Common use of Employee and Termination Benefits Directors and Management Clause in Contracts

Employee and Termination Benefits Directors and Management. (a) The CNYF Employee Stock Ownership Plan (the "CNYF ESOP") shall be terminated as of, or prior to, the Merger Effective Date (all shares held by the ESOP shall be converted into the right to receive the Merger Consideration), all outstanding CNYF ESOP indebtedness shall be repaid, and the balance shall be allocated and distributed to CNYF employees (subject to the receipt of a determination letter from the IRS), as provided for in the CNYF ESOP and unless otherwise required by applicable law. Niagara Bancorp will review other CNYF or CSB employee plans to determine whether to maintain, terminate or continue such plans. If any CNYF or CSB employee plans are consolidated with any Niagara Bancorp (or subsidiary thereof) employee plan, credit will be given for prior service with CNYF or CSB for determining eligibility and vesting, but not for benefit accrual purposes. (b) After the Merger Effective Date, any former employees of CNYF or any CNYF Subsidiary whose employment is terminated, other than for cause, within twelve months of the Closing Date shall be provided with severance benefits in 38 accordance with the severance policy described on CNYF DISCLOSURE SCHEDULE 5.11(b). In addition, it is anticipated that in order for Niagara Bancorp to effectuate a smooth transition of the back office operations and data processing systems of CSB, it may be necessary to retain the services of certain CSB back-office personnel for up to one and one-half years after the Closing Date. Niagara Bancorp agrees that notwithstanding that such persons will not be terminated within twelve months after the Closing Date, they will still be entitled to receive severance payments pursuant to CSB's employee severance plan for service with CSB prior to termination.

Employee and Termination Benefits Directors and Management. (a) The CNYF Employee Stock Ownership Plan (the "CNYF ESOP") shall be terminated as of, or prior to, the Merger Effective Date (all shares held by the ESOP shall be converted into the right to receive the Merger Consideration), all outstanding CNYF ESOP indebtedness shall be repaid, and the balance shall be allocated and distributed to CNYF employees (subject to the receipt of a determination letter from the IRS), as provided for in the CNYF ESOP and unless otherwise required by applicable law. Niagara Bancorp will review other CNYF or CSB employee plans to determine whether to maintain, terminate or continue such plans. If any CNYF or CSB employee plans are consolidated with any Niagara Bancorp (or subsidiary thereof) employee plan, credit will be given for prior service with CNYF or CSB for determining eligibility and vesting, but not for benefit accrual purposes. (b) After the Merger Effective Date, any former employees of CNYF or any CNYF Subsidiary whose employment is terminated, other than for cause, within twelve months of the Closing Date shall be provided with severance benefits in 38 accordance with the severance policy described on CNYF DISCLOSURE SCHEDULE 5.11(b). In addition, it is anticipated that in order for Niagara Bancorp to effectuate a smooth transition of the back office operations and data processing systems of CSB, it may be necessary to retain the services of certain CSB back-office personnel for up to one and one-half years after the Closing Date. Niagara Bancorp agrees that notwithstanding that such persons will not be terminated within twelve months after the Closing Date, they will still be entitled to receive severance payments pursuant to CSB's employee severance plan for service with CSB prior to termination.

