Common use of Employee and Benefit Matters Clause in Contracts

Employee and Benefit Matters. (a) Subject to applicable Law and the terms of FCB’s employee benefit plans, FCB will, as soon as reasonably practicable after the Effective Time, provide employees of the Bank who become employees of FCB at or immediately following the Effective Time (the “Continuing Employees”) with benefits under the Company Benefit Plans that they participate in at the Effective Time, to the extent those continue to be maintained by FCB for some time following the Effective Time, or, at FCB’s election, with benefits that are the same as those provided to similarly situated employees of FCB as of the date of this Agreement; provided that in no event shall any Continuing Employee participate in FCB’s defined benefit pension plans which have been frozen to new participants. With respect to any “employee benefit plan” (as defined in Section 3(3) of ERISA) maintained by FCB, excluding both any retiree health care plans or programs maintained by FCB and any deferred compensation plans or arrangements maintained by FCB (collectively, “Employee Plans”), in which any Continuing Employees will participate effective as of or after the Effective Time, FCB will provide credit for prior service of Continuing Employees with the Bank for vesting and eligibility purposes, but not for benefit accrual purposes other than under FCB’s paid time off policy and Position Elimination Policy; provided that such service shall not be recognized to the extent that (i) such recognition of service would result in a duplication of benefits or (ii) such service was not recognized under a corresponding Company Benefit Plan. With respect to Employee Plans providing health care, dental, or vision coverage, FCB will use commercially reasonable efforts to cause any pre-existing condition, eligibility waiting period, or other limitations or exclusions otherwise applicable under such plans to new employees not to apply to the Continuing Employees or their eligible spouses and eligible dependents who were covered under a similar Company Benefit Plan immediately prior to the Effective Time. Further, if Continuing Employees experience a transition in health care coverage during the middle of a plan year, BancShares or FCB, as appropriate, will make a one-time payment of additional compensation as part of FCB’s first payment of salary and wages to Continuing Employees who elect health care coverage under the First-Citizens Bank & Trust Company Welfare Benefit Plan in an amount to be agreed upon by the Parties and based upon the health care coverage the Continuing Employee had under the Company’s group medical plan. The Parties acknowledge and agree that, to the extent permitted by applicable Law and the terms of any pertinent plan documents, BancShares and its Subsidiaries may after the Effective Time maintain multiple benefit plans providing health care, dental, or vision coverage and/or multiple retirement savings plans.

Employee and Benefit Matters. (a) Subject to applicable Law and From the terms of FCB’s employee benefit plans, FCB will, as soon as reasonably practicable after Closing through the Effective Time, provide employees first anniversary of the Bank who become employees of FCB at or immediately following date upon which the Effective Time Closing occurs (the “Benefits Continuation Period”), Amazon shall or shall cause a Subsidiary of Amazon to provide to each Danube Employee who continues in employment with Amazon or a Subsidiary thereof following the Closing (each, a “Continuing EmployeesEmployee”) and who is not covered by a Labor Agreement (i) a base salary or annual wage rate that is no less favorable than the base salary or annual wage rate provided to such Continuing Employees as of immediately prior to the Closing, (ii) a target annual (or lesser period, as applicable) cash bonus opportunity that is no less favorable than the target annual (or lesser period, as applicable) cash bonus opportunity (if applicable) provided to such employees as of immediately prior to the Closing, (iii) a target long-term incentive opportunity (i.e., an incentive opportunity with a performance period longer than one year) that is no less favorable than the target long-term incentive opportunity (if applicable) provided to such employees as of immediately prior to the Closing, and (iv) health, welfare and other employee benefits (excluding severance benefits (except to the extent otherwise required pursuant to Section 7.16(b) of this Agreement), any benefits provided under any defined benefit pension plan or retiree or post-termination health or welfare benefit plan (except to the Company Benefit Plans that they participate extent required by applicable Law) and any retention or other special or non-recurring compensation or benefits, in at the Effective Timeeach case, to the extent those continue the same benefit is not provided by Amazon in the ordinary course to be maintained by FCB for some time following the Effective Time, or, at FCB’s election, with benefits similarly situated new hire employees of Amazon) that are no less favorable in the same as aggregate than those provided to similarly situated employees of FCB such Continuing Employees as of immediately prior to the date Closing. For the avoidance of this Agreement; provided that doubt, in no event shall this Section 7.16(a) require that any Continuing Employee participate be entitled to accrue benefits in FCB’s a defined benefit pension plans plan following the Closing. The employment terms and conditions of each Continuing Employee whose employment is covered by a Labor Agreement to which have been frozen to new participants. With respect to any “employee benefit plan” (as defined in Section 3(3) of ERISA) maintained by FCB, excluding both any retiree health care plans Danube or programs maintained by FCB and any deferred compensation plans a Danube Subsidiary is a party or arrangements maintained by FCB (collectively, “Employee Plans”), in which any Continuing Employees will participate effective as of or after the Effective Time, FCB will provide credit for prior service of Continuing Employees with the Bank for vesting and eligibility purposes, but not for benefit accrual purposes other than under FCB’s paid time off policy and Position Elimination Policy; provided that such service bound shall not be recognized to the extent that (i) such recognition of service would result in a duplication of benefits or (ii) such service was not recognized under a corresponding Company Benefit Plan. With respect to Employee Plans providing health care, dental, or vision coverage, FCB will use commercially reasonable efforts to cause any pre-existing condition, eligibility waiting period, or other limitations or exclusions otherwise applicable under such plans to new employees not to apply to the Continuing Employees or their eligible spouses and eligible dependents who were covered under a similar Company Benefit Plan immediately prior to the Effective Time. Further, if Continuing Employees experience a transition in health care coverage during the middle of a plan year, BancShares or FCB, as appropriate, will make a one-time payment of additional compensation as part of FCB’s first payment of salary and wages to Continuing Employees who elect health care coverage under the First-Citizens Bank & Trust Company Welfare Benefit Plan in an amount to be agreed upon governed by the Parties and based upon the health care coverage the Continuing Employee had under the Company’s group medical plan. The Parties acknowledge and agree that, to the extent permitted by applicable Law and the terms of any pertinent plan documents, BancShares and its Subsidiaries may after the Effective Time maintain multiple benefit plans providing health care, dental, or vision coverage and/or multiple retirement savings plansLabor Agreement.

Employee and Benefit Matters. (a) Subject to applicable Law and the terms of FCBSmartFinancial’s and SmartBank’s employee benefit plans, FCB SmartFinancial or SmartBank will, as soon as reasonably practicable after the Effective Time, provide employees of the Bank who become employees of FCB SmartBank at or immediately following the Effective Time (the “Continuing Employees”) with benefits under the Company Benefit Plans that they participate in at the Effective Time, to the extent those continue to be maintained by FCB for some time following the Effective Time, or, at FCB’s election, with benefits that are no less favorable, in the same as aggregate, than those provided to similarly situated employees of FCB SmartBank as of the date of this Agreement; provided that in no event shall any Continuing Employee participate in FCB’s defined benefit pension plans which have been frozen to new participants. With respect to any “employee benefit plan” (as defined in Section 3(3) of ERISA) maintained by FCBSmartFinancial or SmartBank, excluding both any retiree health care plans or programs maintained by FCB SmartFinancial or SmartBank and any equity compensation or deferred compensation plans or arrangements maintained by FCB SmartFinancial or SmartBank (collectively, “Employee Plans”), in which any Continuing Employees will participate effective as of or after the Effective Time, FCB SmartFinancial or SmartBank, as appropriate, will provide credit for prior recognize all years of full-time service of Continuing Employees with the Bank for vesting and eligibility purposes, purposes (but not for benefit accrual purposes other than or purposes of early retirement subsidies under FCB’s paid time off policy and Position Elimination Policyany Employee Plan that is a defined benefit pension plan) in any Employee Plan in which such Continuing Employees may be eligible to participate at or after the Effective Time; provided that such service shall not be recognized to the extent that (i) such recognition of service would result in a duplication of benefits or (ii) such service was not recognized under a corresponding Company Entegra Benefit Plan. With respect to Employee Plans providing health care, dental, or vision coverage, FCB SmartFinancial or SmartBank, as appropriate, will use commercially reasonable efforts to cause any pre-existing condition, eligibility waiting period, or other limitations or exclusions otherwise applicable under such plans to new employees not to apply to the Continuing Employees or their eligible spouses and eligible dependents who were covered under a similar Company Entegra Benefit Plan immediately prior to the Effective Time. Further, if Continuing Employees experience a transition in health care care, dental, or vision coverage during the middle of a plan year, BancShares SmartFinancial or FCBSmartBank, as appropriate, will make a one-time payment of additional compensation as part of FCB’s first payment of salary and wages use commercially reasonable efforts to cause any successor Employee Plan providing health care, dental, or vision coverage for Continuing Employees who elect health care coverage to give credit towards the satisfaction of any annual deductible limitation and out-of-pocket maximum applied under such successor plan for any deductible, co-payment, or other cost-sharing amounts previously paid by Continuing Employees in respect of their participation in the First-Citizens Bank & Trust Company Welfare corresponding Entegra Benefit Plan in an amount during the plan year of the successor Employee Plan prior to be agreed upon by the Parties and based upon the health care coverage the Continuing Employee had under the Company’s group medical plantransition effective date. The Parties acknowledge and agree that, to the extent permitted by applicable Law and the terms of any pertinent plan documents, BancShares SmartFinancial and its Subsidiaries may after the Effective Time maintain multiple benefit plans providing health care, dental, or vision coverage and/or multiple retirement savings plans.

