Common use of Employee Benefit Plan Matters Clause in Contracts

Employee Benefit Plan Matters. (a) Schedule 4.11(a) of the BCB Disclosure Schedules sets forth a true and complete list of each employee benefit plan, as the term is defined in Section 3 of the ERISA, and any other employee benefit arrangement or agreement that is sponsored, maintained or contributed to, or required to be contributed to, as of the date of this Agreement (collectively referred to as the “Plans”) by BCB or any of its Subsidiaries or by an ERISA Affiliate, for the benefit of any employee or former employee of BCB, any Subsidiary or any ERISA Affiliate. (b) BCB has heretofore delivered to Pamrapo true and complete copies of each of the Plans and related trust instruments and all amendments thereto, the most recent summary plan description and summaries of material modifications thereto, underlying insurance contracts and (i) the actuarial report for any Plan (if applicable) for each of the last three (3) years, (ii) the most recent determination letter from the IRS (if applicable) for any Plan, (iii) the most recent two (2) years’ annual reports (Form 5500), together with all Schedules, as required, filed with the IRS or DOL for any Plan, (iv) any financial statements and opinions required by Section 103(e)(3) of ERISA with respect to each Plan, and (v) for any Plan which for ERISA purposes is a “top-hat” plan, a copy of any top-hat filing with the DOL. (c) Except as set forth in Schedule 4.11(c) of the BCB Disclosure Schedules, (i) each of the Plans has been operated and administered in all material respects in accordance with its terms and applicable law, including but not limited to ERISA and the Code, (ii) each of the Plans intended to be “qualified” within the meaning of Section 401(a) of the Code (1) has received a favorable determination letter from the IRS, (2) is or will be the subject of an application for a favorable determination letter, or (3) is set forth on a prototype document which is subject to a current opinion letter which has not expired and BCB is not aware of any circumstances that could reasonably be expected to result in the revocation or denial of any such favorable determination letter, (iii) with respect to each Plan which is subject to Title IV of ERISA, the present value of accrued benefits under such Plan, based upon the actuarial assumptions used for funding purposes in the most recent actuarial report prepared by such Plan’s actuary with respect to such Plan, did not, as of its latest valuation date, exceed the then current value of the assets of such Plan allocable to such accrued benefits, (iv) no Plan provides benefits, including without limitation death or medical benefits (whether or not insured), with respect to current or former employees of BCB, its Subsidiaries or any ERISA Affiliate beyond their retirement or other termination of service, other than (w) coverage mandated by applicable law, (x) death benefits or retirement benefits under any “employee pension plan,” as that term is defined in Section 3(2) of ERISA, (y) deferred compensation benefits accrued as liabilities on the books of BCB, its Subsidiaries or the ERISA Affiliates or (z) benefits the full cost of which is borne by the current or former employee (or his beneficiary), (v) no liability under Title IV of ERISA has been incurred by BCB, its Subsidiaries or any ERISA Affiliate that has not been satisfied in full, and no condition exists that presents a material risk to BCB, its Subsidiaries or a BCB ERISA Affiliate of incurring a material liability thereunder, (vi) no Plan is a “multiemployer pension plan,” as such term is defined in Section 3(37) of ERISA, (vii) each Plan that is a “nonqualified deferred compensation plan” (as defined in Section 409A(d)(1) of the Code) and which has not been terminated has been operated since January 1, 2006 in good faith compliance with Section 409A of the Code and the regulations issued under Section 409A of the Code, (viii) each Plan set forth on Schedule 4.11(a) can be terminated without payment of an additional contribution or amount, other than contributions and amounts required by the terms of the Plan without regard to the Plan’s termination, and without vesting or acceleration of any benefits provided under such Plan, other than vesting required by the Code as a result of a qualified Plan’s termination, (ix) all contributions or other amounts payable by BCB, its Subsidiaries or any ERISA Affiliates as of the Effective Time with respect to each Plan which is subject to Title IV of ERISA in respect of current or prior plan years have been paid or accrued in accordance with GAAP and Section 412 of the Code, (x) neither BCB, its Subsidiaries nor any ERISA Affiliate has engaged in a merger in connection with which BCB, its Subsidiaries or any ERISA Affiliate could be subject to either a civil penalty assessed pursuant to Section 409 or 502(i) of ERISA or a tax imposed pursuant to Section 4975 or 4976 of the Code, (x) there are no pending, or, to BCB’s knowledge, threatened proceedings, investigations or claims (other than routine claims for benefits) by, on behalf of or against any of the Plans or any trusts related thereto and (xi) the consummation of the transactions contemplated by this Agreement will not (1) entitle any current or former employee or officer of BCB or any ERISA Affiliate to severance pay, termination pay or any other payment, except as expressly provided in this Agreement or (2) accelerate the time of payment or vesting or increase the amount of compensation due any such employee or officer.

Employee Benefit Plan Matters. (a) Schedule Section 4.11(a) of the BCB ProCentury Disclosure Schedules Schedule sets forth a true and complete list of each employee benefit plan, as the term is defined in Section 3 3(3) of the ERISA, and any other employee benefit arrangement or agreement providing benefits to any employee or former employee of ProCentury, any Subsidiary or any ERISA Affiliate that is sponsored, maintained or contributed to, to or required to be contributed to, to as of the date of this Agreement hereof (collectively referred to as the “ProCentury Plans”) by BCB or ProCentury, any of its Subsidiaries or by an any ERISA Affiliate, for all of which together with ProCentury would be deemed a “single employer” within the benefit meaning of any employee or former employee Section 4001(b)(1) of BCB, any Subsidiary or any ERISA AffiliateERISA. (b) BCB has heretofore delivered to Pamrapo true and complete copies of each Each of the Plans and related trust instruments and all amendments thereto, the most recent summary plan description and summaries of material modifications thereto, underlying insurance contracts and (i) the actuarial report for any Plan (if applicable) for each of the last three (3) years, (ii) the most recent determination letter from the IRS (if applicable) for any Plan, (iii) the most recent two (2) years’ annual reports (Form 5500), together with all Schedules, as required, filed with the IRS or DOL for any Plan, (iv) any financial statements and opinions required by Section 103(e)(3) of ERISA with respect to each Plan, and (v) for any Plan which for ERISA purposes is a “top-hat” plan, a copy of any top-hat filing with the DOL. (c) Except as set forth in Schedule 4.11(c) of the BCB Disclosure Schedules, (i) each of the ProCentury Plans has been operated and administered in all material respects in accordance with its terms and applicable law, including but not limited to ERISA and the Code, (ii) each of the ProCentury Plans intended to be “qualified” within the meaning of Section 401(a) of the Code either (1) has received a favorable determination letter from the IRS, (2) is or will be the subject of an application for a favorable determination letter, or (3) is set forth on a prototype document which is subject to a current opinion letter which has not expired and BCB ProCentury is not aware of any circumstances that could reasonably be expected likely to result in the revocation or denial of any such favorable determination letterletter or (3) is the subject of a favorable determination letter issued to the sponsor of a prototype plan upon which ProCentury is entitled to rely, (iii) with respect to each Plan which is subject to Title IV of ERISA, the present value of accrued benefits under such Plan, based upon the actuarial assumptions used for funding purposes in the most recent actuarial report prepared by such Plan’s actuary with respect to such Plan, did not, as of its latest valuation date, exceed the then current value of the assets of such Plan allocable to such accrued benefits, (iv) no ProCentury Plan provides benefits, including without limitation death or medical benefits (whether or not insured), with respect to current or former employees of BCBProCentury, its Subsidiaries or any ERISA Affiliate beyond their retirement or other termination of service, other than (w) coverage mandated by applicable law, (x) death benefits or retirement benefits under any “employee pension plan,” as that term is defined in Section 3(2) of ERISA, (y) deferred compensation benefits accrued as liabilities on the books of BCBProCentury, its Subsidiaries or the ERISA Affiliates or (z) benefits the full cost of which is borne by the current or former employee (or his beneficiary), (viv) no liability under Title IV of ERISA has been incurred by BCBProCentury, its Subsidiaries or any ERISA Affiliate that has not been satisfied in full, and no condition exists that presents a material risk to BCBProCentury, its Subsidiaries or a BCB ProCentury ERISA Affiliate of incurring a material liability thereunder, (viv) no ProCentury Plan is a “multiemployer pension plan,” as such term is defined in Section 3(37) of ERISA, (vii) each Plan that is a “nonqualified deferred compensation plan” (as defined in Section 409A(d)(1) of the Code) and which has not been terminated has been operated since January 1, 2006 in good faith compliance with Section 409A of the Code and the regulations issued under Section 409A of the Code, (viii) each Plan set forth on Schedule 4.11(a) can be terminated without payment of an additional contribution or amount, other than contributions and amounts required by the terms of the Plan without regard to the Plan’s termination, and without vesting or acceleration of any benefits provided under such Plan, other than vesting required by the Code as a result of a qualified Plan’s termination, (ixvi) all contributions or other amounts payable by BCBProCentury, its Subsidiaries or any ERISA Affiliates as of the Effective Time with respect to each ProCentury Plan which is subject to Title IV of ERISA in respect of current or prior plan years for any period through the date hereof have been paid or accrued in accordance with GAAP and Section 412 of the CodeGAAP, (xvii) neither BCBProCentury, its Subsidiaries nor any ERISA Affiliate has engaged in a merger in connection with which BCBProCentury, its Subsidiaries or any ERISA Affiliate could be subject to either a civil penalty assessed pursuant to Section 409 406 or 502(i) of ERISA or a tax imposed pursuant to Section 4975 or 4976 of the Code, (xviii) there are no pending, or, to BCB’s knowledgethe knowledge of ProCentury, threatened proceedings, investigations or claims (other than routine claims for benefits) by, on behalf of or against any of the ProCentury Plans or any trusts related thereto and (xiix) the consummation of the transactions contemplated by this Agreement will not (1y) entitle any current or former employee or officer of BCB ProCentury, its Subsidiaries or any ERISA Affiliate to severance pay, termination pay or any other payment, except as expressly provided in this Agreement or (2z) accelerate the time of payment or vesting or increase the amount of compensation or benefits due any such employee or officer. (c) ProCentury has provided to Meadowbrook correct historical compensation information of those executives for whom severance would be payable upon a change in control, or in connection with a termination following a change in control, for the previous five years and such employees’ current rate of salary or bonus, as applicable, for use in connection with determining the applicable severance amount and the amount of any parachute payment under Section 280G of the Code.

