Common use of Employee Agreements and Benefits Clause in Contracts

Employee Agreements and Benefits. (a) Following the Effective Time, Allegiant and Southside agree that they shall cause the Surviving Corporation to assume and honor in accordance with their terms all employment, severance, deferred compensation, split-dollar insurance and other compensation contracts set forth on Schedule 2.11(b) between ---------------- Southside, any of the Southside Subsidiaries, and any current or former director, officer, employee or agent thereof, and all provisions for vested benefits or other vested amounts earned or accrued through the Effective Time under the Southside Employee Plans. (b) Subject to Sections 5.09(d) and 5.14, the provisions of the Southside Stock Plans and any other plan, program or arrangement providing for the issuance or grant of any other interest in respect of the Equity Securities of Southside or any of the Southside Subsidiaries shall be deleted and terminated as of the Effective Time. (c) Allegiant and Southside agree that, except as set forth in Sections 5.09(b) and 5.09(d) hereof, the Southside Employee Plans shall not be terminated by reason of the Merger but shall continue thereafter as plans of the Surviving Corporation until such time as the employees of Southside and the Southside Subsidiaries are integrated into Surviving Corporation's employee benefit plans (which plans, to the extent practicable, shall be the same as Allegiant's employee benefit plans) available to other employees of Surviving Corporation, subject to the terms and conditions specified in such plans and to such changes therein as may be necessary to reflect the consummation of the Merger. Allegiant and Southside agree that Surviving Corporation shall take such steps as are necessary or required to integrate the employees of Southside and the Southside Subsidiaries into Surviving Corporation's employee benefit plans available to other employees of Surviving Corporation and its Subsidiaries as soon as practicable after the Effective Time, with (i) full credit for prior service with Southside or any of the Southside Subsidiaries for purposes of vesting and eligibility for participation and benefit allocation (but not benefit accruals under any defined benefit plan), and co-payments and deductibles, (ii) waiver of all waiting periods, evidence of insurability and pre-existing condition exclusions or penalties, (iii) full credit for claims arising prior to the Effective Time for purposes of deductibles, out-of-pocket maximums, benefit maximums and all other similar limitations for the applicable plan year in which the Merger is consummated, and (iv) full credit for vacation accrued by employees of Southside and the Southside Subsidiaries on or before the Effective Time. Allegiant and Southside agree that Surviving Corporation shall provide COBRA coverage for the periods and otherwise to the extent required by applicable law for employees and former employees of Southside and the Southside Subsidiaries (and their dependents and qualified beneficiaries) who are eligible for COBRA coverage under the group health plans of Southside and the Southside Subsidiaries. Allegiant and Southside agree that Surviving Corporation shall provide severance benefits for employees of Southside and the Southside Subsidiaries who terminate employment within six (6) months following the Effective Time equal to one week of salary for each year of service, vesting after three (3) years, not to exceed a total of ten (10) weeks of salary, and thereafter such employees shall receive the same severance benefits that Surviving Corporation provides to all other employees of Surviving Corporation and the Surviving Corporation Subsidiaries and shall receive credit for their years of service with Southside and the Southside Subsidiaries. Surviving Corporation shall not take any action which will adversely affect the participation of the employees of Southside and the Southside Subsidiaries in any Section 125 plan maintained by Southside and the Southside Subsidiaries during the calendar year in which the Closing occurs. (d) Prior to the Effective Time, Southside shall split the Southside Employee Stock Ownership Plan with 401(k) Provisions (the "KSOP") into two plans, one plan to consist of the employee stock ownership plan portion of the KSOP (the "ESOP") and one plan to consist of the 401(k) portion of the KSOP (the "401(k)"). As of the Effective Time, the ESOP shall be terminated and immediately following the Effective Time each Acquisition Loan (as defined in the KSOP) shall be repaid in full with an amount of unallocated cash or shares of Surviving Corporation stock held in the ESOP having an aggregate fair market value equal to the unpaid balance of any such Loan at the time of

Employee Agreements and Benefits. (a) Following the Effective Time, Allegiant and Southside agree that they Buyer shall cause the Surviving Corporation to assume and honor in accordance with their terms all employment, severance, deferred compensation, split-dollar insurance severance and other compensation contracts set forth on Schedule 2.11(b) between ---------------- SouthsideSeller, any of the Southside Seller ---------------- Subsidiaries, and any current or former director, officer, employee or agent thereof, and all provisions for vested benefits or other vested amounts earned or accrued through the Effective Time under the Southside Seller Employee Plans. (b) Subject Notwithstanding anything to Sections 5.09(d) the contrary herein, Seller shall by amendment or resolution, as appropriate, ensure that all awards under the Reliance Financial, Inc. 1996 Recognition and 5.14, Retention Plan shall accelerate and become vested in the provisions of the Southside Stock Plans and any other plan, program or arrangement providing for the issuance or grant of any other interest in respect of the Equity Securities of Southside or any of the Southside Subsidiaries shall be deleted and terminated as of award recipient immediately prior to the Effective Time. (c) Allegiant As soon as practicable after the date hereof, Seller shall file with the IRS an Application for Determination for Terminating Plan (IRS Form 5310) with respect to the Reliance Federal Savings and Southside agree Loan Association of St. Louis County Employee Stock Ownership Plan (the "ESOP") seeking a favorable determination from the IRS of the qualified status of the ESOP upon termination (the "Determination Letter"). In the event the Seller receives the Determination Letter prior to the Effective Time, Seller shall take all steps necessary or required to terminate the ESOP, including the repayment of the outstanding ESOP loan and the allocation of unallocated shares and other assets to ESOP participants followed by the distribution of all account balances to ESOP participants all in accordance with the plan document approved by the IRS. Following such termination and allocation of unallocated shares and other assets, the account balances of the ESOP shall be distributed to the Participants. In the event the IRS notifies RFSLA prior to the Effective Time that it will not issue the Determination Letter, RFSLA may take all steps necessary to terminate the ESOP but only if RFSLA shall have first received a waiver from each of the participants in the ESOP, in form reasonably acceptable to Buyer, whereby each such participant waives any and all claims against RFSLA, Seller and Buyer, and any successors thereto, with respect to the termination of the ESOP (the "Waiver"). In the event that, except prior to the Effective Time, RFSLA does not receive either (i) the Determination Letter or (ii) a notice from the IRS that it will not issue the Determination Letter, Buyer hereby agrees that it will take all steps necessary or required to terminate the ESOP, including the repayment of the outstanding ESOP loan, the allocation