Employee and Benefit Matters. (a) Subject to applicable Law and the terms of FCBSmartFinancial’s and SmartBank’s employee benefit plans, FCB SmartFinancial or SmartBank will, as soon as reasonably practicable after the Effective Time, provide employees of the Bank who become employees of FCB SmartBank at or immediately following the Effective Time (the “Continuing Employees”) with benefits under the Company Benefit Plans that they participate in at the Effective Time, to the extent those continue to be maintained by FCB for some time following the Effective Time, or, at FCB’s election, with benefits that are no less favorable, in the same as those aggregate, than that provided to similarly situated employees of FCB SmartBank as of the date of this Agreement; provided that in no event shall any Continuing Employee participate in FCB’s defined benefit pension plans which have been frozen to new participants. With respect to any “employee benefit plan” (as defined in Section 3(3) of ERISA) maintained by FCBSmartFinancial or SmartBank, excluding both any retiree health care plans or programs maintained by FCB SmartFinancial or SmartBank and any equity compensation or deferred compensation plans or arrangements maintained by FCB SmartFinancial or SmartBank (collectively, “Employee Plans”), in which any Continuing Employees will participate effective as of or after the Effective Time, FCB SmartFinancial or SmartBank, as appropriate, will provide credit for prior recognize all years of full-time service of Continuing Employees with the Bank Bancshares Parties for vesting and eligibility purposes, purposes (but not for benefit accrual purposes other than or purposes of early retirement subsidies under FCB’s paid time off policy and Position Elimination Policyany Employee Plan that is a defined benefit pension plan) in any Employee Plan in which such Continuing Employees may be eligible to participate at or after the Effective Time; provided that such service shall not be recognized to the extent that (i) such recognition of service would result in a duplication of benefits or (ii) such service was not recognized under a corresponding Company Bancshares Benefit Plan. With respect to Employee Plans providing health care, dental, or vision coverage, FCB SmartFinancial or SmartBank, as appropriate, will use commercially reasonable efforts to cause any pre-existing condition, eligibility waiting period, or other limitations or exclusions otherwise applicable under such plans to new employees not to apply to the Continuing Employees or their eligible spouses and eligible dependents who were covered under a similar Company Bancshares Benefit Plan immediately prior to the Effective Time. Further, if Continuing Employees experience a transition in health care care, dental, or vision coverage during the middle of a plan year, BancShares SmartFinancial or FCBSmartBank, as appropriate, will make a one-time payment of additional compensation as part of FCB’s first payment of salary and wages use commercially reasonable efforts to cause any successor Employee Plan providing health care, dental, or vision coverage for Continuing Employees who elect health care coverage to give credit towards satisfaction of any annual deductible limitation and out-of-pocket maximum applied under such successor plan for any deductible, co-payment, or other cost-sharing amounts previously paid by Continuing Employees in respect of their participation in the First-Citizens Bank & Trust Company Welfare corresponding Bancshares Benefit Plan in an amount during the plan year of the successor Employee Plan prior to be agreed upon by the Parties and based upon the health care coverage the Continuing Employee had under the Company’s group medical plantransition effective date. The Parties acknowledge and agree that, to the extent permitted by applicable Law and the terms of any pertinent plan documents, BancShares SmartFinancial and its Subsidiaries may after the Effective Time maintain multiple benefit plans providing health care, dental, or vision coverage and/or multiple retirement savings plans.