Employee Benefit Plan Matters. (a) Schedule 4.11(a3.11(a) of the BCB Pamrapo Disclosure Schedules sets forth a true and complete list of each employee benefit plan, as the term is defined in Section 3 of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), and any other employee benefit arrangement or agreement that is sponsored, maintained or contributed to, or required to be contributed to, as of the date of this Agreement (collectively referred to as the “Plans”) by BCB Pamrapo or any of its Subsidiaries or by any trade or business, whether or not incorporated which together with Pamrapo would be deemed a “single employer” within the meaning of Section 4001 of ERISA or Section 414 of the Code (an “ERISA Affiliate”), for the benefit of any employee or former employee of BCBPamrapo, any Subsidiary or any ERISA Affiliate. (b) BCB Pamrapo has heretofore delivered to Pamrapo BCB true and complete copies of each of the Plans and related trust instruments and all amendments thereto, the most recent summary plan description and summaries of material modifications thereto, underlying insurance contracts and (i) the actuarial report for any Plan (if applicable) for each of the last three (3) years, (ii) the most recent determination letter from the IRS Internal Revenue Service (“IRS”) (if applicable) for any Plan, (iii) the most recent two (2) years’ annual reports (Form 5500), together with all Schedules, as required, filed with the IRS or DOL Department of Labor (“DOL”) for any Plan, (iv) any financial statements and opinions required by Section 103(e)(3) of ERISA with respect to each Plan, and (v) for any Plan which for ERISA purposes is a “top-hat” plan, a copy of any top-hat filing with the DOL. (c) Except as set forth in Schedule 4.11(c3.11(c) of the BCB Pamrapo Disclosure Schedules, (i) each of the Plans has been operated and administered in all material respects in accordance with its terms and applicable law, including but not limited to ERISA and the Code, (ii) each of the Plans intended to be “qualified” within the meaning of Section 401(a) of the Code (1) has received a favorable determination letter from the IRS, (2) is or will be the subject of an application for a favorable determination letter, or (3) is set forth on a prototype document which is subject to a current opinion letter which has not expired and BCB Pamrapo is not aware of any circumstances that could reasonably be expected to result in the revocation or denial of any such favorable determination letter, (iii) with respect to each Plan which is subject to Title IV of ERISA, the present value of accrued benefits under such Plan, based upon the actuarial assumptions used for funding purposes in the most recent actuarial report prepared by such Plan’s actuary with respect to such Plan, did not, as of its latest valuation date, exceed the then current value of the assets of such Plan allocable to such accrued benefits, (iv) no Plan provides benefits, including without limitation death or medical benefits (whether or not insured), with respect to current or former employees of BCBPamrapo, its Subsidiaries or any ERISA Affiliate beyond their retirement or other termination of service, other than (w) coverage mandated by applicable law, (x) death benefits or retirement benefits under any “employee pension plan,” as that term is defined in Section 3(2) of ERISA, (y) deferred compensation benefits accrued as liabilities on the books of BCBPamrapo, its Subsidiaries or the ERISA Affiliates or (z) benefits the full cost of which is borne by the current or former employee (or his beneficiary), (v) no liability under Title IV of ERISA has been incurred by BCBPamrapo, its Subsidiaries or any ERISA Affiliate that has not been satisfied in full, and no condition exists that presents a material risk to BCBPamrapo, its Subsidiaries or a BCB Pamrapo ERISA Affiliate of incurring a material liability thereunder, (vi) no Plan is a “multiemployer pension plan,” as such term is defined in Section 3(37) of ERISA, (vii) each Plan that is a “nonqualified deferred compensation plan” (as defined in Section 409A(d)(1) of the Code) and which has not been terminated has been operated since January 1, 2006 in good faith compliance with Section 409A of the Code and the regulations issued under Section 409A of the Code, (viii) each Plan set forth on Schedule 4.11(a3.11(a) can be terminated without payment of an additional contribution or amount, other than contributions and amounts required by the terms of the Plan without regard to the Plan’s termination, and without vesting or acceleration of any benefits provided under such Plan, other than vesting required by the Code as a result of a qualified Plan’s termination, (ix) all contributions or other amounts payable by BCBPamrapo, its Subsidiaries or any ERISA Affiliates as of the Effective Time with respect to each Plan which is subject to Title IV of ERISA in respect of current or prior plan years have been paid or accrued in accordance with GAAP and Section 412 of the Code, (x) neither BCBPamrapo, its Subsidiaries nor any ERISA Affiliate has engaged in a merger in connection with which BCBPamrapo, its Subsidiaries or any ERISA Affiliate could be subject to either a civil penalty assessed pursuant to Section 409 or 502(i) of ERISA or a tax imposed pursuant to Section 4975 or 4976 of the Code, (x) there are no pending, or, to BCBPamrapo’s knowledge, threatened proceedings, investigations or claims (other than routine claims for benefits) by, on behalf of or against any of the Plans or any trusts related thereto and (xi) the consummation of the transactions contemplated by this Agreement will not (1) entitle any current or former employee or officer of BCB Pamrapo or any ERISA Affiliate to severance pay, termination pay or any other payment, except as expressly provided in this Agreement or (2) accelerate the time of payment or vesting or increase the amount of compensation due any such employee or officer. Pamrapo acknowledges and agrees that the Surviving Entity shall not be liable for any tax assessed as a result of a Plan being deemed noncompliant under Section 409A of the Code.

Employee Benefit Plan Matters. (a) Schedule 4.11(a3.11(a) of the BCB Camco Disclosure Schedules sets forth a true and complete list of each employee benefit plan, as the term is defined in Section 3 of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), and any other employee benefit arrangement or agreement that is sponsored, maintained or contributed to, or required to be contributed to, as of the date of this Agreement (collectively referred to as the “Plans”) by BCB Camco or any of its Subsidiaries or by any trade or business, whether or not incorporated which together with Camco would be deemed a “single employer” within the meaning of Section 4001 of ERISA or Section 414 of the Code (an “ERISA Affiliate”), for the benefit of any employee or former employee of BCBCamco, any Subsidiary or any ERISA Affiliate. (b) BCB Camco has heretofore delivered to Pamrapo First Place true and complete copies of each of the Plans and related trust instruments and all amendments thereto, the most recent summary plan description and summaries of material modifications thereto, underlying insurance contracts and (i) the actuarial report for any Plan (if applicable) for each of the last three (3) years, (ii) the most recent determination letter from the IRS Internal Revenue Service (“IRS”) (if applicable) for any Plan, (iii) the most recent two three (23) years’ annual reports (Form 5500), together with all Schedulesschedules, as required, filed with the IRS or DOL Department of Labor (“DOL”) for any Plan, (iv) any financial statements and opinions required by Section 103(e)(3) of ERISA with respect to each Plan, and (v) for any Plan which for ERISA purposes is a “top-hat” plan, a copy of any top-hat filing with the DOL. (c) Except as set forth in Schedule 4.11(c3.11(c) of the BCB Camco Disclosure Schedules, (i) each of the Plans has been operated and administered in all material respects in accordance with its terms and applicable law, including but not limited to ERISA and the Code, (ii) each of the Plans intended to be “qualified” within the meaning of Section 401(a) of the Code (1) has received a favorable determination letter from the IRS, (2) is or will be the subject of an application for a favorable determination letter, or (3) is set forth on a prototype document which is subject to a current opinion letter which has not expired and BCB Camco is not aware of any circumstances that could reasonably be expected to result in the revocation or denial of any such favorable determination letter, (iii) with respect to each Plan which is subject to Title IV of ERISA, the present value of accrued benefits under such Plan, based upon the actuarial assumptions used for funding purposes in the most recent actuarial report prepared by such Plan’s actuary with respect to such Plan, did not, as of its latest valuation date, exceed the then current value of the assets of such Plan allocable to such accrued benefits, (iv) no Plan provides benefits, including without limitation death or medical benefits (whether or not insured), with respect to current or former employees of BCBCamco, its Subsidiaries or any ERISA Affiliate beyond their retirement or other termination of service, other than (w) coverage mandated by applicable law, (x) death benefits or retirement benefits under any “employee pension plan,” as that term is defined in Section 3(2) of ERISA, (y) deferred compensation benefits accrued as liabilities on the books of BCBCamco, its Subsidiaries or the ERISA Affiliates or (z) benefits the full cost of which is borne by the current or former employee (or his beneficiary), (v) no liability under Title IV of ERISA has been incurred by BCBCamco, its Subsidiaries or any ERISA Affiliate that has not been satisfied in full, and no condition exists that presents a material risk to BCBCamco, its Subsidiaries or a BCB Camco ERISA Affiliate of incurring a material liability thereunder, (vi) no Plan is a “multiemployer pension plan,” as such term is defined in Section 3(37) of ERISA, (vii) each Plan that is a “nonqualified deferred compensation plan” (as defined in Section 409A(d)(1) of the Code) and which has not been terminated has been operated since January 1, 2006 2005 in good faith compliance with Section 409A of the Code and the regulations issued under Section 409A of the Code, (viii) each Plan set forth on Schedule 4.11(a3.11(a) can be terminated without payment of an additional contribution or amount, other than contributions and amounts required by the terms of the Plan without regard to the Plan’s termination, and without vesting or acceleration of any benefits provided under such Plan, other than vesting required by the Code as a result of a qualified Plan’s termination, (ix) all contributions or other amounts payable by BCBCamco, its Subsidiaries or any ERISA Affiliates as of the Effective Time with respect to each Plan which is subject to Title IV of ERISA in respect of current or prior plan years have been paid or accrued in accordance with GAAP and Section 412 of the Code, (x) neither BCBCamco, its Subsidiaries nor any ERISA Affiliate has engaged in a merger in connection with which BCBCamco, its Subsidiaries or any ERISA Affiliate could be subject to either a civil penalty assessed pursuant to Section 409 or 502(i) of ERISA or a tax imposed pursuant to Section 4975 or 4976 of the Code, (x) there are no pending, or, to BCBCamco’s knowledge, threatened proceedings, investigations or claims (other than routine claims for benefits) by, on behalf of or against any of the Plans or any trusts related thereto and (xi) the consummation of the transactions contemplated by this Agreement will not (1) entitle any current or former employee or officer of BCB Camco or any ERISA Affiliate to severance pay, termination pay or any other payment, except as expressly provided in this Agreement or (2) accelerate the time of payment or vesting or increase the amount of compensation due any such employee or officer.