of unallocated shares and any other assets to ESOP participants, the distribution of account balances to participants and the allocation of unallocated shares to ESOP participants, but only after either (i) RFSLA receives the Determination Letter or (ii) (A) the IRS notifies RFSLA that it will not issue the Determination Letter and (B) the Waiver of each participant in the ESOP is delivered to Buyer. (d) Seller shall take any and all actions necessary to withdraw RFSLA from the Retirement Plan prior to the Effective Time, including, but not limited to, paying any and all amounts due (subject to the limitations of Section 2.19(g) hereof) to the Retirement Plan upon such withdrawal. (e) Except as set forth in Sections 5.09(b5.10(b), (c) and 5.09(d(d) hereof, the Southside Seller Employee Plans shall not be terminated by reason of the Merger but shall continue thereafter as plans of the Surviving Corporation until such time as the employees of Southside Seller and the Southside Seller Subsidiaries are integrated into Surviving CorporationBuyer's employee benefit plans (which plans, to the extent practicable, shall be the same as Allegiant's employee benefit plans) that are available to other employees of Surviving CorporationBuyer and its Subsidiaries, subject to the terms and conditions specified in such plans and to such changes therein as may be necessary to reflect the consummation of the Merger. Allegiant and Southside agree that Surviving Corporation Buyer shall take such steps as are necessary or required to integrate the employees of Southside Seller and the Southside Seller Subsidiaries into Surviving CorporationBuyer's employee benefit plans available to other employees of Surviving Corporation Buyer and its Subsidiaries as soon as practicable after the Effective Time, with (i) full credit for prior service with Southside Seller or any of the Southside Seller Subsidiaries for purposes of vesting and eligibility for participation and benefit allocation (but not benefit accruals under any defined benefit plan), and co-payments and deductibles, and (ii) waiver of all waiting periods, evidence of insurability periods and pre-existing condition exclusions - 32 - 37 or penalties; provided, (iii) full credit for claims arising however, Seller must notify Buyer of any pre-existing condition with respect to any employee or dependent of an employee prior to the Effective Time for purposes of deductibles, out-of-pocket maximums, benefit maximums Closing and all other similar limitations for coverage must be approved by the applicable plan year in which the Merger insurers at a cost that is consummated, and (iv) full credit for vacation accrued by employees reasonably acceptable to Buyer. If any employee or dependent of Southside and the Southside Subsidiaries on or before the Effective Time. Allegiant and Southside agree that Surviving Corporation shall provide COBRA coverage for the periods and otherwise to the extent required by applicable law for employees and former employees of Southside and the Southside Subsidiaries (and their dependents and qualified beneficiaries) who are eligible for COBRA an employee presently receiving coverage under any Seller health plan has a pre-existing condition that is covered by Seller's health plan but cannot be covered by Buyer's health plan at a cost that is reasonably acceptable to Buyer, Buyer agrees to reimburse such employee the group cost of such coverage that such employee or dependent obtains in accordance with the continued health plans of Southside and the Southside Subsidiaries. Allegiant and Southside agree that Surviving Corporation shall provide severance benefits for employees of Southside and the Southside Subsidiaries who terminate employment within six (6) months following the Effective Time equal to one week of salary for each year of service, vesting after three (3) years, not to exceed a total of ten (10) weeks of salary, and thereafter such employees shall receive the same severance benefits that Surviving Corporation provides to all other employees of Surviving Corporation and the Surviving Corporation Subsidiaries and shall receive credit for their years of service with Southside and the Southside Subsidiaries. Surviving Corporation shall not take any action which will adversely affect the participation care coverage provisions of the employees Consolidated Omnibus Budget Reconciliation Act, as amended ("COBRA"), or otherwise, until the sooner to occur of Southside and (i) such employee or dependent becoming fully covered, including such pre-existing condition, under Seller's health plan or (ii) the Southside Subsidiaries in any Section 125 plan maintained by Southside and the Southside Subsidiaries during the calendar year in which the Closing occurs. (d) Prior to the Effective Time, Southside shall split the Southside Employee Stock Ownership Plan with 401(k) Provisions (the "KSOP") into two plans, one plan to consist end of the employee stock ownership plan portion of the KSOP (the "ESOP") and one plan to consist of the 401(k) portion of the KSOP (the "401(k)"). As of the Effective Time, the ESOP shall be terminated and immediately following the Effective Time each Acquisition Loan (as defined in the KSOP) shall be repaid in full with an amount of unallocated cash or shares of Surviving Corporation stock held in the ESOP having an aggregate fair market value equal to the unpaid balance of any such Loan at the time ofapplicable COBRA continued healthcare coverage period.

Employee Agreements and Benefits. (a) Following the Effective Time, Allegiant and Southside agree that they shall cause the Surviving Corporation to assume and honor in accordance with their terms all employment, severance, deferred compensation, split-dollar insurance and other compensation contracts set forth on Schedule 2.11(b) between ---------------- Southside, any of the Southside Subsidiaries, and any current or former director, officer, employee or agent thereof, and all provisions for vested benefits or other vested amounts earned or accrued through the Effective Time under the Southside Employee Plans. (b) Subject to Sections 5.09(d) and 5.14, the provisions of the Southside Stock Plans and any other plan, program or arrangement providing for the issuance or grant of any other interest in respect of the Equity Securities of Southside or any of the Southside Subsidiaries shall be deleted and terminated as of the Effective Time. (c) Allegiant and Southside agree that, except as set forth in Sections 5.09(b) and 5.09(d) hereof, the Southside Employee Plans shall not be terminated by reason of the Merger but shall continue thereafter as plans of the Surviving Corporation until such time as the employees of Southside and the Southside Subsidiaries are integrated into Surviving Corporation's employee benefit plans (which plans, to the extent practicable, shall be the same as Allegiant's employee benefit plans) available to other employees of Surviving Corporation, subject to the terms and conditions specified in such plans and to such changes therein as may be necessary to reflect the consummation of the Merger. Allegiant and Southside agree that Surviving Corporation shall take such steps as are necessary or required to integrate the employees of Southside and the Southside Subsidiaries into Surviving Corporation's employee benefit plans available to other employees of Surviving Corporation and its Subsidiaries as soon as practicable after the Effective Time, with (i) full credit for prior service with Southside or any of the Southside Subsidiaries for purposes of vesting and eligibility for participation and benefit allocation (but not benefit accruals under any defined benefit plan), and co-payments and deductibles, (ii) waiver of all waiting periods, evidence of insurability and pre-existing condition exclusions or penalties, (iii) full credit for claims arising prior to the