Employee and Benefit Matters. (a) Subject to applicable Law and the terms of FCBReliant’s and Reliant Bank’s employee benefit plans, FCB Reliant or Reliant Bank will, as soon as reasonably practicable after the Effective Time, provide employees of the Bank who become employees of FCB Reliant Bank at or immediately following the Effective Time (the “Continuing Employees”) with benefits under the Company Benefit Plans that they participate in at the Effective Time, to the extent those continue to be maintained by FCB for some time following the Effective Time, or, at FCB’s election, with benefits that are no less favorable, in the same as aggregate, than those provided to similarly situated employees of FCB as of the date of this Agreement; provided that in no event shall any Continuing Employee participate in FCB’s defined benefit pension plans which have been frozen to new participantsReliant Bank. With respect to any “employee benefit plan” (as defined in Section 3(3) of ERISA) maintained by FCBReliant or Reliant Bank, excluding both any retiree health care plans or programs maintained by FCB Reliant or Reliant Bank and any equity compensation or deferred compensation plans or arrangements maintained by FCB Reliant or Reliant Bank (collectively, “Employee Plans”), in which any Continuing Employees will participate effective as of or after the Effective Time, FCB Reliant or Reliant Bank, as appropriate, will provide credit for prior recognize all years of service of Continuing Employees with the Bank for vesting and eligibility purposes, purposes (but not for benefit accrual purposes other than or purposes of early retirement subsidies under FCB’s paid time off policy and Position Elimination Policyany Employee Plan that is a defined benefit pension plan) in any Employee Plan in which such Continuing Employees may be eligible to participate at or after the Effective Time; provided that such service shall not be recognized to the extent that (i) such recognition of service would result in a duplication of benefits or (ii) such service was not recognized under a corresponding Company First Advantage Benefit Plan. With respect to Employee Plans providing health care, dental, or vision coverage as well as group life and disability insurance coverage, FCB Reliant or Reliant Bank, as appropriate, will use commercially reasonable efforts to cause any pre-existing condition, eligibility waiting period, or other limitations or exclusions otherwise applicable under such plans to new employees not to apply to the Continuing Employees or their eligible spouses and eligible dependents who were covered under a similar Company First Advantage Benefit Plan immediately prior to the Effective Time. Further, if Continuing Employees experience a transition in health care care, dental, or vision coverage during the middle of a plan year, BancShares Reliant or FCBReliant Bank, as appropriate, will make a one-time payment of additional compensation as part of FCB’s first payment of salary and wages use commercially reasonable efforts to cause any successor Employee Plan providing health care, dental, or vision coverage for Continuing Employees who elect health care coverage to give credit towards satisfaction of any annual deductible limitation and out-of-pocket maximum applied under such successor plan for any deductible, co-payment, or other cost-sharing amounts previously paid by Continuing Employees in respect of their participation in the First-Citizens Bank & Trust Company Welfare corresponding First Advantage Benefit Plan in an amount during the plan year of the successor Employee Plan prior to be agreed upon by the Parties and based upon the health care coverage the Continuing Employee had under the Company’s group medical plantransition effective date. The Parties acknowledge and agree that, to the extent permitted by applicable Law and the terms of any pertinent plan documents, BancShares Reliant and its Subsidiaries may after the Effective Time maintain multiple benefit plans providing health care, dental, or vision coverage and/or multiple retirement savings plans.

Employee and Benefit Matters. (a) Subject to applicable Law and the terms of FCB’s the SmartFinancial Parties’ employee benefit plans, FCB SmartFinancial or SmartBank will, as soon as reasonably practicable after the Effective Time, provide employees of the Bank Capstone who become employees of FCB SmartFinancial or SmartBank at or immediately following the Effective Time (the “Continuing Employees”) with benefits under the Company Benefit Plans that they participate in at the Effective Time, to the extent those continue to be maintained by FCB for some time following the Effective Time, or, at FCB’s election, with benefits that are no less favorable, in the same as those aggregate, than that provided to similarly situated employees of FCB the SmartFinancial Parties as of the date of this Agreement; provided that in no event shall any Continuing Employee participate in FCB’s defined benefit pension plans which have been frozen to new participants. With respect to any “employee benefit plan” (as defined in Section 3(3) of ERISA) maintained by FCBSmartFinancial or SmartBank, excluding both any retiree health care plans or programs maintained by FCB SmartFinancial or SmartBank and any equity compensation or deferred compensation plans or arrangements maintained by FCB SmartFinancial or SmartBank (collectively, “Employee Plans”), in which any Continuing Employees will participate effective as of or after the Effective Time, FCB SmartFinancial or SmartBank, as appropriate, will provide credit for prior recognize all years of full-time service of Continuing Employees with the Bank Capstone Parties for vesting and eligibility purposes, purposes (but not for benefit accrual purposes other than or purposes of early retirement subsidies under FCB’s paid time off policy and Position Elimination Policyany Employee Plan that is a defined benefit pension plan) in any Employee Plan in which such Continuing Employees may be eligible to participate at or after the Effective Time; provided that such service shall not be recognized to the extent that (i) such recognition of service would result in a duplication of benefits or (ii) such service was not recognized under a corresponding Company Capstone Benefit Plan. With respect to Employee Plans providing health care, dental, or vision coverage, FCB the SmartFinancial Parties will use commercially reasonable efforts to cause any pre-existing condition, eligibility waiting period, or other limitations or exclusions otherwise applicable under such plans to new employees not to apply to the Continuing Employees or their eligible spouses and eligible dependents who were covered under a similar Company Capstone Benefit Plan immediately prior to the Effective Time. Further, if Continuing Employees experience a transition in health care care, dental, or vision coverage during the middle of a plan year, BancShares the SmartFinancial Parties will use commercially reasonable efforts to cause any successor Employee Plan providing health care, dental, or FCB, as appropriate, will make a one-time payment of additional compensation as part of FCB’s first payment of salary and wages to vision coverage for Continuing Employees who elect health care coverage to give credit towards satisfaction of any annual deductible limitation and out-of-pocket maximum applied under such successor plan for any deductible, co-payment, or other cost-sharing amounts previously paid by Continuing Employees in respect of their participation in the First-Citizens Bank & Trust Company Welfare corresponding Capstone Benefit Plan in an amount during the plan year of the successor Employee Plan prior to be agreed upon by the Parties and based upon the health care coverage the Continuing Employee had under the Company’s group medical plantransition effective date. The Parties acknowledge and agree that, to the extent permitted by applicable Law and the terms of any pertinent plan documents, BancShares and its Subsidiaries the SmartFinancial Parties may after the Effective Time maintain multiple benefit plans providing health care, dental, or vision coverage and/or multiple retirement savings plans.