Employee Benefit Plan Matters. (a) Schedule 4.11(aDISCLOSURE SCHEDULE 4.2.26(a) of the BCB Disclosure Schedules sets forth a true and complete list of each employee benefit plan, as the term is defined in Section 3 all of the ERISA, and any other employee benefit arrangement or agreement that is sponsored, maintained or contributed to, or required to be contributed to, as of the date of this Agreement (collectively referred to as the “Plans”) by BCB following arrangements which DDS or any of its Subsidiaries maintains or by an to which it contributes: (i) any nonqualified deferred compensation, retirement or severance plans, contracts or arrangements. (ii) any qualified defined contribution plans (as defined in Section 3(34) of ERISA Affiliate, for or Section 414(i) of the Code); (iii) any qualified defined benefit plans (as defined in Section 3(35) of ERISA or Section 414(l) of the Code); and (iv) any employee or former employee welfare benefit plans (as defined in Section 3(1) of BCB, any Subsidiary or any ERISA AffiliateERISA). (b) BCB Except as set forth on DISCLOSURE SCHEDULE 4.2.26(b), all employee benefit plans (as defined in Section 3(3) of ERISA) which DDS or any of its Subsidiaries maintains or to which it contributes (collectively, the "Plans") comply with the requirements of ERISA and the Code. (c) DDS has heretofore delivered made available to Pamrapo Pioneer true and complete copies of (i) each of the Plans and related trust instruments and all plans, contracts or arrangements listed in DISCLOSURE SCHEDULE 4.2.26(a), including any amendments thereto, the most recent summary plan description and summaries of material modifications thereto, underlying insurance contracts and (i) the actuarial report for any Plan (if applicable) for each of the last three (3) years, ; (ii) the most recent determination letter letter, if any, received by DDS or any of its Subsidiaries from the IRS (if applicable) for Internal Revenue Service regarding the Plans which DDS or any Plan, of its Subsidiaries maintains or to which it contributes; (iii) the most recent two (2) years’ financial statements and annual reports (Form 5500), together with all Schedules, as required, filed with report or return for the IRS or DOL for any Plan, Plans; and (iv) any financial statements and opinions required by Section 103(e)(3) of ERISA with respect to each Plan, and (v) the most recently prepared actuarial valuation reports for any Plan which for ERISA purposes is a “top-hat” plan, a copy of any top-hat filing with the DOLPlans. (cd) Except as set forth in Schedule 4.11(c) Neither DDS nor any of its Subsidiaries has any plan or commitment to create any additional plan, contract or arrangement of the BCB Disclosure Schedules, (i) each type descried in Section 4.2.26(a). All of the Plans has been operated plans and administered arrangements described in all material respects in accordance with its terms and applicable law, including but not limited to ERISA and the Code, Section 4.2.26 (iia) each of the Plans intended to be “qualified” within the meaning of Section 401(a) of the Code (1) has received a favorable determination letter from the IRS, (2) is which DDS or will be the subject of an application for a favorable determination letter, or (3) is set forth on a prototype document which is subject to a current opinion letter which has not expired and BCB is not aware of any circumstances that could reasonably be expected to result in the revocation or denial of any such favorable determination letter, (iii) with respect to each Plan which is subject to Title IV of ERISA, the present value of accrued benefits under such Plan, based upon the actuarial assumptions used for funding purposes in the most recent actuarial report prepared by such Plan’s actuary with respect to such Plan, did not, as of its latest valuation date, exceed Subsidiaries maintains or to which it contributes is funded to the then current value extent required by law or contract and all contributions required of the assets DDS or any of such Plan allocable to such accrued benefits, (iv) no Plan provides benefits, including without limitation death or medical benefits (whether or not insured), with respect to current or former employees of BCB, its Subsidiaries or have been made in a timely fashion. (e) Neither DDS nor any ERISA Affiliate beyond their retirement or other termination of service, other than (w) coverage mandated by applicable law, (x) death benefits or retirement benefits under any “employee pension plan,” as that term is defined in Section 3(2) of ERISA, (y) deferred compensation benefits accrued as liabilities on the books of BCB, its Subsidiaries or the ERISA Affiliates or has ever contributed to any multi-employer plan (z) benefits the full cost of which is borne by the current or former employee (or his beneficiary), (v) no liability under Title IV of ERISA has been incurred by BCB, its Subsidiaries or any ERISA Affiliate that has not been satisfied in full, and no condition exists that presents a material risk to BCB, its Subsidiaries or a BCB ERISA Affiliate of incurring a material liability thereunder, (vi) no Plan is a “multiemployer pension plan,” as such term is defined in Section 3(37) of ERISA), (vii) each Plan that is or has actual or potential liabilities under Section 4201 of ERISA for any complete or partial withdrawal from a “nonqualified deferred compensation multi-employer plan” . To the knowledge of DDS and the Selling Shareholders, neither DDS nor any of its Subsidiaries has incurred any liability for any tax or civil penalty or any disqualification of any employee benefit plan (as defined in Section 409A(d)(13(3) of the CodeERISA) imposed by Sections 4980(b) and which has not been terminated has been operated since January 1, 2006 in good faith compliance with Section 409A 4975 of the Code and the regulations issued under Section 409A Part 6 of the Code, (viii) each Plan set forth on Schedule 4.11(a) can be terminated without payment of an additional contribution or amount, other than contributions and amounts required by the terms of the Plan without regard to the Plan’s termination, and without vesting or acceleration of any benefits provided under such Plan, other than vesting required by the Code as a result of a qualified Plan’s termination, (ix) all contributions or other amounts payable by BCB, its Subsidiaries or any ERISA Affiliates as of the Effective Time with respect to each Plan which is subject to Title IV of ERISA in respect of current or prior plan years have been paid or accrued in accordance with GAAP I and Section 412 of the Code, (x) neither BCB, its Subsidiaries nor any ERISA Affiliate has engaged in a merger in connection with which BCB, its Subsidiaries or any ERISA Affiliate could be subject to either a civil penalty assessed pursuant to Section 409 or 502(i) of ERISA or a tax imposed pursuant to Section 4975 or 4976 of the Code, (x) there are no pending, or, to BCB’s knowledge, threatened proceedings, investigations or claims (other than routine claims for benefits) by, on behalf of or against any of the Plans or any trusts related thereto and (xi) the consummation of the transactions contemplated by this Agreement will not (1) entitle any current or former employee or officer of BCB or any ERISA Affiliate to severance pay, termination pay or any other payment, except as expressly provided in this Agreement or (2) accelerate the time of payment or vesting or increase the amount of compensation due any such employee or officerERISA.

Employee Benefit Plan Matters. (a) Schedule 4.11(a3.11(a) of the BCB Franklin Disclosure Schedules Schedule sets forth a true and complete list of each employee benefit plan, as the term is defined in Section 3 of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), and any other employee benefit arrangement or agreement that is sponsored, maintained or contributed to, to or required to be contributed to, to as of the date of this Agreement (collectively referred to as the “Plans”) by BCB or Franklin, any of its Subsidiaries or by any trade or business, whether or not incorporated (an “ERISA Affiliate”), all of which together with Franklin would be deemed a “single employer” within the meaning of Section 4001 in ERISA, for the benefit of any employee or former employee of BCBFranklin, any Subsidiary or any ERISA Affiliate. (b) BCB Franklin has heretofore delivered to Pamrapo First Place true and complete copies of each of the Plans and related trust instruments and all amendments thereto, the most recent summary plan description and descriptions, summaries of material modifications theretomodifications, underlying insurance contracts and all other related documents, including but not limited to (i) the actuarial report for any Plan (if applicable) for each of the last three (3) two years, (ii) the most recent determination letter from the IRS Internal Revenue Service (if applicable) for any Plan, (iii) the most recent two (2) years’ annual reports (Form 5500), together with all Schedulesschedules, as required, filed with the IRS Internal Revenue Service or DOL for any PlanDepartment of Labor (“DOL”), (iv) any financial statements and opinions required by Section 103(e)(3) of ERISA with respect to each Plan, and (v) for any Plan which for ERISA purposes is a “top-hat” plan, a copy of any top-hat filing with the DOL. (c) Except as set forth in Schedule 4.11(c3.11(c) of the BCB Franklin Disclosure SchedulesSchedule, (i) each of the Plans has been operated and administered in all material respects in accordance with its terms and applicable law, including but not limited to ERISA and the Code, (ii) each of the Plans intended to be “qualified” within the meaning of Section 401(a) of the Code either (1) has received a favorable determination letter from the Internal Revenue Service (“IRS”), or (2) is or will be the subject of an application for a favorable determination letter, or (3) is set forth on a prototype document which is subject to a current opinion letter which has not expired and BCB Franklin is not aware of any circumstances that could reasonably be expected likely to result in the revocation or denial of any such favorable determination letter, (iii) with respect to each Plan which is subject to Title IV of ERISA, the present value of accrued benefits under such Plan, based upon the actuarial assumptions used for funding purposes in the most recent actuarial report prepared by such Plan’s actuary with respect to such Plan, did not, as of its latest valuation date, exceed the then current value of the assets of such Plan allocable to such accrued benefits, (iv) no Plan provides benefits, including without limitation death or medical benefits (whether or not insured), with respect to current or former employees of BCBFranklin, its Subsidiaries or any ERISA Affiliate beyond their retirement or other termination of service, other than (w) coverage mandated by applicable law, (x) death benefits or retirement benefits under any “employee pension plan,” as that term is defined in Section 3(2) of ERISA, (y) deferred compensation benefits accrued as liabilities on the books of BCBFranklin, its Subsidiaries or the ERISA Affiliates or (z) benefits the full cost of which is borne by the current or former employee (or his beneficiary), (v) no liability under Title IV of ERISA has been incurred by BCBFranklin, its Subsidiaries or any ERISA Affiliate that has not been satisfied in full, and no condition exists that presents a material risk to BCBFranklin, its Subsidiaries or a BCB Franklin ERISA Affiliate of incurring a material liability thereunder, (vi) no Plan is a “multiemployer pension plan,” as such term is defined in Section 3(37) of ERISA, (vii) each Plan that is a “nonqualified deferred compensation plan” (as defined in Section 409A(d)(1) of the Code) and which has not been terminated has been operated since January 1, 2006 in good faith compliance with Section 409A of the Code and the regulations issued under Section 409A of the Code, (viii) each Plan set forth on Schedule 4.11(a) can be terminated without payment of an additional contribution or amount, other than contributions and amounts required by the terms of the Plan without regard to the Plan’s termination, and without vesting or acceleration of any benefits provided under such Plan, other than vesting required by the Code as a result of a qualified Plan’s termination, (ix) all contributions or other amounts payable by BCBFranklin, its Subsidiaries or any ERISA Affiliates as of the Effective Time with respect to each Plan which is subject to Title IV of ERISA in respect of current or prior plan years have been paid or accrued in accordance with GAAP and Section 412 of the Code, (xviii) neither BCBFranklin, its Subsidiaries nor any ERISA Affiliate has engaged in a merger in connection with which BCBFranklin, its Subsidiaries or any ERISA Affiliate could be subject to either a civil penalty assessed pursuant to Section 409 or 502(i) of ERISA or a tax imposed pursuant to Section 4975 or 4976 of the Code, (xix) there are no pending, or, to BCB’s knowledgethe best knowledge of Franklin, threatened proceedings, investigations or anticipated claims (other than routine claims for benefits) by, on behalf of or against any of the Plans or any trusts related thereto and (xix) the consummation of the transactions contemplated by this Agreement will not (1y) entitle any current or former employee or officer of BCB Franklin or any ERISA Affiliate to severance pay, termination pay or any other payment, except as expressly provided in this Agreement or (2z) accelerate the time of payment or vesting or increase the amount of compensation due any such employee or officer.