Effective Time for purposes of deductibles, out-of-pocket maximums, benefit maximums and all other similar limitations for the applicable plan year in which the Merger is consummated, and (iv) full credit for vacation accrued by employees of Southside and the Southside Subsidiaries on or before the Effective Time. Allegiant and Southside agree that Surviving Corporation shall provide COBRA coverage for the periods and otherwise to the extent required by applicable law for employees and former employees of Southside and the Southside Subsidiaries (and their dependents and qualified beneficiaries) who are eligible for COBRA coverage under the group health plans of Southside and the Southside Subsidiaries. Allegiant and Southside agree that Surviving Corporation shall provide severance benefits for employees of Southside and the Southside Subsidiaries who terminate employment within six (6) months following the Effective Time equal to one week of salary for each year of service, vesting after three (3) years, not to exceed a total of ten (10) weeks of salary, and thereafter such employees shall receive the same severance benefits that Surviving Corporation provides to all other employees of Surviving Corporation and the Surviving Corporation Subsidiaries and shall receive credit for their years of service with Southside and the Southside Subsidiaries. Surviving Corporation shall not take any action which will adversely affect the participation of the employees of Southside and the Southside Subsidiaries in any Section 125 plan maintained by Southside and the Southside Subsidiaries during the calendar year in which the Closing occurs. (d) Prior to the Effective Time, Southside shall split the Southside Employee Stock Ownership Plan with 401(k) Provisions (the "KSOP") into two plans, one plan to consist of the employee stock ownership plan portion of the KSOP (the "ESOP") and one plan to consist of the 401(k) portion of the KSOP (the "401(k)"). As of the Effective Time, the ESOP shall be terminated and immediately following the Effective Time each Acquisition Loan (as defined in the KSOP) shall be repaid in full with an amount of unallocated cash or shares of Surviving Corporation stock held in the ESOP having an aggregate fair market value equal to the unpaid balance of any such Loan at the time ofof payment. All ESOP accounts shall fully vest and be nonforfeitable as of the termination of the ESOP. Following the date of this Agreement, Southside shall amend the KSOP to provide for its division into two plans and for the termination of the ESOP consistent with the foregoing provisions, subject to Allegiant's review and consent, not to be unreasonably withheld. As soon as practicable after the receipt of a favorable determination letter from the Internal Revenue Service ("IRS") as to the tax qualified status of the ESOP upon its termination under the Code (the "Final Determination Letter"), distributions of the benefits under the ESOP shall be made. From and after the date of this Agreement, in anticipation of such termination and distribution, Southside and its representatives before the Effective Time and Allegiant and Southside agree that Surviving Corporation and its representatives after the Effective Time shall use their best efforts to apply for and to obtain such favorable Final Determination Letter from the IRS.

Employee Agreements and Benefits. (a) Following the Effective Time, Allegiant and Southside agree that they Buyers shall cause the Surviving Corporation to assume and honor in accordance with their terms all employment, severance, deferred compensation, split-dollar insurance severance and other compensation contracts set forth on Schedule 2.11(b) 5.10 between ---------------- SouthsideSeller, any of ------------- the Southside Seller Subsidiaries, and any current or former director, officer, employee or agent thereof, and all provisions for vested benefits or other vested amounts earned or accrued through the Effective Time under the Southside Seller Employee Plans. (b) Subject to Sections 5.09(d) and 5.14, the The provisions of the Southside Stock Plans and any other plan, program or arrangement providing for the issuance or grant of any other interest in respect of the Equity Securities of Southside Seller or any of the Southside Subsidiaries shall be deleted and terminated as of the Effective Time.of (c) Allegiant and Southside agree that, except Except as set forth in Sections 5.09(b) and 5.09(dSection 5.10(b) hereof, the Southside Seller Employee Plans shall not be terminated by reason of the Merger but shall continue thereafter as plans of the Surviving Corporation until such time as the employees of Southside the Seller and the Southside Seller Subsidiaries are integrated into Surviving CorporationMercantile's employee benefit plans (which plans, to the extent practicable, shall be the same as Allegiant's employee benefit plans) that are available to other employees of Surviving CorporationMercantile and its Subsidiaries, subject to the terms and conditions specified in such plans and to such changes therein as may be necessary to reflect the consummation of the Merger. Allegiant and Southside agree that Surviving Corporation Mercantile shall take such steps as are necessary or required to integrate the employees of Southside Seller and the Southside Seller Subsidiaries into Surviving Corporationin Mercantile's employee benefit plans available to other employees of Surviving Corporation Mercantile and its Subsidiaries as soon as practicable after the Effective Time, with (i) full credit for prior service with Southside Seller or any of the Southside Seller Subsidiaries for purposes of vesting and eligibility for participation and benefit allocation (but not benefit accruals under any defined benefit plan), and co-payments and deductibles, and (ii) waiver of all waiting periods, evidence of insurability periods and pre-existing condition exclusions or penalties, (iii) full credit for claims arising prior to the Effective Time for purposes of deductibles, out-of-pocket maximums, benefit maximums and all other similar limitations for the applicable plan year in which the Merger is consummated, and (iv) full credit for vacation accrued by employees of Southside and the Southside Subsidiaries on or before the Effective Time. Allegiant and Southside agree that Surviving Corporation shall provide COBRA coverage for the periods and otherwise to the extent required by applicable law for employees and former employees of Southside and the Southside Subsidiaries (and their dependents and qualified beneficiaries) who are eligible for COBRA coverage under the group health plans of Southside and the Southside Subsidiaries. Allegiant and Southside agree that Surviving Corporation shall provide severance benefits for employees of Southside and the Southside Subsidiaries who terminate employment within six (6) months following the Effective Time equal to one week of salary for each year of service, vesting after three (3) years, not to exceed a total of ten (10) weeks of salary, and thereafter such employees shall receive the same severance benefits that Surviving Corporation provides to all other employees of Surviving Corporation and the Surviving Corporation Subsidiaries and shall receive credit for their years of service with Southside and the Southside Subsidiaries. Surviving Corporation shall not take any action which will adversely affect the participation of the employees of Southside and the Southside Subsidiaries in any Section 125 plan maintained by Southside and the Southside Subsidiaries during the calendar year in which the Closing occurs. (d) Prior to the Effective Time, Southside shall split the Southside Employee Stock Ownership Plan with 401(k) Provisions (the "KSOP") into two plans, one plan to consist of the employee stock ownership plan portion of the KSOP (the "ESOP") and one plan to consist of the 401(k) portion of the KSOP (the "401(k)"). As of the Effective Time, the ESOP shall be terminated and immediately following the Effective Time each Acquisition Loan (as defined in the KSOP) shall be repaid in full with an amount of unallocated cash or shares of Surviving Corporation stock held in the ESOP having an aggregate fair market value equal to the unpaid balance of any such Loan at the time of