Employee and Benefit Matters. (a) Subject to applicable Law and the terms of FCB’s the Commerce Union Parties’ employee benefit plans, FCB Commerce Union or Reliant will, as soon as reasonably practicable after the Effective Time, provide employees of the Bank who become employees of FCB Commerce Union or Reliant at or immediately following the Effective Time (the “Continuing Employees”) with benefits under the Company Benefit Plans that they participate in at the Effective Time, to the extent those continue to be maintained by FCB for some time following the Effective Time, or, at FCB’s election, with benefits that are no less favorable, in the same as those aggregate, than that provided to similarly situated employees of FCB the Commerce Union Parties as of the date of this Agreement; provided that in no event shall any Continuing Employee participate in FCB’s defined benefit pension plans which have been frozen to new participantsClosing Date. With respect to any “employee benefit plan” (as defined in Section 3(3) of ERISA) maintained by FCBCommerce Union or Reliant, excluding both any retiree health care plans or programs maintained by FCB Commerce Union or Reliant and any equity compensation or deferred compensation plans or arrangements maintained by FCB Commerce Union or Reliant (collectively, “Employee Plans”), in which any Continuing Employees will participate effective as of or after the Effective Time, FCB Commerce Union or Reliant, as appropriate, will provide credit for prior recognize all years of service of Continuing Employees with the Bank Community First Parties (and any predecessor entities to, or entities which previously have merged or consolidated with or into, any of the Community First Parties) for vesting and eligibility purposes, purposes (but not for benefit accrual purposes other than or purposes of early retirement subsidies under FCB’s paid time off policy and Position Elimination Policyany Employee Plan that is a defined benefit pension plan) in any Employee Plan in which such Continuing Employees may be eligible to participate at or after the Effective Time; provided that such service shall not be recognized to the extent that (i) such recognition of service would result in a duplication of benefits or (ii) such service was not recognized under a corresponding Company Community First Benefit Plan. With respect to Employee Plans providing health care, dental, or vision coverage, FCB the Commerce Union Parties will use commercially reasonable efforts to cause any pre-existing condition, eligibility waiting period, or other limitations or exclusions otherwise applicable under such plans to new employees not to apply to the Continuing Employees or their eligible spouses and eligible dependents who were covered under a similar Company Community First Benefit Plan immediately prior to the Effective Time. Further, if Continuing Employees experience a transition in health care care, dental, or vision coverage during the middle of a plan year, BancShares the Commerce Union Parties will use commercially reasonable efforts to cause any successor Employee Plan providing health care, dental, or FCB, as appropriate, will make a one-time payment of additional compensation as part of FCB’s first payment of salary and wages to vision coverage for Continuing Employees who elect health care coverage to give credit towards satisfaction of any annual deductible limitation and out-of-pocket maximum applied under such successor plan for any deductible, co-payment, or other cost-sharing amounts previously paid by Continuing Employees in respect of their participation in the First-Citizens Bank & Trust Company Welfare corresponding Community First Benefit Plan in an amount during the plan year of the successor Employee Plan prior to be agreed upon by the Parties and based upon the health care coverage the Continuing Employee had under the Company’s group medical plantransition effective date. The Parties acknowledge and agree that, to the extent permitted by applicable Law and the terms of any pertinent plan documents, BancShares and its Subsidiaries the Commerce Union Parties may after the Effective Time maintain multiple benefit plans providing health care, dental, or vision coverage and/or multiple retirement savings plans.