Employee Benefit Plan Matters. (a) Schedule 4.11(a3.11(a) of the BCB Franklin Disclosure Schedules Schedule sets forth a true and complete list of each employee benefit plan, as the term is defined in Section 3 of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and any other employee benefit arrangement or agreement that is sponsored, maintained or contributed to, to or required to be contributed to, to as of the date of this Agreement (collectively referred to as the “"Plans”") by BCB or Franklin, any of its Subsidiaries or by any trade or business, whether or not incorporated (an "ERISA Affiliate"), all of which together with Franklin would be deemed a "single employer" within the meaning of Section 4001 in ERISA, for the benefit of any employee or former employee of BCBFranklin, any Subsidiary or any ERISA Affiliate. (b) BCB Franklin has heretofore delivered to Pamrapo First Place true and complete copies of each of the Plans and related trust instruments and all amendments thereto, the most recent summary plan description and descriptions, summaries of material modifications theretomodifications, underlying insurance contracts and all other related documents, including but not limited to (i) the actuarial report for any Plan (if applicable) for each of the last three (3) two years, (ii) the most recent determination letter from the IRS Internal Revenue Service (if applicable) for any Plan, (iii) the most recent two (2) years’ ' annual reports (Form 5500), together with all Schedulesschedules, as required, filed with the IRS Internal Revenue Service or DOL for any PlanDepartment of Labor ("DOL"), (iv) any financial statements and opinions required by Section 103(e)(3) of ERISA with respect to each Plan, and (v) for any Plan which for ERISA purposes is a “"top-hat” " plan, a copy of any top-hat filing with the DOL. (c) Except as set forth in Schedule 4.11(c3.11(c) of the BCB Franklin Disclosure SchedulesSchedule, (i) each of the Plans has been operated and administered in all material respects in accordance with its terms and applicable law, including but not limited to ERISA and the Code, (ii) each of the Plans intended to be “"qualified” " within the meaning of Section 401(a) of the Code either (1) has received a favorable determination letter from the Internal Revenue Service ("IRS"), or (2) is or will be the subject of an application for a favorable determination letter, or (3) is set forth on a prototype document which is subject to a current opinion letter which has not expired and BCB Franklin is not aware of any circumstances that could reasonably be expected likely to result in the revocation or denial of any such favorable determination letter, (iii) with respect to each Plan which is subject to Title IV of ERISA, the present value of accrued benefits under such Plan, based upon the actuarial assumptions used for funding purposes in the most recent actuarial report prepared by such Plan’s 's actuary with respect to such Plan, did not, as of its latest valuation date, exceed the then current value of the assets of such Plan allocable to such accrued benefits, (iv) no Plan provides benefits, including without limitation death or medical benefits (whether or not insured), with respect to current or former employees of BCBFranklin, its Subsidiaries or any ERISA Affiliate beyond their retirement or other termination of service, other than (w) coverage mandated by applicable law, (x) death benefits or retirement benefits under any “"employee pension plan,” " as that term is defined in Section 3(2) of ERISA, (y) deferred compensation benefits accrued as liabilities on the books of BCBFranklin, its Subsidiaries or the ERISA Affiliates or (z) benefits the full cost of which is borne by the current or former employee (or his beneficiary), (v) no liability under Title IV of ERISA has been incurred by BCBFranklin, its Subsidiaries or any ERISA Affiliate that has not been satisfied in full, and no condition exists that presents a material risk to BCBFranklin, its Subsidiaries or a BCB Franklin ERISA Affiliate of incurring a material liability thereunder, (vi) no Plan is a “"multiemployer pension plan,” " as such term is defined in Section 3(37) of ERISA, (vii) each Plan that is a “nonqualified deferred compensation plan” (as defined in Section 409A(d)(1) of the Code) and which has not been terminated has been operated since January 1, 2006 in good faith compliance with Section 409A of the Code and the regulations issued under Section 409A of the Code, (viii) each Plan set forth on Schedule 4.11(a) can be terminated without payment of an additional contribution or amount, other than contributions and amounts required by the terms of the Plan without regard to the Plan’s termination, and without vesting or acceleration of any benefits provided under such Plan, other than vesting required by the Code as a result of a qualified Plan’s termination, (ix) all contributions or other amounts payable by BCBFranklin, its Subsidiaries or any ERISA Affiliates as of the Effective Time with respect to each Plan which is subject to Title IV of ERISA in respect of current or prior plan years have been paid or accrued in accordance with GAAP and Section 412 of the Code, (xviii) neither BCBFranklin, its Subsidiaries nor any ERISA Affiliate has engaged in a merger in connection with which BCBFranklin, its Subsidiaries or any ERISA Affiliate could be subject to either a civil penalty assessed pursuant to Section 409 or 502(i) of ERISA or a tax imposed pursuant to Section 4975 or 4976 of the Code, (xix) there are no pending, or, to BCB’s knowledgethe best knowledge of Franklin, threatened proceedings, investigations or anticipated claims (other than routine claims for benefits) by, on behalf of or against any of the Plans or any trusts related thereto and (xix) the consummation of the transactions contemplated by this Agreement will not (1y) entitle any current or former employee or officer of BCB Franklin or any ERISA Affiliate to severance pay, termination pay or any other payment, except as expressly provided in this Agreement or (2z) accelerate the time of payment or vesting or increase the amount of compensation due any such employee or officer.

Employee Benefit Plan Matters. (a) Schedule 4.11(a) of the BCB Disclosure Schedules sets forth a true and complete list of each employee benefit plan, as the term is defined in Section 3 of the ERISA, and any other employee benefit arrangement or agreement that is sponsored, maintained or contributed to, or required to be contributed to, as of the date of this Agreement (collectively referred to as the “Plans”) by BCB or any of its Subsidiaries or by an ERISA Affiliate, for the benefit of any employee or former employee of BCB, any Subsidiary or any ERISA Affiliate. (b) BCB has heretofore delivered to Pamrapo true and complete copies of each of the Plans and related trust instruments and all amendments thereto, the most recent summary plan description and summaries of material modifications thereto, underlying insurance contracts and (i) the actuarial report for any Plan (if applicable) for each of the last three (3) years, (ii) the most recent determination letter from the IRS (if applicable) for any Plan, (iii) the most recent two (2) years’ annual reports (Form 5500), together with all Schedules, as required, filed with the IRS or DOL for any Plan, (iv) any financial statements and opinions required by Section 103(e)(3) of ERISA with respect to each Plan, and (v) for any Plan which for ERISA purposes is a “top-hat” plan, a copy of any top-hat filing with the DOL. (c) Except as set forth in Schedule 4.11(c) the Transition Services Agreement, prior to the Closing Date and contingent on Closing, the Company and its Subsidiaries shall, and TopCo shall cause the Company and its Subsidiaries to, adopt written resolutions necessary and appropriate to withdraw from participating in an Employee Benefit Plan sponsored by an Affiliate (including an ERISA Affiliate other than a Group Company), effective as of the BCB Disclosure Schedules, (i) each of the Plans has been operated and administered in all material respects in accordance with its terms and applicable law, including but not limited to ERISA and the Code, Closing Date or (ii) each such later date that coverage under any such Employee Benefit Plan pursuant to the Transition Services Agreement ends. (b) Prior to the Closing Date, TopCo and the Group Companies shall, or shall cause the sponsor of the Plans intended to be “qualified” within the meaning of Section 401(a) plan in which employees of the Code Group Companies participate that contains a “401(k)” feature (1the “401(k) has received a favorable determination letter from the IRS, (2) is or will be the subject of an application for a favorable determination letter, or (3) is set forth on a prototype document which is subject to a current opinion letter which has not expired and BCB is not aware of any circumstances that could reasonably be expected to result in the revocation or denial of any such favorable determination letter, (iii) with respect to each Plan which is subject to Title IV of ERISA, the present value of accrued benefits under such Plan, based upon the actuarial assumptions used for funding purposes in the most recent actuarial report prepared by such Plan’s actuary with respect to such Plan, did not, as of its latest valuation date, exceed the then current value of the assets of such Plan allocable to such accrued benefits, (iv) no Plan provides benefits, including without limitation death or medical benefits (whether or not insured”), with respect to current or former employees of BCB(i) fully vest, its Subsidiaries or any ERISA Affiliate beyond their retirement or other termination of service, other than (w) coverage mandated by applicable law, (x) death benefits or retirement benefits under any “employee pension plan,” as that term is defined in Section 3(2) of ERISA, (y) deferred compensation benefits accrued as liabilities on the books of BCB, its Subsidiaries or the ERISA Affiliates or (z) benefits the full cost of which is borne by the current or former employee (or his beneficiary), (v) no liability under Title IV of ERISA has been incurred by BCB, its Subsidiaries or any ERISA Affiliate that has not been satisfied in full, and no condition exists that presents a material risk to BCB, its Subsidiaries or a BCB ERISA Affiliate of incurring a material liability thereunder, (vi) no Plan is a “multiemployer pension plan,” as such term is defined in Section 3(37) of ERISA, (vii) each Plan that is a “nonqualified deferred compensation plan” (as defined in Section 409A(d)(1) of the Code) and which has not been terminated has been operated since January 1, 2006 in good faith compliance with Section 409A of the Code and the regulations issued under Section 409A of the Code, (viii) each Plan set forth on Schedule 4.11(a) can be terminated without payment of an additional contribution or amount, other than contributions and amounts required by the terms of the Plan without regard to the Plan’s termination, and without vesting or acceleration of any benefits provided under such Plan, other than vesting required by the Code as a result of a qualified Plan’s termination, (ix) all contributions or other amounts payable by BCB, its Subsidiaries or any ERISA Affiliates effective as of the Effective Time with respect Closing Date, all amounts credited to the account of each employee of the Group Companies under the 401(k) Plan which is subject and (ii) make all employee and employer contributions to Title IV of ERISA in respect of current or prior plan years the 401(k) Plan that would have been paid or accrued in accordance with GAAP and Section 412 of the Code, (x) neither BCB, its Subsidiaries nor any ERISA Affiliate has engaged in a merger in connection with which BCB, its Subsidiaries or any ERISA Affiliate could be subject to either a civil penalty assessed pursuant to Section 409 or 502(i) of ERISA or a tax imposed pursuant to Section 4975 or 4976 of the Code, (x) there are no pending, or, to BCB’s knowledge, threatened proceedings, investigations or claims (other than routine claims for benefits) by, made on behalf of or against any all employees of the Plans or any trusts related thereto and (xi) the consummation of Group Companies had the transactions contemplated by this Agreement will not occurred, regardless of any service or end-of-year employment requirements, but only with respect to compensation paid to such employees prior to the Closing Date. (1c) entitle Prior to the Closing Date, the Company shall, and TopCo shall cause the Company or one of its Subsidiaries to, adopt written resolutions necessary and appropriate to establish a