limitations as to preexisting conditions, exclusions, waiting periods and service requirements plans with respect to participation the same periods of service. (d) Parent hereby agrees to cause the Surviving Corporation to honor (without modification) and coverage requirements applicable to Transitioned Employees under any group health plan sponsored by Parentassume, except to and hereby guarantees the extent such preexisting conditionsSurviving Corporation's performance of, exclusionthe employment agreements, waiting period or service requirement had not been satisfied by any such Transitioned Employee as executive termination agreements and individual benefit arrangements listed in Section 4.12(h) of the Effective Time under a group health plan sponsored by Disclosure Schedule, all as in effect on the Company date hereof or any of its Subsidiaries; and (b) provide each Transitioned Employee as amended after the date hereof with credit for any deductible, copayment and out-of-pocket limits applicable Parent's consent pursuant to such employees under any such group medical plan sponsored by the Company or any of its Subsidiaries and paid by the Transitioned Employee prior to the Effective Time during the calendar year of the Effective TimeSection 6.01.

Benefit Plans. Parent (a) From the Effective Time, FNFG shall take all reasonable actions necessary to allow eligible provide the employees of NAL and its Subsidiaries (the Company that will be employees of the Surviving Corporation (“Transitioned Covered Employees”)) with employee benefit plans, to participate in benefit programs which and arrangements that are substantially comparable similar to those maintained for the benefit of, or offered to, provided to similarly situated employees of Parent, as soon as practicable after the Effective Time, to the extent permitted by the terms of such Parent benefit plan or any insurance contract or agreement applicable thereto; provided, however, that in the case of plans for which the Company maintains a plan offering the same type of benefit, such participation need not be offered by Parent until the corresponding plan of the Company ceases to be available or is terminated after the Effective Time. Parent will recognize employment services of each Transitioned Employee FNFG and its Subsidiaries. (b) FNFG shall (1) provide all Covered Employees with the Company service credit for purposes of eligibility eligibility, participation and vesting (but not for benefit accrual) accruals under any defined benefit plan of Parent. Each Transitioned Employee’s years of service with the Company and pension plan), under any of its Subsidiaries shall be otherwise recognized for all general employment purposesemployee benefit or compensation plan, including seniorityprogram or arrangement adopted, vacation, personal time and similar general employment purposes; provided, that any vacation time offered maintained or contributed to by Parent in the calendar year of the Effective Time to any Transitioned Employee shall be offset by any vacation time used by or paid to a Transitioned Employee by the Company FNFG or any of its Subsidiaries in the calendar year which Covered Employees are eligible to participate, for all actual periods of the Effective Time. In addition, Parent will (a) waive all limitations as to preexisting conditions, exclusions, waiting periods and service requirements employment with respect to participation and coverage requirements applicable to Transitioned Employees under any group health plan sponsored by Parent, except to the extent such preexisting conditions, exclusion, waiting period or service requirement had not been satisfied by any such Transitioned Employee as of the Effective Time under a group health plan sponsored by the Company NAL or any of its Subsidiaries; Subsidiaries (or their predecessor entities) prior to the Effective Time, (2) cause any pre-existing conditions, limitations, eligibility waiting periods or required physical examinations under any welfare benefit plans of FNFG or any of its Subsidiaries to be waived with respect to the Covered Employees and their eligible dependents, to the extent waived under the corresponding plan (bfor a comparable level of coverage) provide each Transitioned in which the applicable Covered Employee with participated immediately prior to the Effective Time, (3) give credit for any deductible, copayment deductibles and eligible out-of-pocket expenses incurred (upon receipt of necessary documentation) towards deductibles and out-of-pocket limits applicable maximums during the portion of the plan year in which the Effective Time occurs, and (4) give credit for accrued vacation and sick days during the period commencing on the beginning of the year in which the Effective Time occurs until the Effective Time, as provided under the NAL Benefit Arrangements under the FNFG Benefit Arrangements for the year in which the Effective Time occurs. Notwithstanding any other provision of this Section 6.12, this Section 6.12(b) shall not apply with respect to such employees under any such group medical plan sponsored by the Company or any of its Subsidiaries and paid by FNFG Employee Stock Ownership Plan. (c) NAL shall terminate the Transitioned NAL Employee Stock Ownership Plan (the “ESOP”) immediately prior to the Effective Time during Time. In conjunction with such termination, all unallocated shares held as collateral pursuant to the calendar year ESOP necessary to retire the ESOP’s debt will be converted into treasury shares of NAL, and NAL will take all necessary actions to extinguish the balance (if any) of any ESOP loans outstanding as of the Closing Date. The accounts of all participants and beneficiaries in the ESOP shall become fully vested upon termination of the ESOP. In the event of such termination of the ESOP, then as soon as practicable following the receipt of an IRS favorable determination letter in relation to the termination of the ESOP, the account balances in the ESOP shall be either distributed to participants and beneficiaries or transferred to an eligible tax-qualified retirement plan or individual retirement account as a participant or beneficiary may direct. (d) If requested by FNFG in writing, NAL shall cause the NAL 401(k) Savings Plan (the “NAL Plan”) to be terminated effective immediately prior to the Closing Date. In the event of such termination of the NAL Plan, then as soon as administratively practicable following the receipt of an IRS favorable determination letter in relation to the termination of the NAL Plan from NAL, the account balances of all participants and beneficiaries in the NAL Plan shall be either distributed to participants and beneficiaries or transferred to an eligible tax-qualified retirement plan or individual retirement account as a participant or beneficiary may direct. FNFG agrees to permit Covered Employees to roll over their account balances in the NAL Plan to the FNFG 401(k) Plan. (e) Immediately prior to the Closing Date, NAL shall take all necessary actions to cease any additional benefit accruals pursuant to the Employees Retirement Plan of NAL. (f) FNFG and NAL may wish to provide retention bonuses to employees of NAL who remain employed at NAL through the Effective Time, or at FNFG for an interim period following the Effective Time through conversion. FNFG and NAL will mutually agree as to each NAL employee eligible to receive a retention bonus and the amount of each such retention bonus. The aggregate amount of such retention bonuses may be up to $2 million. (g) Prior to the Closing Date, NAL shall amend Section 6.01 of the NAL Severance Plan (the “Severance Plan”) to provide that in the event of a change in control (as defined in the Severance Plan), the Severance Plan may not be terminated or amended to reduce the benefits provided under the Severance Plan for a period of 12 months from the Closing Date, except as set forth in Section 8.08 of the Severance Plan, and except that any NAL employee whose employment terminates within 12 months after the Closing Date and who is entitled to receive benefits under the Severance Plan shall receive benefits under the Severance Plan as in effect as of the date of any such employee’s termination of employment. (h) FNFG agrees to provide outplacement services to eligible Covered Employees who are terminated by FNFG or its affiliates following the Merger due to relocation or consolidation of operations in accordance with the terms and conditions of the FNFG Benefit Arrangements. (i) Except as Previously Disclosed, FNFG agrees to honor the terms of all NAL Benefit Arrangements Previously Disclosed, with certain of the payments under such Benefit Arrangements to be accelerated as Previously Disclosed. FNFG agrees that completion of the Merger will constitute a “Change in Control” for purposes of the NAL Benefit Arrangements.

Benefit Plans. Parent shall take (a) Schedule 3.14(a) sets forth a list of all reasonable actions necessary Company Benefit Plans. A copy of each Company Benefit Plan, and all contracts relating thereto, or to allow eligible employees the funding thereof, has been supplied to Purchaser, along with an accurate written description of each Company Benefit Plan that is not in written form. To the extent applicable, the most recent annual report, actuarial report, accountant’s opinion of the plan’s financial statements, summary plan description, summaries of material modification and summary of benefits and coverage, IRS determination or opinion letter with respect to each Company Benefit Plan, and a current schedule of assets held with respect to any funded Company Benefit Plan, has been supplied to Purchaser. (b) All Company Benefit Plans comply in form with all requirements of applicable Law and have been administered in all material respects in accordance with their terms and with all applicable requirements of Law, and, no event has occurred that will or would reasonably be employees expected to cause any such Company Benefit Plan to fail to comply with such requirements and no notice has been issued by any Governmental Authority questioning or challenging such compliance. All Company Benefit Plans that are subject to Section 409A of the Surviving Corporation Code comply with Section 409A in form and have been administered in accordance with their terms and Section 409A of the Code. (“Transitioned Employees”), to participate in c) Each Company Benefit Plan that is an employee pension benefit programs which are substantially comparable to those maintained for plan is the benefit of, subject of a favorable determination or offered to, similarly situated employees of Parent, as soon as practicable after opinion letter issued by the Effective Time, IRS with respect to the extent permitted by the terms qualified status of such Parent benefit plan or under Section 401(a) of the Code and the tax-exempt status of any insurance contract or agreement applicable theretotrust that forms a part of such plan under Section 501(a) of the Code; provided, however, that in the case of plans all amendments to any such plan for which the Company maintains a plan offering remedial amendment period (within the same type meaning of benefit, such participation need not be offered by Parent until the corresponding plan Section 401(b) of the Code and applicable regulations) has expired are covered by a favorable IRS determination letter; and no event has occurred that will or would reasonably be expected to give rise to disqualification of any such plan under such sections. None of the assets of any Company ceases Benefit Plan are invested in employer securities or employer real property. (d) There have been no “prohibited transactions” (as described in Section 406 of ERISA or Section 4975 of the Code) with respect to be available or is terminated after the Effective Time. Parent will recognize employment services of each Transitioned Employee with any Company Benefit Plan and neither the Company for purposes of eligibility and vesting (but not benefit accrual) under any benefit plan of Parent. Each Transitioned Employee’s years of service with the Company and nor any of its Subsidiaries shall be otherwise recognized ERISA Affiliates has engaged in any prohibited transaction. There are no actions, suits or claims (other than routine claims for all general employment purposes, including seniority, vacation, personal time benefits) pending or threatened involving any Company Benefit Plan or the assets thereof and similar general employment purposes; provided, no facts exist that any vacation time offered by Parent in the calendar year of the Effective Time could give rise to any Transitioned Employee shall be offset by any vacation time used by such actions, suits or paid to a Transitioned Employee claims (other than routine claims for benefits). (e) There have been no acts or omissions by the Company or any of its Subsidiaries in the calendar year ERISA Affiliates that have given rise to or would reasonably be expected to give rise to interest, fines, penalties, taxes or related charges under Section 502 of ERISA or Chapters 43, 47, 68 or 100 of the Effective Time. In addition, Parent will (a) waive all limitations as to preexisting conditions, exclusions, waiting periods and service requirements with respect to participation and coverage requirements applicable to Transitioned Employees under any group health plan sponsored by Parent, except to the extent such preexisting conditions, exclusion, waiting period or service requirement had not been satisfied by any such Transitioned Employee as of the Effective Time under a group health plan sponsored by Code for which the Company or any of its Subsidiaries; and (b) provide each Transitioned Employee with credit ERISA Affiliates may be liable or under Section 409A of the Code for any deductible, copayment and out-of-pocket limits applicable to such employees under any such group medical plan sponsored by which the Company or any of its Subsidiaries ERISA Affiliates or any participant in any Company Benefit Plan that is a nonqualified deferred compensation plan (within the meaning of Section 409A of the Code) may be liable. (f) Except as set forth on Schedule 3.14(f), none of the execution and paid delivery of this Agreement or the consummation of the Transactions (either alone or in combination with any other event) will (i) entitle any current or former director, officer, employee or independent contractor of the Company to any compensation or benefit under any Company Benefit Plan or otherwise, (ii) accelerate the time of payment or vesting, or trigger any payment or funding, of any compensation or benefits or trigger any other obligation under any Company Benefit Plan or otherwise, (iii) increase the amount of compensation or benefits due to any current or former director, officer, employee or independent contractor of the Company (or their beneficiaries), or (iv) result in any breach or violation of, default under or limit the Company’s right to amend, modify or terminate any Company Benefit Plan. No payments or benefits contemplated by the Transitioned Employee prior to Company Benefit Plans or otherwise would, in the Effective Time during the calendar year aggregate, constitute excess parachute payments (as defined in Section 280G of the Effective TimeCode (without regard to subsection (b)(4) thereof)). Neither the Company nor any of its ERISA Affiliates is a nonqualified entity within the meaning of Section 457A of the Code. No Company Benefit Plan or any contract, agreement, plan, policy, or arrangement with any employee, officer, director, consultant or independent contractor of the Company or any of its ERISA Affiliates provides for a “gross-up” or similar payment in respect of any taxes that may become payable under Sections 409A or 4999 of the Code. (g) Neither the Company nor any of its ERISA Affiliates has now or at any time had an obligation to contribute to, or any Liability with respect to: (i) a plan subject to Title IV of ERISA, (ii) a Multiemployer Plan, (iii) a “multiple employer plan” within the meaning of Section 413(c) of the Code, (iv) a “multiple employer welfare arrangement” within the meaning of Section 3(40) of ERISA, or (v) any post-retirement medical or life insurance benefits, other than statutory liability for providing group health plan continuation coverage under Part 6 of Title I of ERISA and Section 4980B of the Code or applicable state Law at the sole cost of the individual. (h) Actuarially adequate accruals for all obligations under the Company Benefit Plans are reflected in the Financial Statements and such obligations include a pro rata amount of the contributions that would otherwise have been made in the Ordinary Course of Business and applicable Law for the plan years that include the Closing Date. (i) There has been no act or omission that would impair the ability of the Company and its Subsidiaries (or any successor thereto) to unilaterally amend or terminate any Company Benefit Plan. (j) With respect to each Company Benefit Plan which is a group health plan (as defined in Section 5001(b)(1) of the Code), the Company has complied, in all material respects, with the requirements of Section 4980B of the Code. The Company (i) has offered its full-time employees (as defined under Section 4980H of the Code and the underlying regulations and guidance) the ability to elect minimum essential coverage that provides minimum value and is affordable for themselves, such that there will not be any liability or excise tax under Section 4980H(a) or (b) of the Code, and (ii) has met its reporting obligation under Sections 6055 and 6056 of the Code (as applicable). No event has occurred, and no conditions or circumstances exist, that would reasonably be expected to subject the Company, or any Company Benefit Plan, to penalties or excise taxes under Sections 4980D or 4980H of the Code or any other provision of the Healthcare Reform Laws.

Benefit Plans. For a period of not less than one year after the Effective Time, Parent shall take all reasonable actions necessary provide, or cause to allow eligible be provided, to those persons who were employees of the Company that will be or its Subsidiaries immediately prior to the Effective Time and who remain employees of the Surviving Corporation or its Subsidiaries or become employees of Parent following the Effective Time (“Transitioned Employees”), "CONTINUING EMPLOYEES") employee benefits (other than Parent Option Plans and the Parent ESPP) no less favorable in the aggregate than those currently provided to employees of the Company. Continuing Employees will be eligible to participate in benefit programs which are substantially comparable to those maintained for Parent Option Plans and the benefit of, or offered to, similarly situated employees Parent ESPP in accordance with the terms and conditions of Parent, such plans. As promptly as soon as reasonably practicable after the Effective Time, Continuing Employees shall be eligible to participate in (1) Parent's employee benefit plans, programs, policies and arrangements, including any severance plan, medical plan, dental plan, life insurance plan, vacation program and disability plan, to the extent permitted by the terms of the applicable plans, programs, policies and arrangements or (2) such Parent benefit plan or any insurance contract or agreement applicable thereto; providedCompany Benefit Arrangements, howeverincluding, that in the case of plans for which the Company maintains a plan offering the same type of benefit, such participation need not be offered by Parent until the corresponding plan of the Company ceases to be available or is terminated after the Effective Time. Parent will recognize employment services of each Transitioned Employee with the Company for purposes of eligibility and vesting (but not benefit accrual) under limited to, any benefit plan of Parent. Each Transitioned Employee’s years of service with the Company and any of its Subsidiaries shall be otherwise recognized for all general employment purposesagreements, including seniorityprograms, vacation, personal time and similar general employment purposes; provided, that any vacation time offered by Parent in the calendar year of the Effective Time to any Transitioned Employee shall be offset by any vacation time used policies or other programs sponsored by or paid to a Transitioned Employee by the Company or any of its Subsidiaries in the calendar year of the Effective Time. In addition, Parent will (a) waive all limitations as to preexisting conditions, exclusions, waiting periods and service requirements with respect to participation and coverage requirements applicable to Transitioned Employees under any group health plan sponsored by Parent, except to the extent such preexisting conditions, exclusion, waiting period or service requirement had not been satisfied by any such Transitioned Employee as of the Effective Time under a group health plan sponsored maintained by the Company or any of its Subsidiaries; , that are continued by the Surviving Corporation or any of its Subsidiaries following the Closing Date, or which are assumed by Parent (for the purposes of this Section 5.12(d) only, clauses (1) and (b2) provide each Transitioned Employee with taken together, the "PARENT BENEFIT PLANS"). Continuing Employees shall, to the extent permitted by Applicable Law receive full credit for purposes of eligibility, vesting, level of benefits (but not benefit accrual) under the Parent Benefit Plans in which such Continuing Employees participate for such Continuing Employees' service with the Company, any deductibleof its Subsidiaries, copayment and either of their predecessors. With respect to any welfare benefit plans maintained by Parent for the benefit of Continuing Employees on and after the Effective Time, Parent shall (1) cause there to be waived, as required by Applicable Law, any eligibility requirements or pre-existing condition limitations and (2) give effect, in determining any deductible or maximum out-of-pocket limits applicable limitations, amounts paid by such Continuing Employees with respect to such employees under any such group medical plan sponsored similar plans maintained by the Company or any and its Subsidiaries, subject to the terms and conditions of its Subsidiaries the applicable welfare benefit plans maintained by Parent. Depending upon the date of the Effective Time relative to the completion of the then-next ending offer period under the Parent ESPP, and paid by upon the Transitioned Employee relative benefits and costs, Parent will determine in good faith whether to establish a special offering period for Continuing Employees under the Parent ESPP commencing as soon as administratively practicable following the Effective Time and ending immediately prior to the Effective Time during the calendar year commencement of the Effective Timenext regularly scheduled offering period under the Parent ESPP.

Benefit Plans. Parent shall take all reasonable actions necessary to allow eligible (a) It is the intention of United that at and following the Effective Time (i) it will provide employees of Centra with employee benefit plans substantially similar in the Company that will be employees of the Surviving Corporation (“Transitioned Employees”), to participate in benefit programs which are substantially comparable aggregate to those maintained for the benefit of, or offered to, provided to similarly situated employees of ParentUnited, as soon as practicable after except with respect to the Effective TimeUnited Pension Plan, (ii) United shall cause any and all pre-existing condition limitations (to the extent permitted by such limitations did not apply to a pre-existing condition under the terms of such Parent benefit plan or any insurance contract or agreement applicable thereto; provided, however, that in the case of Compensation and Benefit Plans) and eligibility waiting periods under group health plans for which the Company maintains a plan offering the same type of benefit, such participation need not be offered by Parent until the corresponding plan of the Company ceases to be available or is terminated after waived with respect to such participants and their eligible dependents, and (iii) all Centra employees will receive credit for years of service with Centra and its predecessors prior to the Effective Time. Parent will recognize employment services of each Transitioned Employee with the Company Time for purposes of eligibility and vesting (but not for purposes of benefit accrual) under any benefit plan of Parent. Each Transitioned Employee’s years of service with accrual other than accrual for vacation or paid time off in the Company and any of its Subsidiaries shall be otherwise recognized for all general employment purposes, including seniority, vacation, personal time and similar general employment purposesthen current calendar year; provided, that any that, in accordance with United’s policies, no vacation or paid time offered by Parent in the calendar year of the Effective Time to any Transitioned Employee off shall be offset by any vacation time used by or paid to thereafter carried over into a Transitioned Employee by the Company or any of its Subsidiaries in the subsequent calendar year of the Effective Time. In additionyear) under United’s benefit plans, Parent will (a) waive all limitations as to preexisting conditions, exclusions, waiting periods and service requirements except with respect to participation the United Pension Plan. All Centra employees and coverage requirements applicable to Transitioned Employees under any group health plan sponsored by Parent, except to the extent such preexisting conditions, exclusion, waiting period or service requirement had not been satisfied by any such Transitioned Employee as of the Effective Time under a group health plan sponsored by the Company or any of its Subsidiaries; and (b) provide each Transitioned Employee with their eligible dependents will receive credit for any deductibleco-payments, copayment deductibles and out-of-pocket limits applicable maximums satisfied by employees and dependents under the Compensation and Benefit Plans. United shall maintain Centra’s existing employee benefit plans until such time as United has provided similar plans to such Centra’s employees as contemplated in the preceding sentence. Centra employees shall not be entitled to accrual of benefits or allocation of contributions under any such group medical plan sponsored by the Company or any United’s benefit plans based on years of service with Centra and its Subsidiaries and paid by the Transitioned Employee predecessors prior to the Effective Time during the calendar year Date, except with respect to any vacation or paid time off accrual. (b) United agrees that each Centra employee who is involuntarily terminated by United (other than for cause) within six months of the Effective TimeDate, shall receive a severance payment equal to two weeks of base pay (at the rate in effect on the termination date) for each year of service at Centra (with credit for partial years of service) with a maximum payment equal to 20 weeks of base pay. (c) Centra shall use reasonable efforts to take such action as may be necessary to terminate its 401(k) plan, including the receipt of a favorable determination letter from the IRS relating to the termination of the 401(k) plan. In the event a favorable ruling is not issued, Centra agrees that termination of the 401(k) plan shall not occur and the 401(k) plan shall not be merged with United’s 401(k) plan.

Benefit Plans. Parent shall take all reasonable actions necessary to allow eligible employees of the Company that will be employees of the Surviving Corporation (“Transitioned Employees”), to participate in benefit programs which are substantially comparable to those maintained for the benefit of, or offered to, similarly situated employees of Parent, as soon as practicable a) From and after the Effective Time, to the extent permitted by the terms of such Parent benefit plan or any insurance contract or agreement applicable thereto; provided, however, that in the case of plans for which the Company maintains a plan offering the same type of benefit, such participation need not be offered by Parent until the corresponding plan of the Company ceases to be available or is terminated after the Effective Time. Parent will recognize employment services of each Transitioned Employee with the Company for purposes of eligibility and vesting (but not benefit accrual) under any benefit plan of Parent. Each Transitioned Employee’s years of service with the Company and any of its Subsidiaries shall be otherwise recognized for all general employment purposes, including seniority, vacation, personal time and similar general employment purposes; provided, agrees that any vacation time offered by Parent in the calendar year former employees of the Effective Time to any Transitioned Employee shall be offset by any vacation time used by or paid to a Transitioned Employee by the Company or any of its Subsidiaries who continue employment with Parent or its Subsidiaries (such employees “Continuing Employees”) will be eligible to participate in the calendar year employee benefit plans of Parent (including any severance plan maintained by Parent) on substantially the same terms and conditions of similarly situated employees of Parent. Parent will cause such employee benefit plans to take into account for purposes of eligibility and vesting thereunder service by such Continuing Employees as if such service were with Parent, to the same extent that such service was credited under a comparable plan of the Effective Time. In addition, Parent will Company or any of its Subsidiaries (a) waive all limitations as to preexisting conditions, exclusions, waiting periods and service requirements with respect to participation and coverage requirements applicable to Transitioned Employees under any group health plan sponsored by Parent, except to the extent such preexisting conditions, exclusion, waiting period it would result in a duplication of benefits). Nothing herein shall limit the ability of Parent to (i) amend or service requirement had not been satisfied by terminate any such Transitioned Employee as of the Effective Time under Benefit Plans in accordance with their terms at any time or (ii) to retain or terminate the employment of any particular Employee. (b) If any of the Continuing Employees of the Company or any of its Subsidiaries become eligible to participate in a group medical, dental or health plan sponsored by of Parent, Parent shall use commercially reasonable efforts to cause, to the extent practicable, each such plan to (i) waive any preexisting condition limitations to the extent such conditions were covered under the applicable medical, dental or health plans of the Company or any of its Subsidiaries; and , (bii) provide each Transitioned Employee with credit for honor under such plans any deductible, copayment co-payment and out-of-pocket limits expenses incurred by such Continuing Employees and their beneficiaries during the portion of the calendar year prior to such participation and (iii) waive any waiting period limitation or evidence of insurability requirement which would otherwise be applicable to such employees employee on or after the Effective Time to the extent such employee had satisfied any similar limitation or requirement under any such group medical an analogous plan sponsored by the Company or any of its Subsidiaries and paid by the Transitioned Employee prior to the Effective Time during Time. (c) Effective as of no later than the calendar year of day immediately preceding the Effective Time, the Company shall provide Parent with evidence that the Fallbrook National Bank 401(k) Profit Sharing Plan is in the process of being terminated pursuant to resolutions of the Company Board that are effective as of no later than the day immediately preceding the Effective Time, provided, however, that the effectiveness of such termination may be conditioned on the consummation of the Merger. The form and substance of such resolutions shall be subject to the review and reasonable and timely approval of Parent. The Company also shall take such other actions in furtherance of terminating the Fallbrook National Bank 401(k) Profit Sharing Plan as Parent may reasonably require, provided, however, that the effectiveness of any such actions may be conditioned on the consummation of the Merger. Parent shall, and shall cause its Affiliates to, designate a tax-qualified defined contribution plan of Parent or one of its Affiliates (such plan(s), the “Parent 401(k) Savings Plan”) that either (i) currently provides for the receipt from Continuing Employees of “eligible rollover distributions” (as such term is defined under Section 402 of the Code) or (ii) shall be amended as soon as practicable following the Effective Date to provide for the receipt from the Continuing Employees of eligible rollover distributions. Each Eligible Employee who is a participant in the Parent 401(k) Savings Plan shall be given the opportunity to receive a distribution of his or her account balance and shall be given the opportunity to elect to “roll over” such account balance to the Parent 401(k) Savings Plan, subject to and in accordance with the provisions of such plan(s) and applicable law. The Company shall cooperate with Parent to terminate on terms mutually agreeable to the parties hereto and, if consent of participants is required by the applicable agreement or plan document or, in the reasonable judgment of the administrator of such Company program, by applicable Law, the participants in any salary continuation agreements, supplemental executive retirement plans, executive bonus agreements and any other non-qualified deferred compensation plan (collectively “Deferred Compensation Programs”), all Deferred Compensation Programs, whether or not subject to Section 409A of the Code, subject to the prior satisfaction or waiver of all the Company’s conditions set forth in Article VII of this Agreement, on or prior to the Effective Time, including the termination or transfer of any insurance policy obtained in connection therewith and shall, at the request of the Parent, cooperate with Parent in seeking from such participants their approval of amendments to any such Deferred Compensation Program to allow for lump sum payments, in lieu of any continued payments that may be required thereunder, on terms agreed upon by the parties and such participants.

Benefit Plans. Parent 12.1.1 At the Effective Time, FENB shall terminate, any and all 401(k) Plans FENB maintains and any other FENB Compensation and Benefit Plans that CUNB may specify. Prior to the Effective Time, FENB shall take all reasonable actions action necessary to allow eligible fully vest participants in their account balances under any and all 401(k) Plans FENB maintains. 12.1.2 FENB agrees that as of and following the Effective Time, the employees of the Company that will be employees FENB as of the Surviving Corporation Effective Time who continue to be employed by CUNB and/or CUB after the Effective Time or who are offered and who accept employment with CUNB and/or CUB (collectively, the “Transitioned Former FENB Employees”), ) shall be eligible to participate in CUNB’s or CUB’s employee benefit programs plans in which are substantially comparable to those maintained for the benefit of, or offered to, similarly situated employees of Parent, as soon as practicable after the Effective TimeCUNB or CUB participate, to the same extent permitted by the terms as such similarly situated employees of such Parent CUNB or CUB participate. 12.1.3 With respect to each CUNB Compensation and Benefit Plan, CUNB and CUB agrees that for purposes of determining eligibility to participate, vesting and benefits (other than benefit plan accruals under any defined benefit pension plan), service with FENB shall be treated as service with CUNB or any insurance contract or agreement applicable theretowith CUB; provided, however, that in the case of plans for which the Company maintains a plan offering the same type of benefit, such participation need service shall not be offered recognized to the extent that such recognition would result in a duplication of benefits. To the extent permitted by Parent until any insurer of a CUNB Compensation and Benefit Plan, CUB shall cause such CUNB Compensation and Benefit Plan to waive: (i) any pre-existing condition restriction that did not apply under the corresponding plan terms of the Company ceases any analogous FENB Compensation and Benefit Plan immediately prior to be available or is terminated after the Effective Time. Parent will recognize employment services ; and (ii) any waiting period limitation or evidence of each Transitioned insurability requirement which would otherwise be applicable to a Former FENB Employee with the Company for purposes of eligibility and vesting (but not benefit accrual) under any benefit plan of Parent. Each Transitioned Employee’s years of service with the Company and any of its Subsidiaries shall be otherwise recognized for all general employment purposes, including seniority, vacation, personal time and similar general employment purposes; provided, that any vacation time offered by Parent in the calendar year of on or after the Effective Time to any Transitioned Employee shall be offset by any vacation time used by or paid to a Transitioned Employee by the Company or any of its Subsidiaries in the calendar year of the Effective Time. In addition, Parent will (a) waive all limitations as to preexisting conditions, exclusions, waiting periods and service requirements with respect to participation and coverage requirements applicable to Transitioned Employees under any group health plan sponsored by Parent, except to the extent such preexisting conditions, exclusion, waiting period Former FENB Employee had satisfied any similar limitation or service requirement had not been satisfied by any such Transitioned Employee as of under an analogous FENB Compensation and Benefit Plan prior to the Effective Time under a group health plan sponsored by the Company or any for purposes of its Subsidiaries; and (b) provide each Transitioned Employee with credit for any deductibleapplying deductibles, copayment co-payments and out-of-pocket limits applicable to maximums as though such employees under any such group medical plan sponsored by amounts had been paid in accordance with the Company or any of its Subsidiaries terms and paid by the Transitioned Employee prior to the Effective Time during the calendar year conditions of the Effective TimeCUNB or CUNB Compensation and Benefit Plan; provided, however, if any Former FENB Employee is denied or delayed coverage CUNB or CUB shall pay (subject to employee contribution requirements) for such Former FENB Employee’s COBRA coverage.

Benefit Plans. (a) Following the Effective Time and until the first anniversary of the Closing Date, Parent shall take all reasonable actions necessary to allow eligible employees of the Company that will be employees of provide, or shall cause the Surviving Corporation (“Transitioned Employees”)to provide, to participate in benefit programs which the individuals who are substantially comparable to those maintained for the benefit of, or offered to, similarly situated employees of Parent, as soon as practicable after the Effective Time, to the extent permitted by the terms of such Parent benefit plan or any insurance contract or agreement applicable thereto; provided, however, that in the case of plans for which the Company maintains a plan offering the same type of benefit, such participation need not be offered by Parent until the corresponding plan of the Company ceases to be available or is terminated after the Effective Time. Parent will recognize employment services of each Transitioned Employee with the Company for purposes of eligibility and vesting (but not benefit accrual) under any benefit plan of Parent. Each Transitioned Employee’s years of service with the Company and any of its Subsidiaries shall be otherwise recognized for all general employment purposes, including seniority, vacation, personal time and similar general employment purposes; provided, that any vacation time offered by Parent in the calendar year of the Effective Time to any Transitioned Employee shall be offset by any vacation time used by or paid to a Transitioned Employee employed by the Company or any of its Subsidiaries immediately before the Effective Time (the “Company Employees”) and who continue employment during such time period with, at the election of Parent (i) compensation and benefits that are comparable in the calendar year aggregate to those provided to such Company Employees immediately prior to the Closing or (ii) compensation and benefits that are comparable in the aggregate to those provided to similarly situated employees of Parent and its Affiliates. (b) No provision of this Agreement shall be construed (i) as a guarantee of continued employment of any Company Employee, (ii) to prohibit Parent or the Surviving Corporation from having the right to terminate the employment of any Company Employee, (iii) to prevent the amendment, modification or termination of any Company Benefit Plan after the Closing (in each case in accordance with the terms of the Effective Time. In addition, Parent will applicable Company Benefit Plan) or (aiv) waive all limitations as to preexisting conditions, exclusions, waiting periods and service requirements with an amendment or modification of the terms of any Company Benefit Plan. (c) With respect to participation and coverage requirements applicable to Transitioned Employees under any group health plan sponsored all plans maintained by Parent, except to the extent such preexisting conditions, exclusion, waiting period Surviving Corporation or service requirement had not been satisfied by any such Transitioned Employee as of the Effective Time under a group health plan sponsored by their respective Subsidiaries in which the Company Employees are eligible to participate after the Closing Date (including any vacation, paid time-off and severance plans, but excluding any plan frozen to new participants or any defined benefit pension plan or any plan providing for post-retirement medical benefits), for purposes of its Subsidiaries; determining eligibility to participate, level of benefits, and (b) provide vesting, each Transitioned Employee Company Employee’s service with credit for any deductible, copayment and out-of-pocket limits applicable to such employees under any such group medical plan sponsored by the Company or any of its Subsidiaries and paid (as well as service with any predecessor employer of the Company or any such Subsidiary, to the extent service with the predecessor employer is recognized by the Transitioned Employee Company or such Subsidiary) shall be treated as service with Parent, the Surviving Corporation or any of their respective Subsidiaries, in each case, to the extent such service would have been recognized by the Company or its Subsidiaries under analogous Company Benefit Plans prior to the Effective Time Time; provided, however, that such service need not be recognized to the extent that such recognition would result in any duplication of benefits for the same period of service. (d) Without limiting the generality of Section 5.04(a), Parent shall use reasonable best efforts to cause to be waived any pre-existing condition limitations, exclusions, actively-at-work requirements and waiting periods under any welfare benefit plan maintained by Parent, the Surviving Corporation or any of their respective Subsidiaries in which Company Employees (and their eligible dependents) will be eligible to participate from and after the Effective Time, except to the extent that such pre-existing condition limitations, exclusions, actively-at-work requirements and waiting periods would not have been satisfied or waived under the comparable Company Benefit Plan immediately prior to the Effective Time. Parent shall recognize, or use reasonable best efforts to cause to be recognized, the dollar amount of all co-payments, deductibles and similar expenses incurred by each Company Employee (and his or her eligible dependents) during the calendar year in which the Effective Time occurs for purposes of satisfying such year’s deductible and co-payment limitations under the relevant welfare benefit plans in which they will be eligible to participate from and after the Effective Time. (e) If requested by Parent at least ten (10) Business Days prior to the Effective Time, the Company shall terminate any and all Company Benefit Plans intended to qualify under Section 401(k) of the Code, effective not later than the Business Day immediately preceding the Effective Time. In the event that Parent requests that such 401(k) plan(s) be terminated, the Company shall provide Parent with the evidence that such 401(k) plan(s) have been terminated pursuant to resolution of the Board of Directors of the Company (the form and substance of which shall be subject to review and approval by Parent) not later than two (2) Business Day(s) immediately preceding the Effective Time. (f) With respect to any Company Employee whose principal place of employment is outside of the United States, Parent’s obligations under this Section 5.04 shall be modified to the extent necessary to comply with applicable Law of the foreign countries and political subdivisions thereof in which such Company Employee primarily performs his or her duties. (g) Prior to the Closing, (i) the Company and its Subsidiaries shall comply with any Law or other legal requirement (whether statutory or pursuant to any written agreement with, or the constitution of, any works council or other employee body), to consult with any Company Employees, a relevant trade union, works council or any other employee representatives in connection with the Transactions and (ii) the Company and Parent shall use commercially reasonable efforts to provide any relevant, required information to, and undertake any required consultation with, representatives of Company Employees in a timely manner. (h) The provisions of this Section 5.04 are solely for the benefit of the parties to this Agreement, and no other person (including any Company Employee or any beneficiary or dependent thereof) shall be regarded for any purpose as a third-party beneficiary of this Agreement, and no provision of this Section 5.04 shall create such rights in any such persons.

Benefit Plans. Parent shall take all reasonable actions necessary to allow eligible employees of the Company that will be employees of the Surviving Corporation (“Transitioned Employees”), to participate in benefit programs which are substantially comparable to those maintained for the benefit of, or offered to, similarly situated employees of Parent, as soon as practicable a) For one year after the Effective Time, Parent shall either (i) cause the Surviving Corporation to continue to sponsor and maintain the Employee Plans (except for any Company Stock Plan), or (ii) provide benefits to the extent permitted employees of the Company who continue to be employed by the terms of such Parent Surviving Corporation (the "Company Employees") under employee benefit plan plans, programs, policies or any insurance contract or agreement applicable thereto; provided, however, arrangements that in the case of plans for which aggregate are substantially similar to those benefits provided to the Company maintains a Employees by the Company immediately prior to the Closing Date (excluding any stock option or other equity compensation plan offering the same type of benefitor program). With respect any employee benefit plan, such participation need not be offered program, policy or arrangement (other than stock options or stock based compensation) sponsored or maintained by Parent until the corresponding plan of and offered to the Company ceases Employees in addition to be available or is terminated after as a substitute for the Effective Time. Employee Plans, Parent will recognize shall give the Company Employees service credit for their employment services of each Transitioned Employee with the Company for purposes of eligibility and vesting (but not benefit accrual) under any benefit plan of purposes as if such service had been performed with Parent. Each Transitioned Employee’s years of service with If Parent offers health benefits to the Company and any of its Subsidiaries shall be otherwise recognized for all general employment purposes, including seniority, vacation, personal time and similar general employment purposes; provided, that any vacation time offered by Parent in the calendar year of the Effective Time to any Transitioned Employee shall be offset by any vacation time used by or paid to a Transitioned Employee by the Company or any of its Subsidiaries in the calendar year of the Effective Time. In addition, Parent will (a) waive all limitations as to preexisting conditions, exclusions, waiting periods and service requirements with respect to participation and coverage requirements applicable to Transitioned Employees under any group health plan sponsored by Parent, except to the extent such preexisting conditions, exclusion, waiting period or service requirement had not been satisfied by any such Transitioned Employee as of the Effective Time under a group health plan sponsored by that is not a Employee Plan, Parent shall waive any pre-existing condition exclusions under such group health plan to the extent coverage exists for such condition under the Employee Plan and shall credit each Company or any of its Subsidiaries; and (b) provide each Transitioned Employee with credit all deductible payments and co-payments paid by such Company Employee under the Company's health plan prior to the Closing Date during the current plan year for purposes of determining the extent to which any deductible, copayment such Company Employee has satisfied his or her deductible and whether he or she has reached the out-of-pocket limits applicable to such employees maximum under any health plan for such group medical plan sponsored by year. (b) Following the Effective Time, Parent shall cause the Surviving Corporation and the Subsidiaries to honor (subject to this Section 6.4 and Section 6.5) all obligations under all of the employment, severance, consulting and similar agreements of the Company and its Subsidiaries existing on the date hereof that are set forth on Schedule 6.4(b). (c) Nothing herein shall be construed as giving any employee of the Company or any of its Subsidiaries and paid by the Transitioned Employee prior Subsidiary, except as set forth in Schedule 6.4(c), any right to the Effective Time during the calendar year of continued employment following the Effective Time.

Benefit Plans. (a) Parent shall take all reasonable actions necessary cause the Surviving Corporation to allow eligible employees maintain for a period of one year after the Effective Time the Company Benefit Plans as in effect on the date of this Agreement as set forth on the Company Disclosure Letter (other than the Company Stock Plan and any other Company Benefit Plan that provides benefits based on the value of Company Common Stock) or to provide benefits (excluding benefits attributable to equity-based plans or grants) to each current employee of the Company and the Company Subsidiaries that will be are at least as favorable in the aggregate to such employees as those in effect on the date of the Surviving Corporation this Agreement. (“Transitioned Employees”), to participate in benefit programs which are substantially comparable to those maintained for the benefit of, or offered to, similarly situated employees of Parent, as soon as practicable b) From and after the Effective Time, Parent shall, and shall cause the Surviving Corporation to honor in accordance with their respective terms (as in effect on the extent permitted date of this Agreement), all the Company’s employment, severance and termination agreements, plans and policies disclosed in the Company Disclosure Letter. (c) With respect to any employee benefit plan, program or arrangement maintained by the terms of such Parent benefit plan or any insurance contract Parent Subsidiary (including any severance plan), for all purposes of determining eligibility to participate and vesting but not for purposes of benefit accrual, service with the Company or agreement applicable theretoany Company Subsidiary shall be treated as service with Parent or any Parent Subsidiary; provided, however, that in the case of plans for which the Company maintains a plan offering the same type of benefit, such participation service need not be offered recognized to the extent that such recognition would result in any duplication of benefits. (d) Parent shall waive, or cause to be waived, any pre-existing condition limitation under any welfare benefit plan maintained by Parent until or any of its affiliates (other than the corresponding plan Company) in which employees of the Company ceases and the Company Subsidiaries (and their eligible dependents) will be eligible to be available or is terminated participate from and after the Effective Time, except to the extent that such pre-existing condition limitation would have been applicable under the comparable Company welfare benefit plan immediately prior to the Effective Time. Parent will recognize employment services shall recognize, or cause to be recognized, the dollar amount of all expenses incurred by each Transitioned Employee with the Company for purposes of eligibility employee (and vesting (but not benefit accrualhis or her eligible dependents) under any benefit plan of Parent. Each Transitioned Employee’s years of service with the Company and any of its Subsidiaries shall be otherwise recognized for all general employment purposes, including seniority, vacation, personal time and similar general employment purposes; provided, that any vacation time offered by Parent in the calendar year of the Effective Time to any Transitioned Employee shall be offset by any vacation time used by or paid to a Transitioned Employee by the Company or any of its Subsidiaries in the calendar year of the Effective Time. In addition, Parent will (a) waive all limitations as to preexisting conditions, exclusions, waiting periods and service requirements with respect to participation and coverage requirements applicable to Transitioned Employees under any group health plan sponsored by Parent, except to the extent such preexisting conditions, exclusion, waiting period or service requirement had not been satisfied by any such Transitioned Employee as of the Effective Time under a group health plan sponsored by the Company or any of its Subsidiaries; and (b) provide each Transitioned Employee with credit for any deductible, copayment and out-of-pocket limits applicable to such employees under any such group medical plan sponsored by the Company or any of its Subsidiaries and paid by the Transitioned Employee prior to the Effective Time during the calendar year in which the Effective Time occurs for purposes of satisfying such year’s deductible and co-payment limitations under the relevant welfare benefit plans in which they will be eligible to participate from and after the Effective Time.

Benefit Plans. Parent shall take all reasonable actions necessary to allow eligible employees of the Company that will be employees of the Surviving Corporation (“Transitioned Employees”), to participate in benefit programs which are substantially comparable to those maintained for the benefit of, or offered to, similarly situated employees of Parent, as soon as practicable a) From and after the Effective Time, Cephalon shall, and shall cause its Subsidiaries (including Surviving Corporation), to cause the Benefit Arrangements maintained by any one of them after the Effective Time to recognize, at the least, each Continued Employee's years of service and employment and level of seniority with any one of them prior to the Effective Time for purposes of eligibility, vesting, benefit accrual and benefit determination under such Benefit Arrangements (other than benefit accruals under any defined benefit pension plan) maintained by any one of them after the Effective Time to the same extent permitted that such years of service and employment and level of seniority were recognized by the terms of such Parent benefit plan or any insurance contract or agreement applicable thereto; providedContinued Employee's employer's substantially similar Benefit Arrangement immediately prior to the Effective Time. Moreover, however, that in the case of plans for which the Company maintains a plan offering the same type of benefit, such participation need not be offered by Parent until the corresponding plan of the Company ceases to be available or is terminated from and after the Effective Time. Parent will recognize employment services of each Transitioned Employee with the Company for purposes of eligibility , Cephalon shall, and vesting (but not benefit accrual) under any benefit plan of Parent. Each Transitioned Employee’s years of service with the Company and any of shall cause its Subsidiaries shall (including Surviving Corporation) to, cause each Benefit Plan maintained by any one of them after the Effective Time that a Continued Employee may be otherwise recognized for all general employment purposes, including seniority, vacation, personal time and similar general employment purposes; provided, that any vacation time offered by Parent eligible to participate in the calendar year of on or after the Effective Time to waive any Transitioned Employee shall be offset by any vacation time used by or paid to a Transitioned Employee by the Company or any of its Subsidiaries in the calendar year of the Effective Time. In addition, Parent will (a) waive all limitations as to preexisting conditions, exclusions, waiting periods and service requirements condition exclusion with respect to participation and coverage requirements applicable to Transitioned Continued Employees under any group health plan sponsored by Parent, except to the extent that such preexisting conditions, exclusion, waiting period or service requirement had exclusion did not been satisfied by any such Transitioned Employee as of apply to the Effective Time under a group health plan sponsored by the Company or any of its Subsidiaries; and (b) provide each Transitioned Employee with credit for any deductible, copayment and out-of-pocket limits applicable to such employees under any such group medical plan sponsored by the Company or any of its Subsidiaries and paid by the Transitioned Continued Employee prior to the Effective Time under any similar Benefit Plan in which the Continued Employee participated immediately prior to the Effective Time. If after the Effective Time, Cephalon or any of its Subsidiaries (including Surviving Corporation) provides coverage under a group health plan for Continued Employees (including their eligible dependents) that is different from the group health plan in which the Continued Employees participated immediately prior to the Effective Time, then Cephalon shall cause, or shall cause the plan sponsor to cause, such group health plan to credit such Continued Employees, for the current year, with any deductibles and co-payments already incurred during such year under the calendar year group health plan in which the Continued Employees participated immediately prior to the Effective Time. (b) From and after the Effective Time, Cephalon shall honor, fulfill and discharge and shall cause Surviving Corporation to honor, fulfill and discharge, in accordance with its terms, each Benefit Arrangement and each employment and termination agreement between CIMA and any officer, director or employee of CIMA, in each case in place immediately prior to the Effective Time, including (A) all legal and contractual obligations pursuant to outstanding retirement plans, salary and bonus deferral plans, vested and accrued benefits and similar employment and benefit arrangements and agreements (specifically including all of the "change in control" provisions under Benefit Arrangements of CIMA) and (B) all vacation, personal and sick days accrued by Employees as of the Effective Time. From and after the Effective Time, until the second anniversary of the Effective Time, Cephalon and Surviving Corporation shall not adopt or modify any Benefit Arrangement that would create or enhance any disparity in the aggregate compensation and benefits between similarly situated regular, full time employees of Cephalon on the one hand and of Surviving Corporation on the other hand, other than to reflect local and competitive employment market conditions. However, nothing contained in any of the foregoing provisions of this Section 6.11(b) or elsewhere in this Agreement shall (x) require Cephalon or its Subsidiaries (including Surviving Corporation) to continue (A) any particular compensation or benefits or compensation, benefits or employment agreement for any particular period of time beyond that to which it is contractually bound or (B) any Benefit Arrangement for any particular period of time beyond that to which it is contractually or otherwise legally bound or (y) prevent the amendment, modification or termination of any such compensation or benefits, compensation, benefits or employment agreement or Benefit Arrangement except as may be prohibited by the terms thereof or otherwise by law. (c) Prior to the Effective Time, CIMA shall take all action necessary to terminate the CIMA Stock Purchase Plan. (d) Prior to the Effective Time, CIMA shall take all action necessary to cause all CIMA Stock Options outstanding immediately prior to the Effective Time to become fully vested and exercisable immediately prior to the Effective Time.

Benefit Plans. Parent shall take After the Effective Time, all reasonable actions necessary to allow eligible employees of the Company that will who are employed by Parent or its subsidiaries shall, at the option of Parent, either continue to be employees of the Surviving Corporation (“Transitioned Employees”), eligible to participate in an "employee benefit programs plan", as defined in Section 3(3) of ERISA (an "EMPLOYEE BENEFIT PLAN"), of the Company which are substantially comparable to those maintained for is, at the benefit ofoption of Parent, continued by Parent, or offered to, alternatively shall be eligible to participate in the same manner as other similarly situated employees of ParentParent in any Employee Benefit Plan, as soon as practicable after the Effective Time, to the extent permitted by the terms of such Parent benefit plan sponsored or any insurance contract or agreement applicable thereto; provided, however, that in the case of plans for which the Company maintains a plan offering the same type of benefit, such participation need not be offered maintained by Parent until the corresponding plan of the Company ceases to be available or is terminated after the Effective Time. Parent will recognize employment services of With respect to each Transitioned such Employee with the Company for purposes of eligibility and vesting (but not benefit accrual) under any benefit plan Benefit Plan of Parent. Each Transitioned Employee’s years of , service with the Company and any of its Subsidiaries shall be otherwise recognized for all general employment purposes, including seniority, vacation, personal time and similar general employment purposes; provided, that any vacation time offered by Parent in the calendar year of the Effective Time to any Transitioned Employee shall be offset by any vacation time used by or paid to a Transitioned Employee by the Company or any of its Subsidiaries in subsidiaries and the calendar year predecessor of any of them shall be included for purposes of determining eligibility to participate, vesting (if applicable) and determination of the Effective Timelevel of entitlement to, benefits under such Employee Benefit Plan. In additionParent shall, Parent will or shall cause its subsidiaries to, (ai) waive all limitations limitations, as to preexisting conditions, exclusions, conditions exclusions and waiting periods and service requirements with respect to participation and coverage requirements applicable to Transitioned Employees all employees of the Company who are employed by Parent under any group health welfare plan sponsored by Parentthat such employees may be eligible to participate in after the Effective Time, except other than limitations or waiting periods that are already in effect with respect to the extent such preexisting conditions, exclusion, waiting period or service requirement had employees and that have not been satisfied by any such Transitioned Employee as of the Effective Time under a group health any welfare plan sponsored by maintained for such employees immediately prior to the Company or any of its Subsidiaries; Effective Time, and (bii) provide each Transitioned Employee such employee of the Company who is employed by Parent with credit for any deductible, copayment co-payments and deductibles paid prior to the Effective Time for the plan year within which the Effective Time occurs in satisfying any applicable deductible or out-of-pocket limits applicable to requirements under any welfare plans that such employees under any such group medical plan sponsored by the Company or any of its Subsidiaries and paid by the Transitioned Employee prior are eligible to the Effective Time during the calendar year of participate in after the Effective Time.

Benefit Plans. Parent Following the Closing Date, (i) ProLogis shall take all reasonable actions necessary provide Transferred Employees with the same benefits that are provided to allow eligible employees of the Company that will be employees of the Surviving Corporation (“Transitioned Employees”), to participate in benefit programs which are substantially comparable to those maintained for the benefit of, or offered to, other similarly situated employees of ParentProLogis from time to time and (ii) solely for purposes of providing health care continuation coverage under section 4980B of the Code (“COBRA”), ProLogis shall continue to maintain the Catellus Benefit Plans in effect on the Closing Date until December 31, 2006 and shall assume full responsibility for providing COBRA continuation coverage under such Catellus Benefit Plans through December 31, 2006 to any Non-Transferred Employee or any qualified beneficiary with respect to any Non-Transferred Employee, in each case who was receiving, had elected or was entitled to elect COBRA continuation coverage as soon of the Closing Date. After December 31, 2006, any such COBRA continuation coverage shall be provided to such individuals under ProLogis Benefit Plans. With respect to any ProLogis Employee Benefit Plan which is an “employee benefit plan” as practicable after the Effective Timedefined in Section 3(3) of ERISA and any other service based benefits (including vacations) in which Transferred Employees participate, solely for purposes of determining eligibility to participate, vesting and entitlement to benefits but not for purposes of accrual of benefits (other than accruals of vacation, sick or personal time), service with Catellus or any Catellus Subsidiary immediately prior to the extent permitted by the terms of such Parent benefit plan or any insurance contract or agreement applicable theretoClosing shall be treated for similar purposes as service with ProLogis; provided, however, that in the case of plans for which the Company maintains a plan offering the same type of benefit, such participation need service shall not be offered by Parent until recognized to the corresponding plan extent that such recognition would result in a duplication of the Company ceases to be available or is terminated after the Effective Timebenefits. Parent will recognize employment services of each Transitioned Employee with the Company for purposes of eligibility and vesting ProLogis shall (but not benefit accrual) under any benefit plan of Parent. Each Transitioned Employee’s years of service with the Company and any of its Subsidiaries shall be otherwise recognized for all general employment purposes, including seniority, vacation, personal time and similar general employment purposes; provided, that any vacation time offered by Parent in the calendar year of the Effective Time to any Transitioned Employee shall be offset by any vacation time used by or paid to a Transitioned Employee by the Company or any of its Subsidiaries in the calendar year of the Effective Time. In addition, Parent will (ai) waive all limitations as to preexisting conditions, exclusions, exclusions and waiting periods and service requirements with respect to participation and coverage requirements applicable to Transitioned Transferred Employees under any group health plan sponsored by Parentwelfare benefit plans in which such employees may be eligible to participate after the Effective Time, except other than limitations or waiting periods that are already in effect with respect to the extent such preexisting conditions, exclusion, waiting period or service requirement had employees and that have not been satisfied by any such Transitioned Employee as of the Effective Time under a group health any welfare benefit plan sponsored by maintained for the Company or any of its Subsidiaries; Transferred Employees immediately prior to the Effective Time and (bii) provide each Transitioned Transferred Employee with credit for any deductible, copayment co-payments and deductibles paid prior to the Effective Time under a corresponding Catellus Employee Benefit Plan for purposes of satisfying any applicable deductible or out-of-pocket limits applicable to requirements under any welfare benefit plans in which such employees under any such group medical plan sponsored by the Company or any of its Subsidiaries and paid by the Transitioned Employee prior are eligible to participate after the Effective Time during as though such amounts had been paid in accordance with the calendar year terms and conditions of the plans and arrangements maintained by ProLogis. Transferred Employees shall retain all vacation days (including personal choice days and floating holidays) and sick days accrued as of the Effective Time. Non-Transferred Employees shall receive a cash payment for all vacation days (including personal choice days and floating holidays) and sick days accrued as of the Effective Time.