Employee and Benefit Matters. (a) Subject to applicable Law and the terms of FCBCitizens’ and Citizens Bank’s employee benefit plans, FCB Citizens or Citizens Bank will, as soon as reasonably practicable after the Effective Time, provide employees of the Bank Charter who become employees of FCB Citizens or Citizens Bank at or immediately following the Effective Time (the “Continuing Employees”) with benefits under the Company Benefit Plans that they participate in at the Effective Time, to the extent those continue to be maintained by FCB for some time following the Effective Time, or, at FCB’s election, with benefits that are no less favorable, in the same as aggregate, than those provided to similarly situated employees of FCB Citizens or Citizens Bank as of the date of this Agreement; provided that in provided, however, no event shall any Continuing Employee participate shall be eligible for participation in FCB’s defined benefit pension plans which have been frozen to new participantsthe supplemental executive retirement plan maintained by Citizens as of the date of this Agreement (the “SERP”). With respect to any “employee benefit plan” (as defined in Section 3(3) of ERISA) maintained by FCBCitizens or Citizens Bank, excluding both any retiree health care plans or programs maintained by FCB Citizens or Citizens Bank and any equity compensation or deferred compensation plans or arrangements maintained by FCB Citizens or Citizens Bank (collectively, “Employee Plans”,” which definition explicitly excludes the SERP), in which any Continuing Employees will participate effective as of or after the Effective Time, FCB Citizens or Citizens Bank, as appropriate, will provide credit for prior recognize all years of full-time service of Continuing Employees with the Bank Charter for vesting and eligibility purposes, purposes (but not for benefit accrual purposes other than or purposes of early retirement subsidies under FCB’s paid time off policy and Position Elimination Policyany Employee Plan that is a defined benefit pension plan) in any Employee Plan in which such Continuing Employees may be eligible to participate at or after the Effective Time; provided that such service shall not be recognized to the extent that (i) such recognition of service would result in a duplication of benefits benefits; or (ii) such service was not recognized under a corresponding Company Charter Benefit Plan. With respect to Employee Plans providing health care, dental, or vision coverage, FCB Citizens or Citizens Bank, as appropriate, will use commercially reasonable efforts to cause any pre-existing condition, eligibility waiting period, or other limitations or exclusions otherwise applicable under such plans to new employees not to apply to the Continuing Employees or their eligible spouses and eligible dependents who were covered under a similar Company Charter Benefit Plan immediately prior to the Effective Time. Further, if Continuing Employees experience a transition in health care care, dental, or vision coverage during the middle of a plan year, BancShares Citizens or FCBCitizens Bank, as appropriate, will make a one-time payment of additional compensation as part of FCB’s first payment of salary and wages use commercially reasonable efforts to cause any successor Employee Plan providing health care, dental, or vision coverage for Continuing Employees who elect health care coverage to give credit towards satisfaction of any annual deductible limitation and out-of-pocket maximum applied under such successor plan for any deductible, co-payment, or other cost-sharing amounts previously paid by Continuing Employees in respect of their participation in the First-Citizens Bank & Trust Company Welfare corresponding Charter Benefit Plan in an amount during the plan year of the successor Employee Plan prior to be agreed upon by the Parties and based upon the health care coverage the Continuing Employee had under the Company’s group medical plantransition effective date. The Parties acknowledge and agree that, to the extent permitted by applicable Law and the terms of any pertinent plan documents, BancShares Citizens and its Subsidiaries may after the Effective Time maintain multiple benefit plans providing health care, dental, or vision coverage and/or multiple retirement savings plans.

Employee and Benefit Matters. (a) Subject to applicable Law and the terms of FCBSmartFinancial’s and SmartBank’s employee benefit plans, FCB SmartFinancial or SmartBank will, as soon as reasonably practicable after the Effective Time, provide employees of the Bank who become employees of FCB SmartBank at or immediately following the Effective Time (the “Continuing Employees”) with benefits under the Company Benefit Plans that they participate in at the Effective Time, to the extent those continue to be maintained by FCB for some time following the Effective Time, or, at FCB’s election, with benefits that are no less favorable, in the same as aggregate, than those provided to similarly situated employees of FCB SmartBank as of the date of this Agreement; provided that in no event shall any Continuing Employee participate in FCB’s defined benefit pension plans which have been frozen to new participants. With respect to any “employee benefit plan” (as defined in Section 3(3) of ERISA) maintained by FCBSmartFinancial or SmartBank, excluding both any retiree health care plans or programs maintained by FCB SmartFinancial or SmartBank and any equity compensation or deferred compensation plans or arrangements maintained by FCB SmartFinancial or SmartBank (collectively, “Employee Plans”), in which any Continuing Employees will participate effective as of or after the Effective Time, FCB SmartFinancial or SmartBank, as appropriate, will provide credit for prior recognize all years of full-time service of Continuing Employees with the Bank Foothills Parties for vesting and eligibility purposes, purposes (but not for benefit accrual purposes other than or purposes of early retirement subsidies under FCB’s paid time off policy and Position Elimination Policyany Employee Plan that is a defined benefit pension plan) in any Employee Plan in which such Continuing Employees may be eligible to participate at or after