separate 401(k) plan (the “Company 401(k) Plan”) to be effective as of the Closing Date, which such Company 401(k) Plan shall (i) be sponsored by a Group Company and established to cover employees of the Group Companies employed in the United States, and (ii) be substantially similar to the terms and conditions of the 401(k) Plan in all material respects. TopCo shall cause the sponsor of the 401(k) Plan to spinoff and transfer the accounts of employees of the Group Companies from the 401(k) Plan to the Company 401(k) Plan on the Closing Date or as soon as administratively practical thereafter, and the Company shall cause such Company 401(k) Plan to accept such transfer as of such date. (d) Prior to the Closing Date, the Company shall establish, or shall cause one of its Subsidiaries to establish, group health and welfare benefit plans and a section 125 cafeteria plan (collectively, the “Company H&W Plans”) to be effective as of the Closing Date, which Company H&W Plans shall (i) be sponsored by a Group Company and established to cover US employees of the Group Companies employed in the United States, and (ii) be substantially similar to the terms and conditions of the Employee Benefit Plans in which such employees are eligible to participate as of immediately prior to the Closing. For purposes of satisfying annual deductible, coinsurance and out-of-pocket maximums, participants in the Company H&W Plans shall be credited with any current expenses credited towards analogous deductible, coinsurance, or former employee out-of-pocket requirements under Employee Benefit Plans in which Group Companies participate during the calendar year in which the Closing Date occurs. If the Company H&W Plans are not effective as of the Closing Date, TopCo shall, or officer shall cause the sponsor of BCB the health and welfare plans in which employees of the Group Companies participate to enter into, effective as of the Closing Date, a transition services agreement, on terms reasonably acceptable to Parent (“Transition Services Agreement”) that provides or causes to be provided, to employees of the Group Companies, health and welfare benefits under the Employee Benefit Plans in which such employees were eligible to participate immediately prior to the Closing until the earlier of (A) such time as such benefits are effective under the Company H&W Plans and (B) the expiration date of the applicable service pursuant to the Transition Services Agreement. TopCo shall, or shall cause the sponsor of the health and welfare plans in which employees of the Group Companies participate to cooperate in good faith with Parent and the Group Companies to assist with establishing such Company H&W Plans as soon as reasonably possible prior to and, if necessary, following the Closing, including providing such information and such assistance as Parent or the Group Companies may reasonably request in connection with the foregoing. (e) For the avoidance of doubt, Parent and the Group Companies shall not assume or have, and TopCo and its Affiliates (other than the Group Companies) shall retain and be solely responsible for, any ERISA Affiliate liability or obligation with respect to severance pay, termination pay or at any time arising under or in connection with any Employee Benefit Plan or any other paymentbenefit or compensation plan, except program, policy, agreement or arrangement at any time sponsored, maintained or participated in by TopCo or any of its Affiliates. Without limiting the generality of the foregoing: (i) TopCo and its Affiliates (other than the Group Companies) shall be solely responsible for any obligations to provide COBRA continuation coverage arising under Section 4980B of the Code with respect to all “M&A qualified beneficiaries” as expressly provided defined in Treasury Regulation Section 54.4980B-9, and (ii) the applicable Employee Benefit Plans shall retain liability for all claims incurred by current and former employees, directors, officers and any other service providers of the Group Companies and any dependents and beneficiaries thereof on or prior to the Closing Date (or, if later, the end date of health and welfare benefit coverage pursuant to the Transition Services Agreement), regardless of when such claims are reported. (f) Prior to the Closing, the Company will use commercially reasonable efforts to obtain an agreement, in form and substance reasonably acceptable to Parent, from certain participants of the Company’s Long Term Incentive Program (the “Incentive Plan”) to be mutually determined by Parent and the Company waiving all or a portion of the claims, current and future rights such participant has to any entitlements or proceeds under the Incentive Plan and their award agreement(s) thereunder (with the scope of such waiver to be reasonably acceptable to Parent) in exchange for the receipt of an award under the TopCo Incentive Equity Plan. a cash payment or any combination of the foregoing (in each case, reasonably acceptable to Parent). The Company shall consult with Parent regarding, and keep Parent reasonably informed of, the progress of obtaining such agreements. (g) Nothing in this Agreement Section 6.18 (whether express or implied) shall (i) create or confer any rights, remedies or claims upon any employee of the Group Companies or any right of employment, engagement or service or continued employment, engagement or service or any particular term or condition of employment, engagement or service for any Person, (ii) be considered or deemed to establish, amend, or modify any Employee Benefit Plan or any other benefit or compensation plan, program, policy, agreement, arrangement or contract, (iii) prohibit or limit the ability of Parent or any of its Affiliates (including, following the Closing, the Group Companies) to amend, modify or terminate any benefit or compensation plan, program, policy, agreement, arrangement or contract at any time assumed, established, sponsored or maintained by any of them or (2iv) accelerate confer any rights or benefits (including any third-party beneficiary rights) on any Person other than the time of payment or vesting or increase the amount of compensation due any such employee or officerParties.

Employee Benefit Plan Matters. (a) Schedule 4.11(a3.11(a) of the BCB Northern Disclosure Schedules sets forth a true and complete list of each employee benefit plan, as the term is defined in Section 3 of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), and any other employee benefit arrangement or agreement that is sponsored, maintained or contributed to, to or required to be contributed to, to as of the date of this Agreement (collectively referred to as the “Plans”) by BCB or Northern, any of its Subsidiaries or by any trade or business, whether or not incorporated (an “ERISA Affiliate”), all of which together with Northern would be deemed a “single employer” within the meaning of Section 4001 in ERISA, for the benefit of any employee or former employee of BCBNorthern, any Subsidiary the Service Company or any ERISA Affiliate. (b) BCB . Northern has heretofore delivered to Pamrapo First Place true and complete copies of each of the Plans and related trust instruments and all amendments thereto, the most recent summary plan description and of such plans as currently in effect, summaries of material modifications thereto, underlying insurance contracts and the other related documents thereto, including but not limited to (i) the actuarial report for any Plan (if applicable) for each of the last three (3) two years, (ii) the most recent determination letter from the IRS Internal Revenue Service (if applicable) for any Plan, (iii) the most recent two (2) years’ annual reports (Form 5500), together with all Schedulesschedules, as required, filed with the IRS Internal Revenue Service (“IRS”) or DOL Department of Labor (“DOL”) for any Plan, (iv) any financial statements and opinions required by Section 103(e)(3) of ERISA with respect to each PlanPlan for each of the last two years, and (v) for any Plan which for ERISA purposes is a “top-hat” plan, a copy of any top-hat filing with the DOL. (c) . Except as set forth in Schedule 4.11(c3.11(c) of the BCB Northern Disclosure Schedules, (i) each of the Plans has been operated and administered in all material respects in accordance with its terms and applicable law, including but not limited to ERISA and the Code, (ii) each of the Plans intended to be “qualified” within the meaning of Section 401(a) of the Code either (1) has received a favorable determination letter from the IRS, or (2) is or will be the subject of an application for a favorable determination letter, or (3) is set forth on a prototype document which is subject to a current opinion letter which has not expired and BCB Northern is not aware of any circumstances that could reasonably be expected likely to result in the revocation or denial of any such favorable determination letter, (iii) with respect to each Plan which is subject to Title IV of ERISA, the present value of accrued benefits under such Plan, based upon the actuarial assumptions used for funding purposes in the most recent actuarial report prepared by such Plan’s actuary with respect to such Plan, did not, as of its latest valuation date, exceed the then current value of the assets of such Plan allocable to such accrued benefits, (iv) no Plan provides benefits, including without limitation death or medical benefits (whether or not insured), with respect to current or former employees of BCBNorthern, its Subsidiaries the Service Company or any ERISA Affiliate beyond their retirement or other termination of service, other than (w) coverage mandated by applicable law, (x) death benefits or retirement benefits under any “employee pension plan,” as that term is defined in Section 3(2) of ERISA, (y) deferred compensation benefits accrued as liabilities on the books of BCBNorthern, its Subsidiaries the Service Company or the ERISA Affiliates or (z) benefits the full cost of which is borne by the current or former employee (or his beneficiary), (v) no liability under Title IV of ERISA has been incurred by BCBNorthern, its Subsidiaries the Service Company or any ERISA Affiliate that has not been satisfied in full, and no condition exists that presents a material risk to BCB, its Subsidiaries Northern or a BCB Northern ERISA Affiliate of incurring a material liability thereunder, (vi) no Plan is a “multiemployer pension plan,” as such term is defined in Section 3(37) of ERISA, (vii) each Plan that is a “nonqualified deferred compensation plan” (as defined in Section 409A(d)(1) of the Code) and which has not been terminated has been operated since January 1, 2006 in good faith compliance with Section 409A of the Code and the regulations issued under Section 409A of the Code, (viii) each Plan set forth on Schedule 4.11(a) can be terminated without payment of an additional contribution or amount, other than contributions and amounts required by the terms of the Plan without regard to the Plan’s termination, and without vesting or acceleration of any benefits provided under such Plan, other than vesting required by the Code as a result of a qualified Plan’s termination, (ix) all contributions or other amounts payable by BCBNorthern, its Subsidiaries or any ERISA Affiliates as of the Effective Time with respect to each Plan which is subject to Title IV of ERISA in respect of current or prior plan years have been paid or accrued in accordance with GAAP and Section 412 of the CodeCode (as applicable), (xviii) neither BCBNorthern, nor its Subsidiaries Subsidiaries, nor any ERISA Affiliate has engaged in a merger in connection with which BCBNorthern, its Subsidiaries or any ERISA Affiliate could reasonably be expected to be subject to either a civil penalty assessed pursuant to Section 409 or 502(i) of ERISA or a tax imposed pursuant to Section 4975 or 4976 of the Code, (xix) there are no pending, or, to BCBNorthern’s knowledge, threatened proceedings, investigations or anticipated claims (other than routine claims for benefits) by, on behalf of or against any of the Plans or any trusts related thereto and (xix) except as set forth in Schedule 3.11(c), the consummation of the transactions contemplated by this Agreement will not (1) entitle any current or former employee or officer of BCB Northern or any ERISA Affiliate to severance pay, termination pay or any other payment, except as expressly provided in this Agreement or (2) accelerate the time of payment or vesting or increase the amount of compensation due any such employee or officeroffice. No benefits of any kind or nature under any Plan have been or are currently provided by Northern or the Service Company to any person employed by Northern Title.