Benefit Plans. Parent shall take all reasonable actions necessary to allow eligible employees of the Company that will be employees of the Surviving Corporation (“Transitioned Employees”), to participate in benefit programs which are substantially comparable to those maintained for the benefit of, or offered to, similarly situated employees of Parent, as soon as practicable a) From and after the Effective Time, Holding Company shall, and shall cause its Subsidiaries (including CIMA Surviving Corporation and aaiPharma Surviving Corporation), to cause the Benefit Arrangements maintained by each of them after the Effective Time to recognize, at the least, each Continued Employee's years of service and employment and level of seniority with any one of them prior to the Effective Time for purposes of eligibility, vesting, benefit accrual and benefit determination under such Benefit Arrangements (other than benefit accruals under any defined benefit pension plan) maintained by any one of them after the Effective Time to the same extent permitted that such years of service and employment and level of seniority were recognized by the terms of such Parent benefit plan or any insurance contract or agreement applicable thereto; providedContinued Employee's employer's substantially similar Benefit Arrangement immediately prior to the Effective Time. Moreover, however, that in the case of plans for which the Company maintains a plan offering the same type of benefit, such participation need not be offered by Parent until the corresponding plan of the Company ceases to be available or is terminated from and after the Effective Time. Parent will recognize employment services of each Transitioned Employee with the , Holding Company for purposes of eligibility shall, and vesting (but not benefit accrual) under any benefit plan of Parent. Each Transitioned Employee’s years of service with the Company and any of shall cause its Subsidiaries shall (including CIMA Surviving Corporation and aaiPharma Surviving Corporation) to, cause each Benefit Plan maintained by any one of them after the Effective Time that a Continued Employee may be otherwise recognized for all general employment purposes, including seniority, vacation, personal time and similar general employment purposes; provided, that any vacation time offered by Parent eligible to participate in the calendar year of on or after the Effective Time to waive any Transitioned Employee shall be offset by any vacation time used by or paid to a Transitioned Employee by the Company or any of its Subsidiaries in the calendar year of the Effective Time. In addition, Parent will (a) waive all limitations as to preexisting conditions, exclusions, waiting periods and service requirements condition exclusion with respect to participation and coverage requirements applicable to Transitioned Continued Employees under any group health plan sponsored by Parent, except to the extent that such preexisting conditions, exclusion, waiting period or service requirement had exclusion did not been satisfied by any such Transitioned apply to the Continued Employee as of prior to the Effective Time under a group health plan sponsored by any similar Benefit Plan in which the Company or any of its Subsidiaries; and (b) provide each Transitioned Continued Employee with credit for any deductibleparticipated immediately prior to the Effective Time. If after the Effective Time, copayment and out-of-pocket limits applicable to such employees under any such group medical plan sponsored by the Holding Company or any of its Subsidiaries (including CIMA Surviving Corporation and paid aaiPharma Surviving Corporation) provides coverage under a group health plan for Continued Employees (including their eligible dependents) that is different from the group health plan in which the Continued Employees participated immediately prior to the Effective Time, then Holding Company shall cause, or shall cause the plan sponsor to cause, such group health plan to credit such Continued Employees, for the current year, with any deductibles and co-payments already incurred during such year under the group health plan in which the Continued Employees participated immediately prior to the Effective Time. (b) From and after the Effective Time, Holding Company shall honor, fulfill and discharge and shall cause CIMA Surviving Corporation and aaiPharma Surviving Corporation to honor, fulfill and discharge, in accordance with its terms, each Benefit Arrangement and each employment and termination agreement (i) between aaiPharma or any of its Subsidiaries and any officer, director or employee of any of them or (ii) between CIMA and any officer, director or employee of CIMA, in each case in place immediately prior to the Effective Time, including (A) all legal and contractual obligations pursuant to outstanding retirement plans, salary and bonus deferral plans, vested and accrued benefits and similar employment and benefit arrangements and agreements (specifically including all of the "change in control" provisions under Benefit Arrangements of aaiPharma or CIMA) and (B) all vacation, personal and sick days accrued by Employees as of the Effective Time. At the Effective Time, Holding Company shall assume the employment agreement between aaiPharma and Xxxxxxxxx X. Xxxxxxxx and shall honor, fulfill and discharge all responsibilities, and accede to all rights, of aaiPharma thereunder. From and after the Effective Time, until the second anniversary of the Effective Time, Holding Company and its Subsidiaries shall not adopt or modify any Benefit Arrangement that would create or enhance any disparity in the aggregate compensation and benefits between similarly situated regular, full time employees of CIMA Surviving Corporation and its Subsidiaries on the one hand and of aaiPharma Surviving Corporation and its Subsidiaries on the other hand, other than to reflect local and competitive employment market conditions. However, nothing contained in any of the foregoing provisions of this Section 6.11(b) or elsewhere in this Agreement shall (x) require Holding Company or its Subsidiaries (including CIMA Surviving Corporation and aaiPharma Surviving Corporation) to continue (A) any particular compensation or benefits or compensation, benefits or employment agreement for any particular period of time beyond that to which it is contractually bound or (B) any Benefit Arrangement for any particular period of time beyond that to which it is contractually or otherwise legally bound or (y) prevent the amendment, modification or termination of any such compensation or benefits, compensation, benefits or employment agreement or Benefit Arrangement except as may be prohibited by the Transitioned Employee terms thereof or otherwise by law. (c) Prior to the Effective Time, CIMA shall take all action necessary to terminate the CIMA Stock Purchase Plan. (d) Prior to the Effective Time, CIMA shall take all action necessary to cause all CIMA Stock Options outstanding immediately prior to the Effective Time during the calendar year of to become fully vested and exercisable immediately prior to the Effective Time.

Benefit Plans. Parent shall take all reasonable actions necessary to allow eligible employees (a) For a period of the Company that will be employees of the Surviving Corporation (“Transitioned Employees”), to participate in benefit programs which are substantially comparable to those maintained for the benefit of, or offered to, similarly situated employees of Parent, as soon as practicable one year after the Effective Time, Parent shall provide benefits to employees of the extent permitted Company and the Company Subsidiaries that are substantially comparable in the aggregate to those in effect for such employees on the date of this Agreement. (b) With respect to any “employee benefit plan”, as defined in Section 3(3) of ERISA, maintained by the terms of such Parent benefit plan or any insurance contract Parent Subsidiary in which employees of the Company or agreement applicable theretoany Company Subsidiary participate after the Effective Time, service with the Company or any Company Subsidiary shall be treated as service with Parent or the Parent Subsidiaries for purposes of determining eligibility to participate and vesting (but not for purposes of benefit accrual or level of benefits); provided, however, that in the case of plans for which the Company maintains a plan offering the same type of benefit, such participation need service shall not be offered by Parent until recognized to the corresponding plan extent that such recognition would result in any duplication of benefits. For the avoidance of doubt, no employee of the Company ceases or any Company Subsidiary will be entitled to receive benefits or credits under formulae applicable to employees of Parent or any Parent Subsidiary hired prior to January 1, 2001. (c) Parent shall waive, or cause to be available waived, any pre-existing condition limitation under any welfare benefit plan maintained by Parent or is terminated any of its affiliates (other than the Company) in which employees of the Company and the Company Subsidiaries and their eligible dependents) will be eligible to participate from and after the Effective Time, except to the extent that such pre-existing condition limitation would have been applicable under the comparable Company welfare benefit plan immediately prior to the Effective Time. Parent will recognize employment services shall recognize, or cause to be recognized, the dollar amount of all expenses incurred by each Transitioned Employee with Company employee (and his or her eligible dependents) during the Company calendar year in which the Effective Time occurs for purposes of eligibility satisfying such year’s deductible and vesting (but not co-payment limitations under the relevant welfare benefit accrual) under any benefit plan of Parent. Each Transitioned Employee’s years of service with the Company plans in which they will be eligible to participate from and any of its Subsidiaries shall be otherwise recognized for all general employment purposes, including seniority, vacation, personal time and similar general employment purposes; provided, that any vacation time offered by Parent in the calendar year of after the Effective Time to any Transitioned Employee shall be offset by any vacation time used by or paid to a Transitioned Employee by the Company or any of its Subsidiaries in the calendar year of the Effective Time. In addition, Parent will (a) waive all limitations as to preexisting conditions, exclusions, waiting periods and service requirements with respect to participation and coverage requirements applicable to Transitioned Employees under any group health plan sponsored by Parent, except to the extent such preexisting conditions, exclusion, waiting period or service requirement had not been satisfied by any such Transitioned Employee as of amounts were so recognized under the Effective Time under a group health comparable Company welfare benefit plan sponsored by the Company or any of its Subsidiaries; and (b) provide each Transitioned Employee with credit for any deductible, copayment and out-of-pocket limits applicable to such employees under any such group medical plan sponsored by the Company or any of its Subsidiaries and paid by the Transitioned Employee immediately prior to the Effective Time during the calendar year of the Effective Time.

Benefit Plans. Parent (a) At and following the Effective Time (i) United shall take all reasonable actions necessary to allow eligible provide employees of the Company that will be employees of the Surviving Corporation (“Transitioned Employees”), to participate in Cardinal and its Subsidiaries with employee benefit programs which are plans substantially comparable similar to those maintained for the benefit of, or offered to, provided to similarly situated employees of ParentUnited, as soon as practicable after except with respect to the Effective TimeUnited Pension Plan, (ii) United shall cause any and all pre-existing condition limitations (to the extent permitted by such limitations did not apply to a pre-existing condition under the terms of such Parent benefit plan or any insurance contract or agreement applicable thereto; provided, however, that in the case of Compensation and Benefit Plans) and eligibility waiting periods under group health plans for which the Company maintains a plan offering the same type of benefit, such participation need not be offered by Parent until the corresponding plan of the Company ceases to be available or is terminated after waived with respect to such employees and their eligible dependents, and (iii) all employees of Cardinal and its Subsidiaries shall receive credit for years of service with Cardinal, its Subsidiaries and their predecessors prior to the Effective Time. Parent will recognize employment services of each Transitioned Employee with the Company Time for purposes of eligibility and vesting (but not for purposes of benefit accrual) under any benefit plan of Parent. Each Transitioned Employee’s years of service with the Company and any of its Subsidiaries shall be otherwise recognized accrual other than accrual for all general employment purposes, including seniority, vacation, personal time and similar general employment purposes; provided, that any that, in accordance with United’s policies, no vacation or paid time offered by Parent in the off shall thereafter be carried over into a subsequent calendar year of the Effective Time to any Transitioned Employee except that employees who are retained by United shall be offset permitted to carry over vacation until the end of 2018 and employees who are not retained by any vacation time used by or United shall be paid to a Transitioned Employee by the Company or any of its Subsidiaries in the calendar year of the Effective Time. In additionfor unused vacation) under United’s benefit plans, Parent will (a) waive all limitations as to preexisting conditions, exclusions, waiting periods and service requirements except with respect to participation the United Pension Plan. All employees of Cardinal and coverage requirements applicable to Transitioned Employees under any group health plan sponsored by Parent, except to the extent such preexisting conditions, exclusion, waiting period or service requirement had not been satisfied by any such Transitioned Employee as of the Effective Time under a group health plan sponsored by the Company or any of its Subsidiaries; Subsidiaries and (b) provide each Transitioned Employee with their eligible dependents will receive credit for any deductibleco-payments, copayment deductibles and out-of-pocket limits applicable to maximums satisfied by such employees and dependents under the Compensation and Benefit Plans. Except as provided in this Agreement, United shall maintain Cardinal’s and its Subsidiaries’ existing employee benefit plans until such time as United has provided similar plans to employees of Cardinal and its Subsidiaries as contemplated in the preceding sentence. Employees of Cardinal and its Subsidiaries shall not be entitled to accrual of benefits or allocation of contributions under United’s benefit plans based on years of service with Cardinal, its Subsidiaries and their predecessors prior to the Effective Date, except with respect to any vacation accrual. (b) Except for employees of Cardinal and its Subsidiaries with individual agreements that provide for payment of severance under certain circumstances (who will be paid severance only in accordance with such group medical plan sponsored agreements and shall not have a right to employer-paid outplacement services), United agrees that each employee of Cardinal and its Subsidiaries who is involuntarily terminated by the Company United or any of its Subsidiaries (other than for cause) on or within the time period set forth on Section 7.10(b) of Cardinal’s Disclosure Schedule, shall receive (i) a severance payment equal to the amounts set forth on Section 7.10(b) of Cardinal’s Disclosure Schedule, but only if such employee does not have rights to a severance payment under an employment agreement, in which case no severance payment shall be made to such employee hereunder, and paid (ii) outplacement services through the date that is set forth on Section 7.10(b) of Cardinal’s Disclosure Schedule by the Transitioned Employee an outplacement agency selected by United. (c) Cardinal shall cause its 401(k) plan to be fully vested and terminated effective immediately prior to or upon the Effective Time, in accordance with applicable law and regulations, and Cardinal shall pursue, in United’s sole discretion, the receipt of a favorable determination letter from the IRS relating to such termination. Each employee of Cardinal and its Subsidiaries that is a participant in Cardinal’s 401(k) plan, and that becomes an eligible employee of United or its Subsidiaries following the Effective Time, shall be eligible to participate in United’s 401(k) plan as soon as administratively practical, in accordance with the terms and conditions of United’s 401(k) plan, after the Effective Time, and, account balances under Cardinal’s terminated 401(k) plan will be eligible for distribution or rollover, in accordance with the terms and conditions of the United 401(k) plan and applicable law and regulation, including direct rollover of cash and, provided that Cardinal’s terminated 401(k) plan was validly amended prior to termination to provide for (A) roll out of promissory notes, (B) a period of time during which plan termination does not cause immediate loan default, (C) in-kind distribution of promissory notes, and (D) such other plan provisions as are required for rollout of promissory notes, direct rollover of promissory notes to United’s 401(k) plan, for each such employee in his or her discretion. Any other former employee of Cardinal or its Subsidiaries that is employed by United or its Subsidiaries after the Effective Time during shall be eligible to be a participant in United’s 401(k) plan upon complying with eligibility requirements. For purposes of administering United’s 401(k) plan, service with Cardinal and its Subsidiaries shall be deemed to be service with United for participation and vesting purposes, but not for purposes of benefit accrual. United shall take all required actions to assume as of the calendar year Effective Time all obligations under Cardinal’s Executive Deferred Income Plan, the Xxxxxx Xxxxx Mortgage, LLC Executive Deferred Income Plan and Cardinal’s Non-Employee Directors Deferral Plan; provided, that United shall be under no obligation to permit further contributions to such plans after the Effective Time. (d) Each of United, Cardinal and the key employees of Cardinal, as the case may be, will enter into agreements concerning their employment with United and related matters after the Effective Time in accordance with the terms and conditions set forth in Section 7.10(d) of the Cardinal Disclosure Schedule. At and following the Effective Time, United shall honor, and United shall be obligated to perform, or shall cause its Subsidiaries to honor and perform, in accordance with their terms and applicable law, the contractual rights of Employees, Consultants and Directors of Cardinal and its Subsidiaries existing as of the Effective Time.

Benefit Plans. Parent (a) At and following the Effective Time (i) Buyer shall take all reasonable actions necessary to allow eligible provide employees of the Company that will be employees of the Surviving Corporation (“Transitioned Employees”), to participate in Virginia Commerce and its Subsidiaries with employee benefit programs which are plans substantially comparable similar to those maintained for the benefit of, or offered to, provided to similarly situated employees of ParentBuyer, as soon as practicable after except with respect to the Effective TimeBuyer Pension Plan, (ii) Buyer shall cause any and all pre-existing condition limitations (to the extent permitted by such limitations did not apply to a pre-existing condition under the terms of such Parent benefit plan or any insurance contract or agreement applicable thereto; provided, however, that in the case of Compensation and Benefit Plans) and eligibility waiting periods under group health plans for which the Company maintains a plan offering the same type of benefit, such participation need not be offered by Parent until the corresponding plan of the Company ceases to be available or is terminated after waived with respect to such employees and their eligible dependents, and (iii) all employees of Virginia Commerce and its Subsidiaries shall receive credit for years of service with Virginia Commerce, its Subsidiaries and their predecessors prior to the Effective Time. Parent will recognize employment services of each Transitioned Employee with the Company Time for purposes of eligibility and vesting (but not for purposes of benefit accrual) under any benefit plan of Parent. Each Transitioned Employee’s years of service with the Company and any of its Subsidiaries shall be otherwise recognized accrual other than accrual for all general employment purposes, including seniority, vacation, personal vacation or paid time and similar general employment purposesoff; provided, that any that, in accordance with Buyer’s policies, no vacation or paid time offered by Parent in the calendar year of the Effective Time to any Transitioned Employee off shall be offset by any vacation time used by or paid to thereafter carried over into a Transitioned Employee by the Company or any of its Subsidiaries in the subsequent calendar year of the Effective Time. In additionyear) under Buyer’s benefit plans, Parent will (a) waive all limitations as to preexisting conditions, exclusions, waiting periods and service requirements except with respect to participation the Buyer Pension Plan. All employees of Virginia Commerce and coverage requirements applicable to Transitioned Employees under any group health plan sponsored by Parent, except to the extent such preexisting conditions, exclusion, waiting period or service requirement had not been satisfied by any such Transitioned Employee as of the Effective Time under a group health plan sponsored by the Company or any of its Subsidiaries; Subsidiaries and (b) provide each Transitioned Employee with their eligible dependents will receive credit for any deductibleco-payments, copayment deductibles and out-of-pocket limits applicable to maximums satisfied by such employees and dependents under the Compensation and Benefit Plans. Except as provided in this Agreement, Buyer shall maintain Virginia Commerce’s and its Subsidiaries’ existing employee benefit plans until such time as Buyer has provided similar plans to employees of Virginia Commerce and its Subsidiaries as contemplated in the preceding sentence. Employees of Virginia Commerce and its Subsidiaries shall not be entitled to accrual of benefits or allocation of contributions under Buyer’s benefit plans based on years of service with Virginia Commerce, its Subsidiaries and their predecessors prior to the Effective Date, except with respect to any vacation or paid time off accrual. (b) Except for employees of Virginia Commerce and its Subsidiaries with individual agreements that provide for payment of severance under certain circumstances (who will be paid severance only in accordance with such group medical plan sponsored agreements and shall not have a right to employer-paid outplacement services), Buyer agrees that each employee of Virginia Commerce and its Subsidiaries who is involuntarily terminated by the Company Buyer or any of its Subsidiaries (other than for cause) on or within six months of the Effective Date, shall receive (i) a severance payment equal to two weeks of base pay (at the rate in effect on the termination date) for each year of service at Virginia Commerce or its Subsidiaries (with credit for partial years of service) with a minimum payment equal to four weeks of base pay and paid a maximum payment equal to twenty-six weeks of base pay and (ii) reimbursement of costs associated with reasonable outplacement services actually incurred no later than the date that is six months after the date of the employee’s termination of employment, so that after reimbursement, such services will be at no cost to the employee; provided that (A) documentation of such expenses is provided to Buyer by the Transitioned Employee prior terminated employee and (B) such services are provided by an outplacement agency selected by Buyer. (c) Prior to the Effective Time during Time, Virginia Commerce shall one hundred percent vest all accrued benefits provided under Virginia Commerce’s 401(k) plan, subject to consummation of the calendar year Merger. Buyer and Virginia Commerce shall use reasonable efforts to take such action as may be necessary to merge Virginia Commerce’s 401(k) plan with and into Buyer’s 401(k) plan, including, in Buyer’s sole discretion, the receipt of a favorable determination letter from the IRS relating to such merger. (d) At and following the Effective Time, Buyer shall honor, and Buyer shall be obligated to perform, or shall cause its Subsidiaries to honor and perform, in accordance with their terms and applicable law, the contractual rights of Employees, Consultants and Directors of Virginia Commerce and its Subsidiaries existing as of the Effective Time.

Benefit Plans. Parent (a) At and following the Effective Time (i) Buyer shall take all reasonable actions necessary to allow eligible provide employees of the Company that will be employees of the Surviving Corporation (“Transitioned Employees”), to participate in Valley Financial and its Subsidiaries with employee benefit programs which are plans substantially comparable similar to those maintained for the benefit of, or offered to, provided to similarly situated employees of ParentBuyer, as soon as practicable after the Effective Time, (ii) Buyer shall cause any and all pre-existing condition limitations (to the extent permitted by such limitations did not apply to a pre-existing condition under the terms of such Parent benefit plan or any insurance contract or agreement applicable thereto; provided, however, that in the case of Compensation and Benefit Plans) and eligibility waiting periods under group health plans for which the Company maintains a plan offering the same type of benefit, such participation need not be offered by Parent until the corresponding plan of the Company ceases to be available or is terminated after waived with respect to such employees and their eligible dependents, and (iii) all employees of Valley Financial and its Subsidiaries shall receive credit for years of service with Valley Financial, its Subsidiaries and their predecessors prior to the Effective Time. Parent will recognize employment services of each Transitioned Employee with the Company Time for purposes of eligibility and vesting (but not for purposes of benefit accrual) under any benefit plan of Parent. Each Transitioned Employee’s years of service with the Company and any of its Subsidiaries shall be otherwise recognized accrual other than accrual for all general employment purposes, including seniority, vacation, personal vacation or paid time and similar general employment purposesoff; provided, that any that, in accordance with Buyer’s policies, no vacation or paid time offered by Parent in the calendar year of the Effective Time to any Transitioned Employee off shall be offset thereafter carried over into a subsequent calendar year) under Buyer’s benefit plans. (b) Buyer agrees that each employee of Valley Financial and its Subsidiaries who is involuntarily terminated by any vacation time used by or paid to a Transitioned Employee by the Company Buyer or any of its Subsidiaries (other than for cause) on or within 12 months of the Effective Date, shall receive (i) a severance payment equal to two weeks of base pay (at the rate in effect on the calendar termination date) for each year of service at Valley Financial or its Subsidiaries (with credit for partial years of service) with a minimum payment equal to four weeks of base pay in lieu of severance benefits payable under the Valley Financial Corporation Severance Plan, provided that employees of Valley Financial and its Subsidiaries with individual agreements that provide for payment of severance under certain circumstances who will be paid severance only in accordance with such agreements, (ii) reimbursement for up to six months of such employee’s COBRA premium payments, if COBRA coverage is elected by such employee, that are in excess of the premium payment paid by such employee immediately prior to termination, and (iii) outplacement services provided by or at the expense of Buyer in accordance with Buyer’s then current practices and procedures. (c) Prior to the Effective Time, Valley Financial shall take all steps necessary to (A) freeze the benefit amounts payable under the Supplemental Retirement Plan (“SERP”) to the amount payable under the SERP in accordance with Article III thereof as of the Effective Time, (B) establish and fund a “Rabbi” Trust for the purposes of providing benefits accrued under the SERP in accordance with Article III thereof as of the Effective Time, and (C) amend the SERP’s eligibility provisions to freeze future participation as of the Effective Time. In addition, Parent will (a) waive Buyer shall agree to assume sponsorship of the SERP and to pay out all limitations as to preexisting conditions, exclusions, waiting periods and service requirements with respect to participation and coverage requirements applicable to Transitioned Employees under any group health plan sponsored by Parent, except to the extent such preexisting conditions, exclusion, waiting period or service requirement had not been satisfied by any such Transitioned Employee benefits accrued as of the Effective Time under a group health plan sponsored by in accordance with the Company or any terms of its Subsidiaries; and the SERP. (bd) provide each Transitioned Employee with credit for any deductible, copayment and out-of-pocket limits applicable to such employees under any such group medical plan sponsored by the Company or any of its Subsidiaries and paid by the Transitioned Employee prior Prior to the Effective Time during Time, Valley Financial shall one hundred percent vest all accrued benefits provided under Valley Financial’s 401(k) plan and take action to terminate such plan, subject to consummation of the calendar year Merger. (e) Except as provided on Section 7.11(e) to the Buyer Disclosure Schedule, at and following the Effective Time, Buyer shall honor, and Buyer shall be obligated to perform, or shall cause its Subsidiaries to honor and perform, in accordance with their terms and applicable law, the contractual rights of Employees, Consultants and Directors of Valley Financial and its Subsidiaries existing as of the Effective Time.

Benefit Plans. Parent shall take all reasonable actions necessary to allow eligible employees (a) Effective as of the Closing Date, and in the discretion of Parent, each full-time Employee shall either continue under the Company that will be employees of the Surviving Corporation (“Transitioned Employees”), Benefit Plans or become eligible for and entitled to participate in Parent’s or Parent Bank’s benefit programs which are substantially comparable plans on the same terms and subject to those maintained for the benefit of, or offered to, similarly same conditions as all other similarly-situated employees of Parent, as soon as practicable after the Effective Time, to Parent and its subsidiaries. To the extent permitted by Employees participate in any Parent or Parent Bank benefit plans, Parent shall make, or cause Parent Bank to make, commercially reasonable efforts to ensure that Employees shall be given credit for amounts paid under a corresponding Company Benefit Plan during the terms of such Parent benefit plan or any insurance contract or agreement applicable thereto; provided, however, that year in the case of plans for which the Company maintains a plan offering the same type of benefit, such participation need not be offered by Parent until the corresponding plan of the Company ceases to be available or is terminated after the Effective Time. Parent will recognize employment services of each Transitioned Employee with the Company Closing occurs for purposes of eligibility and vesting (but not benefit accrual) under any benefit plan of Parent. Each Transitioned Employee’s years of service with the Company and any of its Subsidiaries shall be otherwise recognized for all general employment purposesapplying deductibles, including seniority, vacation, personal time and similar general employment purposes; provided, that any vacation time offered by Parent in the calendar year of the Effective Time to any Transitioned Employee shall be offset by any vacation time used by or paid to a Transitioned Employee by the Company or any of its Subsidiaries in the calendar year of the Effective Time. In addition, Parent will (a) waive all limitations as to preexisting conditions, exclusions, waiting periods and service requirements with respect to participation and coverage requirements applicable to Transitioned Employees under any group health plan sponsored by Parent, except to the extent such preexisting conditions, exclusion, waiting period or service requirement had not been satisfied by any such Transitioned Employee as of the Effective Time under a group health plan sponsored by the Company or any of its Subsidiaries; and (b) provide each Transitioned Employee with credit for any deductible, copayment co-payments and out-of-pocket limits applicable maximums as though such amounts had been paid in accordance with the terms and conditions of such Parent benefit plan for the plan year in which the Closing occurs. Parent shall use, and cause Parent Bank to use, its commercially reasonable efforts to cause any pre-existing condition limitations (as administered in accordance with Applicable Law) under Parent’s and Parent Bank’s medical benefit plans to be waived to the extent such employees conditions have been waived under the Company’s health insurance plans. For purposes of determining eligibility to participate in and, where applicable, vesting under any of Parent’s or Parent Bank’s applicable benefit plans or policies, each Employee shall receive past service credit for his or her prior employment with the Company or Company Subsidiary as if such group medical Employee had then been employed by Parent or Parent Bank. Parent and Parent Bank reserve the right to change or terminate their employee benefit plans at any time, provided that such changes or termination apply to all similarly situated employees of Parent and Parent Bank and do not target Employees. (b) Any Employee who has or is party to any employment agreement, severance agreement, change in control agreement, phantom stock agreement or any other agreement or arrangement that provides for any payment that may be triggered by the Merger or the Bank Merger (any such payment, a “Transaction Payment”) will receive the Transaction Payment from the Company to the extent it is required to be paid under such agreement, provided that, on or before the Closing, to the extent consistent with the terms of the agreement under which the Transaction Payment is provided, the Company will take all steps necessary to ensure that in the event that the amounts of the Transaction Payment, either individually or in conjunction with a payment or benefit under any other plan, agreement or arrangement that is aggregated for purposes of Code Section 280G (in the aggregate, “Total Payments”), would constitute an “excess parachute payment” within the meaning of Section 280G of the Code that is subject to the Tax imposed by Section 4999 of such Code, then the amounts of the Transaction Payment shall be reduced such that the value of the Total Payments that each counterparty is entitled to receive shall be $1.00 less than the maximum amount which the counterparty may receive without becoming subject to the excise tax or resulting in a disallowance of a deduction of the payment of such amount under Section 280G of the Code. (c) If requested by Parent at least 10 days prior to the Closing Date, the Company shall take (or cause to be taken) all actions necessary or appropriate to terminate, effective as of the day immediately preceding the Closing Date (or such other date identified on Schedule 5.1(c)), and subject to delivery to Parent, at least five Business Days prior to the Closing Date, evidence that the Company Board has taken, or will take prior to the Closing Date, the necessary corporate action to terminate such Company Benefit Plans (the form and substance of which resolutions shall be subject to review and approval of Parent, which approval shall not be unreasonably withheld), effective no later than the date required by this Section 5.1(c), and where necessary such termination action shall provide for settlement and distribution of benefits in accordance with the provisions of Treasury regulation Section 1.409A-3(j)(4)(ix)(B). (d) Following the Effective Time, Parent or the applicable subsidiary of Parent shall cause the Employees to be covered by a severance plan, pursuant to which plan sponsored by any Employees who incur a qualifying involuntary termination of employment within twelve months after the Closing Date will receive severance pay in accordance with the severance pay schedule set forth on Schedule 5.1(d). Notwithstanding the foregoing, no Employee eligible to receive severance benefits under an employment or other agreement shall be entitled to participate in the severance policy described in this Section 5.1(d). In connection with the foregoing, the Employees eligible to participate in the severance policy described in this Section 5.1(d) shall receive service credit for years of continuous service with the Company or any Company Subsidiary for purposes of its Subsidiaries determining the amount of any severance pay under such policy. (e) No provision of this Agreement is intended to, or does: (i) limit the ability of Company or Company Subsidiary to amend, modify, terminate, or adopt any benefit or compensation plan, program, policy, contract, agreement or arrangement, (ii) confer on any Person any right to employment or service or continued employment or service or any term or condition of employment or service, or (iii) limit Company or Company Subsidiary right to terminate the employment or service of any Person, including any Employee, at any time and paid by the Transitioned Employee prior to the Effective Time during the calendar year of the Effective Timefor any or no reason.

Benefit Plans. Parent shall Holdings agrees to permit or cause the Companies and the Subsidiaries to take appropriate action to honor all reasonable actions necessary to allow eligible Benefit Plans in accordance with their terms. Holdings agrees that, except as otherwise specifically provided, all Benefit Plans maintained by the Companies and the Subsidiaries as of the date hereof, will continue at a level of benefits not less than the level currently provided under such Benefit Plans for the period following the Closing until and including November 30, 2005. If employees of the Company that will be employees of Companies and the Surviving Corporation (“Transitioned Employees”), to participate Subsidiaries become participants in benefit programs which are substantially comparable to those maintained for the benefit of, any welfare or offered to, similarly situated employees of Parent, as soon as practicable after the Effective Time, to the extent permitted by the terms of such Parent benefit pension plan or any insurance contract program maintained by Holdings or agreement applicable thereto; provided, however, that in the case of plans for which the Company maintains a plan offering the same type of benefitits Affiliates, such participation need not be offered by Parent until the corresponding plan of the Company ceases to be available or is terminated after the Effective Time. Parent will recognize employment services of each Transitioned Employee with the Company program shall take into account for purposes of eligibility and vesting (thereunder, but not for purposes of benefit accrual) accrual (other than for vacation accruals), the service of such employees with the Companies and the Subsidiaries as if such service were with Holdings, to the same extent that such service was credited under any benefit a comparable plan of Parentthe Companies and the Subsidiaries. Each Transitioned Employee’s years If applicable, employees of the Companies and the Subsidiaries as of the Closing Date shall not be subject to any waiting periods or pre-existing condition limitations, and shall receive credit for all payments to satisfy deductibles, contributions, and co-payments under the medical, dental and health plans of Holdings or its Affiliates in which they may be eligible to participate. Employees of the Companies and the Subsidiaries will retain credit for unused sick leave and vacation pay which has been accrued as of the Closing Date and for purposes of determining the entitlement of such employees to sick leave and vacation pay following the Closing Date, the service of such employees with the Company Companies and any of its the Subsidiaries shall be otherwise recognized for all general employment purposes, including seniority, vacation, personal time and similar general employment purposes; provided, that any vacation time offered by Parent in the calendar year of the Effective Time to any Transitioned Employee shall be offset by any vacation time used by treated as if such service was with Holdings or paid to a Transitioned Employee by the Company or any of its Subsidiaries in the calendar year of the Effective Time. In addition, Parent will (a) waive all limitations as to preexisting conditions, exclusions, waiting periods and service requirements with respect to participation and coverage requirements applicable to Transitioned Employees under any group health plan sponsored by Parent, except to the extent such preexisting conditions, exclusion, waiting period or service requirement had not been satisfied by any such Transitioned Employee as of the Effective Time under a group health plan sponsored by the Company or any of its Subsidiaries; and (b) provide each Transitioned Employee with credit for any deductible, copayment and out-of-pocket limits applicable to such employees under any such group medical plan sponsored by the Company or any of its Subsidiaries and paid by the Transitioned Employee prior to the Effective Time during the calendar year of the Effective TimeAffiliates.

Benefit Plans. Parent shall take all reasonable actions necessary to allow eligible employees of the Company that will be employees of the Surviving Corporation (“Transitioned Employees”), to participate in benefit programs which are substantially comparable to those maintained for the benefit of, or offered to, similarly situated employees of Parent, as a) As soon as administratively practicable after the Effective Time, Parent shall take all reasonable action so that employees of the Company and its Subsidiaries shall be entitled to participate in each employee benefit plan, program or arrangement of Parent of general applicability (the "Parent Benefits Plans") to the same extent permitted by as similarly-situated employees of Parent and its Subsidiaries (it being understood that inclusion of the terms employees of such the Company and its Subsidiaries in the Parent benefit plan or any insurance contract or agreement applicable thereto; Benefits Plans may occur at different times with respect to different plans), provided, however, that in the case nothing contained herein shall require Parent or any of plans for which the Company maintains a plan offering the same type of benefit, such participation need not be offered by Parent until the corresponding plan its Subsidiaries to make any grants to any former employee of the Company ceases or its Subsidiaries under any discretionary equity compensation plan of Parent. Parent shall cause each Parent Benefits Plan in which employees of the Company and its Subsidiaries are eligible to participate to recognize, for purposes of determining eligibility to participate in, the vesting of benefits and for all other purposes (but not for accrual of pension benefits) under the Parent Benefit Plans, the service of such 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 available recognized to the extent that such recognition would result in a duplication of benefits. Nothing herein shall limit the ability of Parent to amend or is terminated after terminate any of the Company's Benefits Plans in accordance with their terms at any time. (b) At and following the Effective Time, Parent shall honor, and the Surviving Corporation shall continue to be obligated to perform, in accordance with their terms, all benefit obligations to, and contractual rights of, current and former employees of the Company existing as of the Effective Date, as well as all employment, severance, deferred compensation or "change-in-control" agreements, plans or policies of the Company which are Previously Disclosed, subject in each case as the same may be modified or terminated with respect to certain executive officers of the Company pursuant to an Executive Agreement. Parent acknowledges that the consummation of the Merger will recognize employment services constitute a "change-in-control" of each Transitioned Employee with the Company for purposes of eligibility any employee benefit plans, agreements and vesting (but not benefit accrual) under any benefit plan of Parent. Each Transitioned Employee’s years of service with the Company and any of its Subsidiaries shall be otherwise recognized for all general employment purposes, including seniority, vacation, personal time and similar general employment purposes; provided, that any vacation time offered by Parent in the calendar year arrangements of the Effective Time to any Transitioned Employee shall be offset by any vacation time used by or paid to a Transitioned Employee by Company. (c) If employees of the Company or any of its Subsidiaries become eligible to participate in the calendar year a medical, dental or health plan of the Effective Time. In additionParent, Parent will shall cause each such plan to (ai) waive all any preexisting condition limitations as to preexisting conditions, exclusions, waiting periods and service requirements with respect to participation and coverage requirements applicable to Transitioned Employees under any group health plan sponsored by Parent, except to the extent such preexisting conditionsconditions covered under the applicable medical, exclusionhealth or dental plans of Parent, waiting period or service requirement had not been satisfied by any such Transitioned Employee as of the Effective Time under a group health plan sponsored by the Company or any of its Subsidiaries; and (bii) provide each Transitioned Employee with full credit for under such plans any deductibledeductibles, copayment co-payment and out-of-pocket limits expenses incurred by the employees and their beneficiaries during the portion of the calendar year prior to such participation and (iii) waive any waiting period limitation or evidence of insurability requirement which would otherwise be applicable to such employee on or after the Effective Time to the extent such employee had satisfied any similar limitation or requirement under an analogous Plan prior to the Effective Time. (d) For a period of six months following the Effective Time, Parent shall provide all employees under any such group medical plan sponsored by of the Company and its Subsidiaries whose employment was terminated other than for cause, disability or retirement at or following the Effective Time, and who so desires, job counseling and outplacement assistance services in accordance with Parent's employment policies and practices, shall assist such employees in locating new employment and shall notify all such employees who want to be so notified of opportunities for positions with Parent or any of its Subsidiaries for which Parent reasonably believes such persons are qualified and paid shall consider any application for such positions submitted by such persons, provided, however, that any decision to offer employment to any such person shall be made in the Transitioned Employee prior to sole discretion of Parent. (e) All employees of the Company or a Company Subsidiary as of the Effective Time during the calendar year shall become employees of Parent or a Parent Subsidiary as of the Effective Time, and Parent or a Parent Subsidiary will use its reasonable best efforts to give such persons (other than any such person who is party to an employment agreement, a severance agreement or a special termination agreement) at least four weeks prior written notice of any job elimination after the Effective Time for a period of 90 days following the Effective Time. Subject to such four-week notice requirement, Parent or a Parent Subsidiary shall have no obligation to continue the employment of any such person and nothing contained herein shall give any employee of the Company or a Company Subsidiary the right to continue employment with Parent or a Parent Subsidiary after the Effective Time. An employee of the Company or a Company Subsidiary (other than an employee who is party to an employment agreement, a severance agreement or a special termination agreement) whose employment is involuntarily terminated other than for cause following the Effective Time shall be entitled to receive severance payments in accordance with, and to the extent provided in, the Company Severance Plan.

Benefit Plans. (a) If Parent shall take elects not to maintain any Company Employee Plan that is a health, vacation or 401(k) (or similar retirement) plan after the Effective Time, then: (i) all reasonable actions necessary to allow eligible employees of the Company that will be employees of Entities who continue employment with Parent, the Surviving Corporation or any Subsidiary of Parent or the Surviving Corporation after the Effective Time (“Transitioned "Continuing Employees”), ") shall be eligible to participate in benefit health, vacation and 401(k) (or similar retirement) plans, programs which are or arrangements, to substantially comparable to those maintained for the benefit of, or offered to, same extent as the majority of the similarly situated employees of Parent, as soon as practicable after Surviving Corporation and the Subsidiaries of Parent; and (ii) for purposes of determining a Continuing Employee's eligibility to participate in such plans, and for purposes of determining a Continuing Employee's vested percentage under such plans, such Continuing Employee shall receive credit under such plans for his or her years of continuous service with each of the Company Entities prior to the Effective Time, to the extent permitted by the terms except as would result in duplication of such Parent benefit plan or any insurance contract or agreement applicable thereto; benefits provided, however, that such service shall not be recognized to the same extent that such recognition would result in a duplication of benefits with respect to the case same period of plans service. As of the Effective Time, Parent shall, or shall cause the Surviving Corporation (or any other Subsidiary of Parent for which the Company maintains a plan offering the same type of benefit, such participation need not be offered by Parent until the corresponding plan of the Company ceases to be available or Continuing Employee is terminated employed after the Effective Time. Parent will recognize employment services ) to, credit to each Continuing Employee the amount of each Transitioned Employee with the Company for purposes of eligibility vacation time and vesting (but not benefit accrual) paid time off that such individual had accrued under any benefit plan of Parent. Each Transitioned Employee’s years of service with the applicable Company and any of its Subsidiaries shall be otherwise recognized for all general employment purposes, including seniority, vacation, personal time and similar general employment purposes; provided, that any vacation time offered by Parent in the calendar year of the Effective Time to any Transitioned Employee shall be offset by any vacation time used by or paid to a Transitioned Employee by the Company or any of its Subsidiaries in the calendar year Plan as of the Effective Time. In additionIf Parent chooses not to maintain one or more of Company Employee Plans that is a health plan or welfare plan, Parent will (a) waive all limitations as to preexisting conditions, exclusions, waiting periods and service requirements then with respect to participation each health or welfare benefit plan maintained in lieu of the applicable Company Employee Plan, Parent shall use commercially reasonable efforts to (i) cause to be waived any eligibility waiting periods, any evidence of insurability requirements and coverage requirements applicable the application of any pre-existing condition limitations under such plan, and (ii) cause each Continuing Employee to Transitioned Employees be given credit under such plan for all amounts paid by such Continuing Employee under any group health similar Company Employee Plan for the plan sponsored by Parent, except to the extent such preexisting conditions, exclusion, waiting period or service requirement had not been satisfied by any such Transitioned Employee as of year that includes the Effective Time under a group health plan sponsored by the Company or any for purposes of its Subsidiaries; and (b) provide each Transitioned Employee with credit for any deductibleapplying deductibles, copayment co-payments and out-of-pocket limits applicable maximums as though such amounts had been paid in accordance with the terms and conditions of such plans for the plan year in which the Effective Time occurs. (b) Nothing in this Section 6.7 or elsewhere in this Agreement shall be construed to such employees under (i) create a right in any Company Associate to continue employment or continue to be maintained by Parent, the Surviving Corporation or any respective Subsidiary of Parent or the Surviving Corporation, or preclude the ability of Parent, the Surviving Corporation or any respective Subsidiary of Parent or the Surviving Corporation to terminate the employment of any such group medical employee for any reason, (ii) require Parent, the Surviving Corporation or any respective Subsidiary of Parent or the Surviving Corporation to continue any Company Employee Plans or to prevent the amendment, modification or termination thereof after the Merger Closing Date, (iii) (except for persons indemnified pursuant to Section 6.6 (to the extent of their rights pursuant to Section 6.6)), no Company Associate shall be deemed to be a third party beneficiary of this Agreement, or (iv) be treated as an amendment to any particular employee benefit plan sponsored by of Parent, the Company or any respective Subsidiary of its Subsidiaries and paid by Parent or the Transitioned Employee prior to the Effective Time during the calendar year of the Effective TimeCompany.

Benefit Plans. Parent shall take all reasonable actions necessary to allow eligible employees of the Company that will be employees of the Surviving Corporation (“Transitioned Employees”)a) Acquirer shall, to participate in benefit programs which are substantially comparable to those maintained for the benefit of, or offered to, similarly situated employees of Parent, as soon as practicable two years after the Effective Time, to provide former employees of Seller and its Subsidiaries who remain as employees of Acquirer or the extent permitted by the terms of such Parent Surviving Corporation ("Continuing Employee") with compensation and employee benefit plan or any insurance contract or agreement applicable thereto; provided, however, that plans no less favorable in the case aggregate than those provided to similarly situated employees of plans for which the Company maintains a plan offering the same type of benefit, such participation need not be offered by Parent until the corresponding plan of the Company ceases Acquirer. From time to be available or is terminated time after the Effective Time, Acquirer may, at its sole discretion, discontinue all or any Compensation and Benefit Plans maintained by Seller and its Subsidiaries for the benefit of employees of the Seller and its Subsidiaries so long as it replaces them with compensation and employee benefit plans of Acquirer as offered to similarly situated employees of Acquirer and its Subsidiaries. Parent will recognize employment services If any employee of each Transitioned Employee Seller or its Subsidiaries becomes a participant in any employee benefit plan, practice or policy of Acquirer or the Surviving Corporation, such employee shall be given credit under such plan, practice or policy for all service with Seller or its Subsidiaries from the Company employee's most recent date of hire by Seller or its Subsidiaries (as provided by Seller to Acquirer prior to the Effective Date) and prior to the Effective Time for purposes of eligibility and vesting (vesting, but not for the purposes of determining benefit accrual) accruals or the rate of benefit accruals, for which such service is taken into account or recognized, provided that there be no duplication of such benefits as are provided under any employee benefit plan plans, practices, or policies of Parent. Each Transitioned Employee’s years of service with the Company and any of its Subsidiaries shall be otherwise recognized for all general employment purposes, including seniority, vacation, personal time and similar general employment purposes; provided, that any vacation time offered by Parent in the calendar year of the Effective Time to any Transitioned Employee shall be offset by any vacation time used by or paid to a Transitioned Employee by the Company Seller or any of its Subsidiaries that continue in the calendar year of effect following the Effective Time. (b) Acquirer shall pay to Continuing Employees the amounts payable under Seller's incentive plans as Previously Disclosed for the year ended December 31, 1999 in accordance with the terms thereof ("1999 Bonus Amounts"). In addition, Parent will (a) waive all limitations as to preexisting conditions, exclusions, waiting periods and service requirements with respect to participation and coverage requirements applicable to Transitioned Employees under any group health plan sponsored by Parent, except Prior to the extent Effective Date, the Chief Executive Officer of Seller, after prior consultation with Acquirer, shall determine the 1999 Bonus Amounts payable pursuant to the terms of the applicable incentive plans of Seller. Acquirer shall also pay to employees of Seller and its Subsidiaries whose employment is terminated by Acquirer or its Subsidiaries (other than by reason of such preexisting conditionsemployee's misconduct, exclusionnonperformance of duties or violations of other rules and policies of Acquirer or its Subsidiaries, waiting period or service requirement had not including confidentiality obligations) after the Effective Time and prior to the date such 1999 Bonus Amounts have been satisfied by any paid an amount equal to the 1999 Bonus Amount to which they would otherwise have been entitled. Such 1999 Bonus Amounts shall be paid upon such Transitioned termination. (c) Employees covered under Seller's Employee Severance Plan as of the Effective Time under a group health plan sponsored Date who are terminated by the Company or any Acquirer within 12 months after the Effective Time shall be eligible for severance, if any, under the terms of its Subsidiaries; Seller's Employee Severance Plan except that the required release shall be in the form and (b) provide each Transitioned Employee with credit for any deductiblemanner required by the Acquirer. During such 12 month period, copayment and out-of-pocket limits applicable to such employees shall be excluded from coverage from Acquirer's severance plans or programs but shall not be excluded from coverage under any Acquirer's Change In Control Severance Pay Programs provided such group medical employees meet the coverage requirements set forth in such Change In Control Severance Pay Programs. If a change in control of Acquirer occurs during such 12 month period said employees will cease to be eligible for severance under Seller's Employee Severance Plan if they are covered employees under Acquirer's Change In Control Severance Pay Programs. (d) Employees eligible for severance payments under Seller's Executive Severance Plan shall be excluded from coverage from Acquirer's severance plans or programs including Acquirer's Change In Control Severance Pay Plan or Programs so long as such employee is covered by Seller's Executive Severance Plan. Acquirer further agrees that the "target bonus" for purposes of the Executive Severance Plan shall mean the maximum target bonus payable under the applicable incentive plan sponsored in the event that the applicable "target bonus" is expressed as a range. Schedule 6.20(d) sets forth the employees currently covered by the Company or any Seller's Executive Severance Plan. Seller shall provide Acquirer with an updated schedule of its Subsidiaries and paid by the Transitioned Employee employees covered under Seller's Executive Severance Plan prior to the Effective Time during the calendar year Date. (e) This Section 6.20 is an agreement solely between Seller and Acquirer. Nothing in this Section 6.20, whether express or implied, shall be considered to be a contract between Seller or Acquirer or any other person or shall confer upon any employee of the Effective TimeSeller or Acquirer or any other person, any rights or remedies that such person did not already have including, but not limited to (i) any right to employment or recall, (ii) any right to continued employment of any specified person or (iii) any right to claim any particular compensation, benefit or aggregation of benefits of any kind or nature whatsoever.

Benefit Plans. Parent shall take all reasonable actions necessary (a) With respect to allow eligible any NAPW Benefit Plan or PDN Benefit Plan in which any employees and former employees of NAPW (the Company that will be employees of the Surviving Corporation (“Transitioned Participating Employees”), ) first become eligible to participate in benefit programs which are substantially comparable to those maintained for the benefit of, on or offered to, similarly situated employees of Parent, as soon as practicable after the Effective Time, and in which such Participating Employees did not participate prior to the Effective Time (collectively, the “New Plans”), each Participating Employee shall, to the extent permitted by applicable law, receive full credit for the terms months and years of continuous service by such Parent Participating Employee recognized by NAPW prior to the Effective Time to the same extent as if it were service with PDN for purposes of (1) satisfying the service requirements for eligibility to participate in each such New Plan, (2) vesting in any benefits under each such New Plan, and (3) calculating the level of benefits with respect to vacation, personal days off, severance benefits and any other welfare-type benefits with respect to which a Participating Employee may be eligible, where service is a factor in calculating benefits, provided that, none of the foregoing shall apply with respect to defined benefit pension plans benefit accrual or where such credit would result in a duplication of benefits. With respect to any New Plan that is a welfare benefit plan in which any Participating Employees first become eligible to participate on or any insurance contract or agreement applicable thereto; provided, however, that in the case of plans for which the Company maintains a plan offering the same type of benefit, such participation need not be offered by Parent until the corresponding plan of the Company ceases to be available or is terminated after the Effective Time. Parent will recognize employment services of each Transitioned Employee with the Company for purposes of eligibility , and vesting (but in which such Participating Employees did not benefit accrual) under any benefit plan of Parent. Each Transitioned Employee’s years of service with the Company and any of its Subsidiaries shall be otherwise recognized for all general employment purposes, including seniority, vacation, personal time and similar general employment purposes; provided, that any vacation time offered by Parent in the calendar year of the Effective Time participate prior to any Transitioned Employee shall be offset by any vacation time used by or paid to a Transitioned Employee by the Company or any of its Subsidiaries in the calendar year of the Effective Time. In addition, Parent will subject to any applicable plan provisions, contractual requirements or laws, PDN shall, (aA) waive all cause to be waived any eligibility requirements or pre-existing condition limitations as to preexisting conditions, exclusions, waiting periods and service requirements with respect to participation and coverage requirements applicable to Transitioned Employees under any group health plan sponsored by Parent, except to the extent such preexisting conditions, exclusioneligibility requirements, waiting period periods, any evidence of insurability requirements, waiting periods, any evidence of insurability requirements or service requirement had not been satisfied by pre-existing conditions would apply under the analogous NAPW Benefit Plan or PDN Benefit Plan in which any such Transitioned Participating Employee (or spouse or dependent) was a participant or eligible to participate as of immediately prior to the Effective Time, and (B) give effect, in determining any deductibles, co-insurance or maximum out of pocket limitations, to amounts paid (without regard to medium of payment) by or on behalf of such Participating Employees prior to the Effective Time under a group health plan sponsored by the Company NAPW Benefit Plan or any of its Subsidiaries; and (b) provide each Transitioned Employee with credit for any deductible, copayment and out-of-pocket limits applicable to such employees under PDN Benefit Plan in which any such group medical plan sponsored by the Company Participating Employee (or any spouse or dependent) was a participant as of its Subsidiaries and paid by the Transitioned Employee immediately prior to the Effective Time during (to the calendar year of same extent that such credit was given under such NAPW Benefit Plan or PDN Benefit Plan prior to the Effective Time) in satisfying such requirements during the plan year in which the Effective Time occurs. (b) If requested by PDN at least ten business days prior to the Closing Date, NAPW shall take (or cause to be taken) all actions reasonably necessary pursuant to resolutions of the NAPW Board of Directors necessary or appropriate to terminate, effective no later than the day prior to the Closing Date, any defined contribution NAPW Benefit Plan that contains a cash or deferred arrangement, whether intended to qualify under section 401(k) of the Code or otherwise (a “NAPW Defined Contribution Plan”). If NAPW is required to terminate any NAPW Defined Contribution Plan, then NAPW shall provide to PDN prior to the Closing Date written evidence of the adoption by the NAPW Board of Directors of resolutions authorizing the termination of such NAPW Defined Contribution Plan (the form and substance of which resolutions shall be subject to the prior reasonable review and approval of PDN, which approval shall not be unreasonably withheld or delayed). (c) Nothing contained in this Section 6.5, express or implied, (1) shall be construed to establish, amend, or modify any benefit plan, program, agreement or arrangement, including without limitation, any NAPW Benefit Plan or any PDN Benefit Plan, (2) shall alter or limit the ability of any of PDN, Merger Sub, NAPW, the Surviving Subsidiary, or, with respect to PDN, its Subsidiaries to amend, modify, or terminate any benefit plan, program, agreement, or arrangement at any time assumed, established, sponsored, or maintained by any of them, (3) is intended to confer upon any current or former employee any right to employment or continued employment for any period of time by reason of this Agreement, or any right to a particular term or condition of employment, or (4) is intended to confer upon any person (including for the avoidance of doubt any current or former employee) any right as a third-party beneficiary of this Agreement. (d) To the maximum extent permitted by Law, PDN and NAPW shall treat, and cause their respective affiliates to treat, the U.S. federal and state income tax deductions resulting from any severance payments and any other compensatory payments arising as a result of the transactions contemplated hereby that are, in each case, made on the Closing Date as accruing on the day after the Closing pursuant to the “next day” rule of Treasury Regulation section 1.1502­-76(b)(1)(ii)(B) or any similar provision of state or local Tax Law.

Benefit Plans. Parent (a) At and following the Effective Time (i) United shall take all reasonable actions necessary to allow eligible provide employees of the Company that will be employees of the Surviving Corporation (“Transitioned Employees”), to participate in CBTC and its Subsidiaries with employee benefit programs which are plans substantially comparable similar to those maintained for the benefit of, or offered to, provided to similarly situated employees of ParentUnited, as soon as practicable after except with respect to the Effective TimeUnited Pension Plan, (ii) United shall cause any and all pre-existing condition limitations (to the extent permitted by such limitations did not apply to a pre-existing condition under the terms of such Parent benefit plan or any insurance contract or agreement applicable thereto; provided, however, that in the case of Compensation and Benefit Plans) and eligibility waiting periods under group health plans for which the Company maintains a plan offering the same type of benefit, such participation need not be offered by Parent until the corresponding plan of the Company ceases to be available or is terminated after waived with respect to such employees and their eligible dependents, and (iii) all employees of CBTC and its Subsidiaries shall receive credit for years of service with CBTC, its Subsidiaries and their predecessors prior to the Effective Time. Parent will recognize employment services of each Transitioned Employee with the Company Time for purposes of eligibility and vesting (but not for purposes of benefit accrualaccrual other than accrual for vacation; provided that, in accordance with United’s policies, no vacation or paid time off shall thereafter be carried over into a subsequent calendar year except that employees who are retained by United shall be permitted to carry over vacation until the end of 2022 and employees who are not retained by United shall be paid for unused vacation) under any United’s benefit plan of Parent. Each Transitioned Employee’s years of service with the Company and any of its Subsidiaries shall be otherwise recognized for all general employment purposesplans, including seniority, vacation, personal time and similar general employment purposes; provided, that any vacation time offered by Parent in the calendar year of the Effective Time to any Transitioned Employee shall be offset by any vacation time used by or paid to a Transitioned Employee by the Company or any of its Subsidiaries in the calendar year of the Effective Time. In addition, Parent will (a) waive all limitations as to preexisting conditions, exclusions, waiting periods and service requirements except with respect to participation the United Pension Plan. All employees of CBTC and coverage requirements applicable to Transitioned Employees under any group health plan sponsored by Parent, except to the extent such preexisting conditions, exclusion, waiting period or service requirement had not been satisfied by any such Transitioned Employee as of the Effective Time under a group health plan sponsored by the Company or any of its Subsidiaries; Subsidiaries and (b) provide each Transitioned Employee with their eligible dependents will receive credit for any deductibleco-payments, copayment deductibles and out-of-pocket limits applicable to maximums satisfied by such employees and dependents under the Compensation and Benefit Plans. Except as provided in this Agreement, United shall maintain CBTC’s and its Subsidiaries’ existing employee benefit plans until such time as United has provided similar plans to employees of CBTC and its Subsidiaries as contemplated in the preceding sentence. Employees of CBTC and its Subsidiaries shall not be entitled to accrual of benefits or allocation of contributions under United’s benefit plans based on years of service with CBTC, its Subsidiaries and their predecessors prior to the Effective Date, except with respect to any vacation accrual. (b) Except for employees of CBTC and its Subsidiaries with individual agreements that provide for payment of severance under certain circumstances (who will be paid severance only in accordance with such group medical plan sponsored agreements and shall not have a right to employer-paid outplacement services unless provided in such agreements), United agrees that each employee of CBTC and its Subsidiaries who is involuntarily terminated by the Company United or any of its Subsidiaries (other than for cause) on or within the time period set forth on Section 7.10(b) of United’s Disclosure Schedule, shall receive (i) a severance payment equal to the amounts set forth on Section 7.10(b) of United’s Disclosure Schedule, but only if such employee does not have rights to a severance payment under an employment agreement, in which case no severance payment shall be made to such employee hereunder, and paid (ii) outplacement services through the date that is set forth on Section 7.10(b) of United’s Disclosure Schedule by an outplacement agency selected by United. (c) CBTC shall cause its 401(k) plan to be fully vested and terminated effective immediately prior to or upon the Transitioned Employee Effective Time, in accordance with applicable law and regulations, and CBTC shall pursue, in United’s sole discretion, the receipt of a favorable determination letter from the IRS relating to such termination. Each employee of CBTC and its Subsidiaries that is a participant in CBTC’s 401(k) plan, and that becomes an eligible employee of United or its Subsidiaries following the Effective Time, shall be eligible to participate in United’s 401(k) plan as soon as administratively practical, in accordance with the terms and conditions of United’s 401(k) plan, after the Effective Time, and, account balances under CBTC’s terminated 401(k) plan will be eligible for distribution or rollover, in accordance with the terms and conditions of the United 401(k) plan and applicable law and regulation, including direct rollover of cash and, provided that CBTC’s terminated 401(k) plan provides for or is validly amended prior to termination to provide for (A) roll out of promissory notes, (B) a period of time during which plan termination does not cause immediate loan default, (C) in-kind distribution of promissory notes, and (D) such other plan provisions as are required for rollout of promissory notes, direct rollover of promissory notes to United’s 401(k) plan, for each such employee in his or her discretion. Any other former employee of CBTC or its Subsidiaries that is employed by United or its Subsidiaries after the Effective Time shall be eligible to be a participant in United’s 401(k) plan upon complying with eligibility requirements. For purposes of administering United’s 401(k) plan, service with CBTC and its Subsidiaries shall be deemed to be service with United for participation and vesting purposes, but not for purposes of benefit accrual. (d) (i) Prior to the Effective Time during the calendar year Time, and effective as of the Effective Time, each of United, CBTC and the key employee of CBTC, as the case may be, will enter into an agreement concerning his employment with United and related matters after the Effective Time in accordance with the terms and conditions set forth in Section 7.10(d)(i) of the United Disclosure Schedule, with such agreement substantially in the form set forth in Section 7.10(d)(i) of the United Disclosure Schedule.