Employee and Termination Benefits Directors and Management. (a) The CNYF Employee Stock Ownership Plan (the "CNYF ESOP") shall be terminated Except as ofotherwise provided in this Agreement, or prior to, the Merger Effective Date (all shares held by the ESOP shall be converted into the right to receive the Merger Consideration), all outstanding CNYF ESOP indebtedness shall be repaid, and the balance shall be allocated and distributed to CNYF employees (subject to the receipt of a determination letter from the IRS), as provided for in the CNYF ESOP and unless otherwise required by applicable law. Niagara Sunshine Bancorp will review other CNYF or CSB employee plans all CS Holdings Compensation and Benefit Plans to determine whether to maintain, terminate or continue such plansplans after the Effective Time. If In the event that any CNYF CS Holdings Compensation and Benefit Plan is frozen or CSB terminated by Sunshine Bancorp, Sunshine Bancorp will use best efforts so that the former employees of CS Holdings or Community Bank who become employees of Sunshine Bancorp or Sunshine Bank immediately following the Effective Time (“Continuing Employees”) will become eligible to participate in any employee plans are consolidated with benefit plan of Sunshine Bancorp or Sunshine Bank (“Sunshine Bancorp Compensation and Benefit Plan”) of similar character and provided to similarly-situated employees (to the extent that one exists, other than any Niagara Sunshine Bancorp (or subsidiary thereof) employee Sunshine Bank non-qualified deferred compensation plan, credit will be given employment agreement, change in control agreement or equity incentive plan or other similar-type of arrangement). Continuing Employees who become participants in a Sunshine Bancorp Compensation and Benefit Plan shall, for prior service with CNYF or CSB for purposes of determining eligibility for and vesting, but any applicable vesting periods of such employee benefits only (and not for benefit accrual purposes) shall be given credit for meeting eligibility and vesting requirements in such plans for service as an employee of CS Holdings or Community Bank prior to the Effective time, provided, however that such prior service shall not be recognized to the extent that such recognition would result in a duplication of benefits; and provided further, that no prior service credit shall be given for any purpose under the Sunshine Bank ESOP. This Agreement shall not be construed to limit the ability of Sunshine Bancorp or Sunshine Bank to terminate the employment of any employee or to review employee benefits programs from time to time and to make such changes (including terminating any program) as they deem appropriate. Except to the extent of commitments herein or other contractual commitments, if any, specifically made or assumed by Sunshine Bancorp hereunder or by operation of law, Sunshine Bancorp or Sunshine Bank shall have no obligation arising from and after the Effective Time to continue in its employ or in any specific job or to provide to any specified level of compensation or any incentive payments, benefits or perquisites to any Person who is an employee of CS Holdings or any CS Holding Subsidiary as of the Effective Time. (b) After Simultaneous with the Merger Effective Dateexecution of this Agreement, any former employees Sunshine Bancorp shall enter into a settlement, consulting and non-competition agreement with Xxxxxxx Xxxxxxxx, the Chief Executive Officer and President of CNYF or any CNYF Subsidiary whose employment is terminatedCS Holdings and Community Bank to be effective as of, other than for cause, within twelve months and subject to the occurrence of the Closing Date Effective Time, which agreement shall be provided set forth the terms and conditions of Xx. Xxxxxxxx’x severance and other relationships with severance benefits in 38 accordance with the severance policy described on CNYF DISCLOSURE SCHEDULE 5.11(b). In additionSunshine Bancorp and Sunshine Bank, it is anticipated that in order for Niagara Bancorp to effectuate a smooth transition of the back office operations and data processing systems of CSB, it may be necessary to retain the services of certain CSB back-office personnel for up to one shall supersede and one-half years after the Closing Date. Niagara Bancorp agrees that notwithstanding that such persons will not be terminated within twelve months after the Closing Date, they will still be entitled to receive severance payments pursuant to CSB's employee severance plan for service with CSB prior to termination.replace