Employee Benefit Plan Matters. Except as otherwise stated in Schedule 3.10, to Seller's Knowledge: (a) Schedule 4.11(a) of the BCB Disclosure Schedules sets forth a true and complete list of each employee benefit plan, as the term is defined in Section 3 of the ERISA, and any other employee benefit arrangement or agreement that is sponsored, maintained or contributed to, or required to be contributed to, as of the date of Benefit Plans under which liabilities are being assumed by Buyer under this Agreement (collectively referred to as the “Plans”) by BCB or any of its Subsidiaries or by an ERISA Affiliate, for the benefit of any employee or former employee of BCB, any Subsidiary or any ERISA Affiliate. (b) BCB has heretofore delivered to Pamrapo true and complete copies of each of the Plans and related trust instruments and comply in all amendments thereto, the most recent summary plan description and summaries of material modifications thereto, underlying insurance contracts and (i) the actuarial report for any Plan (if applicable) for each of the last three (3) years, (ii) the most recent determination letter from the IRS (if applicable) for any Plan, (iii) the most recent two (2) years’ annual reports (Form 5500), together with all Schedules, as required, filed respects with the IRS or DOL for any Plan, (iv) any financial statements and opinions required by Section 103(e)(3) applicable requirements of ERISA with respect to each Plan, and (v) for any Plan which for ERISA purposes is a “top-hat” plan, a copy of any top-hat filing with the DOL. (c) Except as set forth in Schedule 4.11(c) of the BCB Disclosure Schedules, (i) each of the Plans has Code and have been operated and administered in all material respects in accordance with its terms and the applicable law, including but not limited to requirements of ERISA and the Code, ; (iib) each no liability to the Pension Benefit Guaranty Corporation has been incurred with respect to any of the Benefit Plans intended subject to be “qualified” Title IV of ERISA, other than premium payments pursuant to Sections 4006 and 4007 of ERISA; (c) Seller has not incurred any material liability (either directly or indirectly, whether by way of indemnification or otherwise) for any tax imposed under Section 4975 of the Code or Part 5 Subtitle B of Title I of ERISA with respect to any of the Benefit Plans under which liabilities are being assumed by Buyer under this Agreement; (d) none of the Benefit Plans is a multiemployer plan within the meaning of Section 3(37)(A) of ERISA; (e) no suit, action, litigation or written claim (excluding claims for benefits incurred in the ordinary course of plan activities) has been brought against or with respect to any of the Benefit Plans by or on behalf of any Employee and is pending; (f) all contributions to the Benefit Plans under which liabilities are being assumed by Buyer under this Agreement that will be due as of the Closing Date have been (or will have been by the Closing Date) paid, accrued or otherwise fully reserved as of such date, in accordance with GAAP; (g) each Benefit Plan which is intended to meet the requirements of Section 401(a) of the Code (1meets the requirements for qualification under Section 401(a) of the Code and nothing has received occurred which would adversely affect the qualified status of any such Benefit Plan other than such occurrences as may be corrected without resulting in a Material Adverse Effect. The Internal Revenue Service has issued a favorable determination letter from the IRS, (2) is or will be the subject of an application for a favorable determination letter, or (3) is set forth on a prototype document which is subject to a current opinion letter which has not expired and BCB is not aware of any circumstances that could reasonably be expected to result in the revocation or denial of any such favorable determination letter, (iii) with respect to the qualification under the Code of each such Benefit Plan which is and the Internal Revenue Service has not taken any action to revoke any such letter; (h) none of the Benefit Plans subject to Part 3 Subtitle B of Title IV of ERISA, the present value of accrued benefits under such Plan, based upon the actuarial assumptions used for funding purposes in the most recent actuarial report prepared by such Plan’s actuary with respect to such Plan, did not, as of its latest valuation date, exceed the then current value of the assets of such Plan allocable to such accrued benefits, (iv) no Plan provides benefits, including without limitation death or medical benefits (whether or not insured), with respect to current or former employees of BCB, its Subsidiaries or any ERISA Affiliate beyond their retirement or other termination of service, other than (w) coverage mandated by applicable law, (x) death benefits or retirement benefits under any “employee pension plan,” as that term is defined in Section 3(2) of ERISA, (y) deferred compensation benefits accrued as liabilities on the books of BCB, its Subsidiaries or the ERISA Affiliates or (z) benefits the full cost of which is borne by the current or former employee (or his beneficiary), (v) no liability under Title IV I of ERISA has been incurred by BCB, its Subsidiaries or any ERISA Affiliate that has not been satisfied in full, and no condition exists that presents a material risk to BCB, its Subsidiaries or a BCB ERISA Affiliate "accumulated funding deficiency" within the meaning of incurring a material liability thereunder, (vi) no Plan is a “multiemployer pension plan,” as such term is defined in Section 3(37) of ERISA, (vii) each Plan that is a “nonqualified deferred compensation plan” (as defined in Section 409A(d)(1) of the Code) and which has not been terminated has been operated since January 1, 2006 in good faith compliance with Section 409A of the Code and the regulations issued under Section 409A of the Code, (viii) each Plan set forth on Schedule 4.11(a) can be terminated without payment of an additional contribution or amount, other than contributions and amounts required by the terms of the Plan without regard to the Plan’s termination, and without vesting or acceleration of any benefits provided under such Plan, other than vesting required by the Code as a result of a qualified Plan’s termination, (ix) all contributions or other amounts payable by BCB, its Subsidiaries or any ERISA Affiliates as of the Effective Time with respect to each Plan which is subject to Title IV 302 of ERISA in respect of current or prior plan years have been paid or accrued in accordance with GAAP and Section 412 of the Code, ; (xi) neither BCB, its Subsidiaries nor any ERISA Affiliate has engaged in no Benefit Plan is a merger in connection with which BCB, its Subsidiaries or any ERISA Affiliate could be subject to either a civil penalty assessed pursuant to "multiple employer plan" within the meaning of Section 409 or 502(i413(c) of ERISA or a tax imposed pursuant to Section 4975 or 4976 of the Code; and (j) except as provided in Article X or as set forth in Schedule 3.10 hereto, (x) there are no pendingthe execution, or, to BCB’s knowledge, threatened proceedings, investigations or claims (other than routine claims for benefits) by, on behalf of or against any delivery and performance of the Plans Acquisition Agreements or any trusts related thereto and (xi) the consummation of the transactions contemplated by this Agreement will not of itself constitute an event under any TCAS Asset Purchase Agreement Benefit Plan under which liabilities are being assumed by Buyer under this Agreement that will require any payment (1) entitle any current or former employee or officer whether of BCB or any ERISA Affiliate to severance pay, termination pay or any other paymentotherwise), except as expressly provided in this Agreement or (2) accelerate the time of payment or acceleration, vesting or increase the amount of compensation due in material benefits under such Benefit Plan with respect to any such employee or officerTransferred Employee.