Benefit Plans. Parent (a) As soon as administratively practicable after the Effective Time, Washington Federal shall take all reasonable actions necessary to allow eligible action so that employees of First Mutual and its Subsidiaries shall be entitled to participate in each employee benefit plan, program or arrangement of Washington Federal of general applicability (the Company that will be “Washington Federal Benefit Plans”) to the same extent as similarly-situated employees of Washington Federal and its Subsidiaries (it being understood that inclusion of the employees of First Mutual and its Subsidiaries in the Washington Federal Benefit Plans may occur at different times with respect to different plans), provided that coverage shall be continued under the corresponding Benefit Plans of First Mutual and its Subsidiaries until such employees are permitted to participate in the Washington Federal Benefit Plans and provided further, however, that nothing contained herein shall require Washington Federal or any of its Subsidiaries to make any grants to any former employee of First Mutual or its Subsidiaries under any discretionary equity compensation plan of Washington Federal. Washington Federal shall cause each Washington Federal Benefit Plan in which employees of First Mutual and its Subsidiaries are eligible to participate to recognize, for purposes of determining eligibility to participate in, the vesting of benefits and for all other purposes (but not for accrual of pension benefits) under the Washington Federal Benefit Plans, the service of such employees with First Mutual and its Subsidiaries to the same extent as such service was credited for such purpose by First Mutual, provided, however, that such service shall not be recognized to the extent that such recognition would result in a duplication of benefits. Nothing herein shall limit the ability of Washington Federal to amend or terminate any of First Mutual’s Benefit Plans in accordance with their terms at any time. (b) At and following the Effective Time, Washington Federal shall honor, and the Surviving Corporation shall continue to be obligated to perform, in accordance with their terms, all benefit obligations to, and contractual rights of, current and former employees of First Mutual and its Subsidiaries and current and former directors of First Mutual and its Subsidiaries existing as of the Effective Date, as well as all employment, severance, bonus, salary continuation, deferred compensation, split dollar, supplemental retirement or “change-in-control” agreements, plans or policies of First Mutual to the extent that each of the foregoing are Previously Disclosed. The severance or termination payments which are payable pursuant to such agreements, plans or policies of First Mutual (“Transitioned Employees”), which have been quantified in reasonable detail) have been Previously Disclosed. (c) At such time as employees of First Mutual or its Subsidiaries become eligible to participate in benefit programs a medical, dental or health plan of Washington Federal or its Subsidiaries, Washington Federal shall cause each such plan to (i) waive any preexisting condition limitations to the extent such conditions covered under the applicable medical, health or dental plans of Washington Federal, (ii) provide full credit under such plans for any deductibles, co-payment and out-of-pocket expenses incurred by the employees and their beneficiaries during the portion of the calendar year prior to such participation and (iii) waive any waiting period limitation or evidence of insurability requirement which would otherwise be applicable to such employee on or after the Effective Time to the extent such employee had satisfied any similar limitation or requirement under an analogous Plan prior to the Effective Time. (d) Each of First Mutual, its Subsidiaries, and Washington Federal acknowledges and agrees that all provisions contained within this Section 6.12 with respect to Employees are substantially comparable to those maintained included for the sole benefit ofof First Mutual and Washington Federal and shall not create any right (i) in any other Person, including, Benefit Plans or offered toany beneficiary thereof or (ii) to continued employment with First Mutual, similarly situated employees its Subsidiaries, Washington Federal or any of Parenttheir respective affiliates. (e) Washington Federal agrees to take all action necessary to appoint or elect, effective as of the Effective Time, a director of First Mutual who is acceptable to Washington Federal. Such person shall serve until the first annual meeting of stockholders of Washington Federal following the Effective Time and until his or her successor is elected and qualified. Subject to the fiduciary duties of the Washington Federal Board, Washington Federal shall include such individual on the list of nominees for director presented by the Washington Federal Board and for which the Washington Federal Board shall solicit proxies at the first annual meeting of stockholders of Washington Federal following the Effective Time. (f) The First Mutual Employee Stock Ownership Plan (“ESOP”) shall be terminated as of the Effective Time. The Merger Consideration received by the ESOP trustee with respect to the unallocated shares of First Mutual Common Stock held by the ESOP shall be allocated to the ESOP participants in accordance with the terms of the ESOP and applicable laws as soon as practicable after the Effective Time. In connection with the termination of the ESOP, First Mutual shall promptly apply to the extent permitted by IRS for a favorable determination letter on the terms of such Parent benefit plan or any insurance contract or agreement applicable thereto; provided, however, that in the case of plans for which the Company maintains a plan offering the same type of benefit, such participation need not be offered by Parent until the corresponding plan tax-qualified status of the Company ceases to be available or is terminated after the Effective Time. Parent will recognize employment services of each Transitioned Employee with the Company for purposes of eligibility and vesting (but not benefit accrual) under any benefit plan of Parent. Each Transitioned Employee’s years of service with the Company ESOP on terminations and any of amendments made to the ESOP in connection with its Subsidiaries shall be otherwise recognized for all general employment purposestermination or otherwise, including seniority, vacation, personal time and similar general employment purposes; provided, that any vacation time offered by Parent in if such amendments have not previously received a favorable determination letter from the calendar year of the Effective Time to any Transitioned Employee shall be offset by any vacation time used by or paid to a Transitioned Employee by the Company or any of its Subsidiaries in the calendar year of the Effective Time. In addition, Parent will (a) waive all limitations as to preexisting conditions, exclusions, waiting periods and service requirements IRS with respect to participation and coverage requirements applicable to Transitioned Employees their qualification under any group health plan sponsored by Parent, except Section 401(a) of the Code. Any amendments to the extent such preexisting conditions, exclusion, waiting period or service requirement had not been satisfied by any such Transitioned Employee as of the Effective Time under a group health plan sponsored ESOP requested by the Company or any of its Subsidiaries; and (b) provide each Transitioned Employee with credit for any deductible, copayment and out-of-pocket limits applicable to such employees under any such group medical plan sponsored by the Company or any of its Subsidiaries and paid by the Transitioned Employee IRS prior to the Effective Time during shall be adopted by First Mutual and any amendments requested by the calendar year of IRS after the Effective TimeTime shall be promptly adopted by Washington Federal. Any and all distributions from the ESOP after its termination shall be made consistent with the aforementioned determination letter from the IRS.

Benefit Plans. (a) From the Effective Time through the first anniversary thereof, Parent shall take all reasonable actions necessary provide, or cause to allow eligible be provided, to each of the employees of the Company that will be and its Subsidiaries as of immediately prior to the Effective Time who continue employment with Parent or any of its Subsidiaries following the Effective Time (such employees of the Surviving Corporation (“Transitioned Continuing Employees”)) with a base salary or base wage, to participate in benefit programs which cash incentive opportunities and pension and welfare opportunities (excluding equity and long term incentive compensation) that are substantially comparable in the aggregate to those maintained for the benefit of, or offered to, that are generally made available to similarly situated employees of Parent and its Subsidiaries. (b) Parent will use commercially reasonable efforts to cause each of its employee benefit and compensation plans to take into account, for purposes of eligibility, vesting, levels of benefits and benefit accrual thereunder, the service of the Continuing Employees with the Company and its Subsidiaries (including any predecessor entities) as if such service were with Parent, as soon as practicable to the same extent that such service was credited under a comparable plan of the Company or any of its Subsidiaries (except to the extent it would result in a duplication of benefits for the same period of service and other than for benefit accrual purposes under any defined benefit pension plan of Parent or its Subsidiaries and for purposes of qualifying for subsidized early retirement benefits). (c) From and after the Effective Time, without limiting the generality of Section 5.12(a), with respect to each Continuing Employee (and their beneficiaries) Parent shall use commercially reasonable efforts to cause each life, disability, medical, dental or health plan of Parent or its Subsidiaries in which each such Continuing Employee becomes eligible to participate to (i) waive any preexisting condition limitations to the extent such conditions were covered under the applicable life, disability, medical, dental or health plans of the Company or any of its Subsidiaries, (ii) provide full credit under medical, dental and health plans for any deductibles, co-payment and out-of-pocket expenses incurred by the Continuing Employees (and their beneficiaries) under analogous plans of the Company or any of its Subsidiaries prior to the Effective Time during the portion of the applicable plan year prior to participation, and (iii) waive any waiting period limitation, actively-at-work requirement or evidence of insurability requirement that would otherwise be applicable to such Continuing Employees and their beneficiaries on or after the Effective Time to the extent such employee or beneficiary had satisfied any similar limitation or requirement under an analogous plan prior to the Effective Time. (d) Prior to the Effective Time, if requested by Parent in writing, to the extent permitted by applicable Law and the terms of such Parent benefit the applicable plan or any insurance contract or agreement applicable theretoarrangement, the Company shall cause the Company’s 401(k) Plan (the “Company 401(k) Plan”) to be terminated effective immediately prior to the Effective Time. In the event that Parent requests that the Company 401(k) Plan be terminated, the Company shall provide Parent with evidence that such Plan has been terminated (the form and substance of which shall be subject to review and approval by Parent) not later than the day immediately preceding the Effective Time; provided, however, that the effectiveness of such termination may be conditioned on the consummation of the Merger. (e) To the extent any Benefit Plan limits the amount paid or payable (whether in cash, in property, or in the case form of plans for which the Company maintains a plan offering the same type of benefit, such participation need not be offered by Parent until the corresponding plan of the Company ceases to be available or is terminated after the Effective Time. Parent will recognize employment services of each Transitioned Employee with the Company for purposes of eligibility and vesting (but not benefit accrualbenefits) under any benefit plan of Parent. Each Transitioned Employee’s years of service with the Company and any of its Subsidiaries shall be otherwise recognized for all general employment purposes, including seniority, vacation, personal time and similar general employment purposes; provided, that any vacation time offered by Parent in the calendar year of the Effective Time to any Transitioned Employee shall be offset by any vacation time used by or paid to a Transitioned Employee by the Company or any of its Subsidiaries in connection with the calendar year transactions contemplated hereby (either solely as a result thereof or as a result of such transactions in conjunction with any other event) in order to preclude such amount from being considered an “excess parachute payment” within the meaning of Section 280G of the Effective Time. In additionCode, Parent will (a) the Company shall not waive all limitations as to preexisting conditions, exclusions, waiting periods and service requirements with respect to participation and coverage requirements applicable to Transitioned Employees under any group health plan sponsored by Parent, except to the extent such preexisting conditions, exclusion, waiting period or service requirement had not been satisfied by any such Transitioned Employee as limitation or amend any such Benefit Plan to eliminate or materially alter such limitation. (f) Prior to making any written or oral communications to a broad-based group of the Effective Time under a group health plan sponsored by the Company officers or any employees of its Subsidiaries; and (b) provide each Transitioned Employee with credit for any deductible, copayment and out-of-pocket limits applicable to such employees under any such group medical plan sponsored by the Company or any of its Subsidiaries and paid pertaining to compensation or benefits matters that are materially affected by the Transitioned Employee prior to transactions contemplated by this Agreement, the Effective Time during the calendar year Company shall provide Parent with a copy of the Effective Timeintended communication, Parent shall have a reasonable period of time to review and comment on the communication, and the Company shall consider any such comments in good faith.

Benefit Plans. Parent (a) As soon as administratively practicable following the Closing, Enterprise shall take all reasonable such actions as are necessary to allow cause a section 401(k) plan maintained by Enterprise or one of its affiliates to accept direct rollovers of Affected Employees’ eligible employees rollover distributions in cash (including plan loan notes in accordance with the Enterprise 401(k) plan loan rules) from the Duke Energy Field Services 401(k) and Retirement Plan as elected by the Affected Employees. (b) Effective no later than the close of the Company that will be employees Benefits Transition Services Period, Enterprise or one of its affiliates shall offer the Surviving Corporation Affected Employees who are then employed by Enterprise or one of its affiliates (including but not limited to TEPPCO GP) and their eligible spouses and dependents coverage under a Group Health Plan maintained by it (the “Transitioned EmployeesEnterprise Group Health Plan”)) and shall cause each Enterprise Group Health Plan to (i) waive any exclusions, restrictions or limitations with respect to participate in benefit programs which are substantially comparable to those maintained for the benefit of, pre-existing conditions or offered to, similarly situated employees of Parent, as soon as practicable after the Effective Time, waiting periods thereunder to the extent permitted that the same were waived or satisfied by the terms Affected Employees on the end of the Benefits Transition Services Period under an analogous TEPPCO Group Health Plan and (ii) credit any health expenses paid by an Affected Employee or his covered dependents during the year in which the Benefits Transition Services Period ends for purposes of satisfying any applicable deductible, coinsurance and maximum out-of-pocket provisions under such Parent Enterprise Group Health Plan. (c) Enterprise shall take such actions as are necessary to ensure that an Affected Employee’s vacation entitlement accrued under a TEPPCO Plan as of the Closing shall be recognized following the Closing under the vacation policy of Enterprise and its affiliates. (d) Enterprise shall take such actions as are necessary to ensure that the Affected Employees are provided credit for their service prior to the Closing for all purposes (including for purposes of eligibility to participate, vesting and accrual of benefits) under all employee benefit plan plans and vacation policies maintained by Enterprise and its affiliates in which the Affected Employees participate on or any insurance contract or agreement applicable theretoafter the Closing to the same extent such Affected Employees’ service prior to the Closing was recognized under the corresponding plans and vacation policies in which such Affected Employees participated immediately prior to the Closing Date; provided, however, that in the case of pension plans for which the Company maintains a plan offering the same type (as defined in Section 3(2) of benefit, ERISA) such participation need not credit shall be offered by Parent until the corresponding plan of the Company ceases to be available or is terminated after the Effective Time. Parent will recognize employment services of each Transitioned Employee with the Company given only for purposes of vesting and initial eligibility to participate. (e) If within the two-year period commencing on the Closing Date an Affected Employee incurs an “involuntary termination of employment” within the meaning of the Texas Eastern Products Pipeline Company, LLC Transition Severance Plan, as amended and vesting restated effective February 1, 2005 (but the “TEPPCO Severance Plan”), Enterprise shall, within ten days following the termination of employment, pay or cause a subsidiary of Enterprise to pay the Affected Employee in a single sum in cash the benefit he would have been eligible to receive at such time under the terms of the TEPPCO Severance Plan as in effect immediately prior to the Closing. DEFS shall not benefit accrualterminate an Affected Employee without Enterprise’s prior written consent. (f) under any benefit plan With the exception of Parent. Each Transitioned Employee’s years of service with the Company Duke Energy Field Services 401(k) and any of its Subsidiaries Retirement Plan, during the Benefits Transition Services Period, DEFS shall be otherwise recognized for all general employment purposes, including seniority, vacation, personal time and similar general employment purposes; provided, that any vacation time offered by Parent permit the Affected Employees to continue to participate in the calendar year of DEFS Plans in which such Affected Employees participated immediately prior to the Effective Time to any Transitioned Employee shall be offset by any vacation time used by or paid to a Transitioned Employee by the Company Closing (or any of its Subsidiaries in successor thereto) on the calendar year of same basis as provided before the Effective TimeClosing. In addition, Parent will (a) waive DEFS shall also cause all limitations as to preexisting conditions, exclusions, waiting periods and service requirements insurance contracts issued with respect to participation and coverage requirements applicable to Transitioned Employees under such plans, including any group health plan sponsored by Parent, except stop loss issued to the extent such preexisting conditionsEmployer, exclusion, waiting period to be amended to provide for the coverage of (or service requirement had not been satisfied by any such Transitioned Employee as of with respect to) the Effective Time under a group health plan sponsored by Affected Employees during the Company Benefits Transition Services Period. (g) On or any of its Subsidiaries; and (b) provide each Transitioned Employee with credit for any deductible, copayment and out-of-pocket limits applicable to such employees under any such group medical plan sponsored by the Company or any of its Subsidiaries and paid by the Transitioned Employee prior to the Closing Date, DEFS shall cause any Affected Employee who is receiving long-term disability benefits under a long-term disability plan maintained by DEFS to be transferred to the employ of DEFS. (h) Effective Time no later than the close of the Benefits Transition Services Period, Enterprise shall offer, or shall cause one of its affiliates to offer, employment to all Affected Employees who are then employed by DEFS, other than any such employees described in paragraph (g) of this Section. (i) DEFS shall permit any retired TEPPCO GP employee covered by the TEPPCO GP retiree health plan on the Closing to continue such coverage during the calendar year of Benefits Transition Services Period on the Effective Timesame basis as immediately prior to the Closing.

Benefit Plans. Parent (a) The following provisions shall take all reasonable actions necessary to allow eligible employees be applicable in the event BVCC consummates the sale of the Company that will be employees stock of BVAC at approximately the same time as the consummation of the Surviving Corporation Merger. (“Transitioned Employees”), to participate in benefit programs which are substantially comparable to those maintained for the benefit of, or offered to, similarly situated employees of Parent, as i) As soon as administratively practicable after the Effective Time, GLB shall take all reasonable action so that employees of BVCC and its Subsidiaries as well as the former employees of the GLB Group who have continued employment with the Surviving Corporation shall be entitled to participate in each employee benefit plan, program or arrangement of GLB of general applicability (the "GLB Benefit Plans") to the same extent as similarly-situated employees of GLB and its Subsidiaries, it being understood that inclusion of the employees of BVCC and its Subsidiaries in the GLB Benefit Plans may occur at different times with respect to different plans, provided that coverage shall be continued under corresponding Benefit Plans of BVCC and its Subsidiaries until such employees are permitted to participate in the GLB Benefit Plans and provided further, however, that nothing contained herein shall require GLB or any of its Subsidiaries to make any grants to any former employee of BVCC under any discretionary equity compensation plan of GLB. GLB shall cause each GLB Benefit Plan in which employees of BVCC and its Subsidiaries are eligible to participate to recognize, for purposes of determining eligibility to participate in, the vesting of benefits and for all other purposes, but not for accrual of pension benefits, under the GLB Benefit Plans, the service of such employees with BVCC and its Subsidiaries to the same extent as such service was credited for such purpose by BVCC, provided, however, that such service shall not be recognized to the extent that such recognition would result in a duplication of benefits. Except for the commitment to continue those Benefit Plans of BVCC and its Subsidiaries that correspond to GLB Benefit Plans until employees of BVCC and its Subsidiaries are included in such GLB Benefit Plans, nothing herein shall limit the ability of GLB to amend or terminate any of BVCC's Benefit Plans in accordance with and to the extent permitted by the their terms of at any time permitted by such Parent benefit plan or any insurance contract or agreement applicable thereto; provided, however, that in the case of plans for which the Company maintains a plan offering the same type of benefit, such participation need not be offered by Parent until the corresponding plan of the Company ceases to be available or is terminated after terms. (ii) At and following the Effective Time. Parent will recognize employment services , except as otherwise provided to the contrary herein, the Surviving Corporation shall honor and continue to be obligated to perform, in accordance with their terms, all benefit obligations to, and contractual rights of, current and former employees of each Transitioned Employee with the Company for purposes of eligibility BVCC and vesting (but not benefit accrual) under any benefit plan of Parent. Each Transitioned Employee’s years of service with the Company and any of its Subsidiaries shall be otherwise recognized for all general employment purposes, including seniority, vacation, personal time and similar general employment purposes; provided, that any vacation time offered by Parent in the calendar year current and former directors of the Effective Time to any Transitioned Employee shall be offset by any vacation time used by or paid to a Transitioned Employee by the Company or any of BVCC and its Subsidiaries in the calendar year of the Effective Time. In addition, Parent will (a) waive all limitations as to preexisting conditions, exclusions, waiting periods and service requirements with respect to participation and coverage requirements applicable to Transitioned Employees under any group health plan sponsored by Parent, except to the extent such preexisting conditions, exclusion, waiting period or service requirement had not been satisfied by any such Transitioned Employee existing as of the Effective Time Date, as well as all employment, executive severance or "change-in-control" or similar agreements, plans or policies of BVCC that are set forth on Schedule 6.11(a)(ii) of the BVCC Disclosure Schedule. The severance or termination payments that are payable pursuant to such agreements, plans or policies of BVCC are set forth on Schedule 6.11(a)(ii) of the BVCC Disclosure Schedule. Following the consummation of the Merger and for one year thereafter, the Surviving Corporation shall, to the extent not duplicative of other severance benefits, pay employees of BVCC or its Subsidiaries who are terminated for other than cause, severance as set forth on Schedule 6.11(a)(ii) of the GLB Disclosure Schedule. Following the expiration of the foregoing severance policy, any years of service recognized for purposes of this Section 6.11(a)(ii) will be taken into account under a group health plan sponsored by the Company terms of any applicable severance policy of GLB or any of its Subsidiaries; and . (biii) provide each Transitioned Employee with credit for any deductible, copayment and out-of-pocket limits applicable to such employees under any such group medical plan sponsored by the Company or any of its Subsidiaries and paid by the Transitioned Employee Immediately prior to the Effective Time during Time, BVCC shall, at the calendar year written request of GLB, freeze or terminate such of the Effective TimeBVCC Benefit Plans as is requested by GLB. (b) In the event the sale of BVAC is not consummated at approximately the same time as the consummation of the Merger, unless otherwise mutually agreed by BVCC and GLB, the GLB Benefit Plans shall remain in effect for the employees of GLB and its Subsidiaries and the BVCC Benefit Plans shall remain in effect for the employees of BVCC and its Subsidiaries.

Benefit Plans. Parent From the Effective Time until December 31, 1998, Acquiror shall take all reasonable actions necessary cause the Surviving Corporation and its Subsidiaries to allow eligible maintain for employees of the Company that will be employees and its Subsidiaries who as of the Effective Time become employed by the Surviving Corporation or the Acquiror or any of their Subsidiaries (“Transitioned the "Covered Employees”"), (a) salary and bonus opportunities (but explicitly excluding commissions and equity grant opportunities), (b) employee pension benefits in respect of plans intended to participate be qualified under Section 401(a) of the Code, (c) employee welfare benefits and (d) broad-based severance plans (the items covered in benefit programs which are substantially comparable (a) through (d) hereinafter referred to those maintained for the benefit of, or offered to, similarly situated employees of Parent, as soon as practicable after the Effective Time, to the extent permitted by the terms of such Parent benefit plan or any insurance contract or agreement applicable thereto; provided, however"Designated Benefits"), that are no less favorable, in the case of plans for which aggregate, than the Company maintains a plan offering the same type of benefit, Designated Benefits enjoyed by such participation need not be offered by Parent until the corresponding plan of the Company ceases Covered Employees immediately prior to be available or is terminated after the Effective Time. Parent will recognize employment services of each Transitioned Employee with the Company for For purposes of eligibility all employee benefit plans, programs and vesting arrangements maintained or contributed to by the Acquiror and its Subsidiaries (but not benefit accrual) under any benefit plan of Parent. Each Transitioned Employee’s years of including without limitation, the Surviving Corporation), the Acquiror shall, or shall cause its Subsidiaries to, cause each such plan, program or arrangement to treat the prior service with the Company and any of its Subsidiaries shall be otherwise of each Covered Employee (to the same extent such service is recognized for all general employment purposesunder analogous plans, including seniority, vacation, personal time and similar general employment purposes; provided, that any vacation time offered by Parent in the calendar year programs or arrangements of the Effective Time to any Transitioned Employee shall be offset by any vacation time used by or paid to a Transitioned Employee by the Company or any of its Subsidiaries in the calendar year of immediately prior to the Effective Time) as service rendered to the Acquiror or its Subsidiaries, as the case may be, solely for purposes of eligibility to participate and for vesting thereunder. In additionFollowing the Effective Time, Parent will the Acquiror shall cause the Surviving Corporation to cause any and all pre-existing condition limitations (a) waive all limitations as to preexisting conditions, exclusions, waiting periods and service requirements with respect to participation and coverage requirements applicable to Transitioned Employees under any group health plan sponsored by Parent, except to the extent such preexisting conditions, exclusion, limitations did not apply to a pre-existing condition under the Compensation and Benefit Plans) and eligibility waiting period or service requirement had not been satisfied by any such Transitioned Employee as of the Effective Time under a group health plan sponsored by the Company or any of its Subsidiaries; and (b) provide each Transitioned Employee with credit for any deductible, copayment and out-of-pocket limits applicable to such employees periods under any such group medical plan sponsored by the Company or any of its Subsidiaries and paid by the Transitioned Employee health plans to be waived with respect to Covered Employees who, immediately prior to the Effective Time during the calendar year Time, participated in a health plan and their eligible dependents. All discretionary awards and benefits under any employee benefit plans of the Effective TimeAcquiror shall be subject to the discretion of the persons or committee administering such plans. The Acquiror shall honor, pursuant to the terms of the Company Compensation and Benefit Plans Previously Disclosed, and to the extent consistent with applicable law, all employee benefit obligations to current and former employees of the Company under such plans.

Benefit Plans. Parent (a) Prior to the Effective Time, the Company and each Company Subsidiary as the sponsoring employer under those employee welfare benefit plans, employee pension benefit plans, fringe benefit arrangements and all other benefit programs (collectively, the "Company Plans") with respect to which the Company or any of its Subsidiaries is a sponsoring employer immediately prior to the Effective Time, shall take adopt resolutions to cancel and terminate all reasonable actions necessary to allow eligible employees Company Plans except those set forth on Schedule 4.18(a), effective as of the Effective Time so long as vested rights and benefits are not disturbed. Except as set forth on Schedule 4.18(a) or expressly contemplated by a separate agreement entered into by the Company that will and Mahaska on the date hereof, each Company Plan shall be employees cancelled and terminated by the Company or an applicable Company Subsidiary prior to the Effective Time without any liability or obligation of the Surviving Corporation Mahaska or its subsidiaries hereafter. (“Transitioned Employees”), to participate in benefit programs which are substantially comparable to those maintained for the benefit of, b) At or offered to, similarly situated employees of Parent, as soon promptly as practicable after the Effective Time, Mahaska shall provide, or cause an appropriate Mahaska Subsidiary to the extent permitted by the terms of provide, as eligible in accordance with such Parent benefit plan or any insurance contract or agreement applicable thereto; providedplans, however, that in the case of plans for which the Company maintains a plan offering the same type of benefit, such participation need not be offered by Parent until the corresponding plan to each employee of the Company ceases to be available or is terminated after Company, and its wholly-owned Subsidiaries as of the Effective Time. Parent will recognize employment services of Time ("Company Employees") the opportunity to participate in each Transitioned Employee with the Company for purposes of eligibility employee benefit and vesting welfare plan (including but not limited to employee welfare benefit accrualplans, employee pension benefit plans and fringe benefit arrangements) under any benefit plan of Parent. Each Transitioned Employee’s years of maintained by Mahaska or an appropriate Mahaska Subsidiary, whichever is applicable, for similarly-situated employees provided that with respect to such plans maintained by Mahaska or a Mahaska Subsidiary, whichever is applicable, Company Employees shall be given full credit for their service with the Company and any of its Subsidiaries in determining participation in, eligibility for and vesting in benefits thereunder, and only with respect to severance and vacation plans, accrual of benefits; provided further, that except as specifically set forth in Section 4.18(c) hereinbelow Company Employees may be subject to any waiting periods or preexisting condition exclusions under the group health plan of Mahaska or any applicable Mahaska Subsidiary to the extent that such periods are longer or restrictions impose a greater limitation than the periods or limitations imposed under the applicable group health plan of the Company or an applicable Company Subsidiary; and provided further, that to the extent that the initial period of coverage for Company Employees under any plan of Mahaska or a Mahaska Subsidiary, whichever is applicable, that is an employee welfare benefit plan is not a full 12-month period of coverage, Company Employees shall be otherwise recognized given credit under the applicable welfare plan for all general employment purposes, including seniority, vacation, personal time any deductibles and similar general employment purposes; provided, that any vacation time offered co-insurance payments made by Parent such Company Employees under the corresponding welfare plan of the Company or an applicable Company Subsidiary during the balance of such 12-month period of coverage. Nothing in the calendar year preceding sentence shall obligate Mahaska or any Mahaska Subsidiary to provide or cause to be provided any duplicative or equivalent benefits as those provided under any Company Plan that is continued by Mahaska or a Mahaska Subsidiary. Moreover, this subsection 4.18(b) shall not constitute a contract of the Effective Time employment or create any rights of a Company Employee to be retained in employment at Mahaska or any Transitioned Employee shall be offset by any vacation time used by or paid to a Transitioned Employee Mahaska Subsidiary. (c) Any separate agreement entered into by the Company and Mahaska on the date hereof relating to employee or any director benefits is incorporated herein by reference and shall be deemed a part of its Subsidiaries in the calendar year of the Effective Time. In addition, Parent will (a) waive all limitations as to preexisting conditions, exclusions, waiting periods and service requirements with respect to participation and coverage requirements applicable to Transitioned Employees under any group health plan sponsored by Parent, except to the extent such preexisting conditions, exclusion, waiting period or service requirement had not been satisfied by any such Transitioned Employee as of the Effective Time under a group health plan sponsored by the Company or any of its Subsidiaries; and (b) provide each Transitioned Employee with credit for any deductible, copayment and out-of-pocket limits applicable to such employees under any such group medical plan sponsored by the Company or any of its Subsidiaries and paid by the Transitioned Employee prior to the Effective Time during the calendar year of the Effective Timethis Agreement.

Benefit Plans. Parent shall take all reasonable actions necessary to allow eligible employees of the Company that will be employees of the Surviving Corporation (“Transitioned Employees”), to participate in benefit programs which are substantially comparable to those maintained for the benefit of, or offered to, similarly situated employees of Parent, as soon as practicable after the Effective Time, to To the extent permitted by the terms of such Parent benefit plan or any insurance contract or agreement applicable thereto; providedLaw, however, that in the case of plans for which the Company maintains a plan offering the same type of benefit, such participation need not be offered by Parent until the corresponding plan of the Company ceases to be available or is terminated after the Effective Time. Parent Lova will recognize employment services of cause each Transitioned Employee with the Company for purposes of eligibility and vesting (but not benefit accrual) under any benefit plan of Parent. Each Transitioned EmployeeLova or an applicable Lova Subsidiary in which any Continuing Employee participates that is a health or welfare benefit plan (collectively, “Lova’s years of service with the Company and any of its Subsidiaries shall be otherwise recognized for all general employment purposes, including seniority, vacation, personal time and similar general employment purposes; provided, that any vacation time offered by Parent in the calendar year of the Effective Time Benefit Plans”) to any Transitioned Employee shall be offset by any vacation time used by or paid to a Transitioned Employee by the Company or any of its Subsidiaries in the calendar year of the Effective Time. In addition, Parent will (ai) waive all limitations as to preexisting conditions, exclusions, waiting periods exclusions and service requirements conditions with respect to participation and coverage requirements applicable to Transitioned Continuing Employees, other than limitations that were in effect with respect to such Continuing Employees under any group health plan sponsored by Parent, except to the extent such preexisting conditions, exclusion, waiting period or service requirement had not been satisfied by any such Transitioned Employee as of the Effective Time Business Transfer Date under a group health plan sponsored by the Company or corresponding Compensation and Benefit Plan, (ii) honor any payments, charges and expenses of its Subsidiaries; such Continuing Employees (and (btheir eligible dependents) provide each Transitioned Employee with credit for any deductible, copayment that were applied toward the deductible and out-of-pocket limits maximums under the corresponding Compensation and Benefit Plan in satisfying any applicable deductibles, out-of-pocket maximums or co-payments under a corresponding Lova’s Benefit Plan during the same plan year in which such payments, charges and expenses were made, and (iii) with respect to any medical plan, waive any waiting period limitation or evidence of insurability requirement that would otherwise be applicable to a Continuing Employee following the Business Transfer Date to the extent such employees employee had satisfied any similar limitation under the corresponding Compensation and Benefit Plan. Additionally, to the extent that any Continuing Employee has begun a course of treatment with a physician or other service provider who is considered “in network” under a Compensation and Benefit Plan and such group medical plan sponsored by the Company or any course of its Subsidiaries and paid by the Transitioned Employee treatment is not completed prior to the Effective Time during Distribution, Lova will undertake with commercially reasonable diligence to arrange for transition care, whereby such Continuing Employee may complete the calendar year applicable course of treatment with the Effective Timepre-transaction physician or other service provider at “in network” rates.

Benefit Plans. Parent Health and Welfare, Pension and Vacation Pay 9.01 As required by Articles 5 and 6 of this Agreement, the Employer shall take all reasonable actions necessary contribute for welfare, pension, apprenticeship and training, and vacation pay and deduct union working dues. If the Union decides to allow eligible employees revise the above-mentioned benefits, contributions and Union deductions, then the Employer shall deduct accordingly provided that the total remuneration package will remain the same. 9.02 Contributions and/or deductions shall be remitted by the Employer by the 15th day of the Company month following the month in which the hours and/or piece work have been earned together with the supporting information entered on a reporting form as designated by the trustees and at no time shall the contributions and/or deductions be paid directly to the employee. 9.03 In the event that will be employees the Employer fails to remit contributions by the 15th day of the Surviving Corporation month due, the trustees may charge interest at a rate of 3% per month from the due date of any delinquent contributions 15 days in arrears provided the Employer has received (“Transitioned Employees”)5) days prior written notice to correct such a delinquency. 9.04 With reasonable cause, the trustees may request the Employer to submit to them within a stipulated period a certified audited statement of contributions to these funds for a period not to exceed the period from the effective date of this Agreement until the date the audit takes place. Such statements shall reply to the questions submitted to the Employer by the trustees. This procedure does not prejudice any action currently being taken by boards of trustees. 9.05 If the Employer does not submit the certified audited statement as per 9.04, the trustees may appoint an independent chartered accountant to enter upon the Employer’s premises where the payroll records are kept during regular business hours, to participate in benefit programs which are substantially comparable to those maintained for perform an audit of the benefit ofEmployer’s records, or offered to, similarly situated employees of Parent, as soon as practicable after the Effective Time, only with respect to the extent permitted Employer’s contributions to the required employee’s benefit plans or funds. 9.06 Where the trustees appoint an auditor, the cost of the audit shall be borne by the terms of such Parent benefit plan appropriate funds or any insurance contract or agreement applicable thereto; providedplans, however, that in but the case of plans for which the Company maintains a plan offering the same type of benefit, such participation need not be offered by Parent until the corresponding plan cost of the Company ceases audit shall be borne by the Employer if the Employer is found to be available or is terminated after the Effective Time. Parent will recognize employment services of each Transitioned Employee with the Company for purposes of eligibility and vesting (but not benefit accrual) under any benefit plan of Parent. Each Transitioned Employee’s years of service with the Company and any of its Subsidiaries shall be otherwise recognized for all general employment purposes, including seniority, vacation, personal time and similar general employment purposes; provided, that any vacation time offered by Parent in the calendar year deliberate violation of the Effective Time to any Transitioned Employee shall be offset by any vacation time used by or paid to a Transitioned Employee by the Company or any of its Subsidiaries in the calendar year of the Effective TimeCollective Agreement. In addition, Parent will the trustees may assess a penalty not to exceed $25,000.00, if the audit discloses any 9.07 In the event such audit reveals that the Employer has failed to remit contributions in accordance with the provision of the Agreement, the Employer shall, within five (a5) waive days of receipt of written notice from the trustees, remit all limitations outstanding contributions plus any penalties along with complete supporting contributions report forms as to preexisting conditions, exclusions, waiting periods and service requirements with respect to participation and coverage requirements applicable to Transitioned Employees under any group health plan sponsored required by Parent, except the fund or plan. 9.08 Notice of delinquency shall be given by the trustees to the extent such preexisting conditions, exclusion, waiting period or service requirement had not been satisfied by any such Transitioned Employee as of parties affected. When an Employer fails to remit delinquent contributions in accordance with 9.03 the Effective Time under a group health plan sponsored by affected party shall immediately institute proceedings against the Company or any of its Subsidiaries; and (b) provide each Transitioned Employee with credit for any deductible, copayment and out-of-pocket limits applicable to such employees under any such group medical plan sponsored by the Company or any of its Subsidiaries and paid by the Transitioned Employee prior to the Effective Time during the calendar year of the Effective Timedelinquent Employer.

Benefit Plans. (a) Effective as of the Closing, Parent shall take provide that all reasonable actions necessary to allow eligible retained employees of the Company that will be employees of the Surviving Corporation (“Transitioned Employees”)IPC and its subsidiaries, who are not subject to collective bargaining agreements, shall participate in IPC's existing employee benefit plans through December 31, 2000, and thereafter, either shall continue to participate in any or all of such plans or, at the option of the Parent, shall participate in Parent's benefit programs which plans (other than those plans that are substantially comparable to those maintained for the benefit of, or offered to, subject of collective bargaining) on a basis no less favorable in the aggregate than similarly situated employees of ParentParent and its subsidiaries and, as soon as practicable after with respect to employees who are the Effective Timesubject of collective bargaining agreements, to all benefits and other terms and conditions of employment shall be provided in accordance with the extent permitted by the terms of such Parent benefit plan or any insurance contract or agreement applicable theretocollective bargaining agreement; provided, however, that in the case of plans for which the Company maintains a plan offering the same type of benefit, such participation need not be offered by Parent until the corresponding plan of the Company ceases to be available or is terminated after the Effective Time. Parent will recognize employment services of each Transitioned Employee with the Company for purposes of eligibility and vesting (but not the foregoing, no Stock Plan or other plan, program or arrangement related to the stock of IPC or its subsidiaries shall be considered nor shall Parent or any affiliate thereof have any obligation to issue or provide any benefits related to the stock of IPC or its subsidiaries, other than as provided in Section 2.03. In the event that any employee of IPC or its affiliates is transferred to Parent or any affiliate of Parent or becomes a participant in an employee benefit accrual) plan, program or arrangement maintained by or contributed to by the Surviving Corporations or their affiliates, Parent shall cause such plan, program or arrangement to treat the prior service of such employee with IPC or its affiliates, to the extent such prior service is recognized under the comparable plan, program or arrangement of IPC, as service rendered to the Surviving Corporations or their affiliates, as the case may be; provided, however, that Parent may cause a reduction of benefits under any benefit plan such plans, programs or arrangements to the extent necessary to avoid duplication of Parent. Each Transitioned Employee’s benefits with respect to the same covered years of service and with the Company and respect to any defined benefit pension plan of its Subsidiaries Parent or any affiliate of Parent, no such prior service shall be otherwise recognized for all general employment purposes, including seniority, vacation, personal time any purposes other than eligibility to participate or vesting of benefits. (b) To the extent that retained employees of IPC and similar general employment purposes; provided, that any vacation time offered its subsidiaries become eligible to participate in plans sponsored by Parent in the calendar year of the Effective Time to any Transitioned Employee shall be offset by any vacation time used by or paid to a Transitioned Employee by the Company or any of and its Subsidiaries in the calendar year of the Effective Time. In additionsubsidiaries (other than Companies' benefit plans), Parent will shall (ai) waive all limitations as to preexisting conditions, exclusions, condition exclusions and waiting periods and service requirements with respect to participation and coverage requirements applicable to Transitioned Employees such employees and their respective dependents under any group health plan sponsored by Parentwelfare benefit plans that such employees and dependents may be eligible to participate in, except effective on or after the Closing Date, but only to the extent that such preexisting conditions, exclusion, exclusions and waiting period periods were inapplicable or service requirement had not been satisfied by any such Transitioned Employee as under the analogous benefit plan of the Effective Time under a group health plan sponsored by the Company or any of its Subsidiaries; Companies and (bii) provide each Transitioned Employee such employee or dependent with credit for any deductibleco-payments and deductibles paid prior to the Closing Date in respect of the plan year in progress at the time such participation begins in satisfying any applicable co-payment, copayment and deductible or out-of-pocket limits applicable to requirement under any analogous welfare plans that such employees or dependents are eligible to participate in on or after the Closing Date, but only to the extent such co-payment, deductible or out-of-pocket requirements would be deemed satisfied under the analogous benefit plan of the Companies. (c) Parent shall cause the Surviving Corporations to honor, in accordance with their terms as in effect on the date hereof, any such group medical plan sponsored by the individual employment, change in control, severance, retirement or termination agreement between a Company or any subsidiary thereof, on the one hand, and any current or former officer, director or employee of its Subsidiaries such Company or subsidiary, on the other hand that has been made available to Parent and paid is listed in Section 5.06(c) of the Disclosure Schedule. As soon as practicable following the Closing, Parent will cause to be issued to the officers or employees of IPC and IXnet options to purchase Parent Common Stock as set forth in Section 5.06(c) of the Disclosure Schedule. (d) Parent agrees that subject to the Option Limitation Agreement and the amendments to the Stock Plans referred to in Section 2.04(a) hereof, the approval of this Merger Agreement by the Transitioned Employee prior to Stockholders of IPC and IXnet shall constitute a "Change of Control" within the Effective Time during the calendar year meaning of the Effective Time.Stock Plans, the IXnet Stock Option Certificate for Executives, and the Employment Agreement dated July 1, 1999 between Geraxx Xxxxx xxx International Exchange Networks, Ltd.

Benefit Plans. Parent shall take all reasonable actions necessary to allow eligible employees (i) Schedule 3.1(y)(i) of the Company that will be employees Avion Disclosure Letter contains a true and complete list of the Surviving Corporation (“Transitioned Employees”)all material Avion Benefit Plans. Complete copies of all material Avion Benefit Plans including, to participate in benefit programs which are substantially comparable to those maintained for the benefit of, or offered but not limited to, similarly situated employees of Parentany material trust instruments, as soon as practicable after the Effective Time, insurance contracts and all amendments thereto have been provided to the extent permitted by the terms of such Parent benefit plan or any insurance contract or agreement applicable thereto; provided, however, that in the case of plans for which the Company maintains a plan offering the same type of benefit, such participation need not be offered by Parent until the corresponding plan of the Company ceases to be available or is terminated after the Effective Time. Parent will recognize employment services of each Transitioned Employee with the Company for purposes of eligibility Endeavour. (ii) Avion and vesting (but not benefit accrual) under any benefit plan of Parent. Each Transitioned Employee’s years of service with the Company and any of its Subsidiaries shall be otherwise recognized have no material liability for all general employment purposeslife, including seniorityhealth, vacationmedical or other welfare benefits to former employees or beneficiaries or dependents thereof, personal time and similar general employment purposes; provided, that any vacation time offered there has been no communication to employees by Parent in the calendar year of the Effective Time to any Transitioned Employee shall be offset by any vacation time used by or paid to a Transitioned Employee by the Company Avion or any of its Subsidiaries which could reasonably be interpreted to promise or guarantee such employees retiree health or life insurance or other retiree death benefits on a permanent basis. (iii) No Avion Benefit Plan is a “registered pension plan” as such term is defined in the calendar year of the Effective Time. In additionTax Act. (iv) Each Avion Benefit Plan has been operated in accordance with its terms and any contributions required to be made under each Avion Benefit Plan, Parent will (a) waive all limitations as to preexisting conditions, exclusions, waiting periods and service requirements with respect to participation and coverage requirements applicable to Transitioned Employees under any group health plan sponsored by Parent, except to the extent such preexisting conditions, exclusion, waiting period or service requirement had not been satisfied by any such Transitioned Employee as of the Effective Time under a group health plan sponsored date hereof, have been timely made and all obligations in respect of each Avion Benefit Plan have been properly accrued and reflected in the audited consolidated financial statements for Avion as at and for the fiscal year ended on December 31, 2011, including the notes thereto and the report by the Company Avion’s auditors thereon. (v) There has been no amendment to, announcement by Avion or any of its Subsidiaries; and the Avion Material Subsidiaries relating to, or change in employee participation or coverage under, any Avion Benefit Plan which would increase materially the expense of maintaining such plan above the level of the expense incurred therefor for the most recent fiscal year. Neither the execution of this Agreement, nor the consummation of the Arrangement will: (bi) provide each Transitioned Employee with credit for entitle any deductible, copayment and out-of-pocket limits applicable to such employees under any such group medical plan sponsored by the Company of Avion or any of its Subsidiaries and paid by to severance pay or any increase in severance pay upon any termination of employment after the Transitioned Employee prior to date hereof; (ii) accelerate the Effective Time during time of payment or vesting or result in any payment or funding (through a grantor trust or otherwise) of compensation or benefits under, increase the calendar year amount payable or result in any other material obligation pursuant to, any of the Effective TimeAvion Benefit Plans; or (iii) limit or restrict the right of Avion or, after the consummation of the Arrangement, Endeavour to merge, amend or terminate any of the Avion Benefit Plans.

Benefit Plans. Parent (a) First Place shall take all reasonable actions necessary to allow eligible employees of the Company action so that will be employees of the Surviving Corporation (“Transitioned Employees”), to participate in benefit programs which are substantially comparable to those maintained for the benefit of, either contemporaneous with or offered to, similarly situated employees of Parent, as soon as administratively practicable after the Effective Time, to the extent permitted by the terms employees of such Parent benefit plan Camco or any insurance contract or agreement applicable thereto; provided, however, that in the case of plans for which the Company maintains a plan offering the same type of benefit, such participation need not be offered by Parent until the corresponding plan of the Company ceases to be available or is terminated after the Effective Time. Parent will recognize employment services of each Transitioned Employee with the Company for purposes of eligibility and vesting (but not benefit accrual) under any benefit plan of Parent. Each Transitioned Employee’s years of service with the Company and any of its Subsidiaries who become employees of First Place or its Subsidiaries shall be otherwise recognized entitled (i) to participate in each employee benefit plan, program or arrangement of First Place of general applicability (“First Place Plans”) to the extent a similarly situated employee of First Place or its Subsidiaries participates in such First Place Plans as of such date, and (ii) to full credit for all general their years of employment purposesby Camco or its Subsidiaries (or any of their respective predecessors if previously credited by Camco or any of its Subsidiaries) up to the Effective Time for purposes of any eligibility or vesting requirements under the First Place Plans to be provided as described in Section 6.11(a)(i). Nothing herein shall limit the ability of First Place to amend or terminate any of Camco’s Benefit Plans in accordance with their terms at any time. (b) At and following the Effective Time, including seniorityFirst Place shall honor, vacationand First Place shall continue to be obligated to perform, personal time in accordance with their terms, contractual rights of, current and similar general employment purposes; provided, that any vacation time offered by Parent in the calendar year former employees of Camco and its Subsidiaries existing as of the Effective Time Time, as well as any severance employment or “change-in-control” agreements of Camco or any of its Subsidiaries that are set forth on Schedule 3.16 of the Camco Disclosure Schedules, subject in each case as the same may be modified or terminated with respect to any Transitioned Employee shall be offset by any vacation time used by or paid to a Transitioned Employee by the Company certain executive officers of Camco or any of its Subsidiaries in accordance with the calendar applicable terms thereof. The severance or termination payments which are payable pursuant to such agreements, plans or policies of Camco and Camco Bank (which have been quantified in reasonable detail as of the date hereof) are set forth in Schedule 6.11(b) of the Camco Disclosure Schedules provided that such payments shall be subject to the limitations under Sections 280(G) and provided further, that first Place shall not be liable for any taxes or penalties related to any excess parachute payments under Section 280G of the Code. The payment of any such payments shall comply with Section 409A of the Code, to the extent applicable. (c) In the event of any termination or consolidation of any Camco health plan with any health plan of First Place or any of its Subsidiaries, First Place shall make available to employees of Camco or its Subsidiaries who continue employment with First Place or its Subsidiaries (“Continuing Employees”) and their dependents employer-provided health coverage on the same basis as it provides such coverage to First Place employees. Unless a Continuing Employee affirmatively terminates coverage under a Camco health plan prior to the time that such Continuing Employee becomes eligible to participate in the First Place health plan, no coverage of any of the Continuing Employees or their dependents shall terminate under any of the Camco health plans prior to the time such Continuing Employees and their dependents become eligible to participate in the health plans, programs and benefits common to all employees of First Place and their dependents. In the event of a termination of any Camco health plan, or consolidation of any Camco health plan with any First Place health plan, any coverage limitation under the First Place health plan due to any pre-existing condition shall be waived by the First Place health plan to the degree that such condition was covered by the Camco health plan and such condition would otherwise have been covered by the First Place health plan in the absence of such coverage limitation. First Place shall assume full responsibility for providing COBRA continuation coverage to current and former employees of Camco and its Subsidiaries who are M&A Qualified Beneficiaries as the term is defined in Treas. Reg. §§ 54.4980B-1 – B-10. (d) Those employees of Camco or its Subsidiaries (other than employees who are otherwise parties to an employment agreement, change in control agreement or severance agreement with Camco or a Subsidiary under which severance payments would be due upon termination and not including temporary and/or co-operative employees) who are (i) terminated at the Effective Time; (ii) identified by First Place for inclusion in a force reduction as a result of the pending Merger and who sign and deliver a termination and release agreement in the form acceptable to First Place or (iii) continue as an employee of First Place or its Subsidiaries at the Effective Time, but are terminated within one year of the Effective Time, shall be entitled to out placement services provided by First Place and severance pay equal to two weeks of pay for each full year of service, subject to a minimum payment of four weeks and a maximum payment of 30 weeks. In addition, Parent Such payments will (a) waive all limitations as to preexisting conditions, exclusions, waiting periods and service requirements with respect to participation and coverage requirements applicable to Transitioned Employees under any group health plan sponsored be made by Parent, except to First Place within 30 days after the extent such preexisting conditions, exclusion, waiting period or service requirement had not been satisfied by any such Transitioned Employee as later of the Effective Time under a group health plan sponsored by or the Company date the release becomes effective or any the negotiated date of its Subsidiaries; and (b) provide each Transitioned Employee with credit for any deductible, copayment and out-of-pocket limits applicable to such employees under any such group medical plan sponsored by the Company or any of its Subsidiaries and paid by the Transitioned Employee prior to termination after the Effective Time during the calendar year and shall be made in compliance with Section 409A of the Code. Severance will be based on length of service to Camco or its Subsidiaries. If any corporation employing the employee also has a severance pay plan, any amounts paid pursuant to that plan shall reduce the amount that the employee will receive under this Section 6.11(d) and in no event shall there be any duplication of severance pay. Nothing contained in this Section 6.11(d) hereof shall be construed or interpreted to limit or modify in any way First Place’s at-will employment policy. In no event shall severance pay be taken into account in determining the amount of any other benefit (including but not limited to, an individual’s benefit under any pension plan). If, by reason of the controlling plan document, controlling law or otherwise, severance pay is taken into account in determining any other benefit, the severance pay otherwise payable shall be reduced by the present value of the additional benefit determined under other benefit plans attributable to the severance pay period to the extent permitted under Section 409A of the Code. (e) Following the Effective TimeDate and subject to Section 6.11(a), First Place shall review the Camco 401(k) Plan to determine whether to maintain, terminate, freeze or continue such plan. In the event that First Place elects to terminate or freeze the Camco 401(k) Plan following the Effective Date, Continuing Employees who were eligible for participation in the Camco 401(k) Plan will become immediately eligible to participate in the First Place 401(k) Plan, including for purposes of making elective deferrals, so that such Continuing Employees have no gap in participation in a 401(k) Plan. If necessary, First Place shall take such action as deemed necessary to amend the First Place 401(k) Plan to ensure immediate participation. (f) Following the Effective Date, First Place shall promptly take all steps necessary to assume the Camco Option Plans and shall reserve sufficient shares of First Place Common Stock for issuance pursuant to the exercise of Camco Options outstanding under such Camco Option Plans, as such Camco Options may be adjusted pursuant to Section 2.8. Further, First Place shall take all steps necessary to register with the SEC the shares of First Place Common Stock to be issued upon the exercise of Camco Options, including, without limitation, the filing of a Registration Statement(s) on Form S-8 or other appropriate registration statement.