Employee Agreements and Benefits. (a) Following the Effective Time, Allegiant and Southside agree that they Buyers shall cause the Surviving Corporation to assume and honor in accordance with their terms all employment, severance, deferred compensation, split-dollar insurance severance and other compensation contracts set forth on Schedule 2.11(b) between ---------------- SouthsideSeller, any of the Southside Seller Subsidiaries, and ---------------- any current or former director, officer, employee or agent thereof, and all provisions for vested benefits or other vested amounts earned or accrued through the Effective Time under the Southside Seller Employee Plans. (b) Subject to Sections 5.09(d) and 5.14Section 5.15, the provisions of the Southside Seller Stock Plans and any other plan, program or arrangement providing for the issuance or grant of any other interest in respect of the Equity Securities of Southside Seller or any of the Southside Seller Subsidiaries shall be deleted and terminated as of the Effective Time. (c) Allegiant and Southside agree that, except Except as set forth in Sections 5.09(b) and 5.09(dSection 5.10(b) hereof, the Southside Seller Employee Plans shall not be terminated by reason of the Merger but shall continue thereafter as plans of the Surviving Corporation until such time as the employees of Southside Seller and the Southside Seller Subsidiaries are integrated into Surviving CorporationMercantile's employee benefit plans (which plans, to the extent practicable, shall be the same as Allegiant's employee benefit plans) that are available to other employees of Surviving CorporationMercantile and its Subsidiaries, subject to the terms and conditions specified in such plans and to such changes therein as may be necessary to reflect the consummation of the Merger. Allegiant and Southside agree that Surviving Corporation Mercantile shall take such steps as are necessary or required to integrate the employees of Southside Seller and the Southside Seller Subsidiaries into Surviving CorporationMercantile's employee benefit plans available to other employees of Surviving Corporation Mercantile and its Subsidiaries as soon as practicable after the Effective Time, with (i) full credit for prior service with Southside Seller or any of the Southside Seller Subsidiaries for purposes of vesting and eligibility for participation and benefit allocation (but not benefit accruals under any defined benefit plan), and co-payments and deductibles, (ii) waiver of all waiting periods, evidence of insurability and pre-pre- existing condition exclusions or penalties, and (iii) full credit for claims arising prior to the Effective Time for purposes of deductibles, out-of-pocket maximums, benefit maximums and all other similar limitations for the applicable plan year in which the Merger is consummated, and (iv) full credit for vacation accrued by employees of Southside and the Southside Subsidiaries on or before the Effective Time. Allegiant and Southside agree that Surviving Corporation shall provide COBRA coverage for the periods and otherwise to the extent required by applicable law for employees and former employees of Southside and the Southside Subsidiaries (and their dependents and qualified beneficiaries) who are eligible for COBRA coverage under the group health plans of Southside and the Southside Subsidiaries. Allegiant and Southside agree that Surviving Corporation shall provide severance benefits for employees of Southside and the Southside Subsidiaries who terminate employment within six (6) months following the Effective Time equal to one week of salary for each year of service, vesting after three (3) years, not to exceed a total of ten (10) weeks of salary, and thereafter such employees shall receive the same severance benefits that Surviving Corporation provides to all other employees of Surviving Corporation and the Surviving Corporation Subsidiaries and shall receive credit for their years of service with Southside and the Southside Subsidiaries. Surviving Corporation shall not take any action which will adversely affect the participation of the employees of Southside and the Southside Subsidiaries in any Section 125 plan maintained by Southside and the Southside Subsidiaries during the calendar year in which the Closing occurs. (d) Prior to the Effective Time, Southside shall split the Southside Employee Stock Ownership Plan with 401(k) Provisions (the "KSOP") into two plans, one plan to consist of the employee stock ownership plan portion of the KSOP (the "ESOP") and one plan to consist of the 401(k) portion of the KSOP (the "401(k)"). As of the Effective Time, the ESOP shall be terminated and immediately following the Effective Time each Acquisition Loan (as defined in the KSOP) shall be repaid in full with an amount of unallocated cash or shares of Surviving Corporation stock held in the ESOP having an aggregate fair market value equal to the unpaid balance of any such Loan at the time of

Employee Agreements and Benefits. (a) Following the Effective Time, Allegiant and Southside agree that they Buyers shall cause the Surviving Corporation to assume and honor in accordance with their terms all employment, severance, deferred compensation, split-dollar insurance severance and other compensation contracts set forth on Schedule 2.11(b) between ---------------- SouthsideSeller, any of the Southside Seller Subsidiaries, and ---------------- any current or former director, officer, employee or agent thereof, and all provisions for vested benefits or other vested amounts earned or accrued through the Effective Time under the Southside Seller Employee Plans; provided, however, that Seller Employee Plans that cover Employee Stock Options shall be governed by Section 5.15. (b) Subject to Sections 5.09(d) and 5.14Section 5.15, the provisions of the Southside Seller Stock Plans and any other plan, program or arrangement providing for the issuance or grant of any other interest in respect of the Equity Securities of Southside Seller or any of the Southside Seller Subsidiaries shall be deleted and terminated as of the Effective Time. (c) Allegiant and Southside agree that, except Except as set forth in Sections 5.09(b) and 5.09(dSection 5.10(b) hereof, the Southside Seller Employee Plans shall not be terminated by reason of the Merger but shall continue thereafter as plans of the Surviving Corporation until such time as the employees of Southside Seller and the Southside Seller Subsidiaries are integrated into Surviving CorporationMercantile's employee benefit plans (which plans, to the extent practicable, shall be the same as Allegiant's employee benefit plans) that are available to other employees of Surviving CorporationMercantile and its Subsidiaries, subject to the terms and conditions specified in such plans and to such changes therein as may be necessary to reflect the consummation of the Merger. Allegiant and Southside agree that Surviving Corporation Mercantile shall take such steps as are necessary or required to integrate the employees of Southside Seller and the Southside Seller Subsidiaries into Surviving CorporationMercantile's employee benefit plans available to other employees of Surviving Corporation Mercantile and its Subsidiaries as soon as practicable after the Effective Time, with (i) full credit for prior service with Southside Seller or any of the Southside Seller Subsidiaries for purposes of vesting and eligibility for participation and benefit allocation (but not