the Effective Time; provided that such service shall not be recognized to the extent that (i) such recognition of service would result in a duplication of benefits or (ii) such service was not recognized under a corresponding Company Foothills Benefit Plan. With respect to Employee Plans providing health care, dental, or vision coverage, FCB SmartFinancial or SmartBank, as appropriate, will use commercially reasonable efforts to cause any pre-existing condition, eligibility waiting period, or other limitations or exclusions otherwise applicable under such plans to new employees not to apply to the Continuing Employees or their eligible spouses and eligible dependents who were covered under a similar Company Foothills Benefit Plan immediately prior to the Effective Time. Further, if Continuing Employees experience a transition in health care care, dental, or vision coverage during the middle of a plan year, BancShares SmartFinancial or FCBSmartBank, as appropriate, will make a one-time payment of additional compensation as part of FCB’s first payment of salary and wages use commercially reasonable efforts to cause any successor Employee Plan providing health care, dental, or vision coverage for Continuing Employees who elect health care coverage to give credit towards satisfaction of any annual deductible limitation and out-of-pocket maximum applied under such successor plan for any deductible, co-payment, or other cost-sharing amounts previously paid by Continuing Employees in respect of their participation in the First-Citizens Bank & Trust Company Welfare corresponding Foothills Benefit Plan in an amount during the plan year of the successor Employee Plan prior to be agreed upon by the Parties and based upon the health care coverage the Continuing Employee had under the Company’s group medical plantransition effective date. The Parties acknowledge and agree that, to the extent permitted by applicable Law and the terms of any pertinent plan documents, BancShares SmartFinancial and its Subsidiaries may after the Effective Time maintain multiple benefit plans providing health care, dental, or vision coverage and/or multiple retirement savings plans.

Employee and Benefit Matters. (a) Subject to applicable Law and the terms of FCBReliant’s and Reliant Bank’s employee benefit plans, FCB Reliant or Reliant Bank will, as soon as reasonably practicable after the Effective Time, provide employees of the Bank who become employees of FCB Reliant Bank at or immediately following the Effective Time (the “Continuing Employees”) with benefits under the Company Benefit Plans that they participate in at the Effective Time, to the extent those continue to be maintained by FCB for some time following the Effective Time, or, at FCB’s election, with benefits that are no less favorable, in the same as aggregate, than those provided to similarly situated employees of FCB as of the date of this Agreement; provided that in no event shall any Continuing Employee participate in FCB’s defined benefit pension plans which have been frozen to new participantsReliant Bank. With respect to any “employee benefit plan” (as defined in Section 3(3) of ERISA) maintained by FCBReliant or Reliant Bank, excluding both any retiree health care plans or programs maintained by FCB Reliant or Reliant Bank and any equity compensation or deferred compensation plans or arrangements maintained by FCB Reliant or Reliant Bank (collectively, “Employee Plans”), in which any Continuing Employees will participate effective as of or after the Effective Time, FCB Reliant or Reliant Bank, as appropriate, will provide credit for prior recognize all years of service of Continuing Employees with the Bank TCB Holdings Parties for vesting and eligibility purposes, purposes (but not for benefit accrual purposes other than or purposes of early retirement subsidies under FCB’s paid time off policy and Position Elimination Policyany Employee Plan that is a defined benefit pension plan) in any Employee Plan in which such Continuing Employees may be eligible to participate at or after the Effective Time; provided that such service shall not be recognized to the extent that (i) such recognition of service would result in a duplication of benefits or (ii) such service was not recognized under a corresponding Company TCB Holdings Benefit Plan. With respect to Employee Plans providing health care, dental, or vision coverage, FCB Reliant or Reliant Bank, as appropriate, will use commercially reasonable efforts to cause any pre-existing condition, eligibility waiting period, or other limitations or exclusions otherwise applicable under such plans to new employees not to apply to the Continuing Employees or their eligible spouses and eligible dependents who were covered under a similar Company TCB Holdings Benefit Plan immediately prior to the Effective Time. Further, if Continuing Employees experience a transition in health care care, dental, or vision coverage during the middle of a plan year, BancShares Reliant or FCBReliant Bank, as appropriate, will make a one-time payment of additional compensation as part of FCB’s first payment of salary and wages use commercially reasonable efforts to cause any successor Employee Plan providing health care, dental, or vision coverage for Continuing Employees who elect health care coverage to give credit towards satisfaction of any annual deductible limitation and out-of-pocket maximum applied under such successor plan for any deductible, co-payment, or other cost-sharing amounts previously paid by Continuing Employees in respect of their participation in the First-Citizens Bank & Trust Company Welfare corresponding TCB Holdings Benefit Plan in an amount during the plan year of the successor Employee Plan prior to be agreed upon by the Parties and based upon the health care coverage the Continuing Employee had under the Company’s group medical plantransition effective date. The Parties acknowledge and agree that, to the extent permitted by applicable Law and the terms of any pertinent plan documents, BancShares Reliant and its Subsidiaries may after the Effective Time maintain multiple benefit plans providing health care, dental, or vision coverage and/or multiple retirement savings plans.