Employee Benefit Plan Matters. (a) Schedule 4.11(aSCHEDULE 3.11(A) of the BCB OC Financial Disclosure Schedules sets forth a true and complete list of each employee benefit plan, as the term is defined in Section 3 of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and any other employee benefit arrangement or agreement that is sponsored, maintained or contributed to, or required to be contributed to, as of the date of this Agreement (collectively referred to as the “"Plans”") by BCB or OC Financial, any of its Subsidiaries or by any trade or business, whether or not incorporated (an "ERISA Affiliate"), all of which together with OC Financial would be deemed a "single employer" within the meaning of Section 4001 of ERISA or Section 414 of the Code, for the benefit of any employee or former employee of BCBOC Financial, any Subsidiary or any ERISA Affiliate. (b) BCB OC Financial has heretofore delivered to Pamrapo First Place true and complete copies of each of the Plans and related trust instruments and all amendments thereto, the most recent summary plan description and summaries of material modifications thereto, underlying insurance contracts and all other related documents thereto, including, but not limited to (i) the actuarial report for any Plan (if applicable) for each of the last three (3) years, (ii) the most recent determination letter from the IRS Internal Revenue Service ("IRS") (if applicable) for any Plan, (iii) the most recent two three (23) years’ ' annual reports (Form 5500), together with all Schedulesschedules, as required, filed with the IRS or DOL Department of Labor ("DOL") for any Plan, (iv) any financial statements and opinions required by Section 103(e)(3) of ERISA with respect to each Plan, and (v) for any Plan which for ERISA purposes is a “"top-hat” " plan, a copy of any top-hat filing with the DOL. (c) Except as set forth in Schedule 4.11(cSCHEDULE 3.11(C) of the BCB OC Financial Disclosure Schedules, (i) each of the Plans has been operated and administered in all material respects in accordance with its terms and applicable law, including but not limited to ERISA and the CodeCode (any liability in excess of $25,000 arising as a result of a breach of this representation shall be deemed to be material and shall result in a reduction of the Aggregate Merger Consideration equal to the entire liability), (ii) each of the Plans intended to be “"qualified” " within the meaning of Section 401(a) of the Code either (1) has received a favorable determination letter from the IRS, or (2) is or will be the subject of an application for a favorable determination letter, or (3) is set forth on a prototype document which is subject to a current opinion letter which has not expired and BCB OC Financial is not aware of any circumstances that could reasonably be expected likely to result in the revocation or denial of any such favorable determination letter, (iii) with respect to each Plan which is subject to Title IV of ERISA, the present value of accrued benefits under such Plan, based upon the actuarial assumptions used for funding purposes in the most recent actuarial report prepared by such Plan’s actuary with respect to such Plan, did not, as of its latest valuation date, exceed the then current value of the assets of such Plan allocable to such accrued benefits, (iv) no Plan provides benefits, including without limitation death or medical benefits (whether or not insured), with respect to current or former employees of BCBOC Financial, its Subsidiaries or any ERISA Affiliate beyond their retirement or other termination of service, other than (w) coverage mandated by applicable law, (x) death benefits or retirement benefits under any “"employee pension plan,” " as that term is defined in Section 3(2) of ERISA, (y) deferred compensation benefits accrued as liabilities on the books of BCBOC Financial, its Subsidiaries or the ERISA Affiliates or (z) benefits the full cost of which is borne by the current or former employee (or his beneficiary), (viv) no liability under neither OC Financial nor any ERISA Affiliate sponsors a Plan that is subject to Title IV of ERISA has been incurred by BCB, its Subsidiaries and no Plan of OC Financial or any ERISA Affiliate that has not been satisfied in full, and no condition exists that presents a material risk to BCB, its Subsidiaries or a BCB ERISA Affiliate of incurring a material liability thereunder, (vi) no Plan affiliate is a “"multiemployer pension plan,” " as such term is defined in Section 3(37) of ERISA, (viiv) each Plan that is a “"nonqualified deferred compensation plan” " (as defined in Section 409A(d)(1) of the Code) and which has not been terminated has been operated since January 1, 2006 2005 in good faith compliance with Section 409A of the Code Code, Internal Revenue Service Notice 2005-1 and the regulations issued under Section 409A of the Code, (viiivi) each Plan set forth on Schedule 4.11(a) can be terminated without payment of an any additional contribution or amount, other than contributions and amounts required by the terms of the Plan without regard to the Plan’s 's termination, and without vesting or acceleration of any benefits provided under such Plan, other than vesting required by the Code as a result of a qualified Plan’s 's termination, (ixvii) all contributions or other amounts payable by BCBOC Financial, its Subsidiaries or any ERISA Affiliates as of the Effective Time with respect to each Plan which is subject to Title IV of ERISA in respect of current or prior plan years have been paid or accrued in accordance with GAAP and Section 412 of the Code, (xviii) neither BCBOC Financial, its Subsidiaries nor any ERISA Affiliate has engaged in a merger transaction in connection with which BCBOC Financial, its Subsidiaries or any ERISA Affiliate could be subject to either a civil penalty assessed pursuant to Section 409 or 502(i) of ERISA or a tax imposed pursuant to Section 4975 or 4976 of the Code, (xix) there are no pending, or, to BCB’s OC Financial's knowledge, threatened or anticipated proceedings, investigations or claims (other than routine claims for benefits) by, on behalf of or against any of the Plans or any trusts related thereto and (xix) the consummation of the transactions contemplated by this Agreement will not (1) entitle any current or former employee or officer of BCB OC Financial or any ERISA Affiliate to severance pay, termination pay or any other payment, except as expressly provided in this Agreement or (2) accelerate the time of payment or vesting or increase the amount of compensation due any such employee or officer.

Employee Benefit Plan Matters. (a) Schedule 4.11(aFor a period of one (1) year following the Effective Time, Parent shall provide, or cause to be provided, to those employees of the BCB Disclosure Schedules sets forth a true Company who are employed by the Company as of immediately prior to the Effective Time and complete list of each employee benefit plan, as the term is defined in Section 3 of the ERISA, and any other employee benefit arrangement or agreement that is sponsored, maintained or contributed to, or required who continue to be contributed to, as of actively employed by the date of this Agreement Surviving Corporation (collectively referred to as or any Affiliate thereof) during such one-year period (the “PlansContinuing Employees”) by BCB or any of its Subsidiaries or by an ERISA Affiliate(i) base salary and base wages no less favorable than such base salary and base wages, (ii) short-term incentive compensation opportunities (excluding, for the benefit avoidance of any employee or former employee of BCBdoubt, any Subsidiary or any ERISA Affiliateequity-based compensation) no less favorable in the aggregate than such short-term incentive compensation opportunities and (iii) benefits (including severance benefits) no less favorable in the aggregate than such benefits, in each of the above clauses (i) (ii) and (iii), as provided to such Continuing Employees immediately prior to the execution of this Agreement. (b) BCB has heretofore delivered to Pamrapo true From and complete copies of each of after the Plans and related trust instruments and all amendments theretoClosing Date, the most recent summary plan description and summaries of material modifications thereto, underlying insurance contracts and (i) the actuarial report for any Plan (if applicable) for each of the last three (3) years, (ii) the most recent determination letter from the IRS (if applicable) for any Plan, (iii) the most recent two (2) years’ annual reports (Form 5500), together with all Schedules, as required, filed with the IRS or DOL for any Plan, (iv) any financial statements and opinions required by Section 103(e)(3) of ERISA with respect to Continuing Employees, Parent shall use commercially reasonable efforts to cause the service of each Plansuch Continuing Employee with the Company and its ERISA Affiliates prior to the Closing Date to be recognized for purposes of eligibility to participate, levels of benefits (but not for benefit accruals under any defined benefit pension plan) and (v) for any Plan which for ERISA purposes is a “top-hat” vesting under each compensation, vacation, fringe or other welfare benefit plan, program or arrangement of Parent, the Surviving Corporation or any of their ERISA Affiliates, but not including any equity compensation plans, programs, agreements or arrangements (collectively, the “Parent Benefit Plans”) in which any Continuing Employee is or becomes eligible to participate, but solely to the extent service was credited to such employee for such purposes under a copy comparable Company Employee Plan immediately prior to the Closing Date and to the extent such credit would not result in a duplication of any top-hat filing with the DOLbenefits. (c) Except From and after the Closing Date, with respect to each Parent Benefit Plan that is an “employee welfare benefit plan” as set forth defined in Schedule 4.11(cSection 3(1) of ERISA in which any Continuing Employee is or becomes eligible to participate, Parent shall use reasonable efforts to cause each such Parent Benefit Plan to waive all limitations as to pre-existing conditions, waiting periods, required physical examinations and exclusions with respect to participation and coverage requirements applicable under such Parent Benefit Plan for such Continuing Employees and their eligible dependents to the BCB Disclosure Schedulessame extent that such pre-existing conditions, waiting periods, required physical examinations and exclusions would not have applied or would have been waived under the corresponding Company Employee Plan in which such Continuing Employee was a participant immediately prior to his commencement of participation in such Parent Benefit Plan but, with respect to long-term disability and life insurance benefits and coverage, solely to the extent permitted under the terms and conditions of Parent’s applicable insurance contracts in effect as of the Closing Date; provided that for purposes of clarity, to the extent such benefit coverage includes eligibility conditions based on periods of employment Section 6.07(a) shall control; and provide each Continuing Employee and their eligible dependents with credit for any co-payments and deductibles paid in the calendar year that, and prior to the date that, such Continuing Employee commences participation in such Parent Benefit Plan in satisfying any applicable co-payment or deductible requirements under such Parent Benefit Plan for the applicable calendar year, to the extent that such expenses were recognized for such purposes under the comparable Company Employee Plan. (d) In the event that the Closing occurs prior to the Company paying annual cash incentives in respect of 2019, Parent shall pay to each Continuing Employee a cash bonus in respect of 2019 in an amount equal to the cash bonus amount payable under the applicable Company annual cash incentive plan or program based on the greater of target or actual level of achievement of the applicable performance criteria, with such level of achievement (i) each measured during the period from and including January 1, 2019 through and including the end of the Plans has been operated calendar month immediately preceding the month in which the Closing Date occurs; (ii) determined by the Compensation Committee of the Company Board in the ordinary course of business (including, without limitation, adjustments to account for non-recurring items), and administered without regard to any costs and expenses associated with the transactions contemplated by this Agreement or any non-recurring events that would not reasonably be expected to have affected the Company in the absence of the transactions contemplated by this Agreement; and (iii) annualized, on a straight line basis, through the end of the quarter in which the Closing Date occurs. Such bonus amounts shall be paid, less any required withholding Taxes, on or about the date on which the Company would normally pay bonuses in the first calendar quarter of 2020 and in no event later than March 15, 2020 (or, if earlier, in accordance with the applicable Company severance policy or program or employment agreement upon a qualifying termination of employment occurring prior to such date). (e) Parent, the Company and the Surviving Corporation acknowledge and agree that all material respects provisions contained in this Section 6.07 are included for the sole benefit of the respective parties to this Agreement and shall not create any right in any other Person, including any employees, former employees, any participant in any Company Employee Plan or any beneficiary thereof or any right to continued employment with Parent, Company, the Surviving Corporation or any of their Affiliates. Nothing in this Section 6.07 shall be deemed to amend any Parent Benefit Plan or to require Parent, the Surviving Corporation or any of their Affiliates to continue or amend any particular benefit plan before or after the consummation of the transactions contemplated in this Agreement, and any such plan may be amended or terminated in accordance with its terms and applicable law, including but not limited to ERISA and the Code, (ii) each of the Plans intended to be “qualified” within the meaning of Section 401(a) of the Code (1) has received a favorable determination letter from the IRS, (2) is or will be the subject of an application for a favorable determination letter, or (3) is set forth on a prototype document which is subject to a current opinion letter which has not expired and BCB is not aware of any circumstances that could reasonably be expected to result in the revocation or denial of any such favorable determination letter, (iii) with respect to each Plan which is subject to Title IV of ERISA, the present value of accrued benefits under such Plan, based upon the actuarial assumptions used for funding purposes in the most recent actuarial report prepared by such Plan’s actuary with respect to such Plan, did not, as of its latest valuation date, exceed the then current value of the assets of such Plan allocable to such accrued benefits, (iv) no Plan provides benefits, including without limitation death or medical benefits (whether or not insured), with respect to current or former employees of BCB, its Subsidiaries or any ERISA Affiliate beyond their retirement or other termination of service, other than (w) coverage mandated by applicable law, (x) death benefits or retirement benefits under any “employee pension plan,” as that term is defined in Section 3(2) of ERISA, (y) deferred compensation benefits accrued as liabilities on the books of BCB, its Subsidiaries or the ERISA Affiliates or (z) benefits the full cost of which is borne by the current or former employee (or his beneficiary), (v) no liability under Title IV of ERISA has been incurred by BCB, its Subsidiaries or any ERISA Affiliate that has not been satisfied in full, and no condition exists that presents a material risk to BCB, its Subsidiaries or a BCB ERISA Affiliate of incurring a material liability thereunder, (vi) no Plan is a “multiemployer pension plan,” as such term is defined in Section 3(37) of ERISA, (vii) each Plan that is a “nonqualified deferred compensation plan” (as defined in Section 409A(d)(1) of the Code) and which has not been terminated has been operated since January 1, 2006 in good faith compliance with Section 409A of the Code and the regulations issued under Section 409A of the Code, (viii) each Plan set forth on Schedule 4.11(a) can be terminated without payment of an additional contribution or amount, other than contributions and amounts required by the terms of the Plan without regard to the Plan’s termination, and without vesting or acceleration of any benefits provided under such Plan, other than vesting required by the Code as a result of a qualified Plan’s termination, (ix) all contributions or other amounts payable by BCB, its Subsidiaries or any ERISA Affiliates as of the Effective Time with respect to each Plan which is subject to Title IV of ERISA in respect of current or prior plan years have been paid or accrued in accordance with GAAP and Section 412 of the Code, (x) neither BCB, its Subsidiaries nor any ERISA Affiliate has engaged in a merger in connection with which BCB, its Subsidiaries or any ERISA Affiliate could be subject to either a civil penalty assessed pursuant to Section 409 or 502(i) of ERISA or a tax imposed pursuant to Section 4975 or 4976 of the Code, (x) there are no pending, or, to BCB’s knowledge, threatened proceedings, investigations or claims (other than routine claims for benefits) by, on behalf of or against any of the Plans or any trusts related thereto and (xi) the consummation of the transactions contemplated by this Agreement will not (1) entitle any current or former employee or officer of BCB or any ERISA Affiliate to severance pay, termination pay or any other payment, except as expressly provided in this Agreement or (2) accelerate the time of payment or vesting or increase the amount of compensation due any such employee or officerApplicable Law.