benefit accruals under any defined benefit plan), and co-payments and deductibles, (ii) waiver of all waiting periods, evidence of insurability and pre-existing condition exclusions or penalties, and (iii) full credit for claims arising prior to the Effective Time for purposes of deductibles, out-of-of- pocket maximums, benefit maximums and all other similar limitations for the applicable plan year in which the Merger is consummated, and (iv) full credit for vacation accrued by employees of Southside and the Southside Subsidiaries on or before the Effective Time. Allegiant and Southside agree that Surviving Corporation shall provide COBRA coverage for the periods and otherwise to the extent required by applicable law for employees and former employees of Southside and the Southside Subsidiaries (and their dependents and qualified beneficiaries) who are eligible for COBRA coverage under the group health plans of Southside and the Southside Subsidiaries. Allegiant and Southside agree that Surviving Corporation shall provide severance benefits for employees of Southside and the Southside Subsidiaries who terminate employment within six (6) months following the Effective Time equal to one week of salary for each year of service, vesting after three (3) years, not to exceed a total of ten (10) weeks of salary, and thereafter such employees shall receive the same severance benefits that Surviving Corporation provides to all other employees of Surviving Corporation and the Surviving Corporation Subsidiaries and shall receive credit for their years of service with Southside and the Southside Subsidiaries. Surviving Corporation shall not take any action which will adversely affect the participation of the employees of Southside and the Southside Subsidiaries in any Section 125 plan maintained by Southside and the Southside Subsidiaries during the calendar year in which the Closing occurs. (d) Prior to the Effective Time, Southside shall split the Southside Employee Stock Ownership Plan with 401(k) Provisions (the "KSOP") into two plans, one plan to consist of the employee stock ownership plan portion of the KSOP (the "ESOP") and one plan to consist of the 401(k) portion of the KSOP (the "401(k)"). As of the Effective Time, the ESOP shall be terminated and immediately following the Effective Time each Acquisition Loan (as defined in the KSOP) shall be repaid in full with an amount of unallocated cash or shares of Surviving Corporation stock held in the ESOP having an aggregate fair market value equal to the unpaid balance of any such Loan at the time of

Employee Agreements and Benefits. (a) Following the Effective Time, Allegiant and Southside agree that they Buyers shall cause the Surviving Corporation to assume and honor in accordance with their terms all employment, severance, deferred compensation, split-dollar insurance severance and other compensation contracts set forth on Schedule 2.11(b) between ---------------- SouthsideSeller, any of the Southside Seller Subsidiaries, and any current or former director, officer, employee or agent thereof, and all provisions for vested benefits or other vested amounts earned or accrued through the Effective Time under the Southside Seller Employee Plans; provided, however, that Seller Employee Plans that cover Employee Stock Options shall be governed by Section 5.15. (b) Subject to Sections 5.09(d) and 5.14Section 5.15, the provisions of the Southside Seller Stock Plans and any other plan, program or arrangement providing for the issuance or grant of any other interest in respect of the Equity Securities of Southside Seller or any of the Southside Seller Subsidiaries shall be deleted and terminated as of the Effective Time. (c) Allegiant and Southside agree that, except Except as set forth in Sections 5.09(b) and 5.09(dSection 5.10(b) hereof, the Southside Seller Employee Plans shall not be terminated by reason of the Merger but shall continue thereafter as plans of the Surviving Corporation until such time as the employees of Southside Seller and the Southside Seller Subsidiaries are integrated into Surviving CorporationMercantile's employee benefit plans (which plans, to the extent practicable, shall be the same as Allegiant's employee benefit plans) that are available to other employees of Surviving CorporationMercantile and its Subsidiaries, subject to the terms and conditions specified in such plans and to such changes therein as may be necessary to reflect the consummation of the Merger. Allegiant and Southside agree that Surviving Corporation Mercantile shall take such steps as are necessary or required to integrate the employees of Southside Seller and the Southside Seller Subsidiaries into Surviving CorporationMercantile's employee benefit plans available to other employees of Surviving Corporation Mercantile and its Subsidiaries as soon as practicable after the Effective Time, with (i) full credit for prior service with Southside Seller or any of the Southside Seller Subsidiaries for purposes of vesting and eligibility for participation and benefit allocation (but not benefit accruals under any defined benefit plan), and co-payments and deductibles, (ii) waiver of all waiting periods, evidence of insurability and pre-existing condition exclusions or penalties, and (iii) full credit for claims arising prior to the Effective Time for purposes of deductibles, out-of-pocket maximums, benefit maximums and all other similar limitations for the applicable plan year in which the Merger is consummated, and (iv) full credit for vacation accrued by employees of Southside and the Southside Subsidiaries on or before the Effective Time. Allegiant and Southside agree that Surviving Corporation shall provide COBRA coverage for the periods and otherwise to the extent required by applicable law for employees and former employees of Southside and the Southside Subsidiaries (and their dependents and qualified beneficiaries) who are eligible for COBRA coverage under the group health plans of Southside and the Southside Subsidiaries. Allegiant and Southside agree that Surviving Corporation shall provide severance benefits for employees of Southside and the Southside Subsidiaries who terminate employment within six (6) months following the Effective Time equal to one week of salary for each year of service, vesting after three (3) years, not to exceed a total of ten (10) weeks of salary, and thereafter such employees shall receive the same severance benefits that Surviving Corporation provides to all other employees of Surviving Corporation and the Surviving Corporation Subsidiaries and shall receive credit for their years of service with Southside and the Southside Subsidiaries. Surviving Corporation shall not take any action which will adversely affect the participation of the employees of Southside and the Southside Subsidiaries in any Section 125 plan maintained by Southside and the Southside Subsidiaries during the calendar year in which the Closing occurs. (d) Prior to the Effective Time, Southside shall split the Southside Employee Stock Ownership Plan with 401(k) Provisions (the "KSOP") into two plans, one plan to consist of the employee stock ownership plan portion of the KSOP (the "ESOP") and one plan to consist of the 401(k) portion of the KSOP (the "401(k)"). As of the Effective Time, the ESOP shall be terminated and immediately following the Effective Time each Acquisition Loan (as defined in the KSOP) shall be repaid in full with an amount of unallocated cash or shares of Surviving Corporation stock held in the ESOP having an aggregate fair market value equal to the unpaid balance of any such Loan at the time of