Employee and Benefit Matters. (a) Subject to applicable Law From and the terms of FCB’s employee benefit plans, FCB will, as soon as reasonably practicable after the Effective Time, provide employees Purchaser shall honour and perform, or cause the Company to honour and perform, all of the Bank who become employees obligations of FCB at or immediately following the Effective Time (the “Continuing Employees”) with benefits under the Company Benefit and any of its subsidiaries owed to all current and former Employees, including, under any Employment Contract and the Company Plans that they participate in at the Effective Time, with or applicable to the extent those continue to be maintained by FCB for some time current and former Employees. For a period of twelve months following the Effective Time, or, at FCB’s election, with benefits that are the same as those provided to similarly situated employees of FCB as of the date of this Agreement; provided that in no event Purchaser shall any Continuing Employee participate in FCB’s defined benefit pension plans which have been frozen to new participants. With respect to any “employee benefit plan” (as defined in Section 3(3) of ERISA) maintained by FCB, excluding both any retiree health care plans or programs maintained by FCB and any deferred compensation plans or arrangements maintained by FCB (collectively, “Employee Plans”), in which any Continuing Employees will participate effective as of or after the Effective Time, FCB will provide credit for prior service of Continuing Employees with the Bank for vesting and eligibility purposes, but not for benefit accrual purposes other than under FCB’s paid time off policy and Position Elimination Policy; provided that such service shall not be recognized to the extent that (i) such recognition of service would result in a duplication of benefits or (ii) such service was not recognized under a corresponding Company Benefit Plan. With respect to Employee Plans providing health care, dental, or vision coverage, FCB will use commercially reasonable efforts to cause any pre-existing conditionprovide each Employee with salary/wage and incentive/bonus pay programs and other employee benefits that are comparable in the aggregate, eligibility waiting period, or other limitations or exclusions otherwise applicable under such plans to new employees not to apply to the Continuing Employees salary/wage, incentive/bonus pay programs and employee benefits (other than any defined benefit pension, equity compensation or their eligible spouses retiree welfare benefits) that were provided to such Employee by the Company and eligible dependents who were covered under a similar Company Benefit Plan any of its subsidiaries immediately prior to the Effective Time. FurtherNo provision in this Section 6.2 shall give any Employee of the Company or any of its subsidiaries any right to continued employment or impair in any way the right of Purchaser or any of its affiliates to terminate the employment of any Employee after the Effective Time. Unless prohibited by law or regulation, if Continuing Purchaser and its affiliates (including the Company after the Effective Time) shall make commercially reasonable efforts to provide that Employees experience a transition in shall be given credit for all service with the Company and its subsidiaries or any predecessors of the Company and its subsidiaries (or service credited by the Company or its subsidiaries or any predecessors of the Company and its subsidiaries) under all employee benefit plans and arrangements provided, sponsored, maintained or contributed to by Purchaser or any of its affiliates (including the Company after the Effective Time) for purposes of participation, eligibility and vesting (but not for benefit accruals under any defined benefit pension plan), provided that such crediting of service shall not operate to duplicate any benefit or the funding of any such benefit. Purchaser and its affiliates (including the Company after the Effective Time) shall make reasonable efforts to provide that any pre-existing conditions or limitations or eligibility waiting periods under any welfare or health care coverage during the middle benefit plans of a plan year, BancShares or FCB, as appropriate, will make a one-time payment of additional compensation as part of FCB’s first payment of salary Purchaser and wages to Continuing Employees who elect health care coverage under the First-Citizens Bank & Trust Company Welfare Benefit Plan in an amount its affiliates to be agreed upon by the Parties waived with respect to Employees and based upon the health care coverage the Continuing Employee had under the Company’s group medical plan. The Parties acknowledge and agree that, their eligible dependents to the extent permitted waived under the corresponding applicable plan in which the applicable Employee participated prior to the Effective Date or to the extent they arose while the Employee was employed prior to the Effective Date by applicable Law and the terms Company or any subsidiary (or any predecessor of Company or any pertinent plan documents, BancShares subsidiary). Purchaser and its Subsidiaries may affiliates (including the Company after the Effective Time maintain multiple Time) shall make reasonable efforts to give Employees and their eligible dependents credit for the plan year in which the Effective Date (or, if later, the commencement of participation in any benefit plans providing health careplan) occurs toward applicable deductibles and annual out-of-pocket limits for expenses incurred prior to the Effective Date (or, dentalif later, or vision coverage and/or multiple retirement savings plansthe date of commencement of participation in such benefit plan).