Employee and Termination Benefits Directors and Management. (a) The CNYF Except as set forth in CSFC Disclosure Schedule 3.12 and as otherwise provided in this Section 3.12 of this Agreement, as of or after the Effective Time, and at LPSB’s election and subject to the requirements of the Code, CSFC’s or City Savings Bank’s Existing Benefit Plans may continue to be maintained separately, consolidated, or terminated. If requested by LPSB in writing not later than ten (10) days before the Closing Date and provided that LPSB has indicated in writing that the conditions to its obligations set forth in Section 7.2 hereof have been satisfied or waived, CSFC shall take such steps within its power to effectuate a termination of any CSFC Existing Benefit Plan as of the Closing Date, provided that the CSFC Existing Benefit Plan can be terminated within such period. In the event of a consolidation of any or all of such plans or in the event of termination of any CSFC Existing Benefit Plan, except as otherwise set forth in this Section 3.12, employees of CSFC or City Savings Bank who continue as employees of LPSB after the Effective Time (“Continuing Employees”) shall be eligible to participate in any LPSB employee plan of similar character immediately upon such consolidation or as of the first entry date coincident with or immediately following such termination. Continuing Employees shall receive credit for service with CSFC or City Savings Bank for purposes of determining eligibility and vesting but not for purposes of accruing benefits under any similar LPSB Existing Benefit Plan except that Continuing Employees shall be treated as new employees under the to-be-formed LBSP Employee Stock Ownership Plan (Plan. Notwithstanding the "CNYF ESOP") foregoing, Continuing Employees shall be terminated as of, or prior to, the Merger Effective Date (all shares held by the ESOP shall be converted into the right to receive the Merger Consideration), all outstanding CNYF ESOP indebtedness shall be repaid, and the balance shall be allocated and distributed to CNYF employees (subject to the receipt credit for years of a determination letter from the IRS), as provided for in the CNYF ESOP and unless otherwise required by applicable law. Niagara Bancorp will review other CNYF or CSB employee plans to determine whether to maintain, terminate or continue such plans. If any CNYF or CSB employee plans are consolidated with any Niagara Bancorp (or subsidiary thereof) employee plan, credit will be given for prior service with CNYF CSFC or CSB City Savings Bank for purposes of determining eligibility leave days under LPSB’s vacation, personal and vestingsick leave policies. Such service shall also apply for purposes of satisfying any waiting periods, but not for benefit accrual purposesactively-at-work requirements and evidence of insurability requirements. (b) After In the Merger Effective Dateevent of the termination of any CSFC or City Savings Bank health, disability or life insurance plan, or the consolidation of any CSFC or City Savings Bank health, disability or life insurance plan with any LPSB health, disability or life insurance plan, LPSB shall, as soon as practicable, make available to Continuing Employees and their dependents employer-provided health, disability or life insurance coverage on the same basis as it provides such coverage to employees of LPSB. Unless a Continuing Employee affirmatively terminates coverage under a CSFC or City Savings Bank health, disability or life insurance plan prior to the time that such Continuing Employee becomes eligible to participate in the LPSB health, disability or life insurance plan, no coverage of any of the Continuing Employees or their dependents shall terminate under any of the CSFC or City Savings Bank health, disability or life insurance plans prior to the time such Continuing Employees and their dependents become eligible to participate in such plans, programs and benefits common to all employees of LPSB and their dependents. Terminated CSFC and City Savings Bank employees and qualified beneficiaries will have the right to continue coverage under group health plans of LPSB in accordance with Code Section 4980B(f). Continuing Employees who become covered under a LPSB health plan shall be required to satisfy the deductible limitations or coinsurance requirements of the LPSB health plan for the plan year in which the coverage commences, with offset for deductibles or coinsurance amounts satisfied under the CSFC or CSB health plan. In the event of any termination of any CSFC or City Savings Bank health plan, or consolidation of any CSFC or City Saving Bank health plan with any health plan of LPSB, any former employees pre-existing condition, limitation or exclusion in the health plan of CNYF LPSB shall not apply to Continuing Employees or any CNYF Subsidiary whose employment their covered dependents who have satisfied such pre-existing condition exclusion waiting period under a CSFC or City Savings Bank health plan with respect to such pre-existing condition on the Effective Time and who then change that coverage to the health plan of LPSB at the time such Continuing Employee is terminatedfirst