Benefit Plans. Parent (a) As soon as administratively practicable after the Effective Time, FNB shall take all reasonable actions necessary to allow eligible action so that employees of ANNB and the Company that will ANNB Subsidiaries shall be employees of the Surviving Corporation (“Transitioned Employees”), entitled to participate in each FNB Benefit Plan of general applicability with the exception of FNB’s defined benefit programs which are substantially comparable pension plan and any other plan frozen to those maintained for new participants (collectively, the benefit of, or offered to, similarly “FNB Eligible Plans”) to the same extent as similarly-situated employees of ParentFNB and its Subsidiaries, it being understood that inclusion of the employees of ANNB and the ANNB Subsidiaries in the FNB Eligible Plans may occur at different times with respect to different plans, provided that coverage shall be continued under corresponding ANNB Benefit Plans until such employees are permitted to participate in the FNB Eligible Plans and provided further, however, that nothing contained in this Agreement shall require FNB or any of its Subsidiaries to make any grants to any former employee of ANNB under any discretionary equity compensation plan of FNB or to provide the same level of (or any) employer contributions or other benefit subsidies as ANNB or the ANNB Subsidiaries. FNB shall cause each FNB Eligible Plan in which employees of ANNB and the ANNB Subsidiaries are eligible to participate to recognize, for purposes of determining eligibility to participate in, and vesting of, benefits under the FNB Eligible Plans, the service of such employees with ANNB and the ANNB Subsidiaries to the same extent as such service was credited for such purpose by ANNB or the ANNB Subsidiaries, provided, however, that such service shall not be recognized to the extent that such recognition would result in a duplication of benefits. Except for the commitment to continue those ANNB Benefit Plans that correspond to FNB Eligible Plans until employees of ANNB and the ANNB Subsidiaries are included in such FNB Eligible Plans, nothing in this Agreement shall limit the ability of FNB to amend or terminate any of the ANNB Benefit Plans in accordance with and to the extent permitted by their terms at any time permitted by such terms. (b) At the Effective Time, FNB shall make the payments as set forth on Schedule 6.6(b)(1) to each employee identified therein unless such individual employee (i) is offered a position upon or prior to Closing and (ii) has accepted such position upon or prior to Closing. Following the consummation of the Merger and for one year thereafter, FNB shall, to the extent not duplicative of other severance benefits, pay employees of ANNB or its Subsidiaries whose employment is terminated by FNB for reasons other than cause, the amounts specified in Schedule 6.6(b)(2). (c) With respect to the individuals set forth in Schedule 6.6(c) who are entitled to benefits under the Supplemental Executive Retirement Plans (“SERPs”) and the Life Insurance Endorsement Method Split Dollar Plan Agreements (“Split Dollar Agreements”) identified as such on Schedule 6.6(c), FNB will work in good faith with ANNB to honor, assume and discharge in a manner consistent with applicable law ANNB’s payment obligations to such individuals under such SERPs and Split Dollar Agreements. (d) At such time as employees of ANNB and the ANNB Subsidiaries become eligible to participate in a medical, dental or health plan of FNB or its Subsidiaries, FNB shall, to the extent reasonably practicable and available from its insurers, cause each such plan to (i) waive any preexisting condition limitations to the extent such conditions are covered under the applicable medical, health or dental plans of FNB and (ii) waive any waiting period limitation or evidence of insurability requirement that would otherwise be applicable to such employee or dependent on or after the Effective Time to the extent such employee or dependent had satisfied any similar limitation or requirement under an analogous ANNB Benefit Plan prior to the Effective Time. (e) ANNB shall adopt such Board resolutions and take such other action as FNB may reasonably request to cause the BankAnnapolis 401(k) Plan (the “Plan”) to be terminated immediately prior to the Effective Time (the “Plan Termination Date”) and the accounts of all participants and beneficiaries in the Plan as of the Plan Termination Date to become fully vested as of the Plan Termination Date. As soon as practicable after the Effective Time, FNB shall file or cause to be filed all necessary documents with the IRS for a determination letter that the termination of the Plan as of the Plan Termination Date will not adversely affect the Plan’s qualified status. FNB shall use its reasonable best efforts to obtain such favorable determination letter; including, but not limited to, adopting such amendments to the Plan as may be requested by the IRS as a condition to its issuance of a favorable determination letter. As soon as practicable following the receipt of a favorable determination letter from the IRS regarding the qualified status of the Plan upon its termination, the account balances in the Plan shall be distributed to participants and beneficiaries or transferred to an eligible tax-qualified retirement plan or individual retirement account as a participant or beneficiary may direct. FNB agrees, to the extent permitted by the terms Applicable Law, to permit Plan participants who become employees of such Parent benefit plan or any insurance contract or agreement applicable thereto; provided, however, that FNB and its Subsidiaries to roll over their account balances in the case of plans for which Plan and loans from the Company maintains a plan offering the same type of benefit, such participation need not be offered by Parent until the corresponding plan of the Company ceases to be available or is terminated after the Effective Time. Parent will recognize employment services of each Transitioned Employee with the Company for purposes of eligibility and vesting (but not benefit accrual) under any benefit plan of Parent. Each Transitioned Employee’s years of service with the Company and any of its Subsidiaries shall be otherwise recognized for all general employment purposes, including seniority, vacation, personal time and similar general employment purposes; provided, that any vacation time offered by Parent in the calendar year of the Effective Time to any Transitioned Employee shall be offset by any vacation time used by or paid to a Transitioned Employee by the Company or any of its Subsidiaries in the calendar year of the Effective Time. In addition, Parent will (a) waive all limitations as to preexisting conditions, exclusions, waiting periods and service requirements with respect to participation and coverage requirements applicable to Transitioned Employees under any group health plan sponsored by Parent, except Plan to the extent such preexisting conditions, exclusion, waiting period or service requirement had not been satisfied by any such Transitioned Employee as of the Effective Time under a group health plan sponsored by the Company or any of its Subsidiaries; and FNB 401(k) Plan. (bf) provide each Transitioned Employee with credit for any deductible, copayment and out-of-pocket limits applicable to such employees under any such group medical plan sponsored by the Company or any of its Subsidiaries and paid by the Transitioned Employee Immediately prior to the Effective Time during Time, ANNB shall, at the calendar year written request of FNB, freeze or terminate each ANNB Benefit Plan as is requested by FNB, provided that such request is consistent with FNB’s obligations under Section 6.6(a). (g) In order to assist with a smooth transition of the Effective Timeoperations of ANNB and the ANNB Subsidiaries and the transactions which this Agreement contemplates, on the Closing Date, FNB shall enter into an employment or similar agreement with Xxxxxxx X. Xxxxxx (the “Executive”) in substantially the form attached to Schedule 6.6(g). (h) For the purpose of providing retention bonuses for certain employees of ANNB and the ANNB Subsidiaries, FNB shall make available the retention pool specified on Schedule 6.6(h) (the “Retention Pool”). Such Retention Pool shall be payable in the manner specified in Schedule 6.6(h).

Benefit Plans. Parent Mergeparty shall take all reasonable actions such action as may be necessary to allow eligible employees of the Company so that will be employees of the Surviving Corporation (“Transitioned Employees”), to participate in benefit programs which are substantially comparable to those maintained for the benefit of, or offered to, similarly situated employees of Parent, as soon as practicable on and after the Effective TimeTime and for one (1) year thereafter, to the extent permitted by the terms officers and employees of such Parent benefit plan or any insurance contract or agreement applicable thereto; providedAmerican and its Subsidiaries (other than Tower Employees) shall be provided employee benefits, however, that plans and programs (excluding equity incentive arrangements) which are no less favorable in the case of aggregate than those generally available pursuant to those employee benefit plans and programs in effect for which the Company maintains a plan offering the same type of benefit, such participation need not be offered by Parent until the corresponding plan of the Company ceases officers and employees immediately prior to be available or is terminated after the Effective Time; it being understood that Mergeparty shall determine the types and levels of specific benefits to be so provided. Parent will recognize employment services of each Transitioned Employee with the Company for For purposes of eligibility to participate and vesting in all benefits provided to officers and employees of American and its Subsidiaries (but not benefit accrual) under any benefit plan other than Tower Employees), such officers and employees of Parent. Each Transitioned Employee’s American and its Subsidiaries will be credited with their years of service with the Company American and any of its Subsidiaries shall be otherwise recognized for all general employment purposes, including seniority, vacation, personal time and similar general employment purposes; provided, that any vacation time offered by Parent in the calendar year of the Effective Time to any Transitioned Employee shall be offset by any vacation time used by or paid to a Transitioned Employee by the Company or any of its Subsidiaries in the calendar year of the Effective Time. In addition, Parent will (a) waive all limitations as to preexisting conditions, exclusions, waiting periods and service requirements with respect to participation and coverage requirements applicable to Transitioned Employees under any group health plan sponsored by Parent, except prior employers to the extent such preexisting conditions, exclusion, waiting period or service requirement had not been satisfied by any such Transitioned Employee with American and its Subsidiaries and prior employers is taken into account under the applicable plans of American and its Subsidiaries as in effect as of the Effective Time under a group date of the Original Merger Agreement. Upon termination of any health plan sponsored by the Company of American or any of its Subsidiaries; , individuals who were officers or employees of American or its Subsidiaries at the Effective Time (other than Tower Employees) shall if employed by Mergeparty or its Subsidiaries become eligible to participate in such health plans as may be established or maintained by Mergeparty or its Subsidiaries to the extent that such individuals were eligible to participate in the applicable health plan of American or its Subsidiaries immediately prior to the Effective Time. Amounts paid during the calendar year in which the Effective Time occurs, but before the Effective Time, by officers and employees of American and its Subsidiaries (bother than Tower Employees) provide each Transitioned Employee with credit for under any deductible, copayment health plans of American shall after the Effective Time be taken into account in applying deductible and out-of-pocket limits applicable under the health plans of Mergeparty or its Subsidiaries provided during such calendar year to the same extent as if such employees amounts had been paid under any such group medical plan sponsored by the Company health plans of Mergeparty or any of its Subsidiaries and paid by Mergeparty shall cause to be waived under its health plans any pre-existing conditions as of the Transitioned Employee prior date of termination of the American health plan and eligibility to participate in such health plan to the Effective Time during extent such conditions would be waived under the calendar year applicable plans of American and its Subsidiaries as in effect on the date of the Effective TimeOriginal Merger Agreement. Nothing in this Agreement shall be construed as granting to any employee of American or its Subsidiaries any rights of continuing employment.

Benefit Plans. Parent Mergeparty shall take all reasonable actions such action as may be necessary to allow eligible employees of the Company so that will be employees of the Surviving Corporation (“Transitioned Employees”), to participate in benefit programs which are substantially comparable to those maintained for the benefit of, or offered to, similarly situated employees of Parent, as soon as practicable on and after the Effective TimeTime and for one (1) year thereafter, to the extent permitted by the terms officers and employees of such Parent benefit plan or any insurance contract or agreement applicable thereto; providedAmerican and its Subsidiaries (other than Tower Employees) shall be provided employee benefits, however, that plans and programs (excluding equity incentive arrangements) which are no less favorable in the case of aggregate than those generally available to those employee benefit plans and programs in effect for which the Company maintains a plan offering the same type of benefit, such participation need not be offered by Parent until the corresponding plan of the Company ceases officers and employees immediately prior to be available or is terminated after the Effective Time; it being understood that Mergeparty shall determine the types and levels of specific benefits to be so provided. Parent will recognize employment services of each Transitioned Employee with the Company for For purposes of eligibility to participate and vesting in all benefits provided to directors, officers and employees of American and its Subsidiaries (but not benefit accrual) under any benefit plan other than Tower Employees), such directors, officers and employees of Parent. Each Transitioned Employee’s American and its Subsidiaries will be credited with their years of service with the Company American and any of its Subsidiaries shall be otherwise recognized for all general employment purposes, including seniority, vacation, personal time and similar general employment purposes; provided, that any vacation time offered by Parent in the calendar year of the Effective Time to any Transitioned Employee shall be offset by any vacation time used by or paid to a Transitioned Employee by the Company or any of its Subsidiaries in the calendar year of the Effective Time. In addition, Parent will (a) waive all limitations as to preexisting conditions, exclusions, waiting periods and service requirements with respect to participation and coverage requirements applicable to Transitioned Employees under any group health plan sponsored by Parent, except prior employers to the extent such preexisting conditions, exclusion, waiting period or service requirement had not been satisfied by any such Transitioned Employee with American and its Subsidiaries and prior employers is taken into account under the applicable plans of American and its Subsidiaries as in effect as of the Effective Time under a group date hereof. Upon termination of any health plan sponsored by the Company of American or any of its Subsidiaries; , individuals who were directors, officers or employees of American or its Subsidiaries at the Effective Time (other than Tower Employees) shall if employed by Mergeparty or its Subsidiaries become eligible to participate in such health plans as may be established or maintained by Mergeparty or its Subsidiaries to the extent that such individuals were eligible to participate in the applicable health plan of American or its Subsidiaries immediately prior to the Effective Time. Amounts paid during the calendar year in which the Effective Time occurs, but before the Effective Time, by directors, officers and employees of American and its Subsidiaries (bother than Tower Employees) provide each Transitioned Employee with credit for under any deductible, copayment health plans of American shall after the Effective Time be taken into account in applying deductible and out-of-pocket limits applicable under the health plans of Mergeparty or its Subsidiaries provided during such calendar year to the same extent as if such employees amounts had been paid under any such group medical plan sponsored by the Company health plans of Mergeparty or any of its Subsidiaries and paid by Mergeparty shall cause to be waived under its health plans any pre-existing conditions as of the Transitioned Employee prior date of termination of the American health plan and eligibility to participate in such health plan to the Effective Time during extent such conditions would be waived under the calendar year applicable plans of American and its Subsidiaries as in effect on the Effective Timedate hereof. Nothing in this Agreement shall be construed as granting to any employee of American or its Subsidiaries any rights of continuing employment.

Benefit Plans. Parent 12.1.1 Prior to the Effective Time, PC Bancorp and/or PCB shall take all reasonable actions action necessary to allow eligible terminate, or to commence termination, of any and all 401(k) Plans PC Bancorp and/or PCB maintain and any other PC Bancorp Compensation and Benefit Plan that PC Bancorp and/or PCB may specify. Prior to the Effective Time, PC Bancorp and/or PCB shall take all action necessary to fully vest participants in their account balances under any and all 401(k) Plans PC Bancorp and/or PCB maintain. 12.1.2 PC Bancorp and PCB agree that as of and following the Effective Time, the employees of the Company that will be employees PC Bancorp and/or PCB as of the Surviving Corporation Effective Time who continue to be employed by CU Bancorp and/or CUB after the Effective Time or who are offered and who accept employment with CU Bancorp and/or CUB (collectively, the “Transitioned Former Premier Commercial Employees”), ) shall be eligible to participate in CU Bancorp’s or CUB’s employee benefit programs plans in which are substantially comparable to those maintained for the benefit of, or offered to, similarly situated employees of Parent, as soon as practicable after the Effective TimeCU Bancorp or CUB participate, to the same extent permitted as such similarly situated employees of CU Bancorp or CUB participate. 12.1.3 With respect to each employee benefit plan, program, policy or arrangement maintained by CU Bancorp or CUB for the terms benefit of current employees of CU Bancorp or CUB (each such Parent plan, program, policy or arrangement, a “CUB Plan”), CU Bancorp and CUB agrees that for purposes of determining eligibility to participate, vesting and benefits (other than benefit plan accruals under any defined benefit pension plan), service with PC Bancorp and/or PCB shall be treated as service with CU Bancorp or any insurance contract or agreement applicable theretowith CUB; provided, however, that in the case of plans for which the Company maintains a plan offering the same type of benefit, such participation need service shall not be offered recognized to the extent that such recognition would result in a duplication of benefits. To the extent permitted by Parent until any insurer of an CUB Plan, CUB shall cause such CUB Plan to waive (i) any pre-existing condition restriction that did not apply under the corresponding plan terms of the Company ceases any analogous CUB Compensation and Benefit Plan immediately prior to be available or is terminated after the Effective Time. Parent will recognize employment services Time and (ii) any waiting period limitation or evidence of each Transitioned insurability requirement which would otherwise be applicable to a Former Premier Commercial Employee with the Company for purposes of eligibility and vesting (but not benefit accrual) under any benefit plan of Parent. Each Transitioned Employee’s years of service with the Company and any of its Subsidiaries shall be otherwise recognized for all general employment purposes, including seniority, vacation, personal time and similar general employment purposes; provided, that any vacation time offered by Parent in the calendar year of on or after the Effective Time to any Transitioned Employee shall be offset by any vacation time used by or paid to a Transitioned Employee by the Company or any of its Subsidiaries in the calendar year of the Effective Time. In addition, Parent will (a) waive all limitations as to preexisting conditions, exclusions, waiting periods and service requirements with respect to participation and coverage requirements applicable to Transitioned Employees under any group health plan sponsored by Parent, except to the extent such preexisting conditions, exclusion, waiting period Former Premier Commercial Employee had satisfied any similar limitation or service requirement had not been satisfied by any such Transitioned Employee as of under an analogous CUB Compensation and Benefit Plan prior to the Effective Time under a group health plan sponsored by the Company or any for purposes of its Subsidiaries; and (b) provide each Transitioned Employee with credit for any deductibleapplying deductibles, copayment co-payments and out-of-pocket limits applicable to maximums as though such employees under any such group medical plan sponsored by amounts had been paid in accordance with the Company or any of its Subsidiaries terms and paid by the Transitioned Employee prior to the Effective Time during the calendar year conditions of the Effective TimeCUB Plan; provided, however, if any Former Premier Commercial Employee is denied or delayed coverage CUB shall pay for such Former Premier Commercial Employee’s COBRA coverage.

Benefit Plans. Parent shall take all reasonable actions necessary to allow eligible employees of the Company that will be employees of the Surviving Corporation (“Transitioned Employees”), to participate in benefit programs which are substantially comparable to those maintained for the benefit of, or offered to, similarly situated employees of Parent, as a) As soon as administratively practicable after the Effective Time, to the extent permitted by the terms of such Parent benefit plan or any insurance contract or agreement applicable thereto; provided, however, shall take all reasonable action so that in the case of plans for which the Company maintains a plan offering the same type of benefit, such participation need not be offered by Parent until the corresponding plan employees of the Company ceases and its Subsidiaries shall be entitled to be available participate in each employee benefit plan, program or is terminated after arrangement of Parent of general applicability (the Effective Time. "Parent will recognize employment services Benefits Plans") to the same extent as similarly-situated employees of each Transitioned Employee with Parent and its Subsidiaries (it being understood that inclusion of the employees of the Company and its Subsidiaries in the Parent Benefits Plans may occur at different times with respect to different plans.) Parent shall cause each Parent Benefits Plan in which employees of the Company and its Subsidiaries are eligible to participate to take into account for purposes of eligibility and vesting (but not benefit accrual) under any benefit plan thereunder the service of Parent. Each Transitioned Employee’s years of service such employees with the Company and its Subsidiaries to the same extent as such service was credited for such purpose by the Company. Nothing herein shall limit the ability of Parent to amend or terminate any of the Company's Benefits Plans in accordance with their terms at any time. (b) At and following the Effective Time, Parent shall honor, and the Surviving Corporation shall continue to be obligated to perform, in accordance with their terms, all benefit obligations to, and contractual rights of, current and former employees of the Company and its Subsidiaries shall be otherwise recognized for all general employment purposes, including seniority, vacation, personal time and similar general employment purposes; provided, that any vacation time offered by Parent in the calendar year existing as of the Effective Time Date, as well as all employment, severance or change-in-control agreements of the Company and its Subsidiaries which are Previously Disclosed to any Transitioned Employee shall be offset by any vacation time used by or paid to a Transitioned Employee by Parent. (c) If employees of the Company or any of its Subsidiaries become eligible to participate in the calendar year a medical, dental or health plan of the Effective Time. In additionParent, Parent will shall cause each such plan to (ai) waive all any preexisting condition limitations as to preexisting conditions, exclusions, waiting periods and service requirements with respect to participation and coverage requirements applicable to Transitioned Employees under any group health plan sponsored by Parent, except to the extent such preexisting conditionsconditions covered under the applicable medical, exclusionhealth or dental plans of Parent, waiting period or service requirement had not been satisfied by any (ii) honor under such Transitioned Employee as of the Effective Time under a group health plan sponsored by the Company or any of its Subsidiaries; and (b) provide each Transitioned Employee with credit for plans any deductible, copayment co-payment and out-of-pocket limits expenses incurred by the employees and their beneficiaries during the portion of the calendar year prior to such participation and (iii) waive any waiting period limitation or evidence of insurability requirement which would otherwise be applicable to such employee on or after the Effective Time in each case to the extent such employee had satisfied any similar limitation or requirement under an analogous Plan prior to the Effective Time. (d) For a period of six months following the Effective Time, Parent or Parent Bank, at their sole cost and expense, shall provide all employees under any such group medical plan sponsored by of the Company and its Subsidiaries whose employment was terminated other than for cause, disability or retirement at or following the Effective Time, and who so desires, job counseling and outplacement assistance services in accordance with Parent's employment policies and practices, shall assist such employees in locating new employment and shall notify all such employees who want to be so notified of opportunities for positions with Parent or any of its Subsidiaries for which Parent reasonably believes such persons are qualified and paid shall consider any application for such positions submitted by such persons, provided, however, that any decision to offer employment to any such person shall be made in the Transitioned Employee prior to sole discretion of Parent. (e) All employees of the Company or a Company Subsidiary as of the Effective Time during the calendar year shall become employees of a Parent Subsidiary as of the Effective Time, and Parent or a Parent Subsidiary will use its reasonable best efforts to give such persons (other than any such person who is party to an employment agreement or a severance agreement) at least four weeks prior written notice of any job elimination after the Effective Time for a period of 90 days following the Effective Time. Subject to such four-week notice requirement, Parent or a Parent Subsidiary shall have no obligation to continue the employment of any such person and nothing contained herein shall give any employee of the Company or a Company Subsidiary the right to continue employment with Parent or a Parent Subsidiary after the Effective Time. An employee of the Company or a Company Subsidiary (other than an employee who is party to an employment agreement or a severance agreement) whose employment is involuntarily terminated other than for cause following the Effective Time shall be entitled to receive severance payments in accordance with, and to the extent provided in, the Parent employee severance plan with respect to the Transactions, a copy of which the Company acknowledges has been provided to it by Parent.

Benefit Plans. Parent shall take all reasonable actions necessary to allow eligible employees of the Company that will be employees of the Surviving Corporation (“Transitioned Employees”), to participate in benefit programs which are substantially comparable to those maintained for the benefit of, or offered to, similarly situated employees of Parent, as a) As soon as administratively practicable after the Effective Time, FNB shall take all reasonable action so that employees of CBI and its Subsidiaries shall be entitled to participate in each employee benefit plan, program or arrangement of FNB of general applicability with the exception of FNB’s defined benefit pension plan (the “FNB Plans”) to the same extent as similarly-situated employees of FNB and its Subsidiaries, it being understood that inclusion of the employees of CBI and its Subsidiaries in the FNB Plans may occur at different times with respect to different plans, provided that coverage shall be continued under corresponding Benefit Plans of CBI and its Subsidiaries until such employees are permitted to participate in the FNB Plans and provided further, however, that nothing contained in this Agreement shall require FNB or any of its Subsidiaries to make any grants to any former employee of CBI under any discretionary equity compensation plan of FNB. FNB shall cause each FNB Plans in which employees of CBI and its Subsidiaries are eligible to participate to recognize, for purposes of determining eligibility to participate in, the vesting of benefits under the FNB Plans, the service of such employees with CBI and its Subsidiaries to the same extent as such service was credited for such purpose by CBI, provided, however, that such service shall not be recognized to the extent that such recognition would result in a duplication of benefits. Except for the commitment to continue those Benefit Plans of CBI and its Subsidiaries that correspond to FNB Plans until employees of CBI and its Subsidiaries are included in such FNB Plans, nothing in this Agreement shall limit the ability of FNB to amend or terminate any of CBI’s Benefit Plans in accordance with and to the extent permitted by their terms at any time permitted by such terms. (b) At and following the Effective Time, and except as otherwise provided in Section 6.6(d) FNB shall honor, and the Surviving Company shall continue to be obligated to perform, in accordance with their terms, all benefit obligations to, and contractual rights of, current and former employees of CBI and its Subsidiaries and current and former directors of CBI and its Subsidiaries existing as of the Effective Date, as well as all employment, executive severance or “change-in-control” or similar agreements, plans or policies of CBI that are set forth on Schedule 6.6(b) of the CBI Disclosure Schedule, subject to the receipt of any necessary approval from any Governmental Entity. The severance or termination payments that are payable pursuant to such agreements, plans or policies of CBI are set forth on Schedule 6.6(b) of the CBI Disclosure Schedule. Following the consummation of the Merger and for one year thereafter, FNB shall, to the extent not duplicative of other severance benefits, pay employees of CBI or its Subsidiaries who are terminated for other than cause, severance as set forth on Schedule 6.6(b) of the FNB Disclosure Schedule. Following the expiration of the foregoing severance policy, any years of service recognized for purposes of this Section 6.6(b) will be taken into account under the terms of any applicable severance policy of FNB or its Subsidiaries. (c) At such Parent benefit plan time as employees of CBI and its Subsidiaries become eligible to participate in a medical, dental or any insurance contract or agreement applicable thereto; provided, however, that in the case of plans for which the Company maintains a plan offering the same type of benefit, such participation need not be offered by Parent until the corresponding health plan of FNB or its Subsidiaries, FNB shall cause each such plan to (i) waive any preexisting condition limitations to the Company ceases extent such conditions are covered under the applicable medical, health or dental plans of FNB and (ii) waive any waiting period limitation or evidence of insurability requirement that would otherwise be applicable to be available such employee or is terminated dependent on or after the Effective Time. Parent will recognize employment services of each Transitioned Employee with the Company for purposes of eligibility and vesting (but not benefit accrual) under any benefit plan of Parent. Each Transitioned Employee’s years of service with the Company and any of its Subsidiaries shall be otherwise recognized for all general employment purposes, including seniority, vacation, personal time and similar general employment purposes; provided, that any vacation time offered by Parent in the calendar year of the Effective Time to any Transitioned Employee shall be offset by any vacation time used by or paid to a Transitioned Employee by the Company or any of its Subsidiaries in the calendar year of the Effective Time. In addition, Parent will (a) waive all limitations as to preexisting conditions, exclusions, waiting periods and service requirements with respect to participation and coverage requirements applicable to Transitioned Employees under any group health plan sponsored by Parent, except to the extent such preexisting conditions, exclusion, waiting period employee or service dependent had satisfied any similar limitation or requirement had not been satisfied by any such Transitioned Employee as of the Effective Time under a group health plan sponsored by the Company or any of its Subsidiaries; and (b) provide each Transitioned Employee with credit for any deductible, copayment and out-of-pocket limits applicable to such employees under any such group medical plan sponsored by the Company or any of its Subsidiaries and paid by the Transitioned Employee an analogous Benefit Plan prior to the Effective Time during the calendar year of Time. (d) Immediately prior to the Effective Time, CBI shall, at the written request of FNB, freeze or terminate such of the CBI Benefit Plans as is requested by FNB. (e) By August 31, 2010, the five principal executive officers of CBI identified in Schedule 6.6(e) shall deliver to CBI and FNB a supplemental letter pursuant to which such officer agrees to continue in the employment of CBI for the respective period of time set forth in Schedule 6.6(e) and, were such officer to leave the employment of CBI prior to the expiration of such period, such officer shall not be entitled to receive any severance or change of control benefits under such agreement.

Benefit Plans. Parent For purposes of all Benefit Plans to which O’Xxxxx may be a participant at the time of his Retirement Date, O’Xxxxx shall take all reasonable actions necessary to allow eligible employees be treated as and deemed a retired officer of the Company that will Company, and be employees entitled to all benefits and vesting generally afforded to or received by a similarly-situated retired officer participating in those plans on O’Xxxxx’x Retirement Date, consistent with any amendments or modifications to such Benefit Plans, if applicable. For purposes of clarification and except as otherwise indicated, the Surviving Corporation (“Transitioned Employees”)Separation Benefits provided herein are separate and aside from, to participate and not in benefit programs which are substantially comparable to those maintained for the benefit lieu of, or offered tothe deferred compensation, similarly situated employees of Parentrestricted and performance stock, as soon as practicable after the Effective Timestock options, bonuses, retirement and other benefits to which O’Xxxxx is otherwise entitled pursuant to the extent permitted by the terms and conditions of such Parent benefit plan or any insurance contract or agreement applicable thereto; provided, however, that in the case of plans for which the Company maintains a plan offering the same type of benefit, such participation need not be offered by Parent until the corresponding plan of the Company ceases Benefit Plans attributable to be available or is terminated after the Effective Time. Parent will recognize employment services of each Transitioned Employee with the Company for purposes of eligibility and vesting (but not benefit accrual) under any benefit plan of Parent. Each Transitioned Employee’s years of his service with the Company as calculated through the Retirement Date. Retain in Employee's Personnel File I, Jxxxxx X. X'Xxxxx (Name) of 1000 Xxxxxxxxx Xx., Xxxxxxxxxx, XX 00000 (Address) acknowledge that I am employed by the company under conditions which could provide access to confidential technical and any business information belonging to the Company and which also could entail the generation of its Subsidiaries shall be otherwise recognized for all general employment purposes, including seniority, vacation, personal time and similar general employment purposes; provided, that any vacation time offered by Parent in technology pertinent to the calendar year existing or contemplated business of the Effective Time Company. I recognize that it is my responsibility to any Transitioned Employee shall be offset by any vacation time used by or paid to a Transitioned Employee by maintain the confidence of all such confidential technical and business information and that the Company has certain rights with regard to Technology that I might make or conceive relating in any way to all or any of its Subsidiaries in the calendar year part of the Effective Timeexisting or contemplated business of the Company. In additionFor the above reasons, Parent will (a) waive all limitations as and because I want to preexisting conditions, exclusions, waiting periods and service requirements avoid any conflicts of interest with respect to participation my activities during, or after termination of, employment by the Company, and coverage requirements applicable in consideration of my employment, compensation paid me by the Company, and other good and valuable consideration, I agree as follows: 1. Except as required in the performance of my duties in my employment I shall not, without prior written consent of the appropriate organization senior officer or designee, disclose or use, either during or after my employment, any confidential technical or business information in any manner other than as expressly authorized by the Company. 2. I shall promptly and fully disclose to Transitioned Employees the Company all Technology relating to my assignment with the company, provided that the Company within a reasonable time after a written request shall indicate in writing whether or not the Technology shall be deemed confidential, whether or not the Company plans to seek patent protection with respect to the Technology, and whether or not the Company is presently willing to waive rights to the Technology. 3. That all Technology which I may make or conceive, alone or jointly with others, during the working hours, or during the period of my employment (including any periods of authorized leaves of absence) which relate to my assignment with the Company, shall be the exclusive property of the Company, provided that in the event a patent is obtained the company shall pay me an amount, not less than one hundred dollars but otherwise to be determined in the Company's sole discretion. 4. I shall assign to the company or its nominee all rights to such Technology in the United States and all foreign countries, including rights or priorities under any group health plan sponsored international agreement to which the United States is a party. 5. I shall not use insider or material non-public information to make securities' trades, or to give such information to others. 6. I shall treat all competitive bid/price data as confidential, and shall not communicate it to any unauthorized vendor or individual before, during, or after processing such activity. This includes any confidential information of the vendor that is identified as such by Parentthe vendor and which is subject to a nondisclosure agreement. 7. Upon termination of my employment with the Company, except I shall return to the extent such preexisting conditionscompany all records, exclusionbooks, waiting period or service requirement had not been satisfied by any such Transitioned Employee as customer lists, prospect lists, price lists, drawings, blueprints, instruction sheets, catalogs, correspondence, codes, reports, technical information, and other documents containing information relating to the Company's business and all Company supplies of every kind and character that may be in my possession, provided, upon approval of the Effective Time under a group health plan sponsored appropriate organization senior officer or designee, I may obtain such records as the company agrees reasonably may be required to protect my interest in substantiating professional performance while in the employ of the Company. 8. This AGREEMENT shall inure to the benefit of and be binding on and enforceable by the Company or any of company, its Subsidiaries; successors, subsidiaries and (b) provide each Transitioned Employee with credit for any deductibleassigns and shall be binding upon me, copayment my heirs, assigns and out-of-pocket limits applicable to such employees under any such group medical plan sponsored by the Company or any of its Subsidiaries and paid by the Transitioned Employee prior to the Effective Time during the calendar year of the Effective Timelegal representatives.

Benefit Plans. Parent (a) As soon as administratively practicable after the Effective Time, FCBI shall take all reasonable actions necessary to allow eligible action so that employees of CCFC and its Subsidiaries shall be entitled to participate in each employee benefit plan, program or arrangement of FCBI of general applicability (the Company that will be “FCBI Benefit Plans”) to the same extent as similarly-situated employees of FCBI and its Subsidiaries (it being understood that inclusion of the employees of CCFC and its Subsidiaries in the FCBI Benefit Plans may occur at different times with respect to different plans), provided that coverage shall be continued under the corresponding Benefit Plans of CCFC and its Subsidiaries until such employees are permitted to participate in the FCBI Benefit Plans and provided further, however, that nothing contained herein shall require FCBI or any of its Subsidiaries to make any grants to any former employee of CCFC or its Subsidiaries under any discretionary equity compensation plan of FCBI. FCBI shall cause each FCBI Benefit Plan in which employees of CCFC and its Subsidiaries are eligible to participate to recognize, for purposes of determining eligibility to participate in, the vesting of benefits and for all other purposes (but not for accrual of pension benefits) under the FCBI Benefit Plans, the service of such employees with CCFC and its Subsidiaries to the same extent as such service was credited for such purpose by CCFC or its Subsidiaries, provided, however, that such service shall not be recognized to the extent that such recognition would result in a duplication of benefits. Nothing herein shall limit the ability of FCBI to amend or terminate any of CCFC’s Benefit Plans in accordance with their terms at any time. (b) Subject to Sections 6.12(f), (g) and (i), at and following the Effective Time, FCBI shall honor, and the Surviving Corporation shall continue to be obligated to perform, in accordance with their terms, all benefit obligations to, and contractual rights of, current and former employees of CCFC and its Subsidiaries and current and former directors of CCFC and its Subsidiaries existing as of the Effective Date, as well as all employment, severance, bonus, salary continuation, deferred compensation, split dollar, supplemental retirement or “change-in-control” agreements, plans or policies of CCFC and its Subsidiaries to the extent that each of the foregoing are Previously Disclosed. The severance or termination payments which are payable pursuant to such agreements, plans or policies of CCFC or its Subsidiaries (“Transitioned Employees”), which have been quantified in reasonable detail) are set forth in Section 6.12(b) of CCFC’s Disclosure Schedule. (c) At such time as employees of CCFC or its Subsidiaries become eligible to participate in benefit programs a medical, dental or health plan of FCBI or its Subsidiaries, FCBI shall cause each such plan to (i) waive any preexisting condition limitations to the extent such conditions covered under the applicable medical, health or dental plans of FCBI, (ii) provide full credit under such plans for any deductibles, co-payment and out-of-pocket expenses incurred by the employees and their beneficiaries during the portion of the calendar year prior to such participation and (iii) waive any waiting period limitation or evidence of insurability requirement which would otherwise be applicable to such employee on or after the Effective Time to the extent such employee had satisfied any similar limitation or requirement under an analogous Plan prior to the Effective Time. (d) Each of CCFC, its Subsidiaries, and FCBI acknowledges and agrees that all provisions contained within this Section 6.12 with respect to employees are substantially comparable to those maintained included for the sole benefit ofof CCFC and FCBI and shall not create any right (i) in any other Person, including, Benefit Plans or offered toany beneficiary thereof or (ii) to continued employment with CCFC, similarly situated employees its Subsidiaries, FCBI, its Subsidiaries or any of Parent, their respective affiliates. (e) The CCFC Employee Stock Ownership Plan (“ESOP”) shall be terminated as of the Effective Time. The Merger Consideration received by the ESOP trustees with respect to the unallocated shares of CCFC Common Stock held by the ESOP shall be first applied by the ESOP trustees to the full repayment of the ESOP loan. The shares of FCBI Common Stock and the remaining cash received by the ESOP shall be allocated to the ESOP participants in accordance with the terms of the ESOP and applicable laws and regulations as soon as practicable after the Effective Time. In connection with the termination of the ESOP, CCFC shall promptly apply to the extent permitted by IRS for a favorable determination letter on the terms of such Parent benefit plan or any insurance contract or agreement applicable thereto; provided, however, that in the case of plans for which the Company maintains a plan offering the same type of benefit, such participation need not be offered by Parent until the corresponding plan tax-qualified status of the Company ceases to be available or is terminated after the Effective Time. Parent will recognize employment services of each Transitioned Employee with the Company for purposes of eligibility and vesting (but not benefit accrual) under any benefit plan of Parent. Each Transitioned Employee’s years of service with the Company ESOP on terminations and any of amendments made to the ESOP in connection with its Subsidiaries shall be otherwise recognized for all general employment purposestermination or otherwise, including seniority, vacation, personal time and similar general employment purposes; provided, that any vacation time offered by Parent in if such amendments have not previously received a favorable determination letter from the calendar year of the Effective Time to any Transitioned Employee shall be offset by any vacation time used by or paid to a Transitioned Employee by the Company or any of its Subsidiaries in the calendar year of the Effective Time. In addition, Parent will (a) waive all limitations as to preexisting conditions, exclusions, waiting periods and service requirements IRS with respect to participation and coverage requirements applicable to Transitioned Employees their qualification under any group health plan sponsored by Parent, except Code Section 401(a). Any amendments to the extent such preexisting conditions, exclusion, waiting period or service requirement had not been satisfied by any such Transitioned Employee as of the Effective Time under a group health plan sponsored ESOP requested by the Company or any of its Subsidiaries; and (b) provide each Transitioned Employee with credit for any deductible, copayment and out-of-pocket limits applicable to such employees under any such group medical plan sponsored by the Company or any of its Subsidiaries and paid by the Transitioned Employee IRS prior to the Effective Time during shall be adopted by CCFC and any amendments requested by the calendar year IRS after the Effective Time shall be promptly adopted by FCBI. Any and all distributions from the ESOP after its termination shall be made consistent with the aforementioned determination letter from the IRS. CCFC shall not make any further contributions to the ESOP or permit the ESOP to make any allocations to the ESOP participants other than in connection with the termination of the ESOP or as may be required by applicable law or regulation. (f) Effective as of the Effective Time, (i) FC Bank shall have entered into consulting agreements with each of Xxxxxx X. Xxxxxxx, Xx. and Xxxxx X. Xxxxxxxx, the forms of which are attached as Annexes D and F, respectively, hereto, and (ii) Mooresville Savings shall have entered into an employment agreement with Xxxx X. Xxxxxxx, the form of which is attached as Annex E hereto. (g) Effective as of the Effective Time, FC Bank shall enter into a one-year consulting agreement with each non-employee director of CCFC and Mooresville Savings, the form of which is attached as Annex G hereto. (h) An employee of CCFC or its Subsidiaries (other than an employee who is a party to an employment agreement or a severance agreement) whose employment is involuntarily terminated other than for cause following the Effective Time but on or before the date which is six months from the Effective Time, shall be entitled to receive severance payments pursuant to CCFC’s severance plan which is set forth in Section 6.12(h) of CCFC’s Disclosure Schedule. (i) Simultaneously with the execution of this Agreement, FCBI, Mooresville Savings and each of Xxxxxx X.

Benefit Plans. Parent shall take all reasonable actions necessary to allow eligible employees a. None of the Company that will be employees of employee benefit plans maintained at any time by the Surviving Corporation (“Transitioned Employees”), to participate in benefit programs which are substantially comparable to those maintained Borrower or any subsidiary for the benefit of, of its employees or offered to, similarly situated employees of Parent, as soon as practicable after the Effective Time, trusts created thereunder has to the extent permitted by the terms of its knowledge engaged in a prohibited transaction which is not subject to a statutory or administrative exemption which could subject any such Parent employee benefit plan or trust to a material tax or penalty on prohibited transactions imposed under Internal Revenue Code Section 4975 or ERISA or under any insurance contract Foreign Benefit Law. b. None of the employee benefit plans maintained at any time by the Borrower or agreement applicable thereto; provided, however, that any subsidiary for the benefit of its employees which are employee pension benefit plans and which are subject to Title IV of ERISA or any Foreign Benefit Law or the trusts created thereunder has been terminated so as to result in a material liability of the case of plans for which the Company maintains a plan offering the same type of benefit, Borrower under ERISA or under any Foreign Benefit Law nor has any such participation need not be offered by Parent until the corresponding employee benefit plan of the Company ceases Borrower or any subsidiary incurred any material liability to be available the Pension Benefit Guaranty Corporation established pursuant to ERISA or is terminated after the Effective Time. Parent will recognize employment services of each Transitioned Employee with the Company for purposes of eligibility any other Person exercising similar duties and vesting (but not benefit accrual) functions under any benefit plan of Parent. Each Transitioned Employee’s years of service with Foreign Benefit Law, other than for required insurance premiums which have been paid or are not yet due and payable; neither the Company and Borrower nor any of its Subsidiaries shall be otherwise recognized for all general employment purposes, including seniority, vacation, personal time and similar general employment purposes; provided, that any vacation time offered by Parent in the calendar year of the Effective Time subsidiary has withdrawn from or caused a partial withdrawal to any Transitioned Employee shall be offset by any vacation time used by or paid to a Transitioned Employee by the Company or any of its Subsidiaries in the calendar year of the Effective Time. In addition, Parent will (a) waive all limitations as to preexisting conditions, exclusions, waiting periods and service requirements occur with respect to participation any Multi-employer Plan resulting in any assessed and coverage requirements applicable unpaid withdrawal liability; the Borrower and the subsidiaries have made or provided for all contributions to Transitioned Employees under any group health plan sponsored by Parent, except to the extent all such preexisting conditions, exclusion, waiting period or service requirement had not been satisfied by any such Transitioned Employee employee pension benefit plans which they maintain and which are required as of the Effective Time end of the most recent fiscal year under each such plan; neither the borrower nor any subsidiary has incurred any accumulated funding deficiency with respect to any such plan, Revolving Line of Credit Loan Agreement Romac International, Inc. whether or not waived; nor has there been any reportable event, or other event or condition, which presents a group health material risk of termination of any such employee benefit plan sponsored by such Pension Benefit Guaranty Corporation or any other Person exercising similar duties and functions under any Foreign Benefit Law. c. The present value of all vested accrued benefits under the employee pension benefit plans which are subject to Title IV of ERISA or any Foreign Benefit Law, maintained by the Company Borrower or any subsidiary for the benefit of its Subsidiaries; and (b) provide employees, did not, as of the most recent valuation date for each Transitioned Employee with credit for any deductiblesuch plan, copayment and out-of-pocket limits applicable exceed the then current value of the assets of such employee benefit plans allocable to such employees benefits. d. The consummation of the Loans provided for in Article II will not involve any prohibited transaction under ERISA or any such group medical Foreign Benefit Law which is not subject to a statutory or administrative exemption. e. To the best of the Borrower's knowledge, each employee pension benefit plan sponsored subject to Title IV of ERISA or any Foreign Benefit Law, maintained by the Company Borrower or any subsidiary for the benefit of its Subsidiaries employees, has been administered in accordance with its terms in all material respects and paid by is in compliance in all material respects with all applicable requirements of ERISA and other applicable laws, regulations and rules and any applicable Foreign Benefit Law. f. There has been no withdrawal liability incurred and unpaid with respect to any Multi-employer Plan to which the Transitioned Employee prior Borrower or any subsidiary is or was a contributor. g. As used in this Agreement, the terms "employee benefit plan," "employee pension benefit plan," "accumulated funding deficiency," "reportable event," and "accrued benefits" shall have the respective meanings assigned to them in ERISA, and the Effective Time during term "prohibited transaction" shall have the calendar year of the Effective Timemeaning assigned to it in Code Section 4975 and ERISA.

Benefit Plans. Parent (a) Purchaser shall pay or cause the POC Companies or their successors to pay severance benefits in accordance with the Schlumberger Severance Program (based on service recognized pursuant to such program plus service with Purchaser and/or the POC Companies or their successors following the POC Closing Date) to any POC Employee whose employment is terminated in less than twelve (12) months after the Closing Date, except for any employees: (i) who shall be terminated by the POC Companies or their successors for Cause (as defined in the Schlumberger Severance Program), (ii) who voluntarily terminate their employment with the POC Companies or their successors other than for Good Reason, or (iii) who were employed for a fixed time period and are terminated upon expiration of that time period. Purchaser shall also pay repatriation benefits in accordance with Schlumberger's policies as in effect on the Closing Date to any POC Employee terminated outside of his country of origin within 12 months of the POC Closing Date. Purchaser shall be responsible for any liabilities associated with the termination of employment of any POC Employee following the Closing Date. Purchaser agrees that POC Employees will receive the benefit of any vacation accrued under the applicable Schlumberger vacation policy as of the Closing Date, either through a cash-out of such accrual or through actual paid time off. (b) Effective as of the end of the Benefits Transition Period with respect to the Schlumberger Health Plan and the Schlumberger Short-Term Disability Plan, and effective as of the POC Closing Date with respect to the other Seller Welfare Benefit Plans, Purchaser shall take all reasonable actions necessary or appropriate to allow extend coverage to POC Employees who are covered under the Seller Welfare Benefit Plans on the Closing Date (and their covered dependents) under the Purchaser Welfare Benefit Plans. POC Employees (and their dependents covered under the Applicable Seller Welfare Plans) shall be eligible employees of the Company that will be employees of the Surviving Corporation (“Transitioned Employees”), to participate in the Purchaser Welfare Benefit Plans without regard to any eligibility period, waiting period, evidence of insurability requirements or pre-existing condition limitations and to the extent that the POC Employees provide appropriate evidence of same, shall be given credit under the Purchaser Welfare Benefit Plans for amounts paid under a corresponding Applicable Seller Welfare Benefit Plan or Subsidiary Plan during the same period for purposes of applying deductibles, co-payments and out-of-pocket maximums as though such amounts had been paid in accordance with the terms and conditions of the applicable Purchaser Welfare Benefit Plan. (c) Following the Closing Date, Purchaser and/or the POC Companies and/or their successors shall retain or, as applicable, assume sponsorship of, and responsibility for, all Subsidiary Plans, provided that (i) Seller shall remain solely responsible for any and all liabilities arising under the VCP submission with respect to the Production Operators Inc. Thrift Plan (the 32 "POI Thrift Plan") described in Schedule 2.16 (and the POC Companies balance sheet will be adjusted to reflect the elimination of the liability accrued in anticipation of this filing), and Seller shall take all action necessary to complete such VCP submission as soon as practicably possible following the date hereof, (ii) Purchaser shall freeze benefit accruals under the POI Thrift Plan upon termination of the Benefit Transition Period, however, pursuant to the Transition Services Agreement, the POI Thrift Plan shall remain a part of the Schlumberger Master Profit-Sharing Trust until December 31, 2001, and (iii) Seller shall pay pro-rated bonuses to employees participating in the Subsidiary Plans that are Bonus Plans as described in Section 5.2(e). Purchaser shall ensure that: (A) POC Employees (and their eligible dependents) shall participate in the employee benefit plans, policies, programs which are substantially comparable and arrangements maintained from time to those maintained time by Purchaser for the benefit of, or offered to, of similarly situated employees of ParentPurchaser (collectively, the "Purchaser Plans"), which Purchaser Plans may include the Subsidiary Plans, on terms and conditions which, subject to the provisions of this Section 5.2, are substantially the same as soon as practicable after applied to other similarly situated employees of Purchaser, and (B) POC Employees shall be given credit under the Effective Time, Purchaser Plans and the Purchaser Welfare Benefit Plans for their service with Seller and the POC Companies and their predecessors for all purposes to the extent permitted by such service was taken into account under a corresponding POC Companies Plan as of the Closing Date. (d) Effective as of the Closing Date: (i) the Purchaser shall assume all liabilities and obligations, with respect to any POC Employees, as may arise under the terms of any individual employment or severance agreements other than liabilities for any amounts payable by any of the POC Companies solely as a result of the consummation of the transactions contemplated by the Agreement, (ii) the Purchaser shall become the successor in interest to such Parent benefit plan agreements, and (iii) Schlumberger shall no longer be a guarantor of any obligations arising under such agreements with respect to such employees or any insurance contract former employees. (e) Purchaser shall pay and be responsible for the payment of all amounts which may be or agreement applicable theretobecome due to POC Employees under the Bonus Plans (other than the Schlumberger Performance Incentive Plan, Target Variable Incentive Plan and the Target Variable Compensation Plan), including, but not limited to, pro-rated awards thereunder to POC Employees who are terminated or constructively terminated by Purchaser on or after the Closing Date; provided, however, that the Purchaser may substitute its own bonus arrangement following the Closing Date. Seller shall pay to POC Employees participating in the case of plans for which Schlumberger Performance Incentive Plan, Target Variable Incentive Plan and the Company maintains a plan offering the same type of benefit, such participation need not be offered by Parent until the corresponding plan Target Variable Compensation Plan bonuses based on performance as of the Company ceases Closing Date, and Purchaser shall have no liability for any bonuses pursuant to be available such plans. (f) For any POC Employees who terminate employment on or is terminated after the Effective Time. Parent will recognize employment services of each Transitioned Employee Benefits Transition Period, Purchaser shall be responsible for administering compliance with the Company continuation coverage requirements for purposes of eligibility and vesting (but not benefit accrual) "group health plans" under any benefit plan of Parent. Each Transitioned Employee’s years of service with the Company and any of its Subsidiaries shall be otherwise recognized for all general employment purposes, including seniority, vacation, personal time and similar general employment purposes; provided, that any vacation time offered by Parent in the calendar year Title X of the Effective Time to any Transitioned Employee shall be offset by any vacation time used by or paid to a Transitioned Employee by the Company or any Consolidated Omnibus Reconciliation Act of its Subsidiaries 1985, as amended ("COBRA"). (g) The parties acknowledge and agree that all provisions contained in the calendar year of the Effective Time. In addition, Parent will (a) waive all limitations as to preexisting conditions, exclusions, waiting periods and service requirements this Agreement with respect to participation and coverage requirements applicable to Transitioned Employees under any group health plan sponsored by Parent, except to employee benefit plans or employee compensation are included for the extent such preexisting conditions, exclusion, waiting period or service requirement had not been satisfied by any such Transitioned Employee as sole benefit of the Effective Time under a group health plan sponsored by respective parties hereto and shall not create any right in any other Person, including, without limitation, any employees of the Company POC Companies, any participant in any POC Companies Plans or any of its Subsidiaries; and (b) provide each Transitioned Employee with credit for any deductible, copayment and out-of-pocket limits applicable to such employees under any such group medical plan sponsored by the Company or any of its Subsidiaries and paid by the Transitioned Employee prior to the Effective Time during the calendar year of the Effective Timebeneficiary thereof.

Benefit Plans. Parent shall take all reasonable actions necessary to allow eligible employees of the Company that will be employees of the Surviving Corporation (“Transitioned Employees”), to participate in benefit programs which are substantially comparable to those maintained for the benefit of, or offered to, similarly situated employees of Parent, as a) As soon as administratively practicable after the Effective Time, PPBI shall take all reasonable action so that employees of HEOP and its Subsidiaries shall be entitled to participate in each PPBI Benefit Plan of general applicability to the same extent as similarly- situated employees of PPBI and its Subsidiaries (it being understood that inclusion of the employees of HEOP and its Subsidiaries in the PPBI Benefit Plans may occur at different times with respect to different plans), provided that coverage shall be continued under the corresponding Benefit Plans of HEOP and its Subsidiaries until such employees are permitted by to participate in the terms PPBI Benefit Plans and provided further, however, that nothing contained herein shall require PPBI or any of its Subsidiaries to make any grants to any former employee of HEOP and its Subsidiaries under any discretionary equity compensation plan of PPBI. PPBI shall cause each PPBI Benefit Plan in which employees of HEOP and its Subsidiaries are eligible to participate to recognize, for purposes of determining eligibility to participate in, the vesting of benefits and for all other purposes (but not for accrual of pension benefits) under the PPBI Benefit Plans, the service of such Parent benefit plan or any insurance contract or agreement applicable thereto; employees with HEOP and its Subsidiaries to the same extent as such service was credited for such purpose by HEOP and its Subsidiaries, provided, however, that in the case of plans for which the Company maintains a plan offering the same type of benefit, such participation need service shall not be offered by Parent until recognized to the corresponding plan extent that such recognition would result in a duplication of benefits or to the extent not otherwise permissible under the terms of a PPBI Benefit Plan. Nothing herein shall limit the ability of PPBI to amend or terminate any of the Company ceases to be available PPBI Benefit Plans or is terminated after the HEOP Benefit Plans in accordance with their terms at any time. (b) At and following the Effective Time. Parent will recognize employment services , PPBI shall honor, and the Surviving Corporation shall continue to be obligated to perform, in accordance with their terms, all benefit obligations to, and contractual rights of, current and former employees of each Transitioned Employee with the Company for purposes of eligibility HEOP and vesting (but not benefit accrual) under any benefit plan of Parent. Each Transitioned Employee’s years of service with the Company and any of its Subsidiaries shall be otherwise recognized for all general employment purposes, including seniority, vacation, personal time and similar general employment purposes; provided, that any vacation time offered by Parent in the calendar year current and former directors of the Effective Time to any Transitioned Employee shall be offset by any vacation time used by or paid to a Transitioned Employee by the Company or any of HEOP and its Subsidiaries in the calendar year of the Effective Time. In addition, Parent will (a) waive all limitations as to preexisting conditions, exclusions, waiting periods and service requirements with respect to participation and coverage requirements applicable to Transitioned Employees under any group health plan sponsored by Parent, except to the extent such preexisting conditions, exclusion, waiting period or service requirement had not been satisfied by any such Transitioned Employee existing as of the Effective Time under a group health plan sponsored by the Company or any Date, as well as all bonus, deferred compensation, supplemental retirement plan, salary continuation, severance, termination, change in control and other existing plans and policies of its Subsidiaries; HEOP and (b) provide each Transitioned Employee with credit for any deductible, copayment and out-of-pocket limits applicable to such employees under any such group medical plan sponsored by the Company or any of its Subsidiaries and paid by the Transitioned Employee prior to the Effective Time during the calendar year extent that each of the Effective Timeforegoing are Previously Disclosed.

Benefit Plans. Parent shall take all reasonable actions necessary to allow eligible employees (i) Except as provided in the Transition Services Agreement, effective as of the Closing Date, (A) the Target Entities shall withdraw from and cease to be participating employers under the US Benefit Plans listed in Schedule 6.5(a)(i) (the “Parent Plans”) and (B) the Business Employees shall cease to accrue further benefits and shall cease to be active participants under the Parent Plans. From and after the Closing Date, the Selling Parties shall retain and shall be solely responsible for all obligations and liabilities under the Parent Plans, and except as provided in the Transition Services Agreement, neither Purchaser nor its Affiliates (including the Target Entities) shall have any obligation, liability or responsibility from and after the Closing Date to or under the Parent Plans, whether such obligation, liability or responsibility arose before, on or after the Closing Date. (ii) From and after the Closing Date, the Target Entities shall be solely responsible for all obligations and liabilities under the Foreign Benefit Plans listed in Schedule 6.5(a)(ii) (the “Subject Company that will be employees Foreign Plans”) and from and after the Closing Date none of the Surviving Corporation (“Transitioned Employees”), to participate in benefit programs which are substantially comparable to those maintained for the benefit of, Selling Parties nor any their respective Affiliates shall have any obligations or offered to, similarly situated employees of Parent, as soon as practicable after the Effective Time, to the extent permitted by the terms of such Parent benefit plan or any insurance contract or agreement applicable thereto; provided, however, that in the case of plans for which the Company maintains a plan offering the same type of benefit, such participation need not be offered by Parent until the corresponding plan of the Company ceases to be available or is terminated after the Effective Time. Parent will recognize employment services of each Transitioned Employee with the Company for purposes of eligibility and vesting (but not benefit accrual) under any benefit plan of Parent. Each Transitioned Employee’s years of service with the Company and any of its Subsidiaries shall be otherwise recognized for all general employment purposes, including seniority, vacation, personal time and similar general employment purposes; provided, that any vacation time offered by Parent in the calendar year of the Effective Time to any Transitioned Employee shall be offset by any vacation time used by or paid to a Transitioned Employee by the Company or any of its Subsidiaries in the calendar year of the Effective Time. In addition, Parent will (a) waive all limitations as to preexisting conditions, exclusions, waiting periods and service requirements liabilities with respect to participation any Subject Company Foreign Plan, whether such obligations or liabilities arose before, on or after the Closing Date. (iii) From and coverage requirements applicable after the Closing Date, the Selling Parties shall retain and shall be solely responsible for all obligations and liabilities with respect to Transitioned Employees any Foreign Benefit Plan that is not a Subject Company Foreign Plan and from and after the Closing Date, neither Purchaser nor its Affiliates (including the Subject Companies) shall have any obligation, liability or responsibility under any group health plan sponsored by ParentForeign Benefit Plan that is not a Subject Company Foreign Plan, except whether such obligation, liability or responsibility arose before, on or after the Closing Date. (iv) From and after the Closing Date, the Selling Parties shall retain and shall be solely responsible for any and all Controlled Group Liability and neither Purchaser nor its Affiliates (including the Target Entities) shall have any obligation, liability or responsibility for any Controlled Group Liability. (v) Except as otherwise expressly provided in this Section 6.5, from and after the Closing Date, the Selling Parties shall retain and shall be solely responsible for all obligations and liabilities with respect to the extent such preexisting conditions, exclusion, waiting period or service requirement had not been satisfied by employment of any such Transitioned Employee as of the Effective Time under a group health plan sponsored by the Company or any of its Subsidiaries; and (b) provide each Transitioned Employee with credit for any deductible, copayment and out-of-pocket limits applicable to such employees under any such group medical plan sponsored by the Company or any of its Subsidiaries and paid by the Transitioned Business Employee prior to the Effective Time during Closing Date and neither Purchaser nor its Affiliates (including the calendar year Target Entities) shall have any obligation, liability or responsibility for the employment of any Business Employee prior to the Effective TimeClosing Date.