Employee Agreements and Benefits. (a) Following the Effective Time, Allegiant and Southside agree that they Buyers shall cause the Surviving Corporation to assume and honor in accordance with their terms all employment, severance, deferred compensation, split-dollar insurance severance and other compensation contracts set forth on Schedule 2.11(b) between ---------------- SouthsideSeller, any of the Southside Seller Subsidiaries, and ---------------- any current or former director, officer, employee or agent thereof, and all provisions for vested benefits or other vested amounts earned or accrued through the Effective Time under the Southside Seller Employee Plans. (b) Subject to Sections 5.09(d) and 5.14Section 5.15, the provisions of the Southside Seller Stock Plans and any other plan, program or arrangement providing for the issuance or grant of any other interest in respect of the Equity Securities of Southside Seller or any of the Southside Seller Subsidiaries shall be deleted and terminated as of the Effective Time. (c) Allegiant and Southside agree that, except Except as set forth in Sections 5.09(b) and 5.09(dSection 5.10(b) hereof, the Southside Seller Employee Plans shall not be terminated by reason of the Merger but shall continue thereafter as plans of the Surviving Corporation until such time as the employees of Southside Seller and the Southside Seller Subsidiaries are integrated into Surviving CorporationMercantile's employee benefit plans (which plans, to the extent practicable, shall be the same as Allegiant's employee benefit plans) that are available to other employees of Surviving CorporationMercantile and its Subsidiaries, subject to the terms and conditions specified in such plans and to such changes therein as may be necessary to reflect the consummation of the Merger. Allegiant and Southside agree that Surviving Corporation Mercantile shall take such steps as are necessary or required to integrate the employees of Southside Seller and the Southside Seller Subsidiaries into Surviving CorporationMercantile's employee benefit plans available to other employees of Surviving Corporation Mercantile and its Subsidiaries as soon as practicable after the Effective Time, with (i) full credit for prior service with Southside Seller or any of the Southside Seller Subsidiaries for purposes of vesting and eligibility for participation and benefit allocation (but not benefit accruals under any defined benefit plan), and co-payments and deductibles, (ii) waiver of all waiting periods, evidence of insurability and pre-existing condition exclusions or penalties, and (iii) full credit for claims arising prior to the Effective Time for purposes of deductibles, out-of-pocket maximums, benefit maximums and all other similar limitations for the applicable plan year in which the Merger is consummated, and (iv) full credit for vacation accrued by employees of Southside and the Southside Subsidiaries on or before the Effective Time. Allegiant and Southside agree that Surviving Corporation shall provide COBRA coverage for the periods and otherwise to the extent required by applicable law for employees and former employees of Southside and the Southside Subsidiaries (and their dependents and qualified beneficiaries) who are eligible for COBRA coverage under the group health plans of Southside and the Southside Subsidiaries. Allegiant and Southside agree that Surviving Corporation shall provide severance benefits for employees of Southside and the Southside Subsidiaries who terminate employment within six (6) months following the Effective Time equal to one week of salary for each year of service, vesting after three (3) years, not to exceed a total of ten (10) weeks of salary, and thereafter such employees shall receive the same severance benefits that Surviving Corporation provides to all other employees of Surviving Corporation and the Surviving Corporation Subsidiaries and shall receive credit for their years of service with Southside and the Southside Subsidiaries. Surviving Corporation shall not take any action which will adversely affect the participation of the employees of Southside and the Southside Subsidiaries in any Section 125 plan maintained by Southside and the Southside Subsidiaries during the calendar year in which the Closing occurs. (d) Prior to the Effective Time, Southside shall split the Southside Employee Stock Ownership Plan with 401(k) Provisions (the "KSOP") into two plans, one plan to consist of the employee stock ownership plan portion of the KSOP (the "ESOP") and one plan to consist of the 401(k) portion of the KSOP (the "401(k)"). As of the Effective Time, the ESOP shall be terminated and immediately following the Effective Time each Acquisition Loan (as defined in the KSOP) shall be repaid in full with an amount of unallocated cash or shares of Surviving Corporation stock held in the ESOP having an aggregate fair market value equal to the unpaid balance of any such Loan at the time of

Employee Agreements and Benefits. (a) Following At the Closing, Seller shall pay out the employment contract with Xxx Xxxxxx in the amount of $512,326. As of the Effective Time, Allegiant and Southside agree that they Buyer shall cause the Surviving Corporation to assume and honor amend the employment contract with Xxxxxxx Xxxxxx or provide Xxxxxxx Xxxxxx with a new employment agreement on terms substantially similar to his existing agreement, including an increase in accordance with their terms all employmenthis then current compensation as an officer for the year preceding the Merger. Buyer further agrees, severance, deferred compensation, split-dollar insurance and other compensation contracts set forth on Schedule 2.11(b) between ---------------- Southside, any as of the Southside SubsidiariesEffective Time, to elect Xxxxxxx Xxxxxx as President of the Perry County branch of Eagle Bank and any current Trust Company (or former directorPresident of Savings Bank if it has not been merged) and a member of the Executive Committee and the Strategic Planning Committee for the combined bank. Buyer further agrees, officer, employee or agent thereof, and all provisions for vested benefits or other vested amounts earned or accrued through as of the Effective Time under Time, to elect Xxx Xxxxxx to the Southside Employee Plansposition of Chairman of Savings Bank and, upon combination of Savings Bank with Eagle Bank and Trust Company, to the position of Vice Chairman of the combined bank, with compensation to be at least equal to 185% of the cost of his full health, life and disability insurance coverage for the period of time he serves in such capacity. (b) Subject to Sections 5.09(d) and 5.14Section 1.11, the provisions of the Southside Seller Stock Plans Option Plan and any other plan, program or arrangement providing for the issuance or grant of any other interest in respect of the Equity Securities of Southside Seller or any of the Southside Seller Subsidiaries shall be deleted and terminated as of the Effective Time. (c) Allegiant and Southside agree that, except Except as set forth in Sections Section 5.09(b) and 5.09(d(e) hereof, the Southside Seller Employee Plans shall not be terminated by reason of the Merger but shall continue thereafter as plans of the Surviving Corporation until such time as the employees of Southside Seller and the Southside Seller Subsidiaries are integrated into Surviving CorporationBuyer's employee benefit plans (which plans, to the extent practicable, shall be the same as Allegiant's employee benefit plans) that are available to other employees of Surviving CorporationBuyer and its Subsidiaries, subject to the terms and conditions specified in such plans and to such changes therein as may be necessary to reflect the consummation of the Merger. Allegiant and Southside agree that Surviving Corporation Buyer shall take such steps as are necessary or required to integrate the employees of Southside Seller and the Southside Seller Subsidiaries into Surviving CorporationBuyer's employee benefit plans and policies (including, without limitation, vacation and sick leave policies) available to other employees of Surviving Corporation Buyer and its