given the option to enroll in such health plan. (c) City Savings Bank shall cause City Savings Bank’s contributions under the multiple-employer 401(k) Plan in which City Savings Bank participates (the “Multiple Employer Plan”) to be frozen, other than for cause, within twelve months of the Closing Date shall be provided with severance benefits in 38 accordance with the severance policy described effective on CNYF DISCLOSURE SCHEDULE 5.11(b). In addition, it is anticipated that in order for Niagara Bancorp to effectuate a smooth transition of the back office operations and data processing systems of CSB, it may be necessary to retain the services of certain CSB back-office personnel for up to one and one-half years after or before the Closing Date. Niagara Bancorp agrees that notwithstanding that such persons Prior to the Closing Date, City Savings Bank will not be terminated within twelve months freeze its participation in the Multiple Employer Plan, and on or after the Closing Date, they will still to the extent permitted by the Multiple Employer Plan, Continuing Employees shall be entitled offered the opportunity to receive severance payments pursuant roll over their 401(k) Plan account balances into the LPSB 401(k) Plan, and the LPSB 401(k) Plan shall permit such rollover. Continuing Employees who satisfy the eligibility requirements of the LPSB 401(k) Plan shall be eligible to CSB's employee severance plan for service participate in the LPSB 401(k) Plan as of the first entry date coincident with CSB or following the Closing Date. (d) (1) City Savings Bank, immediately prior to terminationthe Closing, shall make such payments as set forth in CSFC Disclosure Schedule 3.12(d)(1) to those employees of CSFC or City Savings Bank who have an employment agreement or a change in control agreement as set forth in CSFC Disclosure Schedule 3.12(d)(1), without regard to whether such person has terminated employment, provided (i) that each person identified in CSFC Disclosure Schedule 3.12(d)(1) executes a termination and release agreement, substantially in the form set forth in LPSB Disclosure Schedule 3.12(d)(1), releasing all rights under such agreements; and (ii) that the amount of any payments made shall not constitute an “excess parachute payment” (as such term is defined in Code Section 280G).

Employee and Termination Benefits Directors and Management. (a) The CNYF IROQ Employee Stock Ownership Plan (the "CNYF IROQ ESOP") shall be terminated as of, or prior to, the Merger Effective Date (all shares held by the ESOP shall be converted into the right to receive the Merger Consideration), all outstanding CNYF IROQ ESOP indebtedness shall be repaid, and the balance shall be allocated and distributed to CNYF IROQ employees (subject to the receipt of a determination letter from the IRS), as provided for in the CNYF IROQ ESOP and unless otherwise required by applicable law. Niagara Bancorp will review other CNYF or CSB employee plans IROQ Employee Plans to determine whether to maintain, terminate or continue such plans. If any CNYF or CSB employee plans are consolidated with any All IROQ Employees who become participants in a Niagara Bancorp (or subsidiary thereofSubsidiary) employee planPlan shall, credit will be given for prior service with CNYF or CSB for purposes of determining eligibility for and vesting, but vesting of such employee benefits only (and not for pension benefit accrual purposes) and, if applicable and permitted under the Niagara Bancorp (or Subsidiary) Plan(s), for purposes of satisfying any waiting periods concerning "preexisting conditions" and the satisfaction of any "copayment" or deductible requirements, be given credit for service with IROQ or an IROQ subsidiary or any predecessor thereto prior to the Effective Date. (b) After the Merger Effective Date, any former employees of CNYF IROQ or any CNYF IROQ Subsidiary whose employment is terminated, other than for cause, within twelve months of the Closing Date shall be provided with severance benefits in 38 accordance with the severance policy described on CNYF IROQ DISCLOSURE SCHEDULE 5.11(b). In addition, it is anticipated that except for employees who have employment contracts (as set forth in order for Niagara Bancorp to effectuate a smooth transition of the back office operations and data processing systems of CSB, it may IROQ DISCLOSURE SCHEDULE 3.08(a)) in which event such employee shall be necessary to retain the services of certain CSB back-office personnel for up to one and one-half years after the Closing Date. Niagara Bancorp agrees that notwithstanding that such persons will not be terminated within twelve months after the Closing Date, they will still be entitled to receive severance payments pursuant to CSB's employee severance plan for service provided with CSB prior to terminationbenefits in accordance with their employment agreement.