Benefit Plans. Parent shall take all reasonable actions necessary to allow eligible employees of the Company that will be employees of the Surviving Corporation (“Transitioned Employees”), to participate in benefit programs which are substantially comparable to those maintained for the benefit of, or offered to, similarly situated employees of Parent, as a) As soon as administratively practicable after the Effective Time, TriCo shall take all reasonable action so that Employees that are employed by Valley and its Subsidiaries as of the Effective Time and will continue employment with TriCo or any of its Subsidiaries following the Effective Time (the “Continuing Employees”) shall be entitled to participate in each TriCo Benefit Plan of general applicability to the same extent as similarly-situated employees of TriCo and its Subsidiaries, including but not limited to a tax-qualified defined contribution plan with a “cash or deferred arrangement” within the meaning of Section 401(k) of the Code maintained by TriCo (the “TriCo 401(k) Plan”) (it being understood that inclusion of the employees of Valley and its Subsidiaries in the TriCo Benefit Plans may occur at different times with respect to different plans and that with respect to the TriCo 401(k) Plan, Continuing Employees shall, if they so elect, be permitted by to rollover their balances from their Valley 401(k) Plan accounts, subject to the terms and conditions of the TriCo 401(k) Plan); provided that coverage or participation shall be continued under the corresponding Benefit Plans of Valley and its Subsidiaries until such employees are permitted to transition from such Benefit Plans and participate or enroll in the TriCo Benefit Plans; and provided further, that nothing contained herein shall require TriCo or any of its Subsidiaries to make any grants to any former employee of Valley and its Subsidiaries under any pension plans, deferred compensation plans, discretionary equity or incentive compensation plan of TriCo or otherwise make available or establish any new employee benefit plans for or on behalf of the Continuing Employees if TriCo and its Subsidiaries do not offer a particular type of employee benefit plans to their similarly-situated employees. TriCo shall cause each TriCo Benefit Plan in which Continuing Employees are eligible to participate to recognize, for purposes of determining eligibility to participate in, and the vesting of benefits, but not for purposes of equity grants or accrual of pension benefits or service toward eligibility for any Retiree Welfare Plan, if applicable, under the TriCo Benefit Plans, the service of such Parent benefit plan or any insurance contract or agreement applicable theretoemployees with Valley and its Subsidiaries to the same extent as such service was credited for such purpose by Valley and its Subsidiaries; provided, however, that in the case of plans for which the Company maintains a plan offering the same type of benefit, such participation need service shall not be offered recognized to the extent that such recognition would result in a duplication of benefits or to the extent not otherwise permissible under the terms of a TriCo Benefit Plan; and provided further, that an employee’s eligibility to participate will be governed by Parent until the corresponding plan eligibility criteria of the Company ceases particular TriCo Benefit Plan. Nothing herein shall limit the ability of TriCo to be available amend or is terminated after terminate any of the TriCo Benefit Plans or the Benefit Plans in accordance with their terms at any time. (b) Except if such treatment will result in duplication of benefits or related to defined benefit pension plans, retiree medical plans or equity incentive plans, all Continuing Employees shall maintain their original hire dates from Valley and those hire dates and all such additional seniority shall carry over to TriCo with no loss of any benefits, seniority or service time. (c) At and following the Effective Time. Parent will recognize employment services , TriCo shall honor, and the Surviving Corporation shall continue to be obligated to perform, in accordance with their terms, all benefit obligations to, and contractual rights of, current and former employees of each Transitioned Employee with the Company for purposes of eligibility Valley and vesting (but not benefit accrual) under any benefit plan of Parent. Each Transitioned Employee’s years of service with the Company and any of its Subsidiaries shall be otherwise recognized for all general employment purposes, including seniority, vacation, personal time and similar general employment purposes; provided, that any vacation time offered by Parent in the calendar year existing as of the Effective Time to any Transitioned Employee shall be offset by any vacation time used by or paid to a Transitioned Employee by the Company or any Date, as well as all bonus, deferred compensation, supplemental retirement plan, salary continuation, severance, termination, change in control and other existing plans and policies of Valley and its Subsidiaries in to the calendar year extent that each of the Effective Time. In additionforegoing are Previously Disclosed. (d) At such time as Continuing Employees become eligible to participate in a medical, Parent will dental, health, life or disability plan of TriCo or its Subsidiaries, TriCo shall use commercially reasonable efforts to cause each such plan to: (ai) waive all any preexisting condition limitations as to preexisting conditions, exclusions, waiting periods and service requirements with respect to participation and coverage requirements applicable to Transitioned Employees under any group health plan sponsored by Parent, except to the extent such preexisting conditionsconditions are covered under the applicable medical, exclusion, waiting period health or service requirement had not been satisfied by any such Transitioned Employee as dental plans of the Effective Time under a group health plan sponsored by the Company or any of its SubsidiariesTriCo; and (bii) provide each Transitioned Employee with full credit under medical, health and dental plans for any deductibledeductibles, copayment co-payment and out-of-pocket limits expenses incurred by the employees and their beneficiaries during the portion of the calendar year prior to such participation; and (iii) waive any waiting period limitation or evidence of insurability requirement which would otherwise be applicable to such employee on or after the Effective Time to the extent such employee had satisfied any similar limitation or requirement under a corresponding Valley Benefit Plan prior to the Effective Time; provided, however, that such waiver shall not be required to the extent that such waiver would result in a duplication of benefits or to the extent not otherwise permissible under the terms of a contract insuring benefits under the TriCo Benefit Plans. (e) All Continuing Employees shall maintain their accrued sick time with full and complete carryover into their employment with TriCo, excluding any California supplemental paid sick leave accruals. There shall be no loss of any time or benefits owed, and any unused sick time shall be fully carried over into their new employment with TriCo. There shall be no limits on the total amount of carryover allowed or permitted. Once at TriCo, such benefits shall continue to accrue in the normal course of business, consistent with TriCo’s policies and practices. (f) Those employees of Valley and its Subsidiaries: (i) who (A) are not offered employment by TriCo or its Subsidiaries following the Effective Time, (B) are offered employment by TriCo or its Subsidiaries following the Effective Time but elect not to accept such employment for Good Reason, or (C) terminate their employment with TriCo or its Subsidiaries prior to the first anniversary of the Effective Time for Good Reason, and who, in the case of any of (A), (B) or (C), are not a party to an employment agreement or otherwise entitled to an existing severance package, change in control benefit or payments under any such group medical plan sponsored salary continuation plan, and who sign and deliver (and do not revoke) a termination and release agreement in a form reasonably acceptable to TriCo within forty-five (45) days of the Effective Time; or (ii) who are terminated by TriCo without cause prior to the Company first anniversary of the Effective Time and deliver (and do not revoke) a termination and release agreement in a form reasonably acceptable to TriCo within forty-five (45) days of termination, shall be entitled to receive a single lump sum payment of severance in an amount determined pursuant to the severance schedule attached as Section 6.11(f) of Valley’s Disclosure Schedule (in all cases, based on the employee’s annual base salary at the time of termination of employment and, for purposes of determining the length of service, including both the period of services with Valley and the period of service with TriCo, if any). If Valley or any of its Subsidiaries has any other severance pay plan or arrangement, then any amounts paid pursuant to that plan or arrangement shall reduce the amount that the employee will receive under this Section 6.11(f) and paid by in no event shall there be any duplication of severance pay. Nothing contained in this Section 6.11(f) hereof shall be construed or interpreted to limit or modify in any way TriCo’s or its Subsidiaries’ at will employment policy or provide any third party beneficiary rights to employees of Valley or any of its Subsidiaries. In no event shall severance pay be taken into account in determining the Transitioned Employee amount of any other benefit (including but not limited to, an individual’s benefit under any retirement plan or policy). For purposes of this Section 6.11(f), “Good Reason ” means, with respect to any Valley employee, that TriCo or its Subsidiaries offers the Valley employee a position of employment prior to the Effective Time, or after the Effective Time during and prior to the calendar year first anniversary of the Effective Time., that requires the employee accept either:

Benefit Plans. Parent Buyer shall take assume all reasonable actions necessary obligations under, and Liabilities with respect to, any Benefit Plans set forth on Schedule 8.5(c) (such schedule to allow eligible employees be provided to Sellers by Buyer not later than five (5) Business Days prior to the Bid Deadline) (such plans, the “Buyer Benefit Plans”) consistent with Section 2.3(e) of this Agreement as Assumed Liabilities. The Buyer Benefit Plans shall be assumed by and assigned to Buyer as of the Company that will be employees of Closing Date (or such Buyer Affiliates as Buyer so directs) in the Surviving Corporation (“Transitioned Employees”), to participate manner described in benefit programs which are substantially comparable to those maintained for the benefit of, or offered to, similarly situated employees of Parent, as soon as practicable after the Effective Time, to this Agreement. To the extent permitted by the terms of such Parent benefit plan or any insurance contract or agreement applicable thereto; provided, however, that in the case of plans for which the Company maintains a plan offering the same type of benefit, such participation need not be offered by Parent until the corresponding plan of the Company ceases to be available or service is terminated after the Effective Time. Parent will recognize employment services of each Transitioned Employee with the Company relevant for purposes of eligibility and vesting (vesting, but not benefit accrual) accrual under any employee benefit plan, program, policy or arrangement of Buyer or its Subsidiaries, Buyer shall credit (or cause to be credited) the Buyer Employees for service earned prior to the Closing with Sellers in addition to service earned with Buyer on and after the Closing. To the extent the Buyer Employees and their eligible dependents enroll in any welfare benefit plan of Parent. Each Transitioned Buyer or its Subsidiaries, subject to the terms of any such plan, Buyer shall undertake commercially reasonable efforts to waive, or cause such waiver of, any preexisting condition limitations applicable to such Buyer Employees to the extent that Buyer Employee’s years of service with or eligible dependent’s condition would not have operated as a preexisting condition under the Company and any of its Subsidiaries shall be otherwise recognized for all general employment purposes, including seniority, vacation, personal time and similar general employment purposes; provided, that any vacation time offered applicable corresponding welfare benefit plan as maintained by Parent in the calendar year of the Effective Time to any Transitioned Employee shall be offset by any vacation time used by or paid to a Transitioned Employee by the Company or any of its Subsidiaries in the calendar year of the Effective TimeSellers. In addition, Parent will subject to the terms the applicable welfare benefit plan of Buyer or its Subsidiaries, Buyer shall undertake commercially reasonable efforts to (ai) waive all limitations as to preexisting conditions, exclusions, waiting periods under such welfare benefit plan otherwise applicable to the Buyer Employees and service requirements their eligible dependents, other than waiting periods that are in effect with respect to participation and coverage requirements applicable to Transitioned Employees under any group health plan sponsored by Parent, except such individuals as of the Closing to the extent not satisfied under Sellers’ applicable Benefit Plans, and (ii) provide each Buyer Employee and his or her dependents with corresponding credit under such preexisting conditionswelfare benefit plan for any co-payments and deductibles paid by them under Sellers’ applicable corresponding Benefit Plans during the portion of the respective plan year prior to the Closing. At any time and from time to time after the Execution Date, exclusionSellers and Buyer shall take, waiting period or service requirement had not been satisfied cause to be taken, any and all actions necessary to effectuate the terms of this Section 8.5(c), including taking all action necessary to assign and assume and adopt each Buyer Benefit Plan in the manner contemplated by any such Transitioned Employee this Agreement effective as of the Effective Time under a group health plan sponsored by the Company or any of its Subsidiaries; and (b) provide each Transitioned Employee with credit for any deductible, copayment and out-of-pocket limits applicable to such employees under any such group medical plan sponsored by the Company or any of its Subsidiaries and paid by the Transitioned Employee prior Closing. Prior to the Effective Time during Closing, Sellers shall reasonably cooperate with Buyer and its Affiliates and give commercially reasonable assistance as Buyer may reasonably request in order to effectuate the calendar year of foregoing. Nothing herein shall prohibit Buyer or its Affiliates, as applicable, from terminating, amending, or otherwise affecting any Buyer Benefit Plan, at any time and from time to time following the Effective TimeClosing.

Benefit Plans. Buyer Parent shall take all such reasonable actions necessary to allow eligible employees of the Company that will be employees of the Surviving Corporation (“Transitioned Employees”), to participate in benefit programs which are substantially comparable to those maintained for the benefit of, or offered to, similarly situated employees of Parent, as soon as practicable after the Effective Timeactions, to the extent permitted by Buyer Parent's benefits programs, as are necessary to allow all employees of Seller and its subsidiaries who accept employment with Buyer Parent (collectively, "Seller Employees") to participate in the health, welfare and other benefit programs of Buyer Parent or alternative benefits programs in the aggregate that are substantially equivalent to those applicable to employees of Buyer Parent in similar functions and positions on similar terms (it being understood that equity incentive plans are not considered employee benefits). From and after the Closing Date, Buyer Parent shall grant all Seller Employees credit for all service (to the same extent as service with Buyer Parent is taken into account with respect to similarly situated employees of Buyer Parent) with Seller or its subsidiaries, as applicable, prior to the Closing Date for (i) eligibility and vesting purposes and (ii) for purposes of vacation accrual after the Closing Date as if such service with Seller or its subsidiaries, as applicable, was service with Buyer Parent. Buyer Parent agrees that where applicable with respect to any of its welfare benefit plan plans, including without limitation medical or dental benefit plans, Buyer Parent shall waive any insurance contract or agreement applicable thereto; pre-existing condition exclusion and actively-at-work requirements (provided, however, that no such waiver shall apply to a pre-existing condition of any Seller Employee who was, as of the Closing Date, excluded from participation in the case of plans for which the Company maintains a plan offering maintained by Seller or its subsidiaries by virtue of such pre-existing condition) and similar limitations, eligibility waiting periods and evidence of insurability requirements under any of Buyer Parent's group health plans to the same type of benefit, extent permitted by such participation need not plans. Buyer Parent shall provide that any covered expenses incurred on or before the Closing Date by Seller Employees or such employees' covered dependents shall be offered by Parent until the corresponding plan of the Company ceases to be available or is terminated after the Effective Time. Parent will recognize employment services of each Transitioned Employee with the Company taken into account for purposes of eligibility and vesting (but not benefit accrual) under any benefit plan of Parent. Each Transitioned Employee’s years of service with the Company and any of its Subsidiaries shall be otherwise recognized for all general employment purposes, including seniority, vacation, personal time and similar general employment purposes; provided, that any vacation time offered by Parent in the calendar year of the Effective Time to any Transitioned Employee shall be offset by any vacation time used by or paid to a Transitioned Employee by the Company or any of its Subsidiaries in the calendar year of the Effective Time. In addition, Parent will (a) waive all limitations as to preexisting conditions, exclusions, waiting periods and service requirements with respect to participation and coverage requirements satisfying applicable to Transitioned Employees under any group health plan sponsored by Parent, except to the extent such preexisting conditions, exclusion, waiting period or service requirement had not been satisfied by any such Transitioned Employee as of the Effective Time under a group health plan sponsored by the Company or any of its Subsidiaries; and (b) provide each Transitioned Employee with credit for any deductible, copayment coinsurance and maximum out-of-pocket limits applicable to such employees under any such group medical plan sponsored by provisions after the Company or any of its Subsidiaries and paid by the Transitioned Employee prior Closing Date to the Effective Time during same extent as such expenses are taken into account for the calendar year benefit of the Effective Timesimilarly situated employees of Buyer Parent.

Benefit Plans. (a) From and after the Effective Time and to the extent permissible under tax law requirements applicable to qualified plans, Parent shall take all reasonable actions necessary to allow eligible cause employees of the Company that will be employees of the Surviving Corporation AHB either (“Transitioned Employees”), i) to continue to participate in the Benefit Plans of AHB, or (ii) to participate in employee benefit programs which plans that provide benefits that are substantially comparable similar to those maintained for the benefit of, or offered to, employee benefits provided to similarly situated employees of ParentParent and its Subsidiaries from time to time (“Comparable Benefit Plans”), as soon as practicable after it being understood that inclusion of the Effective Time, employees of AHB in Comparable Benefit Plans may occur at different times with respect to different plans; provided that to the extent permissible under tax law requirements applicable to qualified plans, coverage shall be continued under corresponding Benefit Plans of AHB until such employees are permitted by to participate in Comparable Benefit Plans; and provided further, however, that nothing contained herein shall require Parent or any of its Subsidiaries to make any grants to any former employee of AHB under any discretionary equity compensation plan of Parent, except as otherwise provided in this Agreement. Parent shall cause each Comparable Benefit Plan in which employees of AHB become eligible to participate to recognize, for purposes of determining eligibility to participate in, the terms vesting of benefits and for all other purposes, but not for accrual of or computing benefits, under the Comparable Plans, the service of such Parent benefit plan or any insurance contract or agreement applicable theretoemployees with AHB to the same extent as such service was credited for such purpose by AHB; provided, however, that in the case of plans for which the Company maintains a plan offering the same type of benefit, such participation need service shall not be offered by Parent until recognized to the corresponding plan extent that such recognition would result in a duplication of the Company ceases to be available benefits or is terminated after disallowed under a Comparable Benefit Plan. Except for the commitment to continue those Benefit Plans of AHB that correspond to Comparable Benefit Plans until employees of AHB are included in such Comparable Benefit Plans, nothing herein shall limit the ability of Parent to terminate any of AHB’s Benefit Plans in accordance with and to the extent permitted by their terms at any time permitted by such terms. (b) At and following the Effective Time. , and except as otherwise provided in Section 6.10(b), Parent will recognize employment services shall honor, and the Surviving Bank shall continue to be obligated to perform, in accordance with their terms, all benefit obligations to, and contractual rights of, current and former employees of each Transitioned Employee with AHB and current and former directors of AHB existing as of the Company for purposes Effective Date, as well as all employment, executive severance or “change-in-control” or similar agreements, plans or policies of eligibility and vesting (but not benefit accrualAHB that are set forth on Schedule 6.10(b) under of the AHB Disclosure Schedule, subject to the receipt of any benefit plan of Parent. Each Transitioned Employee’s years of service with the Company and necessary approval from any of its Subsidiaries shall be otherwise recognized for all general employment purposes, including seniority, vacation, personal time and similar general employment purposesBank Regulatory Authority; provided, however, that the foregoing shall not preclude the Parent or the Parent Bank from terminating any vacation plan, policy or agreement set forth on Schedule 6.10(b) consistent with the terms thereof. (c) At such time offered by as employees of AHB become eligible to participate in a Comparable Benefit Plan that provides medical, dental or health benefits, Parent in shall cause each such Comparable Benefit Plan, subject to the calendar year consent of the Effective Time insurer of benefits under each such plan, to any Transitioned Employee shall be offset by any vacation time used by or paid to a Transitioned Employee by the Company or any of its Subsidiaries in the calendar year of the Effective Time. In addition, Parent will (ai) waive all any preexisting condition limitations as to preexisting conditions, exclusions, waiting periods and service requirements with respect to participation and coverage requirements applicable to Transitioned Employees under any group health plan sponsored by Parent, except to the extent such preexisting conditionsconditions are covered under the Comparable Benefit Plan, exclusion, waiting period or service requirement had not been satisfied by any such Transitioned Employee as of the Effective Time under a group health plan sponsored by the Company or any of its Subsidiaries; and (bii) provide each Transitioned Employee with full credit under such plans for any deductibledeductibles, copayment co-payment and out-of-pocket limits expenses incurred by the employees and their dependents during the portion of the calendar year prior to such participation and (iii) waive any waiting period limitation or evidence of insurability requirement that would otherwise be applicable to such employees employee or dependent on or after the Effective Time to the extent such employee or dependent had satisfied any similar limitation or requirement under any such group medical plan sponsored by the Company or any of its Subsidiaries and paid by the Transitioned Employee an analogous Benefit Plan prior to the Effective Time during the calendar year of Time. (d) Immediately prior to the Effective Time, AHB shall, at the written request of Parent, which request, if any, must be delivered no less than twenty (20) days prior to the Effective Time, freeze or terminate such of the Benefit Plans of AHB as is requested by Parent.

Benefit Plans. Parent shall take all reasonable actions necessary to allow eligible employees of (i) During the Company that will be employees of Continuation Period, the Surviving Corporation and its Subsidiaries shall (“Transitioned Employees”)and Parent shall cause the Surviving Corporation and its Subsidiaries to) continue to provide to each Continuing Employee with such employee benefits, excluding severance, as such Continuing Employee is entitled as of immediately prior to participate the Effective Time in benefit programs which accordance the terms of the applicable Employee Plans as in effect immediately prior to the Effective Time. (ii) From the end of the Continuation Period until the first anniversary of the Effective Time, the Surviving Corporation and its Subsidiaries shall (and Parent shall cause the Surviving Corporation and its Subsidiaries to) provide each Continuing Employee with employee benefits that are substantially comparable in the aggregate to those maintained for the benefit of, or offered to, provided to other similarly situated employees of ParentParent and its Subsidiaries. (iii) To the extent that any Employee Plans or any employee benefit plans sponsored by the Surviving Corporation and its Subsidiaries (such plans, the “New Plans”) are made available to any Continuing Employee, the Surviving Corporation and its Subsidiaries shall (and Parent shall cause the Surviving Corporation and its Subsidiaries to) cause to be granted to such Continuing Employee credit for all service with the Company and its Subsidiaries prior to the Effective Time for purposes of eligibility to participate, vesting and entitlement to benefits where length of service is relevant (including for purposes of vacation or other paid time off accrual and severance entitlement), except that such service need not be credited to the extent that it would result in duplication of coverage or benefits for the same period of service. In addition, and without limiting the generality of the foregoing, (i) each Continuing Employee shall be immediately eligible to participate, without any waiting period, in any and all New Plans to the extent that coverage pursuant to any such New Plan replaces coverage pursuant to a corresponding Employee Plan in which such Continuing Employee participates immediately before the Effective Time (such plans, the “Old Plans”); (ii) for purposes of each New Plan providing life insurance, medical, dental, pharmaceutical, vision or disability benefits to any Continuing Employee, the Surviving Corporation shall cause all waiting periods, pre-existing condition exclusions, evidence of insurability requirements and actively-at-work or similar requirements of such New Plan to be waived for such Continuing Employee and his or her covered dependents, and, if applicable in the event of a mid-year replacement of such plans, the Surviving Corporation shall use commercially reasonable efforts to cause any eligible expenses incurred by such Continuing Employee and his or her covered dependents during the portion of the plan year of the Old Plan ending on the date that such Continuing Employee’s participation in the corresponding New Plan begins to be given full credit pursuant to such New Plan for purposes of satisfying all deductible, coinsurance and maximum out-of-pocket requirements applicable to such Continuing Employee and his or her covered dependents for the applicable plan year as soon if such amounts had been paid in accordance with such New Plan; and (iii) credit the accounts of such Continuing Employees pursuant to any New Plan that is a flexible spending plan with any unused balance in the account of such Continuing Employee. Any vacation or paid time off accrued but unused by a Continuing Employee as practicable of immediately prior to the Effective Time shall be credited to such Continuing Employee following the Effective Time, and shall be subject to the Company’s accrual limits and other forfeiture provisions through the end of the Continuation Period. (iv) From and after the Effective Time, to the extent permitted by the terms of such Parent benefit plan or any insurance contract or agreement applicable thereto; provided, however, that in the case of plans for which the Company maintains a plan offering the same type of benefit, such participation need not be offered by Parent until the corresponding plan of the Company ceases to be available or is terminated after the Effective Time. Parent will recognize employment services of each Transitioned Employee with the Company for purposes of eligibility Surviving Corporation and vesting (but not benefit accrual) under any benefit plan of Parent. Each Transitioned Employee’s years of service with the Company and any of its Subsidiaries shall be otherwise recognized for all general employment purposes, including seniority, vacation, personal time (and similar general employment purposes; provided, that any vacation time offered by Parent in shall cause the calendar year of the Effective Time Surviving Corporation and its Subsidiaries to) provide severance benefits to any Transitioned each Continuing Employee shall be offset by any vacation time used by or paid as previously provided to a Transitioned Employee by the Company or any of its Subsidiaries in the calendar year of the Effective Time. In addition, Parent will (a) waive all limitations as to preexisting conditions, exclusions, waiting periods and service requirements with respect to participation and coverage requirements applicable to Transitioned Employees under any group health plan sponsored by Parent, except to the extent such preexisting conditions, exclusion, waiting period or service requirement had not been satisfied by any such Transitioned Employee as of the Effective Time under a group health plan sponsored by the Company or any of its Subsidiaries; and (b) provide each Transitioned Employee with credit for any deductible, copayment and out-of-pocket limits applicable to such employees under any such group medical plan sponsored by the Company or any of its Subsidiaries and paid by the Transitioned Employee prior to the Effective Time during the calendar year of the Effective Time.

Benefit Plans. To the extent not otherwise required by ------------- law, for a period of one year after the Effective Time Parent shall take all reasonable actions necessary intends to allow eligible keep in place Company welfare plans and fringe benefit plans on terms not materially less favorable to employees of the Company that will be as were in effect as of the date of this Agreement. Parent may include Company employees in Parent's welfare plans (within the meaning of Section 3(1) of ERISA) and fringe benefit plans on the same basis and terms as Parent employees and, in any event, with respect to particular welfare plans of Parent, upon the termination of the equivalent Company welfare plans; and until such time of inclusion, Parent intends to cause the Surviving Corporation to maintain in effect, on terms not materially less favorable to employees of the Company as were in effect at the date of this Agreement, all existing employee plans of the Company. All welfare benefit plans of Parent or the Surviving Corporation in which the Company's employees participate after the Effective Time shall (“Transitioned Employees”)i) recognize expenses and claims that were incurred by the Company's employees in the year in which the Effective Time occurs and entitle Company employees to applicable copayments and deductibles, to participate if any, at a rate not higher than that in effect under the corresponding welfare benefit programs which are substantially comparable to those maintained for plan of the benefit of, or offered to, similarly situated employees of Parent, as soon as practicable after Company in effect at the Effective Time, and (ii) provide coverage for preexisting health conditions to the extent permitted by covered under the terms of such Parent benefit plan applicable plans or any insurance contract or agreement applicable thereto; provided, however, that in the case of plans for which the Company maintains a plan offering the same type of benefit, such participation need not be offered by Parent until the corresponding plan programs of the Company ceases to be available or is terminated after the Effective Time. Parent will recognize employment services of each Transitioned Employee with the Company for purposes of eligibility and vesting (but not benefit accrual) under any benefit plan of Parent. Each Transitioned Employee’s years of service with the Company and any of its Subsidiaries shall be otherwise recognized for all general employment purposes, including seniority, vacation, personal time and similar general employment purposes; provided, that any vacation time offered by Parent in the calendar year of the Effective Time to any Transitioned Employee shall be offset by any vacation time used by or paid to a Transitioned Employee by the Company or any of its Subsidiaries in the calendar year as of the Effective Time. In addition, Parent will (a) waive all limitations as to preexisting conditions, exclusions, waiting periods and service requirements with respect to participation and coverage requirements applicable to Transitioned Employees for eligibility purposes under any group health plan sponsored by plans of the Surviving Corporation or the Parent, except service by an Employee for the Company prior to the Effective Time shall be taken into account to the same extent such preexisting conditionsas service for the Parent; provided, exclusion, waiting period or service requirement had not been satisfied by that nothing hereby shall require the -------- inclusion any such Transitioned Employee in any such plan prior to the Effective Time, and further provided, that in determining the amount of vacation pay owed to any ------- -------- such Employee from and after the Effective Time under the applicable terms of the vacation pay plan of the Surviving Corporation or the Parent (which terms need not be comparable to the terms of the vacation plan or policy of the Company), credit shall be given for such Employee's service for the Company prior to the Effective Time. Employees of the Company as of the Effective Time under a group health plan sponsored by shall be permitted to participate in Parent's Employee Stock Purchase Plan (if any) commencing on the Company or any of its Subsidiaries; and (b) provide each Transitioned Employee with credit for any deductible, copayment and out-of-pocket limits applicable to such employees under any such group medical plan sponsored by the Company or any of its Subsidiaries and paid by the Transitioned Employee prior to the Effective Time during the calendar year of first enrollment date following the Effective Time, subject to compliance with the eligibility provisions of such plan (with employees receiving credit, for purposes of such eligibility provisions, for service with the Company).

Benefit Plans. Parent shall take all reasonable actions necessary to allow eligible employees of the Company that will be employees of the Surviving Corporation (“Transitioned Employees”), to participate in benefit programs which are substantially comparable to those maintained for the benefit of, or offered to, similarly situated employees of Parent, as a) As soon as administratively practicable after the Effective Time, Parent shall take all reasonable action so that employees of the Company and its Subsidiaries shall be entitled to participate in each employee benefit plan, program or arrangement of Parent of general applicability (the "Parent Benefits Plans") to the same extent permitted as similarly-situated employees of Parent and its Subsidiaries (it being understood that inclusion of the employees of the Company and its Subsidiaries in the Parent Benefits Plans may occur at different times with respect to different plans), provided, however, that nothing contained herein shall require Parent or any of its Subsidiaries to make any grants to any former employee of the Company or its Subsidiaries under any discretionary equity compensation plan of Parent. Parent shall cause each Parent Benefits Plan in which employees of the Company and its Subsidiaries are eligible to participate to recognize, for purposes of determining eligibility to participate in, the vesting of benefits and for all other purposes (but not for accrual of pension benefits other than 401(k) benefits) under the Parent Benefit Plans, the service of such employees with the Company and its Subsidiaries to the same extent as such service was credited for such purpose by the terms of such Parent benefit plan or any insurance contract or agreement applicable theretoCompany; provided, however, that in the case of plans for which the Company maintains a plan offering the same type of benefit, such participation need service shall not be offered by recognized to the extent that such recognition would result in a duplication of benefits or in a violation of any applicable non-discrimination rules. (b) At and following the Effective Time, Parent until shall honor, and the corresponding plan Surviving Corporation shall continue to be obligated to perform, in accordance with their terms, all benefit obligations to, and contractual rights of, current and former employees of the Company ceases to be available and its Subsidiaries existing as of the Effective Date, as well as all employment, severance, deferred compensation, split dollar, supplemental retirement or is terminated "change-in-control" agreements, plans or policies of the Company which are Previously Disclosed; provided that nothing herein shall limit the ability of Parent, after the Effective Time, to amend or terminate any of the Company's Benefits Plans in accordance with their terms at any time; and provided further, that Section II (a) of the Employment Continuity Agreements of Messrs. McKim, Lay, Xxxxxx and Xxxxxxxxx (collectively, the "ECA Agreements") shall be amended as of the Effective Time (i) to establish the "base amount" as their respective base salaries as of December 31, 2004, (ii) to extend the 30 day period referred to therein to 24 months. Parent acknowledges that the consummation of the Merger will recognize employment services constitute a "change-in-control" of each Transitioned Employee with the Company for purposes of eligibility any employee benefit plans, agreements and vesting (but not benefit accrual) under any benefit plan arrangements of Parent. Each Transitioned Employee’s years of service with the Company and (iii) to change the reference in Section IX thereof to "Xxxxxxx County, Maine" to "any of its Subsidiaries shall be otherwise recognized for all general employment purposesKnox, including seniorityLincoln, vacationXxxxxxx or Washington counties, personal time and similar general employment purposes; provided, that any vacation time offered by Parent in the calendar year Maine." (c) If employees of the Effective Time to any Transitioned Employee shall be offset by any vacation time used by or paid to a Transitioned Employee by the Company or any of its Subsidiaries become eligible to participate in the calendar year a medical, dental or health plan of the Effective Time. In additionParent, Parent will shall cause each such plan to (ai) waive all any preexisting condition limitations as to preexisting conditions, exclusions, waiting periods and service requirements with respect to participation and coverage requirements applicable to Transitioned Employees under any group health plan sponsored by Parent, except to the extent such preexisting conditionsconditions covered under the applicable medical, exclusionhealth or dental plans of Parent, waiting period or service requirement had not been satisfied by any such Transitioned Employee as of the Effective Time under a group health plan sponsored by the Company or any of its Subsidiaries; and (bii) provide each Transitioned Employee with full credit under such plans for any deductibledeductibles, copayment co-payment and out-of-pocket limits expenses incurred by the employees and their beneficiaries during the portion of the calendar year prior to such participation, and (iii) waive any waiting period limitation or evidence of insurability requirement which would otherwise be applicable to such employee on or after the Effective Time to the extent such employee had satisfied any similar limitation or requirement under an analogous Plan prior to the Effective Time. (d) For the two year period following the Effective Time, Parent shall provide all employees under of the Company and its Subsidiaries whose employment is terminated by Parent or a Parent Subsidiary other than for cause, disability or retirement at or following the Effective Time, and who so desires, job counseling and outplacement assistance services to a reasonable extent and for a reasonable period of time following such employees' termination of employment, and, shall, to a reasonable extent, assist any such group medical plan sponsored by the Company employees in locating new employment and shall notify all such employees who request to be so notified of opportunities for positions with Parent or any of its Subsidiaries for which Parent reasonably believes such persons are qualified and paid shall consider any application for such positions submitted by such persons, provided, however, that any decision to offer employment to any such person shall be made in the Transitioned Employee prior sole discretion of Parent. For purposes of this Section 6.12(d) and Section 6.12(e) below, a termination other than for cause shall include, but not be limited to, resignation following a reduction in pay or assignment to a work site located more than 20 miles from the Effective Time during the calendar year employee's work site as of the Effective Time. (e) All employees of the Company or a Company Subsidiary as of the Effective Time shall become employees of Parent or a Parent Subsidiary as of the Effective Time, and Parent or a Parent Subsidiary will use its reasonable best efforts to give such persons (other than any such person who is party to an employment agreement, a severance agreement or a special termination agreement, including an ECA Agreement) at least 60 days prior written notice of any job elimination after the Effective Time for a period of 90 days following the Effective Time. Subject to such 60 day notice requirement, Parent or a Parent Subsidiary shall have no obligation to continue the (f) As soon as practicable after the date hereof, the Company's Board of Directors shall take such corporate action as is necessary to terminate the First National Bank of Bar Harbor Employee Stock Ownership Plan (the "Company ESOP") and provide that the account of each participant in the Company ESOP shall become fully vested and nonforfeitable, in each case effective as of the Effective Time and subject to the consummation of the Merger. Following the Effective Time, the Parent shall be the sponsor of the Company ESOP and shall take any and all such further actions as may be necessary to terminate the Company ESOP and distribute the assets of the Company ESOP to participants in the Company ESOP as soon as reasonably practicable after the receipt of a favorable determination letter on termination of the Company ESOP from the IRS confirming the qualified status of the Company ESOP upon termination, and Parent shall take the action necessary (including any amendment of Parent's 401(k) plan) to permit the participants who are employees of Parent or its Subsidiaries as of the date of such distribution to roll any eligible rollover distributions over into Parent's 401(k) plan. As soon as practicable after the date hereof, if permitted by the applicable procedures of the Internal Revenue Service, the Company shall apply to the IRS for a favorable determination letter on the tax-qualified status of the Company ESOP on termination of the Company ESOP.

Benefit Plans. Parent (a) Purchaser shall pay or cause the POC Companies or their successors to pay severance benefits in accordance with the Schlumberger Severance Program (based on service recognized pursuant to such program plus service with Purchaser and/or the POC Companies or their successors following the POC Closing Date) to any POC Employee whose employment is terminated in less than twelve (12) months after the Closing Date, except for any employees: (i) who shall be terminated by the POC Companies or their successors for Cause (as defined in the Schlumberger Severance Program), (ii) who voluntarily terminate their employment with the POC Companies or their successors other than for Good Reason, or (iii) who were employed for a fixed time period and are terminated upon expiration of that time period. Purchaser shall also pay repatriation benefits in accordance with Schlumberger's policies as in effect on the Closing Date to any POC Employee terminated outside of his country of origin within 12 months of the POC Closing Date. Purchaser shall be responsible for any liabilities associated with the termination of employment of any POC Employee following the Closing Date. Purchaser agrees that POC Employees will receive the benefit of any vacation accrued under the applicable Schlumberger vacation policy as of the Closing Date, either through a cash-out of such accrual or through actual paid time off. (b) Effective as of the end of the Benefits Transition Period with respect to the Schlumberger Health Plan and the Schlumberger Short-Term Disability Plan, and effective as of the POC Closing Date with respect to the other Seller Welfare Benefit Plans, Purchaser shall take all reasonable actions necessary or appropriate to allow extend coverage to POC Employees who are covered under the Seller Welfare Benefit Plans on the Closing Date (and their covered dependents) under the Purchaser Welfare Benefit Plans. POC Employees (and their dependents covered under the Applicable Seller Welfare Plans) shall be eligible employees of the Company that will be employees of the Surviving Corporation (“Transitioned Employees”), to participate in the Purchaser Welfare Benefit Plans without regard to any eligibility period, waiting period, evidence of insurability requirements or pre-existing condition limitations and to the extent that the POC Employees provide appropriate evidence of same, shall be given credit under the Purchaser Welfare Benefit Plans for amounts paid under a corresponding Applicable Seller Welfare Benefit Plan or Subsidiary Plan during the same period for purposes of applying deductibles, co-payments and out-of-pocket maximums as though such amounts had been paid in accordance with the terms and conditions of the applicable Purchaser Welfare Benefit Plan. (c) Following the Closing Date, Purchaser and/or the POC Companies and/or their successors shall retain or, as applicable, assume sponsorship of, and responsibility for, all Subsidiary Plans, provided that (i) Seller shall remain solely responsible for any and all liabilities arising under the VCP submission with respect to the Production Operators Inc. Thrift Plan (the "POI Thrift Plan") described in Schedule 2.16 (and the POC Companies balance sheet will be adjusted to reflect the elimination of the liability accrued in anticipation of this filing), and Seller shall take all action necessary to complete such VCP submission as soon as practicably possible following the date hereof, (ii) Purchaser shall freeze benefit accruals under the POI Thrift Plan upon termination of the Benefit Transition Period, however, pursuant to the Transition Services Agreement, the POI Thrift Plan shall remain a part of the Schlumberger Master Profit-Sharing Trust until December 31, 2001, and (iii) Seller shall pay pro-rated bonuses to employees participating in the Subsidiary Plans that are Bonus Plans as described in Section 5.2(e). Purchaser shall ensure that: (A) POC Employees (and their eligible dependents) shall participate in the employee benefit plans, policies, programs which are substantially comparable and arrangements maintained from time to those maintained time by Purchaser for the benefit of, or offered to, of similarly situated employees of ParentPurchaser (collectively, the "Purchaser Plans"), which Purchaser Plans may include the Subsidiary Plans, on terms and conditions which, subject to the provisions of this Section 5.2, are substantially the same as soon as practicable after applied to other similarly situated employees of Purchaser, and (B) POC Employees shall be given credit under the Effective Time, Purchaser Plans and the Purchaser Welfare Benefit Plans for their service with Seller and the POC Companies and their predecessors for all purposes to the extent permitted by such service was taken into account under a corresponding POC Companies Plan as of the Closing Date. (d) Effective as of the Closing Date: (i) the Purchaser shall assume all liabilities and obligations, with respect to any POC Employees, as may arise under the terms of any individual employment or severance agreements other than liabilities for any amounts payable by any of the POC Companies solely as a result of the consummation of the transactions contemplated by the Agreement, (ii) the Purchaser shall become the successor in interest to such Parent benefit plan agreements, and (iii) Schlumberger shall no longer be a guarantor of any obligations arising under such agreements with respect to such employees or any insurance contract former employees. (e) Purchaser shall pay and be responsible for the payment of all amounts which may be or agreement applicable theretobecome due to POC Employees under the Bonus Plans (other than the Schlumberger Performance Incentive Plan, Target Variable Incentive Plan and the Target Variable Compensation Plan), including, but not limited to, pro- rated awards thereunder to POC Employees who are terminated or constructively terminated by Purchaser on or after the Closing Date; provided, however, that the Purchaser may substitute its own bonus arrangement following the Closing Date. Seller shall pay to POC Employees participating in the case of plans for which Schlumberger Performance Incentive Plan, Target Variable Incentive Plan and the Company maintains a plan offering the same type of benefit, such participation need not be offered by Parent until the corresponding plan Target Variable Compensation Plan bonuses based on performance as of the Company ceases Closing Date, and Purchaser shall have no liability for any bonuses pursuant to be available such plans. (f) For any POC Employees who terminate employment on or is terminated after the Effective Time. Parent will recognize employment services of each Transitioned Employee Benefits Transition Period, Purchaser shall be responsible for administering compliance with the Company continuation coverage requirements for purposes of eligibility and vesting (but not benefit accrual) "group health plans" under any benefit plan of Parent. Each Transitioned Employee’s years of service with the Company and any of its Subsidiaries shall be otherwise recognized for all general employment purposes, including seniority, vacation, personal time and similar general employment purposes; provided, that any vacation time offered by Parent in the calendar year Title X of the Effective Time to any Transitioned Employee shall be offset by any vacation time used by or paid to a Transitioned Employee by the Company or any Consolidated Omnibus Reconciliation Act of its Subsidiaries 1985, as amended ("COBRA"). (g) The parties acknowledge and agree that all provisions contained in the calendar year of the Effective Time. In addition, Parent will (a) waive all limitations as to preexisting conditions, exclusions, waiting periods and service requirements this Agreement with respect to participation and coverage requirements applicable to Transitioned Employees under any group health plan sponsored by Parent, except to employee benefit plans or employee compensation are included for the extent such preexisting conditions, exclusion, waiting period or service requirement had not been satisfied by any such Transitioned Employee as sole benefit of the Effective Time under a group health plan sponsored by respective parties hereto and shall not create any right in any other Person, including, without limitation, any employees of the Company POC Companies, any participant in any POC Companies Plans or any of its Subsidiaries; and (b) provide each Transitioned Employee with credit for any deductible, copayment and out-of-pocket limits applicable to such employees under any such group medical plan sponsored by the Company or any of its Subsidiaries and paid by the Transitioned Employee prior to the Effective Time during the calendar year of the Effective Timebeneficiary thereof.

Benefit Plans. Parent shall take all reasonable actions necessary to allow eligible employees of the Company that will be employees of the Surviving Corporation (“Transitioned Employees”), to participate in benefit programs which are substantially comparable to those maintained for the benefit of, or offered to, similarly situated employees of Parent, as soon as practicable a) From and after the Effective Time, Bank agrees that any Employees who continue employment with Bank (such Employees “Continuing Employees”) will be eligible to the extent permitted by the terms of such Parent benefit plan or any insurance contract or agreement applicable thereto; provided, however, that participate in the case employee benefit plans of plans for which the Company maintains a plan offering Bank and Parent on substantially the same type terms and conditions of benefitsimilarly situated employees of Bank. With respect to Bank employee benefit plans similar to ARB employee benefit plans, Bank will cause such participation need not be offered by Parent until the corresponding plan of the Company ceases employee benefit plans to be available or is terminated after the Effective Time. Parent will recognize employment services of each Transitioned Employee with the Company take into account for purposes of eligibility eligibility, vesting and vesting benefit levels (but not benefit accrual) under any benefit plan of Parent. Each Transitioned Employee’s years of thereunder service by such Continuing Employees at ARB as if such service were with the Company and any of its Subsidiaries shall be otherwise recognized for all general employment purposes, including seniority, vacation, personal time and similar general employment purposes; provided, that any vacation time offered by Parent in the calendar year of the Effective Time to any Transitioned Employee shall be offset by any vacation time used by or paid to a Transitioned Employee by the Company or any of its Subsidiaries in the calendar year of the Effective Time. In addition, Parent will Bank (a) waive all limitations as to preexisting conditions, exclusions, waiting periods and service requirements with respect to participation and coverage requirements applicable to Transitioned Employees under any group health plan sponsored by Parent, except to the extent such preexisting conditions, exclusion, waiting period it would result in a duplication of benefits). Nothing herein shall limit the ability of Bank to (i) amend or service requirement had not been satisfied by terminate any such Transitioned Employee as of the Effective Time under a group health plan sponsored by Benefit Plans in accordance with their terms at any time or (ii) to retain or terminate the Company or employment of any of its Subsidiaries; and particular Employee. (b) provide If any of the Continuing Employees or Short Term Employees of ARB become eligible to participate in a medical, dental or health plan of Bank or Parent, Bank and Parent shall use commercially reasonable efforts to cause, to the extent practicable, each Transitioned Employee with credit for such plan to (i) waive any preexisting condition limitations to the extent such conditions were covered under the applicable medical, dental or health plans of ARB, (ii) honor under such plans any deductible, copayment co-payment and out-of-pocket limits applicable expenses incurred by such Continuing Employees or Short Term Employees and their respective beneficiaries during the portion of the calendar year prior to such employees under participation and (iii) waive any waiting period limitation or evidence of (c) Effective as of no later than the day immediately preceding the Effective Time, ARB shall provide Parent with evidence that its 401(k) Profit Sharing Plan is in the process of being terminated and/or ARB is exiting such plan pursuant to resolutions of ARB Board that are effective as of no later than the day immediately preceding the Effective Time, provided, however, that the effectiveness of such termination may be conditioned on the consummation of the Merger. The form and substance of such resolutions shall be subject to the review and reasonable and timely approval of Parent. ARB also shall take such other actions in furtherance of terminating or separating from its 401(k) Profit Sharing Plan as Parent may reasonably require, provided, however, that the effectiveness of any such group medical actions may be conditioned on the consummation of the Merger. Parent shall, and shall cause its Affiliates to, designate a tax- qualified defined contribution plan sponsored by the Company of Parent or any one of its Subsidiaries Affiliates (such plan(s), the “Parent 401(k) Savings Plan”) that either (i) currently provides for the receipt from Continuing Employees of “eligible rollover distributions” (as such term is defined under Section 402 of the Code) or (ii) shall be amended as soon as practicable following the Effective Time to provide for the receipt from the Continuing Employees of eligible rollover distributions. Each Continuing Employee or Short Term Employee who is a participant in the ARB’s 401(k) Profit Sharing Plan shall be given the opportunity to receive a distribution of his or her account balance and paid by shall be given the Transitioned Employee opportunity to elect to “roll over” such account balance (including direct rollover of any outstanding plan loans) to the Parent 401(k) Savings Plan, subject to and in accordance with the provisions of such plan(s) and applicable law. (d) In connection with the Salary Continuation Agreements, Bank will assume such agreements at the Effective Time and will honor them in accordance with their terms with the express understanding of all the parties that such agreement are unsecured obligations of the Bank. In connection with the ARB Deferred Compensation Plan, Parent will assume such plan and the participant account balances thereunder as of the Effective Time with the express understanding of all the parties that the participant accounts under such plan are unsecured obligations of Parent. (e) Immediately prior to the Effective Time during Time, ARB shall make or caused to be made a severance payment to each Employee who is identified by Bank as not being either a Continuing Employee or a Short Term Employee. The amount of the calendar severance payment to a non- continuing Employee (other than any such Employee with a Change in Control Agreement) shall be equal to two weeks of his or her current salary for each full year of service worked by such Employee for ARB or AR Bank with a minimum of four weeks and a maximum of 52 weeks of salary. No Employee receiving any payments under a Change in Control Agreement shall be entitled to any payment under this Section 6.10(e). (f) Any ARB employee who (i) receives an offer of ongoing regular employment with Bank at a salary commensurate with his or her current salary and declines such offer or (ii) accepts such an offer of continuing full time employment but (A) voluntarily terminates while employed by Bank or (B) is terminated for cause by the Effective TimeBank shall not be entitled to any severance payment pursuant to Section 6.10.

Benefit Plans. Parent shall take After the Effective Time of the Merger, all reasonable actions necessary to allow eligible employees of Xxxxx, the Company that will Xxxxx Subsidiaries, any Xxxxx Non-Controlled Subsidiaries and any Subsidiary thereof who are employed by the Surviving Entity or any of the Surviving Entity's Subsidiaries shall be eligible to participate in substantially the same manner as other similarly situated employees of the Surviving Corporation Entity or any of the Surviving Entity's Subsidiaries who were formerly employees of Archstone in any Pension Plan or Welfare Plan sponsored or maintained by the Surviving Entity or the Surviving Trust after the Effective Time of the Merger (“Transitioned Employees”)the "Survivor Plans") or, if Archstone determines it is not practicable for such employees to do so immediately after the Effective Time of the Merger, then such employees shall continue to be eligible to participate in benefit programs Employee Plans which constitute Pension Plans or Welfare Plans which are substantially comparable continued by the Surviving Entity or the Surviving Trust until such time as Archstone determines it is practicable to those maintained include them in the Survivor Plans as contemplated above. With respect to each Survivor Plan, service with Xxxxx or any Xxxxx Subsidiary (as applicable) and the predecessor of any of them shall be included for purposes of determining eligibility to participate, vesting (if applicable) and determination of the level of entitlement to (other than benefit ofaccrual under a defined benefit plan), or offered to, similarly situated employees of Parent, as soon as practicable after the Effective Time, benefits under such Survivor Plans to the extent permitted by the terms of such Parent benefit plan service was taken into account for similar purposes under a corresponding Employee Plan. Archstone shall, or any insurance contract or agreement applicable thereto; provided, however, that in the case of plans for which the Company maintains a plan offering the same type of benefit, such participation need not be offered by Parent until the corresponding plan of the Company ceases to be available or is terminated after the Effective Time. Parent will recognize employment services of each Transitioned Employee with the Company for purposes of eligibility and vesting (but not benefit accrual) under any benefit plan of Parent. Each Transitioned Employee’s years of service with the Company and any of shall cause its Subsidiaries shall be otherwise recognized for all general employment purposesto, including seniority, vacation, personal time and similar general employment purposes; provided, that any vacation time offered by Parent in the calendar year of the Effective Time to any Transitioned Employee shall be offset by any vacation time used by or paid to a Transitioned Employee by the Company or any of its Subsidiaries in the calendar year of the Effective Time. In addition, Parent will (ai) waive all limitations as to preexisting conditions, exclusions, exclusions and waiting periods and service requirements with respect to participation and coverage requirements of the Survivor Plan which is applicable to Transitioned Employees all employees of Xxxxx, the Xxxxx Subsidiaries, any Xxxxx Non-Controlled Subsidiaries or any Subsidiary thereof who are employed by the Surviving Entity under any group health plan sponsored by ParentWelfare Plan that such employees may be eligible to participate in after the Effective Time of the Merger, except other than limitations or waiting periods that are in effect with respect to the extent such preexisting conditions, exclusion, waiting period or service requirement had not been satisfied by any such Transitioned Employee employees as of the Effective Time of the Merger under a group health plan sponsored Corresponding Employee Plan and that have not been satisfied as of the Effective Time of the Merger, and (ii) provide each such employee of Xxxxx, the Xxxxx Subsidiaries, any Xxxxx Non-Controlled Subsidiaries or any Subsidiary thereof who is employed by the Company Surviving Entity or any of its Subsidiaries; and (b) provide each Transitioned Employee the Surviving Entity's Subsidiaries with credit for any deductible, copayment co-payments and out-of-pocket limits applicable to such employees under any such group medical deductibles paid during the plan sponsored by the Company or any of its Subsidiaries and paid by the Transitioned Employee year prior to the Effective Time during the calendar year of the Merger under a corresponding Employer Plan for purposes of satisfying any applicable deductible or out-of- pocket requirements under any Survivor Plan which is a Welfare Plan that such employees are eligible to participate in after the Effective TimeTime of the Merger.

Benefit Plans. Parent shall take (a) Except as set forth in Schedule 12, neither DLCM nor DLCT has established, maintained or contributed to any Benefit Plans and neither DLCM nor DLCT has proposed any Benefit Plans to which either would contribute, nor proposed any changes to any Benefit Plans now in effect (all reasonable actions necessary to allow eligible employees of the Company that preceding set forth in Schedule 12 referred to collectively hereinafter as “DLC’s Benefit Plans”). True and correct copies and descriptions of all of DLC’s Benefit Plans, all employees affected or covered by DLC’s Benefit Plans and all liabilities and obligations thereunder which will be employees in effect at the Effective Time are attached to Schedule 12. (b) If permitted or required by Applicable Law, all of DLC’s Benefit Plans have been submitted in good faith to meet the Surviving Corporation applicable requirements of ERISA and the Code to the Internal Revenue Service for its approval within the time prescribed therefor under applicable federal regulations. Favorable letters of determination of such tax-qualified status from the Internal Revenue Service are attached to Schedule 12. (“Transitioned Employees”)c) With respect to each DLC Benefit Plan, each of DLCM and DLCT will have made, at or prior to participate in benefit programs which are substantially comparable to those maintained for the benefit of, or offered to, similarly situated employees of Parent, as soon as practicable after the Effective Time, to the extent permitted by the terms of such Parent benefit plan or any insurance contract or agreement applicable thereto; provided, however, that in the case of plans for which the Company maintains a plan offering the same type of benefit, such participation need not be offered by Parent until the corresponding plan of the Company ceases all payments required to be available made by them at or is terminated after the Effective Time. Parent will recognize employment services of each Transitioned Employee with the Company for purposes of eligibility and vesting (but not benefit accrual) under any benefit plan of Parent. Each Transitioned Employee’s years of service with the Company and any of its Subsidiaries shall be otherwise recognized for all general employment purposes, including seniority, vacation, personal time and similar general employment purposes; provided, that any vacation time offered by Parent in the calendar year of prior to the Effective Time to any Transitioned Employee shall be offset by any vacation time used by or paid to a Transitioned Employee by the Company or any of its Subsidiaries and will have accrued (in the calendar year of the Effective Time. In addition, Parent will (aaccordance with GAAP) waive all limitations as to preexisting conditions, exclusions, waiting periods and service requirements with respect to participation and coverage requirements applicable to Transitioned Employees under any group health plan sponsored by Parent, except to the extent such preexisting conditions, exclusion, waiting period or service requirement had not been satisfied by any such Transitioned Employee as of the Effective Time under all payments due but not yet payable as of the Effective Time, so there will not have been, nor will there be, any Accumulated Funding Deficiencies (as defined in ERISA and the Code) or waivers of such deficiencies. (d) The Purchaser has received a group health plan sponsored by true and correct copy of the Company most current Form 5500 and any other form or filing required to be submitted to any Governmental Authority with regard to any of its Subsidiaries; DLC’s Benefit Plans and (b) provide each Transitioned Employee the most current actuarial report with credit for any deductible, copayment and out-of-pocket limits applicable regard to such employees under any such group medical plan sponsored by the Company or any of its Subsidiaries DLC’s Benefit Plans. All of DLC’s Benefit Plans are, and paid by have been, operated in full compliance with their provisions and with all Applicable Laws including ERISA and the Transitioned Employee prior Code and the regulations and rulings thereunder. DLCM, DLCT and all fiduciaries of DLC’s Benefit Plans have complied with the provisions of DLC’s Benefit Plans and with all Applicable Laws including ERISA and the Code and the regulations and rulings thereunder. (e) There have been no Reportable Events (as defined in ERISA), no events described in Sections 4062, 4063 or 4064 of ERISA, and no termination or partial termination (including any termination or partial termination attributable to the Effective Time during sale of the calendar year Shares) of any of DLC’s Benefit Plans. There would be no liability of DLCM or DLCT under Title IV of ERISA if any of DLC’s Benefit Plans were terminated as of the Effective Time. (f) Neither DLCM nor DLCT has incurred, or will incur, any withdrawal liability, nor does DLCM or DLCT have any contingent withdrawal liability, under ERISA to any Multiemployer Plan (as defined in ERISA and the Code). Neither DLCM nor DLCT has incurred, or will incur, any liability to the Pension Benefit Guaranty Corporation (or any successor thereto). (g) Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (i) result in any payment (including severance, unemployment compensation, golden parachute or otherwise) becoming due from DLCM or DLCT under any of DLC’s Benefit Plans, (ii) increase any benefits otherwise payable under any of DLC’s Benefit Plans, or (iii) result in the acceleration of the time of payment or vesting of any such benefits to any extent. (h) There are no pending actions, claims or lawsuits which have been asserted or instituted against any of DLC’s Benefit Plans, the assets of any of the trusts under such plans, the plan sponsor, the plan administrator or against any fiduciary of any of DLC’s Benefit Plans (other than routine benefit claims) nor does DLCM or DLCT have knowledge of facts which could form the basis for any such action, claim or lawsuit. There are no investigations or audits of any of DLC’s Benefit Plans, any trusts under such plans, the plan sponsor, the plan administrator or any fiduciary of any of DLC’s Benefit Plans which have been threatened or instituted, nor does DLCM or DLCT have knowledge of facts which could form the basis for any such investigation or audit. (i) Except as disclosed in Schedule 12, no event has occurred or will occur which will result in liability to DLCM or DLCT in connection with any Benefit Plan established, maintained, or contributed to (currently or previously) by DLCM or DLCT or by any other entity which, together with DLCM or DLCT, constitute elements of either (i) a controlled group of corporations (within the meaning of Section 414(b) of the Code), (ii) a group of trades or businesses under common control (within the meaning of Sections 414(c) of the Code or 4001 of ERISA), (iii) an affiliated service group (within the meaning of Section 414(m) of the Code), or (iv) another arrangement covered by Section 414(o) of the Code.