Subsidiaries as soon as practicable after the Effective Time, with (i) full credit for prior service with Southside Seller or any of the Southside Seller Subsidiaries for purposes of vesting and vesting, eligibility for participation and benefit allocation accruals (but not benefit accruals under any defined benefit plan), and co-payments payment and deductiblesdeductible carryforwards, and (ii) waiver of all waiting periods, evidence of insurability periods and pre-existing condition exclusions or penalties, (iii) full credit for claims arising prior to the Effective Time for purposes of deductibles, out-of-pocket maximums, benefit maximums and all other similar limitations for the applicable plan year in which the Merger is consummated, and (iv) full credit for vacation accrued by employees of Southside and the Southside Subsidiaries on or before the Effective Time. Allegiant and Southside agree that Surviving Corporation shall provide COBRA coverage for the periods and otherwise to the extent required by applicable law for employees and former employees of Southside and the Southside Subsidiaries (and their dependents and qualified beneficiaries) who are eligible for COBRA coverage under the group health plans of Southside and the Southside Subsidiaries. Allegiant and Southside agree that Surviving Corporation shall provide severance benefits for employees of Southside and the Southside Subsidiaries who terminate employment within six (6) months following the Effective Time equal to one week of salary for each year of service, vesting after three (3) years, not to exceed a total of ten (10) weeks of salary, and thereafter such employees shall receive the same severance benefits that Surviving Corporation provides to all other employees of Surviving Corporation and the Surviving Corporation Subsidiaries and shall receive credit for their years of service with Southside and the Southside Subsidiaries. Surviving Corporation shall not take any action which will adversely affect the participation of the employees of Southside and the Southside Subsidiaries in any Section 125 plan maintained by Southside and the Southside Subsidiaries during the calendar year in which the Closing occurs. (d) Buyer shall provide to the employees of Seller and the Seller Subsidiaries full credit for prior service with Seller and with the Seller Subsidiaries for purposes of severance benefits under Buyer's guidelines in respect of such matters. (i) Seller shall, and shall cause the Seller Subsidiaries to, take all necessary action to terminate the Seller employee stock ownership plan (the "ESOP") as soon as possible after the Effective Time. Seller acknowledges and agrees that Buyer's counsel shall prepare and file, subject to the reasonable review and comment of Seller and Seller's counsel, any and all documents necessary to terminate the ESOP. Prior to the Effective Time, Southside shall split the Southside Employee Stock Ownership Plan with 401(kESOP may be amended to provide for (y) Provisions full vesting of benefits for participants; and (the "KSOP"z) into two plans, one plan to consist elimination of the employee stock ownership plan portion -28NEXT PAGE requirement for a participant to be employed on the last day of the KSOP (the "ESOP") and one plan year to consist of the 401(k) portion of the KSOP (the "401(k)"). As receive an employer contribution, other annual additions or allocations, in each case effective as of the Effective Time. Seller shall make no other amendments to the ESOP without the prior written consent of Buyer and shall only make additional contributions to the ESOP in an amount consistent with the terms of the ESOP's original note, and at times consistent with prior practice, and such amounts shall be applied to the ESOP indebtedness (the "ESOP Debt"). (ii) The Merger Consideration received by the ESOP trustee in the course of the Merger with respect to unallocated shares of Seller Common Stock shall be first applied by the trustee to the repayment of the ESOP Debt plus any accrued and unpaid interest. The balance of the Merger Consideration, if any, received by the ESOP trustee in the course of the Merger with respect to unallocated shares of Seller Common Stock shall be allocated to the accounts of all participants and beneficiaries in the ESOP who have accounts remaining under the ESOP in proportion to such participants' and beneficiaries' account balances as they exist as of the Effective Time as investment earnings of the ESOP to the maximum extent permitted under the Code and applicable law. (iii) As soon as practicable after the date hereof, Buyer's counsel shall file or cause to be filed on behalf of Seller, all necessary documents with the IRS for a determination letter on the termination of the ESOP. As soon as practicable after receipt of a favorable determination letter from the IRS (but not prior to the Effective Time) and after the allocation of the Merger Consideration as provided above by the ESOP trustee, the account balances in the ESOP shall be terminated distributed to participants and immediately following the Effective Time each Acquisition Loan (beneficiaries or transferred to an eligible individual retirement account or qualified plan as defined in the KSOP) shall be repaid in full with an amount of unallocated cash a participant or shares of Surviving Corporation stock held in the ESOP having an aggregate fair market value equal to the unpaid balance of any such Loan at the time ofbeneficiary may direct.

Employee Agreements and Benefits. (a) Following the Effective Time, Allegiant and Southside agree that they Buyers shall cause the Surviving Corporation to assume and honor in accordance with their terms all employment, severance, deferred compensation, split-dollar insurance severance and other compensation contracts set forth on Schedule 2.11(b) between ---------------- SouthsideSeller, any of the Southside Seller ---------------- Subsidiaries, and any current or former director, officer, employee or agent thereof, and all provisions for vested benefits or other vested amounts earned or accrued through the Effective Time under the Southside Employee Plans.agent (b) Subject to Sections 5.09(d) and 5.14, the The provisions of the Southside Seller Stock Plans and any other plan, program or arrangement providing for the issuance or grant of any other interest in respect of the Equity Securities of Southside Seller or any of the Southside Seller Subsidiaries shall be deleted and terminated as of the Effective Time. (c) Allegiant and Southside agree that, except Except as set forth in Sections 5.09(b) and 5.09(dSection 5.10(b) hereof, the Southside Seller Employee Plans shall not be terminated by reason of the Merger but shall continue thereafter as plans of the Surviving Corporation until such time as the employees of Southside Seller and the Southside Seller Subsidiaries are integrated into Surviving CorporationMercantile's employee benefit plans (which plans, to the extent practicable, shall be the same as Allegiant's employee benefit plans) that are available to other employees of Surviving CorporationMercantile and its Subsidiaries, subject to the terms and conditions specified in such plans and to such changes therein as may be necessary to reflect the consummation of the Merger. Allegiant and Southside agree that Surviving Corporation Mercantile shall take such steps as are necessary or required to integrate the employees of Southside Seller and the Southside Seller Subsidiaries into Surviving CorporationMercantile's employee benefit plans available to other employees of Surviving Corporation Mercantile and its Subsidiaries as soon as practicable after the Effective Time, with (i) full credit for prior service with Southside Seller or any of the Southside Seller Subsidiaries for purposes of vesting and eligibility for participation and benefit allocation (but not benefit accruals under