Benefit Plans. (a) Parent agrees that, during the period commencing at the Effective Time and continuing for a reasonable period thereafter, the employees of Company and its Subsidiaries will continue to be provided with benefits under employee benefit plans (other than stock option or other plans involving the potential issuance of securities) which on average are substantially as favorable in the aggregate as those currently provided by Company and its Subsidiaries to such employees (except with respect to the 401(k) plan as provided below). (b) Unless Parent consents otherwise in writing, Company shall take all reasonable actions action necessary to allow eligible terminate, or cause to be terminated, before the Effective Time, any Company Employee Plan that is a 401(k) plan or other defined contribution retirement plan. Parent shall permit the rollover of the accounts of participants in the Company 401(k) plans to the Parent 401(k) plan (including outstanding loans of those participants who became employees of the Company that will be Parent or any of its Subsidiaries, or who remain employees of the Surviving Corporation (“Transitioned Employees”), to participate in benefit programs which are substantially comparable to those maintained for the benefit of, or offered to, similarly situated employees of Parent, as soon as practicable after the Effective Time, to the extent permitted by the terms of such Parent benefit plan or any insurance contract or agreement applicable thereto; provided, however, that in of its Subsidiaries). (c) Upon the case of plans for which the Company maintains a plan offering the same type of benefit, such participation need not be offered by Parent until the corresponding plan termination of the Company ceases to be available welfare plans, Parent shall include Company employees in Parent's welfare plans (within the meaning of Section 3(1) of ERISA) and fringe benefit plans on the same basis and terms as similarly situated Parent employees currently participate. All welfare benefit plans of Parent or is terminated after the Effective Time. Parent will recognize employment services Surviving Corporation in which employees of each Transitioned Employee with the Company for purposes of eligibility and vesting (but not benefit accrual) under any benefit plan of Parent. Each Transitioned Employee’s years of service with the Company and any of its Subsidiaries shall be otherwise recognized for all general employment purposes, including seniority, vacation, personal time and similar general employment purposes; provided, that any vacation time offered by Parent in the calendar year of the Effective Time to any Transitioned Employee shall be offset by any vacation time used by or paid to a Transitioned Employee by the Company or any of its Subsidiaries participate after the Effective Time shall (i) recognize expenses and claims that were incurred by such employees in the calendar year in which the Effective Time occurs toward applicable co-payments, out of pocket maximums and deductibles, and (ii) provide coverage for preexisting health conditions to the extent covered under the applicable plans or programs of Company or any of its Subsidiaries as of the Effective Time. In addition, Parent will for eligibility purposes (a) waive all limitations as to preexisting conditionsincluding waiting period and evidence of insurability), exclusions, waiting periods and service requirements with respect to participation and coverage requirements applicable to Transitioned Employees under any group health plan sponsored by plans of the Surviving Corporation or Parent, except to the extent such preexisting conditions, exclusion, waiting period or service requirement had not been satisfied by any such Transitioned Employee as of the Effective Time under a group health plan sponsored by the Company or any of its Subsidiaries; and (b) provide each Transitioned Employee with credit an employee for any deductible, copayment and out-of-pocket limits applicable to such employees under any such group medical plan sponsored by the Company or any of its Subsidiaries and paid by the Transitioned Employee any predecessor prior to the Effective Time during shall be taken into account to the calendar year same extent as service for Parent; provided, -------- however, that nothing herein shall require the inclusion of any such ------- employee in any such plan prior to the Effective Time, and provided -------- further, that in determining the amount of vacation pay owed to any ------- such employee from and after the Effective Time under the applicable terms of the vacation pay plan of the Surviving Corporation or Parent (which terms need not be comparable to the terms of the vacation plan or policy of Company or any of its Subsidiaries and any predecessor, corporation or entity), credit shall be given for such employee's service for Company or any of its Subsidiaries and any predecessor, corporation or entity prior to the Effective Time. Without limiting the effect of Section 6.09(f), employees of Company or any of its --------------- Subsidiaries and any predecessor corporation or entity as of the Effective Time shall be permitted to participate in Parent's Employee Stock Purchase Plan (the "Parent ESPP") commencing on the first ----------- enrollment date following the Effective Time, subject to compliance with the eligibility provisions of such plan (with employees receiving credit, for purposes of such eligibility provisions, for service with Company or any of its subsidiaries and any predecessor corporation or entity. (d) With respect to each benefit plan, program, practice, policy or arrangement maintained by Parent (the "Parent Employee --------------- Plans") in which employees of Company or its Subsidiaries subsequently ----- participate, Parent will recognize such employee's cumulative prior service to Company and its Subsidiaries (and any predecessor corporation or entity) for purposes of determining eligibility to participate in and for the vesting of benefits under such Parent Employee Plans to the same extent as service for Parent; provided, that -------- such recognition shall not be for the purpose of determining retirement benefits and accrual. Notwithstanding the foregoing, for a period of no less than one year after the Effective Time, Parent shall provide severance and termination benefits (other than acceleration of option vesting) to employees of Company and its Subsidiaries that are no less favorable than those provided by Company or its Subsidiaries to such Company employees as of the date hereof.

Benefit Plans. 39- (a) With respect to any employee benefit plans of Parent shall take all reasonable actions necessary to allow eligible in which the employees of the Company that will be employees of the Surviving Corporation (“Transitioned Employees”), to participate in benefit programs which are substantially comparable to those maintained for the benefit of, or offered to, similarly situated employees of Parent, as soon as practicable after the Effective Time, to the extent permitted by the terms of such Parent benefit plan or any insurance contract or agreement applicable thereto; provided, however, that in the case of plans for which the Company maintains a plan offering the same type of benefit, such participation need not be offered by Parent until the corresponding plan of the Company ceases to be available or is terminated after the Effective Time. Parent will recognize employment services of each Transitioned Employee with the Company for purposes of eligibility and vesting (but not benefit accrual) under any benefit plan of Parent. Each Transitioned Employee’s years of service with the Company and any of its Subsidiaries shall be otherwise recognized for all general employment purposes, including seniority, vacation, personal time and similar general employment purposes; provided, that any vacation time offered by Parent in the calendar year of the Effective Time to any Transitioned Employee shall be offset by any vacation time used by or paid to a Transitioned Employee by the Company or any of its wholly owned Subsidiaries in the calendar year of participate subsequent to the Effective Time. In addition, Parent will shall, or shall cause the Surviving Corporation to: (ai) waive all limitations as to preexisting pre-existing conditions, exclusions, exclusions and waiting periods and service requirements with respect to participation and coverage requirements applicable to Transitioned Employees the employees under any group health such employee benefit plan sponsored by Parentthat is a welfare plan, except as defined in Section 3(1) of ERISA, in which such employees may be eligible to participate, to the same extent that such preexisting conditionslimitations are or would be waived or satisfied with respect to any particular employee under a comparable Company Plan as in effect immediately prior to the Effective Time, exclusionand (ii) recognize all service of the employees of the Company and its wholly owned Subsidiaries with the Company and its wholly owned Subsidiaries for all purposes (excluding benefit accrual under any defined benefit pension plan, waiting period deferred profit sharing plan and eligibility for benefits under any post-retirement medical plans) in any employee benefit plan of Parent in which such employees are eligible to participate, to the same extent that such service is or service requirement had would be recognized under a comparable Company Plan as in effect immediately prior to the Effective Time. (b) The Surviving Corporation shall not been satisfied by and Parent shall cause the Surviving Corporation not to make any such Transitioned Employee changes, amendments or revisions to the Company's (i) Pension Plan for Outside Directors, (ii) Deferred Director Fee Plan, (iii) Deferred Compensation Plan or (iv) Supplemental Retirement Plan, that would adversely affect the amounts or the payment terms with respect to benefits accrued as of the Effective Time under a group health and to be paid to the participants therein as of the Effective Time. Notwithstanding the foregoing, the Surviving Corporation may make any other changes, amendments or revisions to the foregoing plans as permitted by the terms of such plans and applicable law. (c) The Surviving Corporation shall terminate, as of the Effective Time, the Company's 2002 management bonus plan sponsored and each participant in such plan as of the Effective Time shall be entitled to such participant's benefits thereunder as disclosed in Section 5.18(c) of the Company Letter (prorated as appropriate). (d) The Surviving Corporation will, and Parent will cause the Surviving Corporation to, provide retiree medical benefits after the Effective Time as follows: (i) With respect to each current retiree at the Effective Time who receives medical benefits that are fully paid for by the Company or any one of its wholly owned Subsidiaries; and , the Surviving Corporation will continue after the Effective Time to provide Medical Benefits (bas hereinafter defined) provide each Transitioned Employee with credit for any deductible, copayment and out-of-pocket limits applicable to such employees under any such group retiree (at no cost or expense to the retiree). (ii) With respect to each current retiree at the Effective Time who receives medical plan sponsored benefits that are partially paid for by the Company or any one of its wholly owned Subsidiaries and partially paid for by the retiree, the Surviving Corporation will continue after the Effective Time to provide Medical Benefits to and pay a percentage of the cost of Medical Benefits for such retiree that is equal to the percentage of the cost of medical benefits, subject to existing maximum Company contribution amounts, for such retiree that is paid by the Transitioned Employee Company or one of its wholly owned Subsidiaries immediately prior to the Effective Time. (iii) With respect to each current employee of the Company or one of its wholly owned Subsidiaries at the Effective Time who (A) commenced employment with the Company or one of its wholly owned Subsidiaries on or before July 1, 1998, and (B) retires after the Effective Time with both ten (10) or more years of service to the Company or one of its wholly owned Subsidiaries or successors and at an age of fifty-five (55) years or older, the Surviving Corporation will provide Medical Benefits to and pay a percentage of the cost of Medical Benefits for such person that is equal to the percentage of the cost of medical benefits, subject to existing maximum Company contribution amounts, that would have been required to be paid by the Company or one of its wholly owned Subsidiaries upon such retirement pursuant to the schedule used to determine the percentage of such cost that is paid by the Company or one of its wholly owned Subsidiaries immediately prior to the Effective Time during with respect to the calendar year retirees referenced in Section 5.18(d)(ii) above. For purposes of determining a person's years of service under the foregoing sentence, the Surviving Corporation shall only be required to take account of the greater of years of service to the Company or one of its wholly owned Subsidiaries prior to the Effective Time or ten (10) years. (iv) With respect to each current employee of the Company or one of its wholly owned Subsidiaries at the Effective Time who (A) commenced employment with the Company or one of its wholly owned Subsidiaries after July 1, 1998, and (B) retires after the Effective Time, such person shall be entitled to participate in such retiree medical programs and receive such medical benefits as may be offered by the Surviving Corporation from time to time to its employees in accordance with the terms of such programs. For purposes of determining an employee's eligibility under such retiree medical programs, the Surviving Corporation shall take account of the combined service of such employee with the Company or one of its wholly owned Subsidiaries and the Surviving Corporation.

Benefit Plans. Parent Effective as of the Closing, Sellers will assign and Buyer (or an Affiliate of Buyer) shall assume, sponsorship of the Benefit Plans, including without limitation all policies of insurance, third-party recordkeeping service agreements, investment management contracts, and/or all assets held in trust relating to such Plans, and Sellers shall obtain any applicable consents from third parties and take all reasonable any other actions necessary for such assignment. For purpose of clarification, Buyer shall retain the right to allow eligible employees assert a claim for indemnification as provided under Article 8 of this Agreement for any breach of Seller’s representation and warranties in Section 3.18, and the assignment of such Benefit Plans to Buyer or an Affiliate of Buyer shall not be deemed to result in Buyer’s assumption of liabilities arising from any such breach. Subject to Section 6.2(a), this Section 6.2(b) shall not prevent Buyer from amending, changing or terminating any of the Company that will be employees Benefit Plans. With respect to any benefits provided by Sellers, each Active Transferred Employee for purposes of the Surviving Corporation (“Transitioned Employees”)any benefit plan, to participate in benefit programs which are substantially comparable to those program or arrangement maintained for the benefit of, or offered to, similarly situated of former Seller employees of Parent, as soon as practicable at any time after the Effective TimeClosing Date, each Active Transferred Employee shall receive credit (as reported by Sellers to Buyer) for service with the Sellers prior to the Closing, to the same extent permitted by the terms such service was credit or creditable under a similar Benefit Plan, for eligibility to participate, vesting and benefit accrual (except where doing so would cause a duplication of such Parent benefit plan benefits). Buyer shall also (x) cause any and all pre-existing conditions (or any insurance contract actively at work or agreement applicable thereto; providedsimilar limitations), however, that in the case of plans for which the Company maintains a plan offering the same type of benefit, such participation need not be offered by Parent until the corresponding plan of the Company ceases to be available or is terminated after the Effective Time. Parent will recognize employment services of each Transitioned Employee with the Company for purposes of eligibility and vesting (but not benefit accrual) under any benefit plan of Parent. Each Transitioned Employee’s years of service with the Company and any of its Subsidiaries shall be otherwise recognized for all general employment purposes, including seniority, vacation, personal time and similar general employment purposes; provided, that any vacation time offered by Parent in the calendar year of the Effective Time to any Transitioned Employee shall be offset by any vacation time used by or paid to a Transitioned Employee by the Company or any of its Subsidiaries in the calendar year of the Effective Time. In addition, Parent will (a) waive all limitations as to preexisting conditions, exclusions, waiting periods and service evidence of insurability requirements with respect to participation and coverage requirements applicable to Transitioned Employees under any group health plan sponsored by Parent, except plans to the extent be waived with respect to such preexisting conditions, exclusion, waiting period or service requirement had not been satisfied by any such Transitioned Employee as of the Effective Time under a group health plan sponsored by the Company or any of its Subsidiaries; employees and their eligible dependents and (by) provide each Transitioned Employee them with credit for any co-payments, deductibles, and offsets (or similar payments) made during the plan year to the extent reflected in records provided to Buyer for the purposes of satisfying any applicable deductible, copayment and out-of-pocket limits pocket, or similar requirements under any employee benefit plans, programs or arrangements in which they are eligible to participate after the Closing Date; provided in each case that, with respect to any Benefit Plan that is insured, the applicable insurance carrier consents to such employees under any actions, if such group medical plan sponsored by the Company or any of its Subsidiaries and paid by the Transitioned Employee prior to the Effective Time during the calendar year of the Effective Timeconsent is required.

Benefit Plans. Parent shall take all reasonable actions necessary to allow eligible employees of the Company that will be employees of the Surviving Corporation (“Transitioned Employees”), to participate in benefit programs which are substantially comparable to those maintained for the benefit of, or offered to, similarly situated employees of Parent, as a) As soon as administratively practicable after the Effective Time, Parent shall take all reasonable action so that employees of Southland Bank shall be entitled to participate in each employee benefit plan, program or arrangement of Parent of general applicability (the "Parent Benefit Plans") to the same extent permitted by as similarly-situated employees of Parent and its Subsidiaries (it being understood that inclusion of the terms employees of such Southland Bank in the Parent benefit plan or any insurance contract or agreement applicable thereto; Benefit Plans may occur at different times with respect to different plans), provided, however, that in the case of plans for which the Company maintains a plan offering the same type of benefit, such participation need not be offered by nothing contained herein shall require Parent until the corresponding plan of the Company ceases to be available or is terminated after the Effective Time. Parent will recognize employment services of each Transitioned Employee with the Company for purposes of eligibility and vesting (but not benefit accrual) under any benefit plan of Parent. Each Transitioned Employee’s years of service with the Company and any of its Subsidiaries shall be otherwise recognized for all general employment purposes, including seniority, vacation, personal time and similar general employment purposes; provided, that any vacation time offered by Parent in the calendar year of the Effective Time to any Transitioned Employee shall be offset by any vacation time used by or paid to a Transitioned Employee by the Company or any of its Subsidiaries to make any grants to any former employee of Southland Bank under any discretionary equity compensation plan of Parent. Parent shall cause each Parent Benefit Plan in which employees of Southland Bank are eligible to participate to recognize, for purposes of determining eligibility to participate in, the calendar year vesting of benefits and for all other purposes (but not for accrual of pension benefits) under the Parent Benefit Plans, the service of such employees with Southland Bank to the same extent as such service was credited for such purpose by Southland Bank, provided, however, that such service shall not be recognized to the extent that such recognition would result in a duplication of benefits. Nothing herein shall limit the ability of Parent to amend or terminate any of Southland Bank's Benefit Plans in accordance with their terms at any time. (b) At and following the Effective Time, Parent shall honor, and the Surviving Corporation shall continue to be obligated to perform, in accordance with their terms, subject to applicable regulatory requirements, all benefit obligations to, and contractual rights of, current and former employees of Southland Bank existing as of the Effective TimeDate, as well as all employment, severance, deferred compensation, split dollar, supplemental retirement or "change-in-control" agreements, plans or policies of Southland Bank which are Previously Disclosed. In additionThe severance or termination payments which are payable pursuant to such agreements, plans or policies of Southland Bank (which have been quantified in reasonable detail) have been Previously Disclosed. (c) At such time as employees of Southland Bank become eligible to participate in a medical, dental or health plan of Parent or its Subsidiaries, Parent will shall cause each such plan to (ai) waive all any preexisting condition limitations as to preexisting conditions, exclusions, waiting periods and service requirements with respect to participation and coverage requirements applicable to Transitioned Employees under any group health plan sponsored by Parent, except to the extent such preexisting conditionsconditions covered under the applicable medical, exclusionhealth or dental plans of Parent, waiting period or service requirement had not been satisfied by any such Transitioned Employee as of the Effective Time under a group health plan sponsored by the Company or any of its Subsidiaries; and (bii) provide each Transitioned Employee with full credit for under such plans any deductibledeductibles, copayment co-payment and out-of-pocket limits expenses incurred by the employees and their beneficiaries during the portion of the calendar year prior to such participation and (iii) waive any waiting period limitation or evidence of insurability requirement which would otherwise be applicable to such employees employee on or after the Effective Time to the extent such employee had satisfied any similar limitation or requirement under any such group medical plan sponsored by the Company or any of its Subsidiaries and paid by the Transitioned Employee an analogous Plan prior to the Effective Time during the calendar year of the Effective Time.

Benefit Plans. Parent shall take all reasonable actions necessary to allow eligible employees (a) Except as set forth in Section 4.10 of the Company that will be employees Disclosure Schedule, each "employee pension benefit plan" (as defined in Section 3(2) of the Surviving Corporation ERISA) (“Transitioned Employees”a "Parent Pension Plan"), "employee welfare benefit plan" (as defined in Section 3(1) of ERISA) (a "Parent Welfare Plan") and each other plan, arrangement or policy (written or oral) relating to participate stock options, stock purchases, compensation, deferred compensation, bonuses, severance, fringe benefits or other employee benefits, in benefit programs which are substantially comparable each case maintained or contributed to, or required to those be maintained or contributed to, by Parent or its subsidiaries for the benefit ofof any present or former employee, officer or director (each of the foregoing, a "Parent Benefit Plan") has been administered in all material respects in accordance with its terms. Parent and its subsidiaries and all the Parent Benefit Plans are in compliance in all material respects with the applicable provisions of ERISA, the Code, all other applicable laws and all applicable collective bargaining agreements. Section 4.10 of the Disclosure Schedule sets forth a list of all material Parent Benefit Plans. Except as set forth in Section 4.10(a) of the Disclosure Schedule, none of the Parent Welfare Plans promises or provides retiree medical or other retiree welfare benefits to any 25 31 person. To the Knowledge of Parent (as defined in Section 9.03), no fiduciary of a Parent Benefit Plan has breached any of the responsibilities or obligations imposed upon fiduciaries under Title I of ERISA, which breach would reasonably be expected to result in any material liability to Parent. Each Parent Benefit Plan intended to qualify under section 401(a) of the Code and each trust intended to qualify under section 501(a) of the Code is the subject of a favorable determination letter from the IRS, and to the Knowledge of Parent nothing has occurred which would reasonably be expected to impair such determination. All contributions required to be made with respect to any Parent Benefit Plan pursuant to the terms of the Parent Benefit Plan or any collective bargaining agreement, have been made on or before their due dates. (b) None of the Parent Pension Plans is subject to Title IV of ERISA and none of Parent or any other person or entity that, together with Parent, is or was treated as a single employer under Section 414 of the Code or pursuant to Title IV of ERISA (each, including Parent, a "Parent Commonly Controlled Entity") has any liability under Title IV of ERISA (whether actual or contingent) with respect to a Parent Pension Plan, or offered toto any other employee pension benefit plan that is or was maintained, similarly situated employees contributed to or required to be contributed to by a Parent Commonly Controlled Entity (other than for contributions not yet due) or to the Pension Benefit Guaranty Corporation (other than for payment of Parentpremiums not yet due), which liability has not been fully paid. (c) No Parent Commonly Controlled Entity is required to contribute to any "multiemployer plan" (as soon defined in Section 4001(a)(3) of ERISA) or has withdrawn from any multiemployer plan where such withdrawal has resulted or would result in any "withdrawal liability" (within the meaning of Section 4201 of ERISA) that has not been fully paid or as practicable to which a commonly controlled entity would have liability pursuant to Section 4212(c) of ERISA. (d) Each Parent Benefit Plan that is a Parent Welfare Plan may be amended or terminated at any time after the Effective TimeTime without material liability to Parent or its subsidiaries, to the extent permitted by the terms of such Parent benefit plan or any insurance contract or agreement applicable thereto; provided, however, that except as set forth in the case of plans for which the Company maintains a plan offering the same type of benefitplan, such participation need not be offered as provided by Parent until the corresponding plan law or as disclosed in Section 4.10(d) of the Company ceases to be available or is terminated after the Effective Time. Parent will recognize employment services of each Transitioned Employee with the Company for purposes of eligibility and vesting Disclosure Schedule. (but not benefit accruale) under any benefit plan of Parent. Each Transitioned Employee’s years of service with the Company and any of its Subsidiaries shall be otherwise recognized for all general employment purposes, including seniority, vacation, personal time and similar general employment purposes; provided, that any vacation time offered by Parent in the calendar year of the Effective Time to any Transitioned Employee shall be offset by any vacation time used by or paid to a Transitioned Employee by the Company or any of its Subsidiaries in the calendar year of the Effective Time. In addition, Parent will (a) waive all limitations as to preexisting conditions, exclusions, waiting periods and service requirements with With respect to participation and coverage requirements applicable to Transitioned Employees under any group health plan sponsored by Parenteach Parent Benefit Plan, except to the extent such preexisting conditionsParent has delivered, exclusion, waiting period or service requirement had not been satisfied by any such Transitioned Employee as of the Effective Time under a group health plan sponsored by the Company or any of its Subsidiaries; and (b) provide each Transitioned Employee with credit for any deductible, copayment and out-of-pocket limits applicable to such employees under any such group medical plan sponsored by the Company or any of its Subsidiaries and paid by the Transitioned Employee less than 30 days prior to the Effective Time during the calendar year shall deliver, to Company (i) current, accurate and complete copies of each such Parent Benefit Plan (including all trust agreements, insurance or annuity contracts, descriptions, agreements and any other material documents or instruments relating thereto); (ii) copies of the Effective Timemost recent Internal Revenue Service determination letter (including copies of any outstanding requests for determination letters) with respect to each such Parent Benefit Plan which is intended to qualify under Section 401(a) of the Code; and (iii) copies of the most recent Form 5500 annual report and accompanying schedules, the most recent actuarial report (to the extent applicable), and the most recent summary plan descriptions. (f) With respect to the Parent Benefit Plans, individually and in the aggregate, no event has occurred, and to the Knowledge of the Parent, there exists no condition or set of circumstances (including without limitation the transactions contemplated by this Agreement) in connection with which the Parent could be subject to any material liability (except liability for

Benefit Plans. Parent shall take all reasonable actions necessary to allow eligible employees of the Company that will be employees of the Surviving Corporation (“Transitioned Employees”), to participate in benefit programs which are substantially comparable to those maintained for the benefit of, or offered to, similarly situated employees of Parent, as a) As soon as administratively practicable after the Effective Time, to the extent permitted by the terms of such Parent benefit plan or any insurance contract or agreement applicable thereto; provided, however, shall take all reasonable action so that in the case of plans for which the Company maintains a plan offering the same type of benefit, such participation need not be offered by Parent until the corresponding plan employees of the Company ceases and its Subsidiaries shall be entitled to participate in each employee benefit plan, program or arrangement of Parent of general applicability (the "PARENT BENEFITS PLANS") to the same extent as similarly-situated employees of Parent and its Subsidiaries (it being understood that inclusion of the employees of the Company and its Subsidiaries in the Parent Benefits Plans may occur at different times with respect to different plans.) Parent shall cause each Parent Benefits Plan (other than Parent's employee stock ownership plan) in which employees of the Company and its Subsidiaries are eligible to participate to recognize, for purposes of determining eligibility to participate in, the vesting of benefits and for all other purposes (but not for accrual of benefits) under the Parent Benefit Plans, the service of such employees with the Company and its Subsidiaries to the same extent as such service was credited for such purpose by the Company. Employees of the Company and its Subsidiaries will be available or is terminated after the Effective Time. Parent will recognize employment services of each Transitioned Employee given credit for past service with the Company for purposes of eligibility and vesting (but not benefit accrual) under any benefit plan Parent's vacation policy. Employees of Parent. Each Transitioned Employee’s years of service with the Company and its Subsidiaries will be treated as newly hired employees for purposes of Parent's employee stock ownership plan. (b) Notwithstanding anything to the contrary contained herein, Parent shall have sole discretion with respect to the determination as to whether or when to terminate, merge or continue any employee benefit plans and programs of the Company or any of its Subsidiaries shall be otherwise recognized for all general employment purposesSubsidiaries, including seniority, vacation, personal time and similar general employment purposes; provided, however, that any vacation time offered by Parent in Company shall terminate the calendar year Company's Employee Stock Ownership Plan as of the Effective Time Time, in accordance with the terms of the Plan. To the extent amounts are distributable under Benefit Plans and constitute "eligible rollover distributions" (as defined in Section 402(f)(2)(A) of the Code) said amounts may be rolled over to any Transitioned Employee tax-qualified Parent Benefit Plan that accepts rollover distributions or to any eligible individual retirement account. (c) Except as otherwise expressly provided in this Agreement or in the Payments Agreements, Parent shall honor, and the Surviving Corporation shall continue to be offset by obligated to perform, in accordance with their terms, all benefit obligations to, and contractual rights of, current and former employees of the Company existing as of the Effective Date, as well as all employment, severance, deferred compensation or "change-in-control" agreements, plans or policies of the Company, but only to the extent that such obligations are Previously Disclosed in Sections 4.01(b)(5) and 5.14(a) of the Company Disclosure Schedule. Parent acknowledges that the consummation of the Merger will constitute a "change-in-control" of the Company for purposes of any vacation time used by or paid to a Transitioned Employee by employee benefit plans, agreements and arrangements of the Company. (d) If employees of the Company or any of its Subsidiaries become eligible to participate in the calendar year a medical, dental or health plan of the Effective Time. In additionParent, Parent will shall cause each such plan to (ai) waive all any preexisting condition limitations as to preexisting conditions, exclusions, waiting periods and service requirements with respect to participation and coverage requirements applicable to Transitioned Employees under any group health plan sponsored by Parent, except to the extent such preexisting conditionsconditions are covered under the applicable medical, exclusion, health or dental plans of Parent and (ii) waive any waiting period limitation or service evidence of insurability requirement had not been satisfied by any which would otherwise be applicable to such Transitioned Employee as of employee on or after the Effective Time to the extent such employee had satisfied any similar limitation or requirement under a group health plan sponsored by an analogous Plan prior to the Company or any of its Subsidiaries; Effective Time, and (biii) provide each Transitioned Employee with full credit under such plans for any deductibledeductibles, copayment co-payments and out-of-pocket limits applicable expenses incurred by the employees and their beneficiaries during the portion of the calendar year prior to such participation. (e) Parent will endeavor to retain as many of Company's officers and employees under as reasonably practicable. Notwithstanding the foregoing, Parent or a Parent Subsidiary shall have no obligation to continue the employment of any such group medical plan sponsored by employee of the Company or a Company Subsidiary and nothing contained herein shall give any such Person the right to continued employment with Parent or a Parent Subsidiary after the Effective Time. An employee of its Subsidiaries and paid by the Transitioned Employee prior Company or a Company Subsidiary (other than an employee who is party to an employment agreement, a severance agreement or a special termination agreement) whose employment is involuntarily terminated other than for cause following the Effective Time during shall be entitled to receive severance payments in accordance with, and to the calendar year of extent provided in, the Effective TimeCompany's Employee Severance Compensation Plan Previously Disclosed to Parent.

Benefit Plans. Parent shall take all reasonable actions necessary (a) Acquiror will offer or provide to allow eligible employees any Crown Bank employee retained by Acquiror or any Affiliate of the Company that will be employees of the Surviving Corporation (“Transitioned Employees”), to participate Acquiror participation in employee benefit programs which are substantially comparable to those maintained plans and arrangements available for the benefit of, or offered to, similarly situated employees of Parent, Acquiror or its Affiliates or Subsidiaries (excluding the Fifth Third Master Retirement Plan which has been frozen as soon as practicable after to new participants). Acquiror shall not be obligated to cause any Crown Bank employee retained by Acquiror or any Affiliate of Acquiror to participate in any defined benefit plan (within the meaning of Section 414(j) of the Code) that is maintained by Acquiror or any affiliate of Acquiror or to participate in any plan providing comparable benefits. Crown Bank’s employees retained by Acquiror (or an Affiliate of Acquiror ) shall be employed on an “at will” basis. (b) At and following the Effective Time, Acquiror shall honor, and Acquiror shall continue to be obligated to perform, in accordance with their terms, all benefit obligations of Crown Bank under all existing employment and “change-in-control” and bonus/retention agreements specifically identified in sections 3.01(d) or 4.03(n)(i) of the extent permitted by the terms of such Parent benefit plan or Disclosure Schedule. RAC and RGF shall assume and retain any insurance contract or agreement applicable thereto; providedand all liability under any change in control agreements, however, that employment agreements and similar agreements not specifically identified in the case Disclosure Schedule. (c) At such time as employees of plans for which the Company maintains Crown Bank become eligible to participate in a plan offering the same type of benefitmedical, such participation need not be offered by Parent until the corresponding dental or health plan of the Company ceases Acquiror or its Subsidiaries, Acquiror shall cause each such plan to be available or is terminated after the Effective Time. Parent will recognize employment services of each Transitioned Employee with the Company for purposes of eligibility and vesting (but not benefit accrual) under any benefit plan of Parent. Each Transitioned Employee’s years of service with the Company and any of its Subsidiaries shall be otherwise recognized for all general employment purposes, including seniority, vacation, personal time and similar general employment purposes; provided, that any vacation time offered by Parent in the calendar year of the Effective Time to any Transitioned Employee shall be offset by any vacation time used by or paid to a Transitioned Employee by the Company or any of its Subsidiaries in the calendar year of the Effective Time. In addition, Parent will (ai) waive all any preexisting condition limitations as to preexisting conditions, exclusions, waiting periods and service requirements with respect to participation and coverage requirements applicable to Transitioned Employees (other than those not waived under any group health plan sponsored by Parent, except Crown Bank’s plan) to the extent such preexisting conditionsconditions are covered under the applicable medical, exclusionhealth or dental plans of Acquiror, waiting period or service requirement had not been satisfied by any such Transitioned Employee as of the Effective Time under a group health plan sponsored by the Company or any of its Subsidiaries; and (bii) provide each Transitioned Employee with full credit under such plans for any deductibledeductibles, copayment co-payment and out-of-pocket limits expenses incurred by the employees and their beneficiaries during the portion of the calendar year prior to such participation and (iii) waive any waiting period limitation or evidence of insurability requirement which would otherwise be applicable to such employees employee on or after the Effective Time to the extent such employee had satisfied any similar limitation or requirement under any such group medical plan sponsored by the Company or any of its Subsidiaries and paid by the Transitioned Employee an analogous Benefit Plan prior to the Effective Time during the calendar year Time. (d) Those employees of Crown Bank (other than temporary and/or co-operative employees) who do not have an employment, change in control, severance or bonus/retention agreements and who are not employed by Acquiror or who are terminated or voluntarily resign after being notified that, as a condition of employment, such employee must work at a location more than thirty (30) miles from such employee’s former location of employment or that such employee’s salary will be materially decreased, in any case and in both cases, within sixty (60) days after the Effective Time, and who sign and deliver a termination and release agreement in a form attached hereto as Annex F, shall be entitled to severance according to Acquiror’s current severance policy. Crown Bank shall take whatever action necessary to terminate any and all other severance arrangements and to ensure it and Acquiror have no other liability for any other severance payments (other than as set forth in this Section 5.09(d), and agreements referenced in Section 5.09(b) above and specifically identified in sections 3.01(d) or 4.03(n)(i) of the Disclosure Schedule). Crown Bank shall cooperate with Acquiror to effectuate the foregoing and to comply with, and provide notices regarding, the Workers Adjustment and Retraining Act or any similar state or local law, including without limitation, providing notices to employees and government representatives. Nothing contained in this Section 5.09 shall be construed or interpreted to limit or modify in any way Acquiror’s at will employment policy. In no event shall severance pay be taken into account in determining the amount of any other benefit (including but not limited to, an individual’s benefit under any retirement plan). If, by reason of the controlling plan document, controlling law or otherwise, severance pay is taken into account in determining any other benefit, the severance pay otherwise payable shall be reduced by the present value of the additional benefit determined under other benefit plans attributable to the severance pay. (e) Nothing in this Section 5.09 or in this Agreement shall be interpreted as preventing Acquiror from amending, modifying or terminating any employee benefit plan or other contract, arrangement, commitment or understanding in accordance with their terms and applicable law. (f) If Acquiror so requests, Crown Bank shall take any and all actions required (including without limitation, the adoption of resolutions by its Board of Directors) to amend, freeze and/or terminate any or all Crown Bank Benefits Plans immediately prior to the Effective Time, and, if requested by Acquiror, to implement any such actions. (g) If Acquiror so requests, Crown Bank shall take all actions necessary to file an application for determination letter with the IRS prior to the Effective Time, for any Benefit Plan requested by Acquiror (h) With respect to any Benefit Plan that provides for vesting of benefits, there shall be no discretionary acceleration of vesting without Acquiror’s consent whether or not such discretionary acceleration of vesting is provided under the terms of the Benefit Plan. (i) Except as may be required by applicable law, Crown Bank, without the advance written consent of Acquiror not to be unreasonably withheld, shall not (i) adopt any amendments to the Benefit Plans after the date of this Agreement; or (ii) make any distributions from the Benefit Plans after the date of this Agreement other than in the ordinary course of operations of such Benefit Plans; or (iii) make any discretionary contributions to any of the Benefit Plans after the date of this Agreement; or (iv) take any action which would reduce or restrict the availability of surplus (excess of plan assets over plan liabilities) under any Benefit Plan. (j) Notwithstanding anything herein to the contrary and except as may be required by applicable law, in no event shall Crown Bank: (i) take any action under the terms of any Benefit Plan, employment agreement, change in control agreement or similar arrangement relating to the payment thereof or funding of obligations thereunder which would have the effect of increasing any such payments or funding, nor will Crown Bank adopt or implement any new such plan, agreement or arrangement, without the prior written consent of Acquiror, or (ii) make any payments or fund any obligations under any Benefit Plan, employment agreement, change in control agreement or similar arrangement that Crown Bank deems are mandatory or required thereunder without prior written consent of Acquiror, excluding payments made in the ordinary of business consistent with past practice prior to the date of this Agreement. (k) Crown Bank shall provide to Acquiror at least fifteen (15) days prior to the Effective Time, documentation that shows that the requirements of Code Sections 401(a)(4), 404, 410(b), 412, 415, 416 and 401(k)(3) and (m)(2) are met by or with respect to each Qualified Benefit Plan of Crown Bank as to the plan’s latest three (3) plan years which have ended prior to the date of this Agreement (to the extent such Code Sections apply to such plan).

Benefit Plans. Parent and the Surviving Corporation shall take all reasonable actions necessary to allow eligible employees of the Company that and any of its Subsidiaries who will be employees of the Surviving Corporation and any of its Subsidiaries (“"Transitioned Employees”"), to participate on substantially similar terms in benefit programs which are substantially comparable to those maintained by the Company immediately prior to the Effective Time for the benefit of, or offered to, similarly situated employees of Parent, as soon as practicable after the Effective Time, Transitioned Employees to the extent permitted by the terms of such Parent or Surviving Corporation benefit plan or any insurance contract or agreement applicable thereto; provided, however, that there shall be no obligation to offer any stock option, stock purchase, restricted stock, stock appreciation right, phantom stock or similar plan that provides for the issuance of shares of Parent or Surviving Corporation stock or interests in the case of plans for which the Company maintains a plan offering the same type of benefitsuch stock, such participation need not be offered by Parent until the corresponding plan of the Company ceases to be available or is terminated after the Effective Timeany person. Parent and the Surviving Corporation will recognize employment services of each Transitioned Employee with the Company and any of its Subsidiaries for purposes of eligibility and vesting (but not benefit accrual) under any benefit plan of ParentParent and the Surviving Corporation to the extent applicable. Each Transitioned Employee’s 's years of service with the Company and any of its Subsidiaries shall be otherwise recognized for all general employment purposes, including seniority, vacation, personal time and similar general employment purposes; provided, provided that any vacation time offered by Parent or the Surviving Corporation in the calendar year of the Effective Time to any Transitioned Employee shall be offset by any vacation time used by or paid to a Transitioned Employee by the Company or any of its Subsidiaries in the calendar year of the Effective Time. In addition, Parent and the Surviving Corporation will (a) waive all limitations as to preexisting conditions, exclusions, waiting periods and service requirements with respect to participation and coverage requirements applicable to Transitioned Employees under any group health plan sponsored by Parent, except to the extent such preexisting conditions, exclusion, waiting period or service requirement had not been satisfied by any such Transitioned Employee as of the Effective Time under a group health plan sponsored by the Company or any of its Subsidiaries; and (b) provide each Transitioned Employee with credit for any deductible, copayment and out-of-pocket limits applicable to such employees under any such group medical plan sponsored by the Company or any of its Subsidiaries and paid by the Transitioned Employee prior to the Effective Time during the calendar year of the Effective Time.

Benefit Plans. Parent shall take all reasonable actions necessary to allow eligible employees At the Effective Time, each Employee of the Company that will be employees of the Surviving Corporation (“Transitioned Employees”), and its Subsidiaries shall immediately become entitled to participate in benefit programs each of the Acquiror Plans, including without limitation, group hospitalization, medical, life and disability insurance plans, severance plans, qualified retirement, ESOP and savings plans, stock option plans, and management recognition plans, in which are substantially comparable to those maintained for the benefit of, or offered to, similarly situated employees of Parent, as soon as practicable after the Effective Time, Acquiror and its Subsidiaries participate and to the same extent permitted by the terms as such employees of such Parent benefit plan or any insurance contract or agreement applicable thereto; provided, however, that in the case Acquiror. The period of plans for which the Company maintains a plan offering the same type employment and compensation of benefit, such participation need not be offered by Parent until the corresponding plan each Employee of the Company ceases to be available or is terminated after the Effective Time. Parent will recognize employment services of each Transitioned Employee and its Subsidiaries with the Company and its Subsidiaries shall be counted for all purposes (except for purposes of eligibility and vesting (but not benefit accrual) under the Acquiror Plans, including without limitation, for purposes of vesting and eligibility. Any expenses incurred by an Employee of the Company or its Subsidiaries under the Company's welfare benefit plans (such as deductibles or co-payments) shall be counted for all purposes under the Acquiror Plans. Acquiror shall waive any benefit plan preexisting condition exclusions for conditions existing on the Effective Time and actively at work requirements for periods ending on the Effective Time contained in the Acquiror Plans as they apply to Employees of Parent. Each Transitioned Employee’s years of service with the Company and its Subsidiaries and former employees and their dependents; provided that the Acquiror's waiver of preexisting conditions shall not extend to any condition which has prevented an Employee's coverage under comparable benefit plans of the Company or the Merging Bank. Notwithstanding anything in this Section 6.09 to the contrary, participation by the Employees in any of its Subsidiaries the Acquiror Plans with respect to which the eligibility of employees of Acquiror to participate is at the sole discretion of Acquiror, shall be otherwise recognized for all general employment purposes, including seniority, vacation, personal time and similar general employment purposes; provided, that any vacation time offered by Parent at the sole discretion of the Acquiror applied in the calendar year same manner as such discretion is applied to similarly situated employees of Acquiror. Also, not withstanding anything in this Section 6.09 to the Effective Time contrary, Acquiror shall have sole discretion with respect to the determination whether to terminate, merge or continue any Transitioned Employee shall be offset by any vacation time used by employee benefit plan or paid to a Transitioned Employee by program of the Company or any of its Subsidiaries (other than the ESOP, the Company Pension Plan or the Non-Qualified Deferred Retirement Plan for Directors); provided, however, that Acquiror shall continue to maintain Company plans other than stock-based incentive plans and the tax qualified plans of the Company until the Employees are permitted to participate in the calendar year of similar Acquiror Plans. At the Effective Time. In addition, Parent will (a) waive all limitations Acquiror or a subsidiary thereof shall be substituted for the Company as to preexisting conditions, exclusions, waiting periods and service requirements the sponsoring employer under those plans with respect to participation and coverage requirements applicable to Transitioned Employees under any group health plan sponsored by Parent, except to the extent such preexisting conditions, exclusion, waiting period or service requirement had not been satisfied by any such Transitioned Employee as of the Effective Time under a group health plan sponsored by which the Company or any of its Subsidiaries; and (b) provide each Transitioned Employee with credit for any deductible, copayment and out-of-pocket limits applicable to such employees under any such group medical plan sponsored by the Company or any of its Subsidiaries and paid by the Transitioned Employee a Subsidiary is a sponsoring employer immediately prior to the Effective Time during Time, and which plan is assumed by the calendar year Acquiror pursuant to the terms of this Agreement, and Acquiror or a subsidiary thereof shall assume and be vested with all of the Effective Timepowers, rights, duties, obligations, and liabilities previously vested in the Company or a Subsidiary with respect to each such plan.

Benefit Plans. (a) Parent shall take all reasonable actions necessary currently intends to allow eligible provide, or to cause the Surviving Entity to provide, benefits to employees of the Company that will be and the Subsidiaries that, taken as a whole, are not materially less favorable in the aggregate to such employees of the Surviving Corporation (“Transitioned Employees”), than those provided to participate in benefit programs which are substantially comparable to those maintained for the benefit of, or offered to, similarly situated employees of Parent (excluding, for this purpose, benefits provided under Parent's frozen defined benefit plan). (b) With respect to any "employee benefit plan", as soon as practicable after the Effective Timedefined in Section 3(3) of ERISA, to the extent permitted maintained by the terms of such Parent benefit plan or any insurance contract of its subsidiaries (including any severance plan) and with respect to any vacation or agreement applicable theretoother benefits, for all purposes, including determining eligibility to participate and vesting, service with the Company or any Subsidiary shall be treated as service with Parent or any of its subsidiaries; provided, however, that in the case of plans for which the Company maintains a plan offering the same type of benefit, such participation service need not be offered recognized for benefit accrual purposes (other than with respect to contribution levels under Parent's tax-qualified defined contribution profit sharing plan) or to the extent that such recognition would result in any duplication of benefits. (c) Parent shall waive, or cause to be waived, any pre-existing condition limitation under any welfare benefit plan maintained by Parent until or any of its affiliates (other than the corresponding plan Company) in which employees of the Company ceases and the Subsidiaries (and their eligible dependents) may be eligible to be available or is terminated participate from and after the Effective Time, except to the extent that such pre-existing condition limitation would have been applicable under the comparable Company welfare benefit plan immediately prior to the Effective Time. Parent will recognize employment services shall recognize, or cause to be recognized, the dollar amount of all expenses incurred by each Transitioned Employee with Company employee (and his or her eligible dependents) during the Company calendar year in which the Effective Time occurs for purposes of eligibility satisfying such year's deductible and vesting co- payment limitations under the relevant welfare benefit plans in which they may become eligible to participate from and after the Effective Time. (but not benefit accruald) under any benefit plan Parent shall pay severance in accordance with the terms of Parent. Each Transitioned Employee’s years Schedule 6.03. (e) Upon and following the Effective Time, Parent shall, and shall cause its subsidiaries (including the Surviving Entity) to, honor in accordance with their terms the employment agreements, deferred compensation agreements and retirement and supplemental income agreements and plans of service with the Company and the Subsidiaries only to the extent set forth in Schedule 3.13 (copies of which agreements and plans have been delivered to Parent prior to the execution of this Agreement). (i) The Company has determined to, and shall, before the Effective Time, terminate the X.X. Xxxxxxxx & Co. Retirement Accumulation Plan (the "401(k) Plan"). The Company shall then submit the 401(k) Plan to the IRS for a determination that the termination does not adversely affect the qualification of the 401(k) Plan and any related trust under Sections 401(a) and 501(a) of its Subsidiaries the Code. Upon receipt of a favorable determination letter, the Company shall make or cause to be made eligible rollover distributions within the meaning of Section 402(c) of the Code (the "Distributions") from the 401(k) Plan to the participants in the 401(k) Plan. Each distribution shall be otherwise recognized for all general employment purposesmade in cash or in kind, including seniorityat the election of the recipient. Subject to applicable law, vacationParent shall allow each Distribution recipient who is or will be, personal time after the satisfaction of any applicable age and similar general employment purposesservice requirement, eligible to participate in a qualified defined contribution plan maintained or established by Parent (a "Parent Plan"), to roll such Distribution directly or indirectly into the Parent Plan; provided, however, that the Parent Plan shall only accept a rollover of the Distribution to the extent that it is in cash (including any vacation time offered by Parent qualifying performing loan previously made from the 401(k) Plan to any participant in the calendar year 401(k) Plan which is outstanding at the time of the Effective Time to rollover). Upon such rollover, the portion of the Distribution rolled over (including any Transitioned Employee outstanding loan from the 401(k) Plan included in such rollover) shall be offset by any vacation subject to the terms of the Parent Plan in effect from time used by or paid to a Transitioned Employee by the Company or any of its Subsidiaries in the calendar year of time and to applicable Law. Upon and following the Effective Time, the Parent Plan shall continue to accept payments on any outstanding participant loan held by employees of the Company and the Subsidiaries that is rolled over into the Parent Plan. (ii) Immediately following the execution of this Agreement, Parent and the Company shall jointly review the administration of, and investments under, the 401(k) Plan to determine whether, upon the Effective Time, any potential prohibited transactions (within the meaning of Section 406 of ERISA or Section 4975 of the Code) could result. In additionsuch event, Parent will (a) waive all limitations as to preexisting conditions, exclusions, waiting periods and service requirements with respect to participation and coverage requirements applicable to Transitioned Employees under any group health plan sponsored by Parent, except to the extent such preexisting conditions, exclusion, waiting period or service requirement had not been satisfied by any such Transitioned Employee as of the Effective Time under a group health plan sponsored by the Company or any of its Subsidiaries; and (b) provide each Transitioned Employee with credit for any deductible, copayment and out-of-pocket limits applicable to such employees under any such group medical plan sponsored by the Company or any of its Subsidiaries and paid by the Transitioned Employee shall take all action necessary prior to the Effective Time during the calendar year of the Effective Timeto ensure that any such prohibited transaction shall not occur.

Benefit Plans. Parent shall take all reasonable actions necessary to allow eligible employees (a) As of the Company that will be employees of the Surviving Corporation (“Transitioned Employees”)Closing Date, Transferred Employees shall cease to participate in the employee welfare benefit programs which are substantially comparable plans (as such term is defined in ERISA) maintained or sponsored by Seller or its Affiliates (the "Prior Welfare Plans") and shall commence to those maintained for participate in welfare benefit plans of Purchaser or its Affiliates (the benefit of, or offered to, similarly situated employees of Parent, as soon as practicable after the Effective Time, to the extent permitted by the terms of such Parent benefit plan or any insurance contract or agreement applicable thereto; provided, however, that in the case of plans for which the Company maintains a plan offering the same type of benefit, such participation need not be offered by Parent until the corresponding plan of the Company ceases to be available or is terminated after the Effective Time"Replacement Welfare Plans"). Parent will recognize employment services of each Transitioned Employee with the Company for purposes of eligibility and vesting Purchaser shall (but not benefit accrual) under any benefit plan of Parent. Each Transitioned Employee’s years of service with the Company and any of its Subsidiaries shall be otherwise recognized for all general employment purposes, including seniority, vacation, personal time and similar general employment purposes; provided, that any vacation time offered by Parent in the calendar year of the Effective Time to any Transitioned Employee shall be offset by any vacation time used by or paid to a Transitioned Employee by the Company or any of its Subsidiaries in the calendar year of the Effective Time. In addition, Parent will (ai) waive all limitations as to preexisting conditions, exclusions, condition exclusions and waiting periods and service requirements with respect to participation and coverage requirements applicable to Transitioned Transferred Employees under any group health plan sponsored by Parentthe Replacement Welfare Plans, except other than limitations or waiting periods that were in effect with respect to such employees under the extent such preexisting conditions, exclusion, waiting period or service requirement had Prior Welfare Plans and that have not been satisfied by any such Transitioned Employee as of the Effective Time under a group health plan sponsored by the Company or any of its Subsidiaries; Closing Date, and (bii) provide each Transitioned Transferred Employee with credit for any deductible, copayment copayments and deductibles paid prior to the Closing Date in satisfying any deductible or out-of-pocket limits applicable requirements under the Replacement Welfare Plans. Except as provided in Section 9.03(d) hereof, Purchaser shall be responsible for any claims by Transferred Employees for benefits relating to such employees under any such group medical plan sponsored by the Company or any of its Subsidiaries and paid by the Transitioned Employee claims incurred but not reported prior to the Effective Time during Closing Date. (b) Any Transferred Employee who accepts employment with Purchaser shall be given credit for all service with the calendar year Business and Seller under all employee benefit plans, programs and policies, and fringe benefits of Purchaser, including, without limitation, Purchaser's 401(k) plan, in which he becomes a participant for purposes of eligibility, vesting and benefit accrual. Purchaser shall be responsible and assume all liability for all salary and benefit continuation and/or severance payments relating to any Transferred Employee that may be payable (if any) as a result of any termination of employment of any such Transferred Employee after the Closing Date, and for all notices, payments, fines or assessments due to any government authority pursuant to any applicable foreign, federal, state or local law, common law, statute, rule or regulation with respect to the employment, discharge or layoff of employees, including, but not limited to, the Worker Adjustment and Retraining Notification Act and any rules or regulations as have been issued in connection with any of the foregoing. (c) Seller shall be responsible for the administration of all claims, losses, damages and expenses (including, without limitation, reasonable attorneys' fees) and other liabilities and obligations relating to or arising out of all workers' compensation claims of Transferred Employees pending as of the Closing Date, or made after the Closing Date but relating to events occurring before the Closing Date, and Seller shall bill to Purchaser, and Purchaser shall pay, within 30 days of Pxxxxaser's receipt from Seller of written notice or invoice of any such claim, loss, damage or expense, to Seller, all such costs associated with the foregoing. Purchaser shall have responsibility for and shall indemnify and hold harmless Seller from and against any and all claims, losses, damages and expenses (including, without limitation, reasonable attorneys' fees) and other liabilities and obligations relating to or arising out of all workers' compensation claims of Transferred Employees pending as of the Closing Date, or made after the Closing Date but relating to events occurring before the Closing Date, and Seller shall bill to Purchaser, and Purchaser shall pay, within 30 days of Pxxxxaser's receipt from Seller of written notice or invoice of any such claim, loss, damage or expense, to Seller, all such costs associated with the foregoing. Purchaser shall have responsibility for and shall indemnify and hold harmless Seller from and against any and all claims, losses, damages and expenses (including, without limitation, reasonable attorneys' fees) and other liabilities and obligations relating to or arising out of all workers' compensation claims of Transferred Employees made after the Closing Date and relating to events occurring on or after the Closing Date. Purchaser shall notify Seller within 30 days of Purchaser's becoming aware of any activity, including, but not limited to, any applications for benefits of any kind, including new injuries or occupational diseases, pertaining to any Transferred Employee. (d) Purchaser hereby agrees to indemnify Seller and its Affiliates against, and agrees to hold them harmless from any and all claims, losses, damages and expenses (including, without limitation, reasonable attorneys' fees) and other liabilities and obligations incurred or suffered as a result of any claim by any Transferred Employee that arises under federal, state or local Statute (including, without limitation, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Age Discrimination in Employment Act of 1990, the Equal Pay Act, the Americans with Disabilities Act of 1990, ERISA and all other statutes regulating the terms and conditions of employment), regulation or ordinance, under the common law or in equity (including any claims for wrongful discharge or otherwise), or under any policy, agreement, understanding or promise, written or oral, formal or informal, between Seller and the Transferred Employee, arising out of actions, events or omissions that occurred (or, in the case of omissions, failed to occur) after the Closing Date. (e) Effective Timeas of the Closing Date, Seller shall take all such action as may be necessary to cause all Transferred Employees to cease to participate in all Benefit Plans, and Purchaser shall neither adopt nor become a sponsoring employer of, nor have any obligations, duties or liabilities under or with respect to such Benefit Plans. Except as specifically set forth in this Article IX, Seller shall be solely responsible for any and all liabilities which have arisen or may arise in connection with any Benefit Plan (including, but not limited to, liabilities arising from income or excise tax assessments, participant benefit claims, fiduciary conduct, or under ERISA or the Code), any and all liabilities which have arisen or may arise in any way from the employment, compensation or benefits of any employee or former employee of Seller or any Affiliate, including but not limited to the Transferred Employees, or the termination thereof, including, without limitation, any liability or obligation arising out of or relating to any act or omission by Seller or any Affiliate, any violation of or non-compliance with or obligation arising under any applicable law respecting employment, compensation or benefits, and any and all costs, liabilities and obligations for severance pay (whether or not triggered by virtue of the transactions contemplated by this Agreement), accrued vacation pay, sick pay, health and medical claims and requests for reimbursements, and similar and other benefits, relating to any period of employment with Seller or any Affiliate, whether arising as a matter of contract, Law or otherwise. (f) Except as otherwise provided by Sections 5.04 and 9.02 of this Agreement, and except as otherwise provided in the Employment Agreement referenced in Section 7.06, nothing in this Article IX express or implied shall be construed to prevent Purchaser from (i) terminating or modifying to any extent the employment or the employment relationship of any Transferred Employee at any time for any reason, or (ii) terminating or modifying to any extent or in any respect any employee benefit plan, program or arrangement that Purchaser may contribute to, maintain, or establish for the benefit of Transferred Employees or such other employees, directors, consultants, contractors, or otherwise, at any time for any reason, subject to the provisions of Sections 5.04 and 9.02 hereof.

Benefit Plans. Parent shall take all reasonable actions necessary to allow eligible employees of the Company that will be employees of the Surviving Corporation (“Transitioned Employees”), to participate in benefit programs which are substantially comparable to those maintained for the benefit of, or offered to, similarly situated employees of Parent, as a) As soon as administratively practicable after the Effective Time, PPBI shall take all reasonable action so that employees of SCB and its Subsidiaries shall be entitled to participate in each employee benefit plan, program or arrangement of PPBI and Pacific Premier of general applicability (the “PPBI Benefit Plans”) to the same extent as similarly-situated employees of PPBI and its Subsidiaries (it being understood that inclusion of the employees of SCB and its Subsidiaries in the PPBI Benefit Plans may occur at different times with respect to different plans), provided that coverage shall be continued under the corresponding Benefit Plans of SCB and its Subsidiaries until such employees are permitted by to participate in the terms PPBI Benefit Plans and provided further, however, that nothing contained herein shall require PPBI or any of its Subsidiaries to make any grants to any former employee of SCB and its Subsidiaries under any discretionary equity compensation plan of PPBI. PPBI shall cause each PPBI Benefit Plan in which employees of SCB and its Subsidiaries are eligible to participate to recognize, for purposes of determining eligibility to participate in, the vesting of benefits and for all other purposes (but not for accrual of pension benefits) under the PPBI Benefit Plans, the service of such Parent benefit plan or any insurance contract or agreement applicable thereto; employees with SCB and its Subsidiaries to the same extent as such service was credited for such purpose by SCB and its Subsidiaries, provided, however, that in the case of plans for which the Company maintains a plan offering the same type of benefit, such participation need service shall not be offered by Parent until recognized to the corresponding plan extent that such recognition would result in a duplication of benefits. Nothing herein shall limit the ability of PPBI to amend or terminate any of the Company ceases PPBI Benefit Plans or the SCB Benefit Plans in accordance with their terms at any time. (b) At and following the Effective Time, PPBI shall honor, and the Surviving Corporation shall continue to be available obligated to perform, in accordance with their terms, all benefit obligations to, and contractual rights of, current and former employees of SCB and its Subsidiaries and current and former directors of SCB and its Subsidiaries existing as of the Effective Date, as well as all bonus, deferred compensation or is terminated other existing plans and policies of SCB and its Subsidiaries to the extent that each of the foregoing are Previously Disclosed. The severance or termination payments which are payable pursuant to such agreements, plans or policies of SCB (which have been quantified in reasonable detail) have been Previously Disclosed. The current and former SCB directors or executive officers participating in any SCB deferred compensation plan, supplemental employee retirement plan or other deferred compensation arrangement as of and/or after the Effective Time. Parent will recognize employment services of each Transitioned Employee Time who enter into a release agreement with the Company for purposes of eligibility and vesting (but not benefit accrual) under any benefit plan of Parent. Each Transitioned Employee’s years of service with the Company and any of its Subsidiaries shall be otherwise recognized for all general employment purposes, including seniority, vacation, personal time and similar general employment purposes; provided, that any vacation time offered by Parent in the calendar year of PPBI no later than the Effective Time will receive the payments that he or she is entitled to any Transitioned Employee receive under such plan as of and/or after the Effective Time in accordance with the terms of such release agreement; provided that such release agreement shall be offset by any vacation not change the time used by and form of payment due under the plan or paid to arrangement in a Transitioned Employee by manner that would violate Section 409A of the Company or any Code. (c) At such time as employees of SCB and its Subsidiaries become eligible to participate in the calendar year a medical, dental or health plan of the Effective Time. In additionPPBI or its Subsidiaries, Parent will PPBI shall cause each such plan to (ai) waive all any preexisting condition limitations as to preexisting conditions, exclusions, waiting periods and service requirements with respect to participation and coverage requirements applicable to Transitioned Employees under any group health plan sponsored by Parent, except to the extent such preexisting conditionsconditions are covered under the applicable medical, exclusionhealth or dental plans of PPBI, waiting period or service requirement had not been satisfied by any such Transitioned Employee as of the Effective Time under a group health plan sponsored by the Company or any of its Subsidiaries; and (bii) provide each Transitioned Employee with full credit under such plans for any deductibledeductibles, copayment co-payment and out-of-pocket limits expenses incurred by the employees and their beneficiaries during the portion of the calendar year prior to such participation and (iii) waive any waiting period limitation or evidence of insurability requirement which would otherwise be applicable to such employee on or after the Effective Time to the extent such employee had satisfied any similar limitation or requirement under a corresponding SCB Benefit Plan prior to the Effective Time. (d) Those employees under any such group medical plan sponsored of SCB and its Subsidiaries who are not offered employment by PPBI or its Subsidiaries following the Company Effective Time, who are not a party to an employment agreement or otherwise entitled to an existing severance package and who sign and deliver a termination and release agreement (which will be negotiated between PPBI and SCB) within 30 days of the Effective Time shall be entitled to receive a single lump sum payment of severance equal to two weeks of salary for each year of service (with a prorated amount of payment for partial years), up to a maximum of 13 weeks. Such payments will be made by PPBI on the date the termination and release agreement that is executed by an employee becomes effective, which date shall be in the sole discretion of PPBI. If SCB or any of its Subsidiaries also has a severance pay plan, then any amounts paid pursuant to that plan shall reduce the amount that the employee will receive under this Section 6.11(d) and paid in no event shall there be any duplication of severance pay. Nothing contained in this Section 6.11(d) hereof shall be construed or interpreted to limit or modify in any way PPBI’s or its Subsidiaries at will employment policy or provide any third party beneficiary rights to employees of SCB or any of its Subsidiaries. In no event shall severance pay be taken into account in determining the amount of any other benefit (including but not limited to, an individual’s benefit under any retirement plan or policy). If, by reason of the controlling plan document, controlling law or otherwise, severance pay is taken into account in determining any other benefit, the severance pay otherwise payable shall be reduced by the Transitioned Employee prior present value of the additional benefit determined under other benefit plans attributable to the Effective Time during severance pay period. (e) Each of SCB and PPBI acknowledges and agrees that all provisions contained within this Section 6.11 with respect to Employees are included for the calendar year sole benefit of SCB and nothing contained in this Section 6.11 shall confer upon any other Person any rights or remedies of any nature whatsoever under or by reason of this Section 6.11. Nothing contained herein (i) shall be construed to establish, amend or modify any benefit plan, program or arrangement or (ii) alter or limit the Effective Timeability of PPBI to amend, modify or terminate any benefit plan, program or arrangement at any time established, sponsored or maintained by PPBI or any of its Subsidiaries. Each of SCB and PPBI agrees that the terms of this Section 6.11 do not and shall not create any right in any Person to continued employment with SCB, PPBI or any of their respective Subsidiaries or to any compensation or benefit.

Benefit Plans. Parent Company and Seller will take all action necessary or required to terminate the Company’s participation in all Company Benefit Plans prior to the Closing, and Seller shall indemnify Buyer or the Company for any claims or Liability related to administration of the Company Benefit Plans prior to the Closing. For the period prior to the Closing, the Company shall remain responsible for: (a) all Liabilities arising out of or relating to employee benefits or compensation plans, programs, agreements or arrangements sponsored, maintained or contributed to by the Company, including (i) all Liabilities arising under the Company Benefit Plans, and (ii) all Liabilities with respect to salaries, wages, commissions, bonuses, vacation, sick pay or paid time off and other employee benefits of any nature that are payable or owed to any current or former employee or independent contractor of the Company in respect of services rendered by such individuals prior to the Closing Date. (b) all severance and related obligations arising in connection with the termination of any employee of the Company whose employment is terminated prior to the Closing Date, including all Liabilities to provide "continuation coverage" to employees (and their covered dependents) under the applicable health plans of the Company with respect to all qualifying events under COBRA; and (c) all Liabilities arising out of or relating to any claims by any current or former employees or independent contractors of the Company with respect to any personal injuries, including workers’ compensation, disability or similar workers’ protection claims, arising prior to the Closing Date, regardless of when any such claim is made or asserted. (d) Company will pay or provide to the Company employees all compensation (including bonuses) and other benefits (including accrued sick leave, vacation, paid time off and personal days earned or accrued with respect to such employees’ service with the Company through the Closing. (e) Seller shall be responsible for any profit sharing contributions for 2009, if any. Prior to the Closing Date, Company and Seller shall take all reasonable actions necessary to allow eligible fully vest each Company employee in all of such employee’s accounts under the West Bancorporation, Inc. Employee Savings and Stock Ownership Plan (“Seller’s 401(k) Plan”). Within a reasonable period of time on or after the Closing, Seller shall transfer from the Plan to the Section 401(a) defined contribution plan established by the Buyer (“Buyer’s 401(k) Plan”) an amount equal to the aggregate account balances of the non-ESOP portion of the Seller’s 401(k) Plan held in the Seller’s 401(k) Plan as of the date of transfer with respect to all Company employees. The transfer of assets contemplated by this Section 6.5(e) shall be in cash or a combination of cash and in kind, as may be mutually agreeable to Seller and Buyer. Prior to the date of such transfer, and as preconditions thereto: Seller shall deliver to Buyer a copy of the most recently issued IRS determination letter that the Seller’s 401(k) Plan is qualified under the Code together with a representation from the Seller that from the date of such determination letter through the date of the transfer nothing has occurred which would bring into question the validity of such letter and the qualifications of the Seller’s 401(k) Plan under the Code or ERISA. Seller shall not take any action with respect to the Seller’s 401(k) Plan to create a right on behalf of the Company employees to distribution of non-ESOP plan assets from the Seller’s 401(k) Plan prior to such transfer. Notwithstanding the foregoing, in the event Buyer determines that a transfer of assets would require one or more amendments to the Buyer’s 401(k) Plan to comply with the requirements of § 411(d)(6) of the Code, no transfer of assets to the Buyer’s 401(k) Plan will be required unless Buyer, in its sole discretion, consents to making such amendment(s). On or prior to the Closing Date, Seller shall deliver to Buyer a list of all Company employees, indicating thereon the total amount deferred in pre-tax or after-tax dollars to the Seller’s 401(k) Plan by each Company employee under the terms of § 402(g) of the Code with respect to the plan year of the Seller’s 401(k) Plan in which the Closing occurs and the amount and terms of any promissory notes representing loans taken by participants in the Seller’s 401(k) Plan that are outstanding as of the Closing Date. (f) Seller shall be responsible for the costs and consequences associated with the termination of any Company employee who does not remain employed with the Company through Closing. (g) Seller shall be responsible for providing all notices and continuation coverage required under COBRA to all employees of the Company that will be employees who are or become "M&A Qualified Beneficiaries" (as such term is defined in Treasury Regulations §54.4980B-9) as a result of the Surviving Corporation (“Transitioned Employees”)consummation of this Agreement. Specifically, Seller agrees that all obligations to participate in benefit programs which provide such continuation coverage to M&A Qualified Beneficiaries are substantially comparable being allocated to those maintained for the benefit of, or offered to, similarly situated employees of Parent, as soon as practicable after the Effective Time, to the extent permitted by the terms of such Parent benefit plan or any insurance contract or agreement applicable thereto; provided, however, that in the case of plans for which the Company maintains a plan offering the same type of benefit, such participation need not be offered by Parent until the corresponding plan of the Company ceases to be available or is terminated after the Effective TimeSeller. Parent will recognize employment services of each Transitioned Employee with the Company for purposes of eligibility and vesting (but not benefit accrual) under any benefit plan of Parent. Each Transitioned Employee’s years of service with the Company and any of its Subsidiaries shall be otherwise recognized for all general employment purposes, including seniority, vacation, personal time and similar general employment purposes; provided, that any vacation time offered by Parent in the calendar year of the Effective Time to any Transitioned Employee shall be offset by any vacation time used by or paid to a Transitioned Employee by the Company If Seller or any of its Subsidiaries in the calendar year of the Effective Time. In addition, Parent will (a) waive all limitations as Affiliates cease to preexisting conditions, exclusions, waiting periods and service requirements with respect to participation and coverage requirements applicable to Transitioned Employees under any group health plan sponsored by Parent, except to the extent such preexisting conditions, exclusion, waiting period or service requirement had not been satisfied by any such Transitioned Employee as of the Effective Time under maintain a group health plan sponsored by care plan, then, notwithstanding any other provision of this Agreement to the Company or any of its Subsidiaries; and (b) provide each Transitioned Employee with credit contrary, Seller shall reimburse Buyers for any deductibleand all expenses incurred by Buyer in excess of the premiums collection by Buyers from M&A Qualified Beneficiaries and any actual reinsurance recoveries (including claims incurred under Buyers or its affiliates' group health plan, copayment and out-of-pocket limits applicable administrative fees, reinsurance premiums, etc.) in providing such continuation coverage to such employees under any such group medical plan sponsored by the Company or any of its Subsidiaries and paid by the Transitioned Employee prior to the Effective Time during the calendar year of the Effective TimeM&A Qualified Beneficiaries.

Benefit Plans. Parent shall take (a) With respect to each Benefit Plan of Lynx (each, a “Lynx Benefit Plan”): (i) such Lynx Benefit Plan has been administered and enforced in all reasonable actions necessary material respects in accordance with its terms and the requirements of any and all applicable Laws, and has been maintained, where required, in good standing with applicable regulatory authorities and Governmental Authorities; (ii) no breach of fiduciary duty has occurred; (iii) no Action is pending, or to allow eligible employees the Lynx’s Knowledge, threatened (other than routine claims for benefits arising in the ordinary course of administration); and (iv) all contributions and premiums required to be made with respect to a Lynx Benefit Plan have been timely made. Lynx has not incurred any obligation in connection with the Company that will be employees of the Surviving Corporation (“Transitioned Employees”), to participate in benefit programs which are substantially comparable to those maintained for the benefit termination of, or offered towithdrawal from, similarly situated employees any Lynx Benefit Plan. (b) The present value of Parentthe accrued benefit liabilities (whether or not vested) under each Lynx Benefit Plan, determined as soon as practicable after of the Effective Timeend of the Lynx’s most recently ended fiscal year on the basis of actuarial assumptions, each of which is reasonable, did not exceed the current value of the assets of such Lynx Benefit Plan allocable to such benefit liabilities. (c) The consummation of the transactions contemplated by this Agreement and the Ancillary Documents will not: (i) entitle any individual to severance pay, unemployment compensation or other benefits or compensation; or (ii) accelerate the time of payment or vesting, or increase the amount of any compensation due, or in respect of, any individual. (d) Except to the extent permitted required by the terms of such Parent benefit plan applicable Law, Lynx does not provide health or welfare benefits to any insurance contract former or agreement applicable thereto; provided, however, that in the case of plans for which the Company maintains a plan offering the same type of benefit, such participation need not be offered by Parent until the corresponding plan of the Company ceases to be available retired employee or is obligated to provide such benefits to any active employee following such employee’s retirement or other termination of employment or service. (e) All Lynx Benefit Plans can be terminated at any time as of or after the Effective Time. Parent will recognize employment services of each Transitioned Employee with the Company for purposes of eligibility and vesting (but not benefit accrual) under Closing Date without resulting in any benefit plan of Parent. Each Transitioned Employee’s years of service with the Company and any of its Subsidiaries shall be otherwise recognized for all general employment purposesliability to Lynx, including seniority, vacation, personal time and similar general employment purposes; provided, that any vacation time offered by Parent in the calendar year of the Effective Time to any Transitioned Employee shall be offset by any vacation time used by or paid to a Transitioned Employee by the Company or their respective Affiliates for any of its Subsidiaries in the calendar year of the Effective Time. In additionadditional contributions, Parent will (a) waive all limitations as to preexisting conditionspenalties, exclusionspremiums, waiting periods and service requirements with respect to participation and coverage requirements applicable to Transitioned Employees under any group health plan sponsored by Parentfees, except to the extent such preexisting conditionsfines, exclusion, waiting period or service requirement had not been satisfied by any such Transitioned Employee as of the Effective Time under a group health plan sponsored by the Company excise taxes or any of its Subsidiaries; and (b) provide each Transitioned Employee with credit for any deductible, copayment and out-of-pocket limits applicable to such employees under any such group medical plan sponsored by the Company other charges or any of its Subsidiaries and paid by the Transitioned Employee prior to the Effective Time during the calendar year of the Effective Timeliabilities.

Benefit Plans. Parent shall take all reasonable actions necessary to allow eligible employees of the Company that will be employees of the Surviving Corporation (“Transitioned Employees”), to participate in benefit programs which are substantially comparable to those maintained for the benefit of, or offered to, similarly situated employees of Parent, as a) As soon as administratively practicable after the Effective Time, EVBS shall take all reasonable action so that employees of VCB shall be entitled to participate in each employee benefit plan, program or arrangement of EVBS of general applicability (the “EVBS Benefit Plans”) to the same extent as similarly-situated employees of EVBS and its Subsidiaries (it being understood that inclusion of the employees of VCB in the EVBS Benefit Plans may occur at different times with respect to different plans); provided that coverage may be continued under the corresponding Benefit Plans of VCB (unless terminated prior to the Effective Date or Effective Time) until such employees are permitted to participate in the EVBS Benefit Plans; and provided, however, that nothing contained herein shall require EVBS or any of its Subsidiaries to make any grants to any former employee of VCB under any discretionary equity compensation plan of EVBS. EVBS shall, to the extent permitted by the terms of the relevant plan and applicable law, cause each EVBS Benefit Plan in which employees of VCB are eligible to participate to recognize, for purposes of determining eligibility to participate in, the vesting of benefits and for all other purposes (but not for accrual of pension benefits) under the EVBS Benefit Plans, the service of such Parent benefit plan or any insurance contract or agreement applicable theretoemployees with VCB to the same extent as such service was credited for such purpose by VCB; provided, however, that in the case of plans for which the Company maintains a plan offering the same type of benefit, such participation need service shall not be offered by Parent until recognized to the corresponding plan extent that such recognition would result in a duplication of benefits. (b) Nothing herein shall limit the ability of EVBS to request that VCB amend, freeze or terminate any of VCB’s Benefit Plans in accordance with their terms before the Merger, or to limit the ability of EVBS to amend, freeze or terminate any of VCB’s Benefit Plans in accordance with their terms after the Merger. Upon the request of EVBS, VCB shall use reasonable efforts to amend, freeze or terminate any of VCB’s Benefit Plans prior to the Effective Date or Effective Time, if EVBS determines that such action is necessary or appropriate to the transition of benefits for all employees after consummation of the Company ceases Transaction. (c) Subject to be available or is terminated after Sections 6.11(b), (g) and (h), at and following the Effective Time. Parent will recognize employment services , EVBS shall honor, and the Surviving Bank shall continue to be obligated to perform, in accordance with their terms, all benefit obligations to, and contractual rights of, current and former employees of each Transitioned Employee with the Company for purposes VCB and current and former directors of eligibility and vesting (but not benefit accrual) under any benefit plan of Parent. Each Transitioned Employee’s years of service with the Company and any of its Subsidiaries shall be otherwise recognized for all general employment purposes, including seniority, vacation, personal time and similar general employment purposes; provided, that any vacation time offered by Parent in the calendar year VCB existing as of the Effective Time Date, as well as all employment, severance, bonus, salary continuation, deferred compensation, split dollar, supplemental retirement or “change-in-control” agreements, plans or policies of VCB to any Transitioned Employee shall be offset by any vacation the extent that each of the foregoing is set forth in the VCB Disclosure Schedule and has not been terminated. The change in control, severance or termination payments that are payable pursuant to such agreements, plans or policies of VCB (which have been quantified in reasonable detail) are set forth in Section 6.10(c) of the VCB Disclosure Schedule. (d) At such time used by as employees of VCB become eligible to participate in a medical, dental or paid health plan of EVBS or its Subsidiaries, EVBS shall, to a Transitioned Employee the extent permitted by the Company or any of its Subsidiaries in the calendar year terms of the Effective Time. In additionrelevant plan and applicable law, Parent will cause each such plan to (ai) waive all any preexisting condition limitations as to preexisting conditions, exclusions, waiting periods and service requirements with respect to participation and coverage requirements applicable to Transitioned Employees under any group health plan sponsored by Parent, except to the extent such preexisting conditionsconditions are covered under the applicable medical, exclusionhealth or dental plans of EVBS, waiting period or service requirement had not been satisfied by any such Transitioned Employee as of the Effective Time under a group health plan sponsored by the Company or any of its Subsidiaries; and (bii) provide each Transitioned Employee with full credit under such plans for any deductibledeductibles, copayment co-payment and out-of-pocket limits expenses incurred by the employees and their beneficiaries during the portion of the calendar year prior to such participation and (iii) waive any waiting period limitation or evidence of insurability requirement that would otherwise be applicable to such employee on or after the Effective Time to the extent such employee had satisfied any similar limitation or requirement under an analogous Plan prior to the Effective Time. (e) Each of VCB, EVBS and EVB acknowledges and agrees that all provisions contained within this Section 6.10 with respect to employees under are included for the sole benefit of VCB and EVBS and shall not create any such group medical plan sponsored by the Company right (i) in any other Person, including, Benefit Plans or any beneficiary thereof or (ii) to continued employment with VCB, EVBS, its Subsidiaries or any of its Subsidiaries their respective affiliates. (f) An employee of VCB (other than an employee who is a party to an employment agreement or a severance agreement) whose employment is involuntarily terminated other than for cause following the Effective Time but on or before the date that is six months from the Effective Time shall be entitled to receive severance payments pursuant to VCB’s severance plan, as set forth in Section 5.03(m)(viii) of the VCB Disclosure Schedule. (g) Prior to the Effective Time and paid prior to the terminations described in Section 6.10(h), VCB shall take all steps necessary to (i) amend the Virginia Company Bank Supplemental Executive Retirement Plan Agreement for Xxxx Xxxxx (the “SERP”), including obtaining Xxxx Xxxxx’x consent to such amendment, to (A) freeze the benefit amount payable thereunder to the amount payable under the SERP in accordance with Section 3.02(b) thereof, and (B) remove any accelerated vesting provisions triggered upon a change in control or plan termination and (ii) amend all change in control and change in control employment agreements to (A) remove any excise tax gross-up provisions for “excess parachute payments” within the meaning of Section 280G of the Code and (B) add in each such agreement a cutback provision to avoid the payment of any excess parachute payments. All documents issued, adopted or executed in connection with the implementation of this Section shall be subject to EVBS’s prior review and approval, which shall not be unreasonably withheld, conditioned or delayed. (h) Prior to the Effective Time, at the request of EVBS, VCB shall take all steps necessary to (i) terminate all employment agreements, all change in control employment agreements, the SERP, and any other similar plans or arrangements (collectively, the “Affected Agreements”) immediately preceding the Effective Time, and (ii) pay upon, or within 30 days after, such termination in a lump sum, net of applicable tax withholdings, the amounts payable thereunder to each affected employee provided, however, that the amounts payable upon termination of the change in control employment agreements shall be reduced as necessary to insure that no amounts payable under the Affected Agreements (when aggregated with any other benefits or payments payable upon a change of control to the affected employee) will constitute an “excess parachute payment” within the meaning of Section 280G of the Code, as determined by EVBS’s outside accounting firm (the Transitioned Employee “Adjusted Plan Termination Payments”). All documents issued, adopted or executed in connection with the implementation of this Section shall be subject to EVBS’s prior review and approval, which shall not be unreasonably withheld, conditioned or delayed. (i) Prior to the Effective Time, VCB shall take all steps necessary to obtain (i) a general release from Xxxx X. Xxxxx associated with his employment prior to the Effective Time during the calendar year and (ii) a separation and release agreement from Xxxxxxx X. XxXxxxxxxx associated with his termination of employment. Such agreements shall be in a form acceptable to EVBS. (j) Prior to the Effective Time, VCB shall take all steps necessary to cancel the restricted stock agreement between VCB and Xxxx Xxxxx dated January 28, 2013. Such cancellation shall be subject to EVBS’s prior review and approval, which shall not be unreasonably withheld, conditioned or delayed.

Benefit Plans. Parent shall take all reasonable actions necessary to allow eligible employees (a) For a period of the Company that will be employees of the Surviving Corporation (“Transitioned Employees”), to participate in benefit programs which are substantially comparable to those maintained for the benefit of, or offered to, similarly situated employees of Parent, as soon as practicable one year after the Effective Time, Parent shall provide benefits to employees of the extent permitted Company and the Company Subsidiaries that are substantially comparable in the aggregate to those in effect for such employees on the date of this Agreement. (b) With respect to any "employee benefit plan", as defined in Section 3(3) of ERISA, maintained by the terms of such Parent benefit plan or any insurance contract Parent Subsidiary in which employees of the Company or agreement applicable theretoany Company Subsidiary participate after the Effective Time, service with the Company or any Company Subsidiary shall be treated as service with Parent or the Parent Subsidiaries for purposes of determining eligibility to participate and vesting (but not for purposes of benefit accrual or level of benefits); provided, however, that in the case of plans for which the Company maintains a plan offering the same type of benefit, such participation need service shall not be offered by Parent until recognized to the corresponding plan extent that such recognition would result in any duplication of benefits. For the avoidance of doubt, no employee of the Company ceases or any Company Subsidiary will be entitled to receive benefits or credits under formulae applicable to employees of Parent or any Parent Subsidiary hired prior to January 1, 2001. (c) Parent shall waive, or cause to be available waived, any pre-existing condition limitation under any welfare benefit plan maintained by Parent or is terminated any of its affiliates (other than the Company) in which employees of the Company and the Company Subsidiaries and their eligible dependents) will be eligible to participate from and after the Effective Time, except to the extent that such pre-existing condition limitation would have been applicable under the comparable Company welfare benefit plan immediately prior to the Effective Time. Parent will recognize employment services shall recognize, or cause to be recognized, the dollar amount of all expenses incurred by each Transitioned Employee with Company employee (and his or her eligible dependents) during the Company calendar year in which the Effective Time occurs for purposes of eligibility satisfying such year's deductible and vesting (but not co-payment limitations under the relevant welfare benefit accrual) under any benefit plan of Parent. Each Transitioned Employee’s years of service with the Company plans in which they will be eligible to participate from and any of its Subsidiaries shall be otherwise recognized for all general employment purposes, including seniority, vacation, personal time and similar general employment purposes; provided, that any vacation time offered by Parent in the calendar year of after the Effective Time to any Transitioned Employee shall be offset by any vacation time used by or paid to a Transitioned Employee by the Company or any of its Subsidiaries in the calendar year of the Effective Time. In addition, Parent will (a) waive all limitations as to preexisting conditions, exclusions, waiting periods and service requirements with respect to participation and coverage requirements applicable to Transitioned Employees under any group health plan sponsored by Parent, except to the extent such preexisting conditions, exclusion, waiting period or service requirement had not been satisfied by any such Transitioned Employee as of amounts were so recognized under the Effective Time under a group health comparable Company welfare benefit plan sponsored by the Company or any of its Subsidiaries; and (b) provide each Transitioned Employee with credit for any deductible, copayment and out-of-pocket limits applicable to such employees under any such group medical plan sponsored by the Company or any of its Subsidiaries and paid by the Transitioned Employee immediately prior to the Effective Time during the calendar year of the Effective Time.

Benefit Plans. Parent shall take (i) Other than as disclosed in the Mitel Data Room or the Mitel Public Documents, there are no material pension or retirement income plans of Mitel. (ii) The costs of funding the Mitel Benefit Plans are, in all reasonable actions necessary material respects, described in the Mitel Data Room or the Mitel Public Documents. (iii) Each Mitel Benefit Plan has been established, registered, amended, funded, administered, and invested in all material respects in accordance with its terms and applicable Laws and any contributions required to allow eligible employees be made under each material Mitel Benefit Plan, as of the Company that will be employees of the Surviving Corporation (“Transitioned Employees”)date hereof, to participate have been timely made in benefit programs which are substantially comparable to those maintained for the benefit of, or offered to, similarly situated employees of Parent, as soon as practicable after the Effective Time, to the extent permitted by accordance with the terms of such Parent benefit plan or any insurance contract or agreement each material Mitel Benefit Plan and applicable thereto; providedLaws, however, that and all obligations in respect of each Mitel Benefit Plan have been properly accrued and reflected in the case audited consolidated financial statements for Mitel in accordance with U.S. GAAP as of plans and for which the Company maintains a plan offering fiscal year ended on April 30, 2013, including the same type of benefitnotes thereto and the report by Mitel’s auditors thereon. All employer and employee payments, such participation need not be offered by Parent until the corresponding plan of the Company ceases contributions and premiums required to be available remitted, paid to or is terminated after the Effective Time. Parent will recognize employment services in respect of each Transitioned Employee Mitel Benefit Plan have been paid or remitted in a timely fashion in accordance with its terms and all Laws in all material respects. To the Company knowledge of Mitel, there are no investigations by a Governmental Entity or material claims (other than routine claims for purposes payment of eligibility benefits) pending or threatened involving any Mitel Benefit Plan or its assets, and vesting (but not benefit accrual) under any benefit plan of Parent. Each Transitioned Employee’s years of service with the Company and any of its Subsidiaries shall no facts exist which could reasonably be otherwise recognized for all general employment purposes, including seniority, vacation, personal time and similar general employment purposes; provided, that any vacation time offered by Parent in the calendar year of the Effective Time expected to give rise to any Transitioned Employee shall such investigation order or material claim (other than routine claims for payment of benefits). (iv) No event has occurred respecting any Mitel Benefit Plan which would entitle a Person (without the consent of Mitel) to wind-up or terminate any Mitel Benefit Plan in whole or in part, except where such wind-up or termination would not reasonably be offset expected to have a Mitel Material Adverse Effect. (v) To the knowledge of Mitel, there has been no amendment to, announcement by any vacation time used by or paid to a Transitioned Employee by the Company Mitel or any of its Subsidiaries relating to or change in employee participation, coverage, or benefits provided under, any Mitel Benefit Plan which would increase materially the expense of maintaining such plan above the level of the expense incurred therefor for the most recent fiscal year. (vi) Except as disclosed in the calendar year Mitel Data Room, there are no material unfunded liabilities in respect of any Mitel Benefit Plan which provides pension benefits, superannuation benefits or retirement savings, including any “registered pension plans” as that term is defined in the Income Tax Act, or any supplemental pension plans (including going concern unfunded liabilities, solvency deficiencies or wind-up deficiencies, where applicable). (vii) No liabilities or obligations under any of the Effective Time. In additionMitel Benefit Plans in respect of any employees on disability would, Parent will individually or in the aggregate, reasonably be expected to have a Mitel Material Adverse Effect. (aviii) waive all limitations as to preexisting conditionsNone of the Mitel Benefit Plans, exclusionsor any insurance contract relating thereto, waiting periods and service requirements with respect to participation and coverage requirements applicable to Transitioned Employees under require or permit a retroactive increase in premiums or payments on termination of the Mitel Benefit Plan or any group health plan sponsored by Parentinsurance contract relating thereto, except where such increase or payments, individually or in the aggregate, would not have a Mitel Material Adverse Effect. (ix) All material data necessary to administer each Mitel Benefit Plan is in the extent such preexisting conditions, exclusion, waiting period possession of Mitel or service requirement had not been satisfied by any such Transitioned Employee as of the Effective Time under a group health plan sponsored by the Company or any of its Subsidiaries; and (b) provide each Transitioned Employee with credit for any deductible, copayment and out-of-pocket limits applicable to such employees under any such group medical plan sponsored by the Company or any of its Subsidiaries and paid by the Transitioned Employee prior to the Effective Time during the calendar year of the Effective Timeagents.

Benefit Plans. (a) To the extent requested by Parent shall take all reasonable actions necessary no later than five (5) days prior to allow eligible employees the Closing Date, effective as of the Company that will be employees day immediately prior to the Closing Date and contingent upon the occurrence of the Surviving Corporation Closing, the Company shall adopt resolutions to terminate or cause the termination of each U.S. tax-qualified defined contribution plan provided to Company Employees. (“Transitioned Employees”), to participate in benefit programs which are substantially comparable to those maintained for the benefit of, or offered to, similarly situated employees of Parent, as soon as practicable after b) Following the Effective Time, Parent will arrange for each participant (including, without limitation, all dependents) in the Company Employee Plans (the “Company Participants”) to participate in plans or arrangements of Parent or its applicable subsidiary that are substantially similar to the extent permitted by the terms of such Parent benefit plan or any insurance contract or agreement applicable thereto; provided, however, that in the case of plans for which the Company maintains a plan offering the same type of benefit, such participation need not be offered by Parent until the corresponding plan Employee Plans set forth on Section 3.17(a) of the Company ceases Disclosure Schedule, in the aggregate (“Parent Plans”). To the extent that any Company Participant is not eligible to be available or is terminated after participate in any Parent Plan (other than any U.S. tax-qualified defined contribution plan sponsored by Parent) as of immediately following the Effective Time. Time due to eligibility waiting periods applicable to Parent Plans, Parent will recognize employment services of each Transitioned Employee with continue (or cause the Company to continue) to maintain the Company Employee Plans (other than any U.S. tax-qualified defined contribution plan provided to Company Employees) on substantially the same terms as in effect immediately prior to the Effective Time until such time as the eligibility waiting periods applicable to the Parent Plans are satisfied. Following the Closing Date, Parent will use commercially reasonable efforts to cause (i) each Company Participant to receive credit for purposes of eligibility to participate and vesting (but not benefit accrual) under any benefit plan of Parent. Each Transitioned Employee’s such Parent Plans for years of service with the Company and any of its Subsidiaries shall be otherwise recognized for all general employment purposes, including seniority, vacation, personal time and similar general employment purposes; provided, that any vacation time offered by Parent in the calendar year of the Effective Time to any Transitioned Employee shall be offset by any vacation time used by or paid to a Transitioned Employee by the Company (or any of its Subsidiaries in predecessors) prior to the calendar year of the Effective Time. In additionClosing Date, Parent will and (aii) waive any and all limitations as to preexisting conditionspre-existing condition limitations, exclusions, eligibility waiting periods and service evidence of insurability requirements with respect to participation and coverage requirements applicable to Transitioned Employees under any Parent Plans that are group health plan sponsored by Parent, except to the extent plans in which such preexisting conditions, exclusion, waiting period or service requirement had not been satisfied by any such Transitioned Employee as of the Effective Time under a group health plan sponsored by the Company or any of its Subsidiaries; Participants will participate to be waived and (b) will use commercially reasonable efforts to provide each Transitioned Employee with credit for any co-payments and deductibles prior to the Closing Date for purposes of satisfying any applicable deductible, copayment and out-of-pocket limits applicable to such employees or similar requirements under any such group medical plan sponsored by plans that may apply after the Company or any of its Subsidiaries and paid by the Transitioned Employee prior to the Effective Time during the calendar year of the Effective TimeClosing Date.

Benefit Plans. Parent shall take all reasonable actions necessary to allow eligible employees (a) After the Effective Time, for a period of the Company that will be employees of the Surviving Corporation (“Transitioned Employees”), to participate in benefit programs which are substantially comparable to those maintained for the benefit of, or offered to, similarly situated employees of Parent, as soon as practicable not less than one year after the Effective Time, Parent shall cause the Surviving Corporation to the extent permitted by the terms of such Parent benefit plan or any insurance contract or agreement applicable thereto; provided, however, that in the case of plans for which the Company maintains a plan offering the same type of benefit, such participation need not be offered by Parent until the corresponding plan provide employees of the Company ceases to be available or is terminated after the Effective Time. Parent will recognize employment services who remain employees of each Transitioned Employee with the Company with compensation and employee benefits (other than equity-based plans) that are not materially less favorable in the aggregate to such employees than those benefits the Company provides to those employees as of the date of this Agreement. (b) To the extent that employees of the Company and its Subsidiaries become eligible to participate in any employee benefit plan, program or arrangement maintained by Parent or any of its Subsidiaries (including any severance plan), then for purposes of eligibility to participate, vesting and, solely for the purposes of vacation and vesting (but not benefit severance, benefits accrual) under any benefit plan of Parent. Each Transitioned Employee’s years of , service with the Company and any of its Subsidiaries shall be otherwise recognized for all general employment purposes, including seniority, vacation, personal time and similar general employment purposes; provided, that any vacation time offered by Parent in the calendar year of the Effective Time to any Transitioned Employee shall be offset by any vacation time used by or paid to a Transitioned Employee by the Company or any of its Subsidiaries in the calendar year of the Effective Time. In addition, Parent will (a) waive all limitations as prior to preexisting conditions, exclusions, waiting periods and service requirements with respect to participation and coverage requirements applicable to Transitioned Employees under any group health plan sponsored by Parent, except to the extent such preexisting conditions, exclusion, waiting period or service requirement had not been satisfied by any such Transitioned Employee as of the Effective Time under a group health plan sponsored by the Company shall be treated as service with Parent or any of its Subsidiaries; provided, however, that such service need not be recognized to the extent that such recognition would result in any duplication of benefits or such service would not be counted under the terms of the applicable plan for similarly situated employees of Parent. In addition, to the extent permissible by the applicable insurance carrier or vendor on commercially reasonable terms, all such plans shall waive any pre-existing conditions, actively-at-work exclusions and (b) waiting periods with respect to participation by and coverage of such employees and shall provide each Transitioned Employee with credit that any expenses, co-payments, and deductibles paid or incurred on or before the Acceptance Time and the Effective Time by or on behalf of any such employees shall be taken into account under applicable Parent benefit plans for any purposes of satisfying applicable deductible, copayment coinsurance and maximum out-of-pocket limits applicable to such employees under any such group medical plan sponsored by provisions. (c) No employee of the Company or any of its Subsidiaries shall be a third party beneficiary under this Section 7.6 and paid by this Section is not intended to, and shall not, constitute an amendment or modification of any Employee Benefit Plan for purposes of ERISA or otherwise. (d) All shares of Common Stock held in the Transitioned Employee prior to ASV Stock Fund as of the Effective Time during will be converted into the calendar year of the Effective TimeMerger Consideration in accordance with Section 3.1.

Benefit Plans. (a) During the 18-month period commencing on the Effective Time, Parent shall take all reasonable actions necessary provide, or cause the Surviving Corporation and its Subsidiaries to allow eligible provide, for the benefit of current employees of the Company that will be and any of its Subsidiaries who become employees of the Surviving Corporation or any of its Subsidiaries (“Transitioned Employees”), while employed by the Surviving Corporation or any of its Subsidiaries after the Closing Date: (i) salary that is at least as favorable as the salary provided to participate such Transitioned Employees immediately before the Effective Time; (ii) bonus and long-term incentive opportunities that, in benefit programs which the aggregate, are substantially comparable to those maintained for the benefit of, or offered to, similarly situated employees of Parent, as soon as practicable after bonus and long-term incentive opportunities provided to such Transitioned Employees immediately before the Effective TimeTime and consistent with prior practice; and (iii) benefits provided under Company Plans providing welfare and retirement benefits that are, in the aggregate, substantially comparable to those benefits provided to the extent permitted by the terms of such Parent benefit plan or any insurance contract or agreement applicable thereto; provided, however, that in the case of plans for which the Company maintains a plan offering the same type of benefit, such participation need not be offered by Parent until the corresponding plan of the Company ceases to be available or is terminated after Transitioned Employees immediately before the Effective Time. Parent The Parent, the Surviving Corporation and their Affiliates will give the Transitioned Employees credit for, and will recognize employment the services of each Transitioned Employee with or recognized by the Company and any of its Subsidiaries for purposes of eligibility and vesting (but not benefit accrual) under any benefit or compensation plan or arrangement of the Parent, the Surviving Corporation and their Affiliates providing benefits to such Transitioned Employee. Each Transitioned Employee’s years of service with or recognized by the Company and any of its Subsidiaries shall be otherwise recognized for all general employment purposes, including seniority, and calculating vacation, severance, retention, sick pay and personal time and similar general employment purposestime; provided, that any vacation time offered by the Parent in the calendar year of the Effective Time to any Transitioned Employee shall be offset by any vacation time used by or paid to a Transitioned Employee by the Company or any of its Subsidiaries in the calendar year of the Effective Time. In addition, the Parent will (a) waive all limitations as to preexisting conditions, exclusions, waiting periods and service requirements with respect to participation and coverage requirements applicable to Transitioned Employees under any group health or welfare plan sponsored by the Parent, the Surviving Corporation or their Affiliates except to the extent such preexisting conditions, exclusion, waiting period or service requirement had not been satisfied by any such Transitioned Employee as of the Effective Time under a group health plan sponsored by the Company or any of its Subsidiaries; , and (b) provide each Transitioned Employee with credit for any deductible, copayment and out-of-pocket limits applicable to such employees under any such group medical health plan sponsored by the Company or any of its Subsidiaries and paid by the Transitioned Employee prior to the Effective Time during the calendar year of the Effective Time. (b) From and after the Effective Time, the Parent shall assume and honor, or cause the Surviving Corporation or any of its Subsidiaries to assume and honor, the International Securities Exchange Profit Sharing Plan (the “Company Profit Sharing Plan”) to the extent legally binding on the Parent, the Surviving Corporation or any of its Subsidiaries. Any outstanding unvested options under the Company Profit Sharing Plan to purchase designated property as provided under such plan shall become fully vested effective as of the Effective Time (an “Accelerated Option”). Participants in the Company Profit Sharing Plan shall be required to (i) exercise any such Accelerated Option or any option under the Company Profit Sharing Plan to purchase designated property that vests or vested prior to January 1, 2005 ( a “Grandfathered Option”) at any time during the calendar year in which the Closing occurs; (ii) exercise any option under the Company Profit Sharing Plan to purchase designated property that vested in 2007 (but prior to the Effective Time) (a “2007 Option”) at any time prior to January 1, 2008; and (iii) receive payment relating to such Accelerated Option, vested Option and 2007 Option (collectively, the “PSP Options”) in accordance with the terms of the Company Profit Sharing Plan and underlying award agreement. In the event that a participant does not exercise any PSP Option within the time periods prescribed herein, such PSP Option shall be cancelled without any payment with respect to such PSP Option. The Company and its Subsidiaries shall take all reasonable actions necessary or advisable to effect the intent of this Section 7.1(b) including amending the Company Profit Sharing Plan. (c) From and after the Effective Time, the Parent shall assume and honor, or cause the Surviving Corporation and its Subsidiaries to honor, the retention program which shall be established prior to the Closing Date substantially in accordance with the terms set forth in Section 7.1(c) of the Company Disclosure Schedule. (d) The Parent recognizes that, notwithstanding Section 6.1(f), the employment agreements listed on the Company Disclosure Schedule are scheduled to expire on December 31, 2007, and that between the date hereof and the Closing Date, the Company and its Subsidiaries shall negotiate in good faith with the employees covered by such employment agreements for the renewal and extension of such employment agreements on terms and conditions that are based on the current terms and conditions specified in such agreements; provided, that the Company and its Subsidiaries shall keep the Parent apprised of the status of the negotiations and in good faith take into account the Parent’s comments, and prior to finalizing any such agreements, obtain the Parent’s consent, which shall not be unreasonably withheld. None of the Parent, the Company, the Surviving Corporation or any of their Subsidiaries shall deliver a notice of nonrenewal of any such employment agreements to any of the employees covered by such employment agreements before January 1, 2008. (e) The provisions of this Section 7.1 are solely for the benefit of the respective parties to this Agreement and nothing in this Section 7.1, express or implied, shall confer upon any Transitioned Employee, or legal representative or beneficiary thereof, any rights or remedies, including any right to employment or continued employment for any specified period, or compensation or benefits of any nature or kind whatsoever under this Agreement. Nothing herein shall require the Parent or the Surviving Corporation to continue any particular Company Plan or prevent the amendment or termination thereof (subject to the requirements of this Section 7.1 including, without limitation, the requirement to maintain compensation and benefits at levels provided in such section); provided, however, that the Parent and the Surviving Corporation shall not take, or cause to be taken, any action (by way of amendment, termination or otherwise) that is in violation of the terms of any Company Plan or applicable Law, nor shall the Parent or the Surviving Corporation take, or cause to be taken, any such action that requires the consent, waiver or agreement of the affected employee (or such employee’s beneficiary or dependent) without first obtaining such consent, waiver or agreement.

Benefit Plans. Parent shall take all reasonable actions necessary to allow eligible employees of the Company that will be employees of the Surviving Corporation (“Transitioned Employees”), to participate in benefit programs which are substantially comparable to those maintained for the benefit of, or offered to, similarly situated employees of Parent, as a) As soon as administratively practicable after the Effective Time, FNB shall take all reasonable action so that employees of IRGB and its Subsidiaries shall be entitled to participate in each employee benefit plan, program or arrangement of FNB of general applicability with the exception of FNB’s defined benefit pension plan (the “FNB Plans”) to the same extent as similarly-situated employees of FNB and its Subsidiaries, it being understood that inclusion of the employees of IRGB and its Subsidiaries in the FNB Plans may occur at different times with respect to different plans, provided that coverage shall be continued under corresponding Benefit Plans of IRGB and its Subsidiaries until such employees are permitted to participate in the FNB Plans and provided further, however, that nothing contained herein shall require FNB or any of its Subsidiaries to make any grants to any former employee of IRGB under any discretionary equity compensation plan of FNB. FNB shall cause each FNB Plans in which employees of IRGB and its Subsidiaries are eligible to participate to recognize, for purposes of determining eligibility to participate in, the vesting of benefits under the FNB Plans, the service of such employees with IRGB and its Subsidiaries to the same extent as such service was credited for such purpose by IRGB, provided, however, that such service shall not be recognized to the extent that such recognition would result in a duplication of benefits. Except for the commitment to continue those Benefit Plans of IRGB and its Subsidiaries that correspond to FNB Plans until employees of IRGB and its Subsidiaries are included in such FNB Plans, nothing herein shall limit the ability of FNB to amend or terminate any of IRGB’s Benefit Plans in accordance with and to the extent permitted by their terms at any time permitted by such terms. (b) At and following the Effective Time, and except as otherwise provided in Section 6.6(d) FNB shall honor, and the Surviving Company shall continue to be obligated to perform, in accordance with their terms, all benefit obligations to, and contractual rights of, current and former employees of IRGB and its Subsidiaries and current and former directors of IRGB and its Subsidiaries existing as of the Effective Date, as well as all employment, executive severance or “change-in-control” or similar agreements, plans or policies of IRGB that are set forth on Schedule 6.6(b) of the IRGB Disclosure Schedule, subject to the receipt of any necessary approval from any Governmental Entity. The severance or termination payments that are payable pursuant to such agreements, plans or policies of IRGB are set forth on Schedule 6.6(b) of the IRGB Disclosure Schedule. Following the consummation of the Merger and for one year thereafter, FNB shall, to the extent not duplicative of other severance benefits, pay employees of IRGB or its Subsidiaries who are terminated for other than cause, severance as set forth on Schedule 6.6(b) of the FNB Disclosure Schedule. Following the expiration of the foregoing severance policy, any years of service recognized for purposes of this Section 6.6(b) will be taken into account under the terms of any applicable severance policy of FNB or its Subsidiaries. (c) At such Parent benefit plan time as employees of IRGB and its Subsidiaries become eligible to participate in a medical, dental or any insurance contract or agreement applicable thereto; provided, however, that in the case of plans for which the Company maintains a plan offering the same type of benefit, such participation need not be offered by Parent until the corresponding health plan of FNB or its Subsidiaries, FNB shall cause each such plan to (i) waive any preexisting condition limitations to the Company ceases extent such conditions are covered under the applicable medical, health or dental plans of FNB and (ii) waive any waiting period limitation or evidence of insurability requirement that would otherwise be applicable to be available such employee or is terminated dependent on or after the Effective Time. Parent will recognize employment services of each Transitioned Employee with the Company for purposes of eligibility and vesting (but not benefit accrual) under any benefit plan of Parent. Each Transitioned Employee’s years of service with the Company and any of its Subsidiaries shall be otherwise recognized for all general employment purposes, including seniority, vacation, personal time and similar general employment purposes; provided, that any vacation time offered by Parent in the calendar year of the Effective Time to any Transitioned Employee shall be offset by any vacation time used by or paid to a Transitioned Employee by the Company or any of its Subsidiaries in the calendar year of the Effective Time. In addition, Parent will (a) waive all limitations as to preexisting conditions, exclusions, waiting periods and service requirements with respect to participation and coverage requirements applicable to Transitioned Employees under any group health plan sponsored by Parent, except to the extent such preexisting conditions, exclusion, waiting period employee or service dependent had satisfied any similar limitation or requirement had not been satisfied by any such Transitioned Employee as of the Effective Time under a group health plan sponsored by the Company or any of its Subsidiaries; and (b) provide each Transitioned Employee with credit for any deductible, copayment and out-of-pocket limits applicable to such employees under any such group medical plan sponsored by the Company or any of its Subsidiaries and paid by the Transitioned Employee an analogous Benefit Plan prior to the Effective Time during the calendar year of Time. (d) Immediately prior to the Effective Time, IRGB shall, at the written request of FNB, freeze or terminate such of the IRGB Benefit Plans as is requested by FNB.

Benefit Plans. Parent (a) Following the Effective Time, FNB shall take all reasonable actions necessary to allow eligible action so that employees of PFC and the Company that will PFC Subsidiaries shall be employees of the Surviving Corporation (“Transitioned Employees”)entitled to participate, to participate in benefit programs which are substantially comparable to those maintained for the benefit of, or offered to, similarly situated employees of Parent, effective as soon as administratively practicable after following the Effective Time, in each employee benefit plan, program or arrangement of FNB of general applicability with the exception of FNB’s defined benefit pension plan and any other plans frozen to new participants (the “FNB Plans”) to the same extent as similarly-situated employees of FNB and its Subsidiaries, it being understood that inclusion of the employees of PFC and the PFC Subsidiaries in the FNB Plans may occur at different times with respect to different plans, provided that coverage shall be continued under corresponding Benefit Plans of PFC and the PFC Subsidiaries until such employees are permitted to participate in the FNB Plans and provided further, however, that nothing contained in this Agreement shall require FNB or any of its Subsidiaries to make any grants to any former employee of PFC under any discretionary equity compensation plan of FNB. FNB shall cause each FNB Plan in which employees of PFC and the PFC Subsidiaries are eligible to participate to recognize, for purposes of determining eligibility to participate in, the vesting of benefits under the FNB Plans and the entitlement to benefits under the FNB Plans (including, but not limited to, severance benefit and vacation plans), the service of such employees with PFC and the PFC Subsidiaries (or predecessor companies) to the same extent as such service was credited for such purpose by PFC or the PFC Subsidiaries, provided, however, that such service shall not be recognized to the extent that such recognition would result in a duplication of benefits. Except for the commitment to continue those Benefit Plans of PFC and the PFC Subsidiaries that correspond to FNB Plans until employees of PFC and the PFC Subsidiaries are included in such FNB Plans, nothing in this Agreement shall limit the ability of FNB to amend or terminate any of PFC’s Benefit Plans in accordance with and to the extent permitted by their terms at any time permitted by such terms. (b) At and following the Effective Time, and except as otherwise provided in Section 6.6(d), FNB shall honor, and, to the extent required by any individual agreement, assume, and the Surviving Company shall continue to be obligated to perform, in accordance with their terms, all benefit obligations to, and contractual rights of, current and former employees of PFC and the PFC Subsidiaries and current and former directors of PFC and the PFC Subsidiaries existing as of the Effective Date, as well as all employment, executive severance or “change-in-control” or similar agreements, plans or policies of PFC that are set forth in Section 6.6(b) of the PFC Disclosure Schedule. The severance or termination payments that are payable pursuant to any such severance agreements, plans or policies of PFC are described in Section 6.6(b) of the PFC Disclosure Schedule. Following the consummation of the Merger and for one year thereafter, FNB shall, to the extent not duplicative of other severance benefits, pay employees of PFC or its Subsidiaries whose employment is terminated by FNB for reasons other than cause, severance as set forth in Section 6.6(b) of the FNB Disclosure Schedule. Following the expiration of the foregoing severance policy, any years of service recognized for purposes of this Section 6.6(b) will be taken into account under the terms of any applicable severance policy of FNB or its Subsidiaries. (c) At such Parent benefit plan time as employees of PFC and the PFC Subsidiaries become eligible to participate in a medical, dental or any insurance contract or agreement applicable thereto; provided, however, that in the case of plans for which the Company maintains a plan offering the same type of benefit, such participation need not be offered by Parent until the corresponding health plan of FNB or its Subsidiaries, to the Company ceases extent reasonably practicable and available from its insurers, cause each such plan to be available or is terminated after the Effective Time. Parent will recognize employment services of each Transitioned Employee with the Company for purposes of eligibility and vesting (but not benefit accrual) under any benefit plan of Parent. Each Transitioned Employee’s years of service with the Company and any of its Subsidiaries shall be otherwise recognized for all general employment purposes, including seniority, vacation, personal time and similar general employment purposes; provided, that any vacation time offered by Parent in the calendar year of the Effective Time to any Transitioned Employee shall be offset by any vacation time used by or paid to a Transitioned Employee by the Company or any of its Subsidiaries in the calendar year of the Effective Time. In addition, Parent will (ai) waive all any preexisting condition limitations as to preexisting conditions, exclusions, waiting periods and service requirements with respect to participation and coverage requirements applicable to Transitioned Employees under any group health plan sponsored by Parent, except to the extent such preexisting conditionsconditions are covered under the applicable medical, exclusion, waiting period health or service requirement had not been satisfied by any such Transitioned Employee as dental plans of the Effective Time under a group health plan sponsored by the Company or any of PFC and its Subsidiaries; and , (bii) provide each Transitioned Employee with credit for honor under such plans any deductibledeductibles, copayment co-payments and out-of-pocket limits expenses incurred by the employees of PFC and its Subsidiaries and their beneficiaries during the portion of the plan year prior to such participation, and (iii) waive any waiting period limitation or evidence of insurability requirement that would otherwise be applicable to such employees employee or dependent on or after the Effective Time to the extent such employee or dependent had satisfied any similar limitation or requirement under any such group medical plan sponsored by the Company or any of its Subsidiaries and paid by the Transitioned Employee an analogous Benefit Plan prior to the Effective Time during Time. (d) PFC shall permit the calendar year PFC Employee Stock Ownership Plan as amended and restated effective as of January 1, 2008 (the “ESOP”) to terminate in accordance with its terms effective as of the occurrence of a “change in control” as defined in Section 7.4(e) of the ESOP (the “ESOP CIC Date”) and the accounts of all participants and beneficiaries in the ESOP as of the ESOP CIC Date to become fully vested as of the ESOP CIC Date. All shares of PFC Common Stock held in the ESOP shall be converted into the Common Stock Merger Consideration. As soon as practicable after the date hereof, PFC shall, after consultation with FNB, file or cause to be filed all necessary documents with the IRS for a determination letter that the termination of the ESOP as of the ESOP CIC Date will not adversely affect the ESOP’s qualified status, with a copy to be provided to FNB and its counsel. Prior to the Effective Time, PFC and, following the Effective Time, FNB shall use their respective reasonable best efforts to obtain such favorable determination letter (including, but not limited to, adopting such amendments to the ESOP as may be requested by the IRS as a condition to its issuance of a favorable determination letter). As soon as practicable following the later of the Effective Time or the receipt of a favorable determination letter from the IRS regarding the qualified status of the ESOP upon its termination, the account balances in the ESOP shall be either distributed to participants and beneficiaries or transferred to an eligible tax-qualified retirement plan or individual retirement account as a participant or beneficiary may direct, except that ESOP participants whose employment is terminated by FNB may elect to receive their ESOP account balance prior to the receipt of the IRS determination letter but following their termination of employment. FNB agrees to permit ESOP participants who become employees of FNB and its Subsidiaries to roll over their account balances in the ESOP to the FNB 401(k) Plan. (e) Immediately prior to the Effective Time, PFC shall, at the written request of FNB, freeze or terminate such of the PFC Benefit Plans as is requested by FNB, provided that such request is received from FNB in a timely manner. (f) In order to assist with a smooth transition of the operations of PFC and its Subsidiaries and the transactions which this Agreement contemplates, FNB or one of its Subsidiaries agree to offer employment to certain officers and employees of PFC and its Subsidiaries as employees of FNB and its Subsidiaries following the Effective Time upon the terms and subject to the conditions set forth in Section 6.6(f) of the FNB Disclosure Schedule.