any defined benefit plan), and co-payments and deductibles, and (ii) waiver of all waiting periods, evidence of insurability periods and pre-existing condition exclusions or penalties, (iii) full credit for claims arising prior to the Effective Time for purposes of deductibles, out-of-pocket maximums, benefit maximums and all other similar limitations for the applicable plan year in which the Merger is consummated, and (iv) full credit for vacation accrued by employees of Southside and the Southside Subsidiaries on or before the Effective Time. Allegiant and Southside agree that Surviving Corporation shall provide COBRA coverage for the periods and otherwise to the extent required by applicable law for employees and former employees of Southside and the Southside Subsidiaries (and their dependents and qualified beneficiaries) who are eligible for COBRA coverage under the group health plans of Southside and the Southside Subsidiaries. Allegiant and Southside agree that Surviving Corporation shall provide severance benefits for employees of Southside and the Southside Subsidiaries who terminate employment within six (6) months following the Effective Time equal to one week of salary for each year of service, vesting after three (3) years, not to exceed a total of ten (10) weeks of salary, and thereafter such employees shall receive the same severance benefits that Surviving Corporation provides to all other employees of Surviving Corporation and the Surviving Corporation Subsidiaries and shall receive credit for their years of service with Southside and the Southside Subsidiaries. Surviving Corporation shall not take any action which will adversely affect the participation of the employees of Southside and the Southside Subsidiaries in any Section 125 plan maintained by Southside and the Southside Subsidiaries during the calendar year in which the Closing occurs. (d) Prior to the Effective Time, Southside shall split the Southside Employee Stock Ownership Plan with 401(k) Provisions (the "KSOP") into two plans, one plan to consist of the employee stock ownership plan portion of the KSOP (the "ESOP") and one plan to consist of the 401(k) portion of the KSOP (the "401(k)"). As of the Effective Time, the ESOP shall be terminated and immediately following the Effective Time each Acquisition Loan (as defined in the KSOP) shall be repaid in full with an amount of unallocated cash or shares of Surviving Corporation stock held in the ESOP having an aggregate fair market value equal to the unpaid balance of any such Loan at the time of

Employee Agreements and Benefits. (a) Following As soon as practicable following the Effective Time, Allegiant Mercantile-Arkansas shall (i) afford to Seller's employees employee benefits substantially similar to those presently afforded the employees of Mercantile and Southside agree that they shall cause the Surviving Corporation to assume its Subsidiaries who are similarly situated, and (ii) honor in accordance with their terms all employment, severance, deferred compensation, split-dollar insurance severance and other compensation contracts set forth on Schedule 2.11(b) 5.10 between ---------------- Southside------------- Seller, any of the Southside Seller Subsidiaries, and any current or former director, officer, employee or agent thereof, and all provisions for vested benefits or other vested amounts earned or accrued through the Effective Time under the Southside Seller Employee Plans. (b) Subject to Sections 5.09(d) and 5.14, the The provisions of the Southside Stock Plans and any other plan, program or arrangement providing for the issuance or grant of any other interest in respect of the Equity Securities of Southside Seller or any of the Southside Seller Subsidiaries shall be deleted and terminated as of the Effective Time. (c) Allegiant and Southside agree that, except Except as set forth in Sections 5.09(b) and 5.09(dSection 5.10(b) hereof, the Southside Seller Employee Plans shall not be terminated by reason of the Merger Transaction but shall continue thereafter as plans of the Surviving Corporation Mercantile-Arkansas until such time as the employees of Southside the Seller and the Southside Seller Subsidiaries are integrated into Surviving CorporationMercantile's employee benefit plans (which plans, to the extent practicable, shall be the same as Allegiant's employee benefit plans) that are available to other employees of Surviving CorporationMercantile and its Subsidiaries, subject to the terms and conditions specified in such plans and to such changes therein as may be necessary to reflect the consummation of the MergerTransaction. Allegiant and Southside agree that Surviving Corporation Mercantile-Arkansas shall take such steps as are necessary or required to integrate the employees of Southside Seller and the Southside Seller Subsidiaries into Surviving Corporationin Mercantile's employee benefit plans available to other employees of Surviving Corporation Mercantile and its Subsidiaries as soon as practicable after the Effective Time, with (i) full credit for prior service with Southside Seller or any of the Southside Seller Subsidiaries for purposes of vesting and eligibility for participation and benefit allocation (but not benefit accruals under any defined benefit plan), and co-payments and deductibles, and (ii) waiver of all waiting periods, evidence of insurability periods and pre-existing condition exclusions or penalties, (iii. Mercantile also shall execute the letter agreements listed on Schedule 5.10(c) full credit for claims arising prior to the Effective Time for purposes of deductibles, out-of-pocket maximums, benefit maximums and all other similar limitations for the applicable plan year in which the Merger is consummated, and (iv) full credit for vacation accrued by employees of Southside and the Southside Subsidiaries on or before the Effective Timehereof. Allegiant and Southside agree that Surviving Corporation shall provide COBRA coverage for the periods and otherwise to the extent required by applicable law for employees and former employees of Southside and the Southside Subsidiaries (and their dependents and qualified beneficiaries) who are eligible for COBRA coverage under the group health plans of Southside and the Southside Subsidiaries. Allegiant and Southside agree that Surviving Corporation shall provide severance benefits for employees of Southside and the Southside Subsidiaries who terminate employment within six (6) months following the Effective Time equal to one week of salary for each year of service, vesting after three (3) years, not to exceed a total of ten (10) weeks of salary, and thereafter such employees shall receive the same severance benefits that Surviving Corporation provides to all other employees of Surviving Corporation and the Surviving Corporation Subsidiaries and shall receive credit for their years of service with Southside and the Southside Subsidiaries. Surviving Corporation shall not take any action which will adversely affect the participation of the employees of Southside and the Southside Subsidiaries in any Section 125 plan maintained by Southside and the Southside Subsidiaries during the calendar year in which the Closing occurs. (d) Prior to the Effective Time, Southside shall split the Southside Employee Stock Ownership Plan with 401(k) Provisions (the "KSOP") into two plans, one plan to consist of the employee stock ownership plan portion of the KSOP (the "ESOP") and one plan to consist of the 401(k) portion of the KSOP (the "401(k)"). As of the Effective Time, the ESOP shall be terminated and immediately following the Effective Time each Acquisition Loan (as defined in the KSOP) shall be repaid in full with an amount of unallocated cash or shares of Surviving Corporation stock held in the ESOP having an aggregate fair market value equal to the unpaid balance of any such Loan at the time of----------------