Benefit Plans. Parent (a) Effective as of 12:01 a.m. on the Closing Date, and provided that the Closing occurs, each Company Continuing Employee shall take cease all reasonable actions necessary active participation in and accrual of benefits under the Benefit Plans that are not Assumed Benefit Plans (the “Retained Benefit Plans”). The Seller shall retain sponsorship of, shall make all required payments to allow eligible employees any Company Continuing Employee under, and shall retain and indemnify and hold harmless the Purchaser and its Affiliates (including, for clarity, the Holding Companies and Company Subsidiaries) against, all Losses under the Retained Benefit Plans, whether arising before, on or after the Closing, and the Purchaser and its Affiliates (including, for clarity, the Holding Companies and Company Subsidiaries) shall not assume sponsorship of, contribute to or maintain, or have any Liability with respect to, the Retained Benefit Plans. For further clarity, on or following the Closing Date, no amounts whether in cash or in equity relating to a Retained Benefit Plan shall be paid through the payroll system of the Company that will be employees of the Surviving Corporation (“Transitioned Employees”), to participate in benefit programs which are substantially comparable to those maintained for the benefit of, or offered to, similarly situated employees of Parent, as soon as practicable after the Effective Time, to the extent permitted by the terms of such Parent benefit plan Holding Companies or any insurance contract or agreement applicable theretoCompany Subsidiary; providedprovided that if the Purchaser consents, however, that in the case of plans for which the Company maintains a plan offering the same type of benefit, such participation need not be offered by Parent until the corresponding plan of the Company ceases to be available or is terminated after the Effective Time. Parent will recognize employment services of each Transitioned Employee with the Company for purposes of eligibility and vesting (but not benefit accrual) under any benefit plan of Parent. Each Transitioned Employee’s years of service with the Company and any of its Subsidiaries shall be otherwise recognized for all general employment purposes, including seniority, vacation, personal time and similar general employment purposes; providedsole discretion, that any vacation time offered by Parent such payments may be paid through such payroll systems, the applicable employer portion of payroll, social security, unemployment or similar Taxes payable in the calendar year of the Effective Time to any Transitioned Employee connection with such amounts or related thereto shall be offset by any vacation time used by or paid to a Transitioned Employee by the Company or any of its Subsidiaries in the calendar year of the Effective Time. In addition, Parent will (a) waive all limitations as to preexisting conditions, exclusions, waiting periods and service requirements with respect to participation and coverage requirements applicable to Transitioned Employees under any group health plan sponsored by Parent, except to the extent such preexisting conditions, exclusion, waiting period or service requirement had not been satisfied by any such Transitioned Employee as of the Effective Time under a group health plan sponsored by the Company or any of its Subsidiaries; and (b) provide each Transitioned Employee with credit for any deductible, copayment and out-of-pocket limits applicable to such employees under any such group medical plan sponsored by the Company or any of its Subsidiaries borne and paid by the Transitioned Employee prior Seller. (b) Effective as of 12:01 a.m. on the Closing Date, and provided that the Closing occurs, the Purchaser shall assume and honor in accordance with their terms the Assumed Benefit Plans, and the Seller shall not sponsor, contribute to or maintain, or have any Liability with respect to, the Effective Time during the calendar year Assumed Benefit Plans; provided that, this Section 7.02(b) shall in no way limit or affect any of the Effective TimePurchaser’s rights, or limit or affect any of the Seller’s obligations, under this Agreement. (c) No amounts payable under the MEP (as defined in Section 4.11(a) of the Seller Disclosure Letter) shall be paid through the payroll system, or otherwise become a Liability, of the Purchaser or its Affiliates (including, for clarity, the Holding Companies and the Company Subsidiaries).

Benefit Plans. Parent (a) Effective upon the Closing, the Transferred Employees shall take cease participation in any and all reasonable actions necessary Existing Transferors Benefit Plans and shall be eligible to allow eligible employees participate in employee benefit and fringe benefit plans maintained by American or one of its Subsidiaries (the Company that will be employees of the Surviving Corporation (“Transitioned EmployeesAmerican Benefit Plans”), pursuant to participate in benefit programs which American shall provide the Transferred Employees from the Closing Date and during continued employment until the six-month anniversary of the Closing Date, with employee benefits that are substantially comparable in the aggregate to those maintained for the benefit ofemployee benefits provided to such Transferred Employees under the Existing Transferors Benefit Plans immediately prior to the Closing. American and its Subsidiaries shall have no Liability under any of the Existing Transferors Benefit Plans, or offered whether arising prior to, similarly situated employees on or after the Closing. (b) Following the Closing Date, each Transferred Employee shall receive credit for eligibility and vesting purposes under the American Benefit Plans and other plans, fringe benefits and perquisites in which they become eligible to participate for time of Parentservice with the Transferors or their respective Affiliates, as soon as practicable after the Effective Timeapplicable, to the extent permitted by credit was given under the terms of such Parent benefit plan or any insurance contract or agreement applicable theretoExisting Transferors Benefit Plan; provided, however, that in the case of plans with respect to any such credit for which the Company maintains a plan offering the same type of benefit, such participation need not be offered by Parent until the corresponding plan of the Company ceases to be available or is terminated after the Effective Time. Parent will recognize employment services of each Transitioned Employee with the Company for purposes of eligibility and vesting (but not benefit accrual) accruals under any benefit plan American Benefit Plans, there shall be no duplication of Parentbenefits. Each Transitioned Transferred Employee’s years time of service with the Company and any of its Subsidiaries Transferors or their respective Affiliates, as applicable, also shall be otherwise recognized credited for all general employment purposespurposes of calculating the amount of a Transferred Employee’s paid time off and severance pay. (c) American shall or shall cause the insurer to waive, including seniority, vacation, personal time or cause to be waived with respect to the Transferred Employees and similar general employment purposes; provided, that their eligible dependents any vacation time offered by Parent in the calendar year of the Effective Time to any Transitioned Employee shall be offset by any vacation time used by or paid to a Transitioned Employee by the Company or any of its Subsidiaries in the calendar year of the Effective Time. In addition, Parent will (a) waive all limitations as to preexisting conditionspre-existing condition limitations, exclusions, actively-at-work requirements and waiting periods and service requirements with respect to participation and coverage requirements applicable to Transitioned Employees under any group health plan sponsored by ParentAmerican Benefit Plan that is an “employee welfare benefit plan” (as defined in Section 3(1) of ERISA), except to the extent that such preexisting conditionspre-existing condition limitations, exclusionexclusions, actively-at-work requirements and waiting period or service requirement had periods would not have been satisfied by any such Transitioned Employee or waived as of the Effective Time Closing under a group health plan sponsored by the Company or any of its Subsidiaries; and (b) provide each Transitioned comparable Existing Transferors Benefit Plan in which the Transferred Employee with participated. The American Benefit Plans that are welfare benefit plans shall give full credit for any the dollar amount of all co-payments, deductibles and similar expenses incurred by such Transferred Employee (and his or her eligible dependents) under the comparable Existing Transferors Benefit Plan during the plan year that includes the Closing Date for purposes of satisfying such plan year’s deductible, copayment co-payment and outother similar limitations under the relevant American Benefit Plan. (d) American and the Transferors shall cooperate to effect a trustee-ofto-pocket limits applicable trustee transfer of The Inland Group, Inc. Savings Plan (the “Savings Plan”) accounts of Transferred Employees (including participant loan balances) from the Savings Plan to an American Benefit Plan that is tax qualified under Section 401(a) of the Code and that includes a cash or deferred arrangement under Section 401(k) of the Code. Beginning as of the Closing Date and through such employees date that the trustee-to-trustee transfer is effected, American or its Subsidiary, as applicable, shall deduct from the compensation of each Transferred Employee who has an outstanding loan balance under the Savings Plan any scheduled Savings Plan loan payments that become payable under the terms of the participant loans as in effect on the Closing Date and promptly remit such group medical plan sponsored by the Company or any of its Subsidiaries and paid by the Transitioned Employee prior payments to the Effective Time during the calendar year trustee of the Effective TimeSavings Plan, and the Transferors shall cause the Savings Plan trustee to apply such payments toward payment of the applicable outstanding loan balances.

Benefit Plans. Parent shall take all reasonable actions necessary to allow eligible employees of the Company that will be employees of the Surviving Corporation (“Transitioned Employees”), to participate in benefit programs which are substantially comparable to those maintained for the benefit of, or offered to, similarly situated employees of Parent, as soon as practicable after At the Effective Time, (i) each option or right to purchase (each, a "Company Option") Shares pursuant to any of the Company's incentive plans or employee benefit plans, including but not limited to the extent permitted by Company's 1997 Omnibus Stock and Incentive Plan, the 1998 Omnibus Stock and Incentive Plan and the Non-Employee Directors' Stock Option Plan (the "Option Plans") shall become an option or right to purchase shares of HoldingCo Common Stock on the same terms as an option or right to purchase Shares under an Option Plan at an exercise price equal to the exercise price per share of such Parent Company Option under an Option Plan, (ii) each right or obligation to receive a Share or payment of an amount based on a Share under any of the Company's incentive plans or benefit plan plans, including but not limited to the Company's 1997 Employee Stock Purchase Plan and the LAI Directors' Deferral Plan shall become a right or any insurance contract or agreement applicable thereto; providedobligation, however, that in as the case may be, to receive shares or payment of plans for which the Company maintains a plan offering an amount based on shares of HoldingCo Common Stock on the same type terms as the right or obligation to receive Shares or payment of benefit, an amount based on Shares existed under any of such participation need not be offered by Parent until the corresponding plan of the Company ceases plans immediately prior to be available or is terminated after the Effective Time. Parent will recognize employment services , (iii) each participant's right to direct an investment of his account balance under the LAI Xxxx Xxxxxx Xxxfit Sharing and Savings Plan into Shares shall become a right to direct an investment of his account balance under the LAI Xxxx Xxxxxx Xxxfit Sharing and Savings Plan into HoldingCo Common Stock on the same terms as permitted under the LAI Xxxx Xxxxxx Xxxfit Sharing and Savings Plan immediately prior to the Effective Time, and (iv) the definition of "Company" under the Options Plans, the 1997 Employee Stock Purchase Plan, the LAI Directors' Deferral Plan and the LAI Xxxx Xxxxxx Xxxfit Sharing and Savings Plan (collectively, the "Benefit Plans") and the name of each Transitioned Employee with the Company for purposes of eligibility and vesting (but not benefit accrual) under any benefit plan of Parent. Each Transitioned Employee’s years of service with the Company and any of its Subsidiaries such Benefit Plan shall be otherwise recognized for all general employment purposesamended to reflect the fact that HoldingCo will, including seniority, vacation, personal time and similar general employment purposes; provided, that any vacation time offered by Parent in the calendar year of the Effective Time to any Transitioned Employee shall be offset by any vacation time used by or paid to a Transitioned Employee by the Company or any of its Subsidiaries in the calendar year as of the Effective Time. In addition, Parent will (a) waive be considered the "Company" and the plan sponsor for all limitations as to preexisting conditions, exclusions, waiting periods and service requirements with respect to participation and coverage requirements applicable to Transitioned Employees under any group health plan sponsored by Parent, except to the extent purposes of such preexisting conditions, exclusion, waiting period or service requirement had not been satisfied by any such Transitioned Employee as of the Effective Time under a group health plan sponsored by the Company or any of its Subsidiaries; and (b) provide each Transitioned Employee with credit for any deductible, copayment and out-of-pocket limits applicable to such employees under any such group medical plan sponsored by the Company or any of its Subsidiaries and paid by the Transitioned Employee prior to the Effective Time during the calendar year of the Effective TimeBenefit Plans.

Benefit Plans. (a) Except as set forth herein, Parent shall, or shall take cause the Surviving Corporation to, assume, honor, and continue to perform all reasonable actions necessary to allow eligible employees obligations of the Company that will be employees of the Surviving Corporation (“Transitioned Employees”), to participate in benefit programs which are substantially comparable to those maintained for the benefit of, or offered to, similarly situated employees of Parent, as soon as practicable after the Effective Time, any Subsidiary under all Plans pursuant to the extent permitted by the terms of such Parent benefit plan or any insurance contract or agreement applicable theretothereof; provided, however, that nothing herein shall limit the right of Parent to amend or terminate such Plans in accordance with their terms. (b) Parent agrees, for a period of twelve (12) months following the case Effective Time, to provide, or to cause the Surviving Corporation to provide, employees of plans for which Parent and the Company maintains a plan offering the same type of benefit, such participation need not be offered by Parent until the corresponding plan Surviving Corporation who were employees of the Company ceases or its Subsidiaries immediately prior to be available or is terminated after the Effective Time (“Continuing Employees”) with benefits (other than equity-based benefits and other than individual employment agreements) that are, in the aggregate, similar to those provided by the Company and its Subsidiaries prior to the Effective Time. Nothing contained herein shall require Parent will recognize to continue the employment services of each Transitioned Employee any employee following the Effective Time. (c) Following the Effective Time, Parent shall, or shall cause the Surviving Corporation to, use all reasonable efforts to give Continuing Employees full credit for prior service with the Company and its Subsidiaries for purposes of eligibility and vesting (but not benefit accrual) under any employee benefit plan maintained by Parent except where such crediting would: (i) result in a duplication of Parent. Each Transitioned benefits or (ii) otherwise cause Parent or any employee benefit plan maintained by Parent to accrue or pay for benefits that relate to any time period prior to the Continuing Employee’s years participation in such plan. (d) To the extent permissible under Parent’s benefit plans, if a Continuing Employee participates in a benefit plan, other than a long-term disability plan, of service with the Company and any of its Subsidiaries shall be otherwise recognized for all general employment purposes, including seniority, vacation, personal time and similar general employment purposes; provided, that any vacation time offered by Parent in the calendar year of the Effective Time to any Transitioned Employee shall be offset by any vacation time used by or paid to a Transitioned Employee by the Company or any of its Subsidiaries in the calendar year of subsidiaries after the Effective Time. In addition, Parent will (a) shall, or shall cause the Surviving Corporation to, waive all limitations as to preexisting conditions, exclusions, waiting periods any pre-existing condition exclusions and service actively-at-work requirements with respect to participation and coverage requirements applicable to Transitioned Employees under provide that any group health plan sponsored by Parent, except to the extent such preexisting conditions, exclusion, waiting period expenses incurred on or service requirement had not been satisfied by any such Transitioned Employee as of before the Effective Time under a group health plan sponsored by the Company Continuing Employee or any the Continuing Employee’s covered dependent shall be taken into account for purposes of its Subsidiaries; and (b) provide each Transitioned Employee with credit for any satisfying applicable deductible, copayment coinsurance and maximum out-of-pocket limits applicable provisions. The Company agrees to such employees furnish Parent with any information necessary to meet its obligations under any such group medical plan sponsored by this Section 5.9(d). (e) With respect to matters described in this Agreement, the Company or any will consult with Parent (and consider in good faith the advice of its Subsidiaries and paid by the Transitioned Employee Parent) prior to sending any notices or other communication materials to employees of the Company and its Subsidiaries. (f) At the request of Parent, the Company shall terminate any and all 401(k) Plans of the Company, effective not later than the day immediately preceding the date on which the Effective Time during the calendar year occurs. The Company shall provide Parent with evidence that such 401(k) Plan(s) have been terminated pursuant to a resolution of the Company’s Board of Directors (the form and substance of which shall be subject to review and approval by Parent) not later than the day immediately preceding the date on which the Effective TimeTime occurs. (g) As soon as practicable after the date hereof, the Board of Directors of the Company shall take all action necessary to terminate the ESPP, in accordance with section 9.2 of such plan.

Benefit Plans. Parent shall take all reasonable actions necessary to allow eligible (a) As soon as practicable following the Effective Time (i) Wachovia will provide employees of the Company that will be IJL and its Subsidiaries who become employees of Wachovia and any of its Subsidiaries (the Surviving Corporation (“Transitioned "Retained Employees”), to participate in ") with employee benefit programs plans which are substantially comparable no less favorable in the aggregate than those provided to those maintained for the benefit of, or offered to, similarly situated employees of ParentWachovia; any Retained Employees will receive credit for service with IJL or any of its subsidiaries or predecessors (to the extent such service was credited under the Compensation and Benefit Plans as Previously Disclosed) prior to the Effective Time for the purpose of determining eligibility to participate and vesting, but not for the purpose of benefit accrual, under Wachovia's employee benefit plans and (ii) Wachovia will cause any and all pre-existing condition limitations (to the extent that such limitations did not apply to a pre-existing condition under the Compensation and Benefit Plans) and waiting periods under group health plans to be waived with respect to the Retained Employees and their eligible dependents. All discretionary awards and benefits under any employee benefit plans of Wachovia shall be subject to the discretion of the persons or committee administering such plans. Following the Effective Time, Wachovia will honor the Compensation and Benefit Plans as soon as practicable after Previously Disclosed in accordance with their terms. Nothing contained herein will be construed to limit the ability of Wachovia, following the Effective Time, to terminate the extent permitted by the terms employment of such Parent any Retained Employee, or to amend or terminate any employee benefit plan or the Compensation and Benefit Plans in accordance with their terms; PROVIDED, HOWEVER, no amendment to or termination of any insurance contract or agreement applicable thereto; provided, however, that in the case of plans for which the Company maintains a such plan offering the same type of benefit, such participation need not be offered by Parent until the corresponding plan of the Company ceases to be available or is terminated after the Effective Time. Parent will recognize employment services of each Transitioned Employee with the Company for purposes of eligibility and vesting (but not benefit accrual) under any benefit plan of Parent. Each Transitioned Employee’s years of service with the Company and any of its Subsidiaries shall be otherwise recognized for all general employment purposes, including seniority, vacation, personal time and similar general employment purposes; provided, that any vacation time offered by Parent in made which will have a material adverse effect on the calendar year of the Effective Time income tax consequences to any Transitioned Employee shall be offset by any vacation time used by individual participant or paid to a Transitioned Employee by the Company or any of its Subsidiaries in the calendar year of the Effective Time. In addition, Parent will (a) waive all limitations as to preexisting conditions, exclusions, waiting periods and service requirements with respect to participation and coverage requirements applicable to Transitioned Employees beneficiary under any group health plan sponsored by Parent, except to the extent such preexisting conditions, exclusion, waiting period or service requirement had not been satisfied by any such Transitioned Employee as of the Effective Time under a group health plan sponsored by the Company or any of its Subsidiaries; and (b) provide each Transitioned Employee with credit for any deductible, copayment and out-of-pocket limits applicable to such employees under any such group medical plan sponsored by the Company or any of its Subsidiaries and paid by the Transitioned Employee prior to the Effective Time during the calendar year of the Effective Timeplans.

Benefit Plans. As of the Effective Time and until the transition to the Parent's benefit plans, Parent shall take all reasonable actions necessary will cause the Surviving Corporation and its subsidiaries to allow eligible maintain for employees of the Company that will be employees of the Surviving Corporation (“Transitioned Employees”), to participate in benefit programs which are substantially comparable to those maintained for the benefit of, or offered to, similarly situated employees of Parent, as soon as practicable after the Effective Time, to the extent permitted by the terms of such Parent benefit plan or any insurance contract or agreement applicable thereto; provided, however, that in the case of plans for which the Company maintains a plan offering the same type of benefit, such participation need not be offered by Parent until the corresponding plan of the Company ceases to be available or is terminated after the Effective Time. Parent will recognize employment services of each Transitioned Employee with the Company for purposes of eligibility and vesting (but not benefit accrual) under any benefit plan of Parent. Each Transitioned Employee’s years of service with the Company and any of its Subsidiaries shall be otherwise recognized for all general employment purposes, including seniority, vacation, personal time and similar general employment purposes; provided, that any vacation time offered by Parent in the calendar year who as of the Effective Time to any Transitioned Employee shall be offset by any vacation time used by or paid to a Transitioned Employee become employed by the Company Surviving Corporation, Parent or any of its Subsidiaries subsidiaries (the "Covered Employees"), for so long as they are so employed employee pension and welfare plans, programs and arrangements, including severance plans (collectively, "Designated Benefits"), that are no less favorable in the calendar year of aggregate than the Designated Benefits currently enjoyed by such Covered Employees prior to the Effective Time. In addition, to the extent an employee benefit plan, program or arrangement maintained or contributed to by Parent and its subsidiaries is made available to Covered Employees, the prior service with the Company and the Company Subsidiaries of each such Covered Employee will be treated as if it were service rendered to Parent or its subsidiaries, as the case may be, solely for purposes of eligibility to participate and for vesting thereunder, but not for the purpose of benefit accrual. Following the Effective Time, Parent shall, or shall cause the Surviving Corporation to, cause any and all pre-existing condition limitations (a) waive all limitations as to preexisting conditions, exclusions, waiting periods and service requirements with respect to participation and coverage requirements applicable to Transitioned Employees under any group health plan sponsored by Parent, except to the extent such preexisting conditions, exclusion, waiting period or service requirement had limitations did not been satisfied by any such Transitioned Employee as apply to a pre-existing condition under a plan of the Company and its subsidiaries) and eligibility waiting periods under any health plans to be waived with respect to Covered Employees who, immediately prior to the Effective Time under Time, participated in a group health plan sponsored maintained by the Company or and its subsidiaries, and their eligible dependents and to recognize and credit any of its Subsidiaries; and (b) provide each Transitioned Employee with credit for amounts incurred towards any deductible, copayment and maximum out-of-pocket limits expenditures or co-payments under such health plans. Parent shall honor, pursuant to the terms of the Employee Plans and Benefit Arrangements, and to the extent consistent with applicable law and the Merger Agreement, all employee benefit obligations to such current employees under any such group medical plan sponsored by of the Company or any of and its Subsidiaries subsidiaries under such plans and paid by the Transitioned Employee prior to the Effective Time during the calendar year of arrangements. As soon as reasonably practicable after the Effective Time, Parent shall cause the Company's 401(k) Plan to be merged with Parent's 401(k) Plan.

Benefit Plans. Parent shall take all reasonable actions necessary to allow eligible employees of the Company that will be employees of the Surviving Corporation (“Transitioned Employees”), to participate in benefit programs which are substantially comparable to those maintained for the benefit of, or offered to, similarly situated employees of Parent, as a) As soon as administratively practicable after the Effective Time, PPBI shall take all reasonable action so that employees of IDPK and its Subsidiaries shall be entitled to participate in each employee benefit plan, program or arrangement of PPBI and Pacific Premier of general applicability (the “PPBI Benefit Plans”) to the same extent as similarly-situated employees of PPBI and its Subsidiaries (it being understood that inclusion of the employees of IDPK and its Subsidiaries in the PPBI Benefit Plans may occur at different times with respect to different plans), provided that coverage shall be continued under the corresponding Benefit Plans of IDPK and its Subsidiaries until such employees are permitted to participate in the PPBI Benefit Plans and provided further, however, that nothing contained herein shall require PPBI or any of its Subsidiaries to make any grants to any former employee of IDPK and its Subsidiaries under any discretionary equity compensation plan of PPBI. PPBI shall cause each PPBI Benefit Plan in which employees of IDPK and its Subsidiaries are eligible to participate (excluding any retiree healthcare plans or arrangements maintained by PPBI and any equity compensation arrangements maintained by PPBI or any of its Subsidiaries) to recognize, for purposes of determining eligibility to participate in, the terms vesting of benefits and for all other purposes (but not for accrual of pension benefits) under the PPBI Benefit Plans, the service of such Parent benefit plan or employees with IDPK and its Subsidiaries and any insurance contract or agreement applicable thereto; prior service with institutions that IDPK is the successor to such institution to the same extent as such service was credited for such purpose by IDPK and its Subsidiaries, provided, however, that in the case of plans for which the Company maintains a plan offering the same type of benefit, such participation need service shall not be offered by Parent until recognized to the corresponding plan extent that such recognition would result in a duplication of benefits. Nothing herein shall limit the ability of PPBI to amend or terminate any of the Company ceases to be available PPBI Benefit Plans or is terminated after the IDPK Benefit Plans in accordance with their terms at any time. (b) At and following the Effective Time. Parent will recognize employment services , PPBI shall honor, and the Surviving Corporation shall continue to be obligated to perform, in accordance with their terms, all benefit obligations to, and contractual rights of, current and former employees of each Transitioned Employee with the Company for purposes of eligibility IDPK and vesting (but not benefit accrual) under any benefit plan of Parent. Each Transitioned Employee’s years of service with the Company and any of its Subsidiaries shall be otherwise recognized for all general employment purposes, including seniority, vacation, personal time and similar general employment purposes; provided, that any vacation time offered by Parent in the calendar year current and former directors of IDPK and its Subsidiaries existing as of the Effective Time to any Transitioned Employee shall be offset by any vacation time used by Date, as well as all bonus, deferred compensation or paid to a Transitioned Employee by the Company or any other existing plans and policies of IDPK and its Subsidiaries in to the calendar year extent that each of the Effective Timeforegoing are disclosed in Section 6.11(b) of IDPK's Disclosure Schedule. In additionThe severance or termination payments which are payable pursuant to such agreements, Parent will plans or policies of IDPK (awhich have been quantified in reasonable detail) have been Previously Disclosed. (c) At such time as employees of IDPK and its Subsidiaries become eligible to participate in a medical, dental or health plan of PPBI or its Subsidiaries, PPBI shall cause each such plan to (i) waive all any preexisting condition limitations as to preexisting conditions, exclusions, waiting periods and service requirements with respect to participation and coverage requirements applicable to Transitioned Employees under any group health plan sponsored by Parent, except to the extent such preexisting conditionsconditions covered under the applicable medical, exclusionhealth or dental plans of PPBI, waiting period or service requirement had not been satisfied by any such Transitioned Employee as of the Effective Time under a group health plan sponsored by the Company or any of its Subsidiaries; and (bii) provide each Transitioned Employee with full credit under such plans for any deductibledeductibles, copayment co-payment and out-of-pocket limits expenses incurred by the employees and their beneficiaries during the portion of the calendar year prior to such participation and (iii) waive any waiting period limitation or evidence of insurability requirement which would otherwise be applicable to such employee on or after the Effective Time to the extent such employee had satisfied any similar limitation or requirement under a corresponding IDPK Benefit Plan prior to the Effective Time. (d) Those employees under of IDPK and its Subsidiaries who are not offered employment by PPBI or its Subsidiaries following the Effective Time, who are not a party to an employment agreement or otherwise entitled to an existing severance package and who sign and deliver a termination and release agreement (which will be negotiated between PPBI and IDPK) within 30 days of the Effective Time shall be entitled to receive a single lump sum payment of severance equal to two weeks of salary for each year of service with IDPK and any prior service with institutions that IDPK is the successor to such group medical plan sponsored institution (with a prorated amount of payment for partial years), up to a maximum of 26 weeks. Such payments will be made by PPBI on the Company date the termination and release agreement that is executed by an employee becomes effective, which date shall be in the sole discretion of PPBI. If IDPK or any of its Subsidiaries also has a severance pay plan, then any amounts paid pursuant to that plan shall reduce the amount that the employee will receive under this Section 6.11(d) and paid in no event shall there be any duplication of severance pay. Nothing contained in this Section 6.11(d) hereof shall be construed or interpreted to limit or modify in any way PPBI’s or its Subsidiaries at will employment policy or provide any third party beneficiary rights to employees of IDPK or any of its Subsidiaries. In no event shall severance pay be taken into account in determining the amount of any other benefit (including but not limited to, an individual’s benefit under any retirement plan or policy). If, by reason of the controlling plan document, controlling law or otherwise, severance pay is taken into account in determining any other benefit, the severance pay otherwise payable shall be reduced by the Transitioned Employee prior present value of the additional benefit determined under other benefit plans attributable to the Effective Time during severance pay period. (e) Each of IDPK and PPBI acknowledges and agrees that all provisions contained within this Section 6.11 with respect to Employees are included for the calendar year sole benefit of IDPK and nothing contained in this Section 6.11 shall confer upon any other Person any rights or remedies of any nature whatsoever under or by reason of this Section 6.11. Nothing contained herein (i) shall be construed to establish, amend or modify any benefit plan, program or arrangement or (ii) alter or limit the Effective Timeability of PPBI to amend, modify or terminate any benefit plan, program or arrangement at any time established, sponsored or maintained by PPBI or any of its Subsidiaries. Each of IDPK and PPBI agrees that the terms of this Section 6.11 do not and shall not create any right in any Person to continued employment with IDPK, PPBI or any of their respective Subsidiaries or to any compensation or benefit.

Benefit Plans. Parent shall take all reasonable actions necessary to allow eligible employees of the Company that will be employees of the Surviving Corporation (“Transitioned Employees”), to participate in benefit programs which are substantially comparable to those maintained for the benefit of, or offered to, similarly situated employees of Parent, as a) As soon as administratively practicable after the Effective Time, to the extent permitted by the terms of such Parent benefit plan or any insurance contract or agreement applicable thereto; provided, however, shall take all reasonable action so that in the case of plans for which the Company maintains a plan offering the same type of benefit, such participation need not be offered by Parent until the corresponding plan employees of the Company ceases and its Subsidiaries shall be entitled to participate in each employee benefit plan, program or arrangement of Parent of general applicability (the "PARENT BENEFITS PLANS") to the same extent as similarly-situated employees of Parent and its Subsidiaries (it being understood that inclusion of the employees of the Company and its Subsidiaries in the Parent Benefits Plans may occur at different times with respect to different plans.) Parent shall cause each Parent Benefits Plan in which employees of the Company and its Subsidiaries are eligible to participate to recognize, for purposes of determining eligibility to participate in, the vesting of benefits and for all other purposes (but not for accrual of pension benefits) under the Parent Benefit Plans, the service of such employees with the Company and its Subsidiaries to the same extent as such service was credited for such purpose by the Company. (b) Notwithstanding anything to the contrary contained herein, Parent shall have sole discretion with respect to the determination as to whether or when to terminate, merge or continue any employee benefit plans and programs of the Company or any of its Subsidiaries. The Company's Employee Stock Ownership Plan ("Company ESOP") shall be available or is terminated after as of the Effective Time. As of the Effective Time, all shares held by the Company ESOP shall be converted into the right to receive the Merger Consideration. As soon as administratively practicable following the Effective Time, all outstanding indebtedness of the Company ESOP shall be repaid in full and out of the proceeds of the Merger Consideration and the balance remaining with respect to unallocated shares previously held by the Company ESOP shall be allocated and distributed to Company ESOP participants as provided in the Company ESOP, subject to receipt of a favorable determination letter from the IRS and unless otherwise required by applicable law. (c) Except as otherwise expressly provided in this Agreement or in the Payments Agreements, Parent shall honor, and the Surviving Corporation shall continue to be obligated to perform, in accordance with their terms, all benefit obligations to, and contractual rights of, current and former employees of the Company existing as of the Effective Date, as well as all employment, severance, deferred compensation or "change-in-control" agreements, plans or policies of the Company, but only to the extent that such obligations are Previously Disclosed in Sections 4.01(b)(5) and 5.14(a) of the Company Disclosure Schedule. Parent acknowledges that the consummation of the Merger will recognize employment services constitute a "change-in-control" of each Transitioned Employee with the Company for purposes of eligibility any employee benefit plans, agreements and vesting (but not benefit accrual) under any benefit plan of Parent. Each Transitioned Employee’s years of service with the Company and any of its Subsidiaries shall be otherwise recognized for all general employment purposes, including seniority, vacation, personal time and similar general employment purposes; provided, that any vacation time offered by Parent in the calendar year arrangements of the Effective Time to any Transitioned Employee shall be offset by any vacation time used by or paid to a Transitioned Employee by Company. (d) If employees of the Company or any of its Subsidiaries become eligible to participate in the calendar year a medical, dental or health plan of the Effective Time. In additionParent, Parent will shall cause each such plan to (ai) waive all any preexisting condition limitations as to preexisting conditions, exclusions, waiting periods and service requirements with respect to participation and coverage requirements applicable to Transitioned Employees under any group health plan sponsored by Parent, except to the extent such preexisting conditionsconditions are covered under the applicable medical, exclusion, health or dental plans of Parent and (ii) waive any waiting period limitation or service evidence of insurability requirement had not been satisfied by any which would otherwise be applicable to such Transitioned Employee as of employee on or after the Effective Time to the extent such employee had satisfied any similar limitation or requirement under a group health plan sponsored by an analogous Plan prior to the Company or any of its Subsidiaries; Effective Time, and (biii) provide each Transitioned Employee with full credit under such plans for any deductibledeductibles, copayment co-payments and out-of-pocket limits applicable expenses incurred by the employees and their beneficiaries during the portion of the calendar year prior to such participation. (e) For a period of six months following the Effective Time, Parent shall provide all employees under any such group medical plan sponsored by of the Company and its Subsidiaries whose employment was terminated other than for cause, disability or retirement at or following the Effective Time, and who so desire, job counseling and outplacement assistance services in accordance with Parent's employment policies and practices, shall assist such employees in locating new employment and shall notify all such employees who want to be so notified of opportunities for positions with Parent or any of its Subsidiaries for which Parent reasonably believes such Persons are qualified and paid shall consider any application for such positions submitted by such Persons, provided, however, that any decision to offer employment to any such Person shall be made in the Transitioned Employee prior to the Effective Time during the calendar year sole discretion of the Effective TimeParent.

Benefit Plans. Parent (a) PNC shall, or shall take all reasonable actions necessary to allow eligible employees of cause the Company that will be employees of the Surviving Corporation (“Transitioned Employees”), to participate in benefit programs which are substantially comparable to those maintained for the benefit of, or offered to, similarly situated employees of Parent, as soon as practicable from and after the Effective Time, to (1) comply with the extent permitted by the terms of such Parent benefit plan or any insurance contract or agreement applicable thereto; provided, however, that in the case of plans for which the Company maintains a plan offering the same type of benefit, such participation need not be offered by Parent until the corresponding plan Benefit Plans of the Company ceases to be available or is terminated after (the "Company Benefit Plans") in accordance with their terms, (2) provide the employees of the Company with (A) until December 31, 2005, benefits under employee benefit plans that are no less favorable in the aggregate than those provided by the Company on the date hereof and (B) until the first anniversary of the Effective Time. Parent will recognize employment services , severance benefits on an individual-by-individual basis that are equal to the severance benefits provided by the Company under the Xxxxx National Corporation Employee Severance Policy on the date hereof other than any such employees who as of each Transitioned Employee the Effective Time are parties to Senior Executive Change of Control and Retention Agreements or other individual agreements providing for payments in connection with the termination of any such employee party, (3) provide employees of the Company credit for purposes of eligibility and vesting (but not benefit accrual) under any benefit plan of Parent. Each Transitioned Employee’s years of service with the Company and any of its Subsidiaries shall be otherwise recognized for all general employment purposes, including seniority, vacation, personal time and similar general employment purposes; provided, that any vacation time offered by Parent in the calendar year of the Effective Time to any Transitioned Employee shall be offset by any vacation time used by or paid to a Transitioned Employee by the Company or any of its Subsidiaries in the calendar year of subsidiaries or their predecessors prior to the Effective Time. In additionTime for the purpose of eligibility, Parent will vesting and benefit accruals (aother than benefit accruals under a defined benefit pension plan), (4) waive cause any and all pre-existing condition limitations as to preexisting conditions, exclusions, waiting periods and service requirements with respect to participation and coverage requirements applicable to Transitioned Employees under any group health plan sponsored by Parent, except (to the extent such preexisting conditions, exclusion, limitations did not apply to a pre-existing condition under comparable Company Benefit Plans) and eligibility waiting period or service requirement had not been satisfied by any such Transitioned Employee as periods under group health plans of PNC to be waived with respect to employees of the Effective Time under a group health plan sponsored by the Company who remain as employees of PNC or any of its Subsidiaries; subsidiaries (and their eligible dependents) and (b5) provide each Transitioned Employee with credit for cause to be credited any deductible, copayment and deductibles or out-of-pocket limits applicable expenses incurred by employees of the Company and their beneficiaries and dependents during the portion of the calendar year prior to their participation in PNC's health plans with the objective that there be no double counting during the year in which the Closing Date occurs of such deductibles or out-of-pocket expenses. PNC and the Company agree to honor, or to cause to be honored, in accordance with their terms, all vested or accrued benefit obligations to, and contractual rights of, current and former employees under of the Company and its subsidiaries, including, without limitation, any such group medical plan sponsored benefits or rights arising as a result of the transactions contemplated by this Plan (either alone or in combination with any other event); it being understood and agreed to by the parties hereto that the transactions contemplated by this Plan shall constitute a "change of control" for purposes of the Company or Benefit Plans. (b) PNC hereby expressly assumes at the Effective Time (i) the Previously Disclosed special retention letter agreements, (ii) the Xxxxx National Corporation Senior Executive Change of Control and Retention Agreements (and the related trust agreement), (iii) the Xxxxx National Corporation Amended and Restated Deferred Compensation Plan (and the related trust agreement), (iv) the Xxxxx National Corporation and Xxxxx Bank N. A. Deferred Compensation Plan for Directors and (v) the Split Dollar Life Insurance Agreements, each as more specifically identified on Section 5.12(b) of the Disclosure Schedule, and PNC agrees to honor and perform the Company's obligations under such plans and agreements in accordance with their terms. (c) Prior to the Effective Time, the Company shall take any of its Subsidiaries actions it determines are warranted to cause the interests in the Company Deferred Compensation Plan and paid by the Transitioned Employee Xxxxx National Corporation and Xxxxx Bank N. A. Deferred Compensation Plan for Directors that are in the Company stock fund to be converted into a dollar amount equal to the Per Share Cash Consideration that could be invested in the same way interests that are not in the Company stock fund can be invested at the Effective Time. Prior to the Effective Time, the Company shall take any actions that are necessary to cause all unvested deferred share awards and all unvested performance share awards which are outstanding under the Xxxxx National Corporation 2002 Long-Term Incentive Plan to be terminated immediately prior to the Effective Time during and simultaneously therewith will issue one share of Company Common Stock for each underlying share that is so terminated to the calendar year grantee of the Effective Timesuch award.

Benefit Plans. Parent (a) Except as otherwise provided in this Agreement, at the Effective Time, Buyer or one of its Subsidiaries shall take be substituted for Seller or a Seller Subsidiary under the Seller Employee Plans as Previously Disclosed and in effect immediately prior to the Effective Time and Buyer or one of its Subsidiaries shall assume and be vested with all reasonable actions necessary to allow eligible employees of the Company that will powers, rights, duties, obligations and liabilities previously vested in Seller or the applicable Seller Subsidiary with respect to each such Seller Employee Plan. To the extent permitted thereunder, each such Seller Employee Plan shall be employees continued in effect by Buyer or an applicable Buyer Subsidiary after the Effective Time without a termination or discontinuance thereof as a result of the Surviving Corporation Merger, subject to the power reserved to Buyer and each of its Subsidiaries to subsequently amend or terminate any such Seller Employee Plan, which amendment or termination shall comply with applicable law. (“Transitioned Employees”), to participate in benefit programs which are substantially comparable to those maintained for the benefit of, b) At or offered to, similarly situated employees of Parent, as soon promptly as practicable after the Effective TimeTime as Buyer shall reasonably determine, Buyer shall provide, or cause a Buyer Subsidiary to provide, to each continuing full time employee of Seller and its wholly-owned Subsidiaries (the "Continuing Employees") the opportunity to participate in each employee benefit and welfare plan maintained by Buyer or a Buyer Subsidiary, whichever is applicable, which is generally available to its full time employees on a uniform and non-discriminatory basis, provided that with respect to such plans maintained by Buyer or a Buyer Subsidiary, whichever is applicable, Continuing Employees shall be given credit for their past service with Seller or a Seller Subsidiary in determining eligibility for participation and vesting in benefits thereunder, and only with respect to severance and vacation plans, accrual of benefits. Continuing Employees shall not be subject to any waiting periods under the group health plan of Buyer or any applicable Buyer Subsidiary to the extent permitted that such periods are longer than the periods imposed under the applicable Seller group health plan and Buyer shall use its reasonable efforts to cause its health insurance carrier to cover pre-existing conditions that were previously covered for a Continuing Employee under the Seller health plan. To the extent that the initial period of coverage for Continuing Employees under any plan of Buyer or a Buyer Subsidiary, whichever is applicable, that is an "employee welfare benefit plan" as defined in Section 3(1) of ERISA is not a full 12-month period of coverage, Continuing Employees shall be given credit under the applicable welfare plan for any deductibles and co-insurance payments made by such Continuing Employees under the terms corresponding Seller welfare plan during the balance of such Parent benefit plan 12-month period of coverage. Nothing contained herein shall obligate Buyer or any insurance Buyer Subsidiary to provide or cause to be provided any benefits duplicative to those provided under any benefit or welfare plan continued pursuant to Section 6.9(a), including extending participation in any plan which is a qualified plan relative to any period of time with respect to which allocations are made to Continuing Employees under any qualified plan maintained or sponsored by Seller or an Seller Subsidiary. Nothing herein shall alter the power of Buyer or any Buyer Subsidiary to amend or terminate any benefit or welfare plans of Buyer, Seller or their respective Subsidiaries. Moreover, this subsection 6.9(b) shall not confer upon any Continuing Employee any rights or remedies hereunder and shall not constitute a contract of employment or agreement applicable thereto; providedcreate any rights, howeverto be retained or otherwise, that in employment at Buyer or any Buyer Subsidiary. (c) Until the case of plans Effective Time, Seller or a Seller Subsidiary, whichever is applicable, shall be liable for which the Company maintains a plan offering the same type of benefit, such participation need not be offered by Parent until the corresponding plan all obligations for continued health coverage pursuant to Section 4980B of the Company ceases Code and Section 601 through 609 of ERISA ("COBRA") and 215 ILCS 5/367.2 with respect to qualified beneficiaries of Seller or a Seller Subsidiary, whichever is applicable, who incur a qualifying event before the Effective Time. Buyer or a Buyer Subsidiary, whichever is applicable, shall be available or is terminated liable for (i) all obligations for continued health coverage under COBRA and 215 ILCS 5/367.2 with respect to each qualified beneficiary who incurs a termination on and after the Effective Time. Parent will recognize employment services of each Transitioned Employee with the Company , and (ii) for purposes of eligibility continued health coverage under COBRA and vesting (but not benefit accrual) under any benefit plan of Parent. Each Transitioned Employee’s years of service with the Company 215 ILCS 5/367.2 from and any of its Subsidiaries shall be otherwise recognized for all general employment purposes, including seniority, vacation, personal time and similar general employment purposes; provided, that any vacation time offered by Parent in the calendar year of after the Effective Time to any Transitioned Employee shall be offset by any vacation time used by or paid to for each Seller qualified beneficiary who incurs a Transitioned Employee by the Company or any of its Subsidiaries in the calendar year of the Effective Time. In addition, Parent will (a) waive all limitations as to preexisting conditions, exclusions, waiting periods and service requirements with respect to participation and coverage requirements applicable to Transitioned Employees under any group health plan sponsored by Parent, except to the extent such preexisting conditions, exclusion, waiting period or service requirement had not been satisfied by any such Transitioned Employee as of the Effective Time under a group health plan sponsored by the Company or any of its Subsidiaries; and (b) provide each Transitioned Employee with credit for any deductible, copayment and out-of-pocket limits applicable to such employees under any such group medical plan sponsored by the Company or any of its Subsidiaries and paid by the Transitioned Employee prior to the Effective Time during the calendar year of qualifying event before the Effective Time. (d) After the Effective Time, Buyer shall cause Seller, Seller Bank or their respective successors, whichever the case may be, to pay to the employees of Seller and its Subsidiaries all accrued bonuses for the calendar year 2002, not previously paid, no later than seventy-five days after the close of the calendar 2002 tax year of Seller as an "S" corporation, notwithstanding any termination of employment of such employees at or after the Effective Time.

Benefit Plans. Parent (a) As soon as administratively practicable after the Effective Time, FNB shall take all reasonable actions necessary to allow eligible action so that employees of MBI and the Company that will MBI Subsidiaries shall be employees of the Surviving Corporation (“Transitioned Employees”), entitled to participate in each FNB Benefit Plan of general applicability with the exception of FNB’s defined benefit programs which are substantially comparable pension plan and any other plan frozen to those maintained for new participants (collectively, the benefit of, or offered to, similarly “FNB Eligible Plans”) to the same extent as similarly-situated employees of ParentFNB and its Subsidiaries, it being understood that inclusion of the employees of MBI and the MBI Subsidiaries in the FNB Eligible Plans may occur at different times with respect to different plans, provided that coverage shall be continued under corresponding MBI Benefit Plans until such employees are permitted to participate in the FNB Eligible Plans and provided further, however, that nothing contained in this Agreement shall require FNB or any of its Subsidiaries to make any grants to any former employee of MBI under any discretionary equity compensation plan of FNB or to provide the same level of (or any) employer contributions or other benefit subsidies as MBI or the MBI Subsidiaries have provided. Notwithstanding the foregoing, during the period commencing at the Effective Time and ending on the first anniversary thereof, FNB or its Subsidiaries shall provide severance payments and benefits to each employee of MBI and the MBI Subsidiaries that are no less favorable than the more favorable of the severance payments and benefits (x) set forth on Section 6.6(a) of the MBI Disclosure Schedule and (y) provided by FNB and its Subsidiaries to their similarly situated employees (b) FNB shall cause each FNB Eligible Plan in which employees of MBI and the MBI Subsidiaries are eligible to participate, to recognize, for purposes of determining eligibility to participate in, and vesting of, benefits under the FNB Eligible Plans, the service of such employees with MBI and the MBI Subsidiaries to the same extent as such service was credited for such purpose by MBI or the MBI Subsidiaries, and, solely for purposes of FNB’s vacation programs, for purposes of determining the benefit amount, provided, however, that such service shall not be recognized to the extent that such recognition would result in a duplication of benefits. Except for the commitment to continue those MBI Benefit Plans that correspond to FNB Eligible Plans until employees of MBI and the MBI Subsidiaries are included in such FNB Eligible Plans, nothing in this Agreement shall limit the ability of FNB to amend or terminate any of the MBI Benefit Plans in accordance with and to the extent permitted by their terms at any time permitted by such terms. (c) At and following the Effective Time, and except as otherwise provided in this Section 6.6, FNB shall honor, and the Surviving Company shall continue to be obligated to perform, in accordance with their terms, all benefit obligations to, and contractual rights of, current and former employees of MBI and the MBI Subsidiaries and current and former directors of MBI and the MBI Subsidiaries existing as of the Effective Date under any MBI Benefit Plan. Any years of service recognized for purposes of this Section 6.6(c) will be taken into account under the terms of any generally applicable severance policy of FNB or its Subsidiaries. (d) At such time as employees of MBI and the MBI Subsidiaries become eligible to participate in a medical, dental or health plan of FNB or its Subsidiaries, FNB shall, to the extent reasonably practicable and available from its insurers, cause each such plan to (i) waive any preexisting condition limitations to the extent such conditions are covered under the applicable medical, health or dental plans of FNB, (ii) waive any waiting period limitation or evidence of insurability requirement that would otherwise be applicable to such employee or dependent on or after the Effective Time to the extent such employee or dependent had satisfied any similar limitation or requirement under an analogous MBI Benefit Plan prior to the Effective Time, and (iii) provide each such employee of MBI and the MBI Subsidiaries and his or her eligible dependents with credit for any co-payments or coinsurance and deductibles paid prior to the Effective Time under an MBI Benefit Plan (to the same extent that such credit was given under the analogous MBI Benefit Plan prior to the Effective Time) in satisfying any applicable deductible, co-payment, coinsurance or maximum out-of-pocket requirements under any medical, dental or health plan of FNB or its Subsidiaries. (e) MBI shall adopt such Board resolutions and take such other action as FNB may reasonably request at least thirty (30) days prior to the Effective Time to cause the 401(k) Plan to be amended to freeze the employer stock fund and to be terminated immediately prior to the Effective Time (the “Plan Termination Date”) and the accounts of all participants and beneficiaries in the 401(k) Plan as of the Plan Termination Date to become fully vested as of the Plan Termination Date. As soon as practicable after the Effective Time, but in no event later than six (6) months after the Plan Termination Date, FNB shall file or cause to be filed all necessary documents with the IRS for a determination letter that the termination of the 401(k) Plan as of the Plan Termination Date will not adversely affect the plan’s qualified status. FNB shall use its reasonable best efforts to obtain such favorable determination letter; including adopting such amendments to the 401(k) Plan as may be requested by the IRS as a condition to its issuance of a favorable determination letter. As soon as practicable following the receipt of a favorable determination letter from the IRS regarding the qualified status of the 401(k) Plan upon its termination, the account balances in the 401(k) Plan shall be distributed to participants and beneficiaries or transferred to an eligible tax-qualified retirement plan or individual retirement account as a participant or beneficiary may direct. The Surviving Company shall take all other actions necessary to complete the termination of the 401(k) Plan, including filing a Final Form 5500, that arise after the Effective Time. FNB agrees, to the extent permitted by applicable Law, to permit 401(k) Plan participants who become employees of FNB or its Subsidiaries to roll over their account balances in the terms 401(k) Plan and loans from the 401(k) Plan to the F.N.B. Corporation Progress Savings 401(k) Plan. Notwithstanding anything in Section 6.6(a) to the contrary, employees of such Parent benefit plan MBI or any insurance contract or agreement applicable thereto; provided, however, that MBI Subsidiary who continue in employment with the case of plans for which the Surviving Company maintains a plan offering the same type of benefit, such participation need not be offered by Parent until the corresponding plan of the Company ceases to be available or is terminated after following the Effective Time. Parent will recognize employment services of each Transitioned Employee with the Company for purposes of eligibility and vesting (but not benefit accrual) under any benefit plan of Parent. Each Transitioned Employee’s years of service with the Company and any of its Subsidiaries Time shall be otherwise recognized for all general employment purposes, including seniority, vacation, personal time and similar general employment purposes; provided, that any vacation time offered by Parent in the calendar year eligible as of the Effective Time to any Transitioned Employee shall be offset by any vacation time used by or paid to a Transitioned Employee by the Company or any of its Subsidiaries participate in the calendar year of F.N.B. Corporation Progress Savings 401(k) Plan. (f) Immediately prior to the Effective Time. In addition, Parent will MBI shall, at the written request of FNB, freeze or terminate each other MBI Benefit Plan as requested by FNB. (ag) waive all limitations MBI shall take such action, and provide any required notices, as may be necessary or appropriate to preexisting conditions, exclusions, waiting periods and service requirements with respect cause any Person presently serving as a trustee or administrator to participation and coverage requirements applicable any MBI Benefit Plan to Transitioned Employees under any group health plan sponsored by Parent, except to the extent such preexisting conditions, exclusion, waiting period or service requirement had not been satisfied by any such Transitioned Employee be removed effective as of the Effective Time under a group health plan sponsored by the Company and to appoint FNB, First National Trust Company, or any of its Subsidiaries; and (b) provide each Transitioned Employee with credit for any deductiblesuch other FNB Subsidiary or committee as FNB shall specify, copayment and out-of-pocket limits applicable to serve as successor trustee or administrator to such employees under any such group medical plan sponsored by the Company removed individual trustees or any of its Subsidiaries and paid by the Transitioned Employee prior to the Effective Time during the calendar year administrators effective as of the Effective Time. (h) Nothing contained in this Agreement is intended to (i) be treated as an amendment of any particular MBI Benefit Plan; (ii) prevent FNB, MBI or any of their successors or Affiliates, after the Effective Time, from terminating the employment of any MBI employee who remains employed with MBI or any of the MBI Subsidiaries; or (iii) create any third party beneficiary rights in any employee of MBI or any of the MBI Subsidiaries, or any beneficiary or dependent thereof, with respect to the compensation, terms and conditions of employment and/or benefits that may be provided to any MBI employee by FNB, MBI or any of their successors or Affiliates or under any benefit plan which FNB, MBI or any of their successors or Affiliates may maintain.

Benefit Plans. Parent Following the Closing Date, Merchants may choose to maintain any or all of NUVO Benefit Plans in its sole discretion and NUVO shall cooperate with Merchants in order to effect any plan terminations to be made as of the Effective Time (or immediately prior to the Effective Time in the case of any tax-qualified 401(k) plan). However, for any NUVO Benefit Plan terminated for which there is a comparable Merchants Benefit Plan of general applicability, Merchants shall take all reasonable actions necessary to allow eligible action so that employees of the Company that will NUVO shall be employees of the Surviving Corporation (“Transitioned Employees”), entitled to participate in benefit programs which are substantially comparable such Merchants Benefit Plan to those maintained for the benefit of, or offered to, similarly same extent as similarly-situated employees of Parent, as soon as practicable after Merchants (it being understood that inclusion of the Effective Time, employees of NUVO in Merchants Benefit Plans may occur at different times with respect to different plans). Merchants shall cause each Merchants Benefit Plan in which employees of NUVO are eligible to participate to take into account for purposes of eligibility and vesting under Merchants Benefit Plans (but not for purposes of benefit accrual) the service of such employees with NUVO to the same extent permitted as such service was credited for such purpose by the terms of such Parent benefit plan or any insurance contract or agreement applicable theretoNUVO; provided, however, that in the case of plans for which the Company maintains a plan offering the same type of benefit, such participation need service shall not be offered by Parent until recognized to the corresponding plan extent that such recognition would result in a duplication of benefits. Nothing herein shall limit the Company ceases ability of Merchants to be available amend or is terminated after the Effective Time. Parent will recognize employment services of each Transitioned Employee with the Company for purposes of eligibility and vesting (but not benefit accrual) under any benefit plan of Parent. Each Transitioned Employee’s years of service with the Company and terminate any of its Subsidiaries shall be otherwise recognized for all general employment purposes, including seniority, vacation, personal time and similar general employment purposesNUVO Benefit Plans or Merchants Benefit Plans in accordance with their terms at any time; provided, however, that any vacation time offered by Parent Merchants shall continue to maintain the NUVO Benefit Plans (other than stock-based or incentive plans) for which there is a comparable Merchants Benefit Plan until NUVO Employees are permitted to participate in the calendar year of the Effective Time to any Transitioned Employee shall be offset by any vacation time used by Merchants Benefit Plans, unless such Merchants Benefit Plan has been frozen or paid to a Transitioned Employee by the Company or any of its Subsidiaries in the calendar year of the Effective Time. In addition, Parent will (a) waive all limitations as to preexisting conditions, exclusions, waiting periods and service requirements terminated with respect to participation and coverage requirements applicable to Transitioned Employees under any group health plan sponsored by Parent, except to the extent such preexisting conditions, exclusion, waiting period similarly situated employees of Merchants or service requirement had not been satisfied by any such Transitioned Employee as of the Effective Time under a group health plan sponsored by the Company or any of its Subsidiaries; and (b) provide each Transitioned Employee with credit for any deductible, copayment and out-of-pocket limits applicable to such employees under any such group medical plan sponsored by the Company or any of its Subsidiaries and paid by the Transitioned Employee prior to the Effective Time during the calendar year of the Effective TimeMerchants Bank.