Employee Benefit Plan Matters. (a) Except as set forth in Schedule 4.11(a) 5.11 of the BCB Meadowbrook Disclosure Schedules sets forth a true and complete list of Schedule, (i) each employee benefit plan, as the term is defined in Section 3 3(3) of the ERISA, and any other employee benefit arrangement or agreement providing benefits to any employee or former employee of Meadowbrook or any of its Subsidiaries or any ERISA Affiliate that is sponsored, maintained or contributed to, or required to be contributed to, as of the date of this Agreement (collectively referred to as the “Meadowbrook Plans”) by BCB or Meadowbrook, any of its Subsidiaries or by an any ERISA Affiliate, for the benefit all of any employee or former employee of BCB, any Subsidiary or any ERISA Affiliate. (b) BCB has heretofore delivered to Pamrapo true and complete copies of each of the Plans and related trust instruments and all amendments thereto, the most recent summary plan description and summaries of material modifications thereto, underlying insurance contracts and (i) the actuarial report for any Plan (if applicable) for each of the last three (3) years, (ii) the most recent determination letter from the IRS (if applicable) for any Plan, (iii) the most recent two (2) years’ annual reports (Form 5500), which together with all Schedules, as required, filed with Meadowbrook would be deemed a single employer within the IRS or DOL for any Plan, (iv) any financial statements and opinions required by meaning of Section 103(e)(34001(b)(1) of ERISA with respect to each PlanERISA, and (v) for any Plan which for ERISA purposes is a “top-hat” plan, a copy of any top-hat filing with the DOL. (c) Except as set forth in Schedule 4.11(c) of the BCB Disclosure Schedules, (i) each of the Plans has been operated and administered in all material respects in accordance with its terms and applicable law, including but not limited to ERISA and the Code, (ii) each of the Meadowbrook Plans intended to be “qualified” within the meaning of Section 401(a) of the Code has either (1) has received a favorable determination letter from the IRS, IRS or (2) is or will be the subject of an application for a favorable determination letter, or (3) is set forth on a prototype document which is subject to a current opinion letter which has not expired and BCB Meadowbrook is not aware of any circumstances that could reasonably be expected likely to result in the revocation or denial of any such favorable determination letter, (iii) with respect to each Plan which is subject to Title IV of ERISA, the present value of accrued benefits under such Plan, based upon the actuarial assumptions used for funding purposes in the most recent actuarial report prepared by such Plan’s actuary with respect to such Plan, did not, as of its latest valuation date, exceed the then current value of the assets of such Plan allocable to such accrued benefits, (iv) no Meadowbrook Plan provides benefits, including without limitation death or medical benefits (whether or not insured), with respect to current or former employees of BCBMeadowbrook, its Subsidiaries or any ERISA Affiliate beyond their retirement or other termination of service, other than (w) coverage mandated by applicable law, (x) death benefits or retirement benefits under any “employee pension plan,” as that term is defined in Section 3(2) of ERISA, (y) deferred compensation benefits accrued as liabilities on the books of BCBMeadowbrook, its Subsidiaries or the ERISA Affiliates or (z) benefits the full cost of which is borne by the current or former employee (or his beneficiary), (viv) no liability under Title IV of ERISA has been incurred by BCBMeadowbrook, its Subsidiaries or any ERISA Affiliate that has not been satisfied in full, and no condition exists that presents a material risk to BCBMeadowbrook, its Subsidiaries or a BCB Meadowbrook ERISA Affiliate of incurring a material liability thereunder, (viv) no Meadowbrook Plan is a “multiemployer pension plan,” as such term is defined in Section 3(37) of ERISA, (vii) each Plan that is a “nonqualified deferred compensation plan” (as defined in Section 409A(d)(1) of the Code) and which has not been terminated has been operated since January 1, 2006 in good faith compliance with Section 409A of the Code and the regulations issued under Section 409A of the Code, (viii) each Plan set forth on Schedule 4.11(a) can be terminated without payment of an additional contribution or amount, other than contributions and amounts required by the terms of the Plan without regard to the Plan’s termination, and without vesting or acceleration of any benefits provided under such Plan, other than vesting required by the Code as a result of a qualified Plan’s termination, (ixvi) all contributions or other amounts payable by BCBMeadowbrook, its Subsidiaries or any ERISA Affiliates as of the Effective Time with respect to each Meadowbrook Plan which is subject to Title IV of ERISA in respect of current or prior plan years for any period through the date hereof have been paid or accrued in accordance with GAAP and Section 412 of the CodeGAAP, (xvii) neither BCBMeadowbrook, its Subsidiaries nor any ERISA Affiliate has engaged in a merger in connection with which BCBMeadowbrook, its Subsidiaries or any ERISA Affiliate could be subject to either a civil penalty assessed pursuant to Section 409 406 or 502(i) of ERISA or a tax imposed pursuant to Section 4975 or 4976 of the Code, Code and (xviii) there are no pending, or, to BCB’s knowledgethe knowledge of Meadowbrook, threatened proceedings, investigations or claims (other than routine claims for benefits) by, on behalf of or against any of the Meadowbrook Plans or any trusts related thereto and (xi) the consummation of the transactions contemplated by this Agreement will not (1) entitle any current or former employee or officer of BCB or any ERISA Affiliate to severance pay, termination pay or any other payment, except as expressly provided in this Agreement or (2) accelerate the time of payment or vesting or increase the amount of compensation due any such employee or officerthereto.

Employee Benefit Plan Matters. (a) Except as set forth in Schedule 4.11(a) 5.11 of the BCB Meadowbrook Disclosure Schedules sets forth a true and complete list of Schedule, (i) each employee benefit plan, as the term is defined in Section 3 3(3) of the ERISA, and any other employee benefit arrangement or agreement providing benefits to any employee or former employee of Meadowbrook or any of its Subsidiaries or any ERISA Affiliate that is sponsored, maintained or contributed to, or required to be contributed to, as of the date of this Agreement (collectively referred to as the “Meadowbrook Plans”) by BCB or Meadowbrook, any of its Subsidiaries or by an any ERISA Affiliate, for the benefit all of any employee or former employee of BCB, any Subsidiary or any ERISA Affiliate. (b) BCB has heretofore delivered to Pamrapo true and complete copies of each of the Plans and related trust instruments and all amendments thereto, the most recent summary plan description and summaries of material modifications thereto, underlying insurance contracts and (i) the actuarial report for any Plan (if applicable) for each of the last three (3) years, (ii) the most recent determination letter from the IRS (if applicable) for any Plan, (iii) the most recent two (2) years’ annual reports (Form 5500), which together with all Schedules, as required, filed with Meadowbrook would be deemed a single employer within the IRS or DOL for any Plan, (iv) any financial statements and opinions required by meaning of Section 103(e)(34001(b)(1) of ERISA with respect to each PlanERISA, and (v) for any Plan which for ERISA purposes is a “top-hat” plan, a copy of any top-hat filing with the DOL. (c) Except as set forth in Schedule 4.11(c) of the BCB Disclosure Schedules, (i) each of the Plans has been operated and administered in all material respects in accordance with its terms and applicable law, including but not limited to ERISA and the Code, (ii) each of the Meadowbrook Plans intended to be “qualified” within the meaning of Section 401(a) of the Code has either (1) has received a favorable determination letter from the IRS, IRS or (2) is or will be the subject of an application for a favorable determination letter, or (3) is set forth on a prototype document which is subject to a current opinion letter which has not expired and BCB Meadowbrook is not aware of any circumstances that could reasonably be expected likely to result in the revocation or denial of any such favorable determination letter, (iii) with respect to each Plan which is subject to Title IV of ERISA, the present value of accrued benefits under such Plan, based upon the actuarial assumptions used for funding purposes in the most recent actuarial report prepared by such Plan’s actuary with respect to such Plan, did not, as of its latest valuation date, exceed the then current value of the assets of such Plan allocable to such accrued benefits, (iv) no Meadowbrook Plan provides benefits, including without limitation death or medical benefits (whether or not insured), with respect to current or former employees of BCBMeadowbrook, its Subsidiaries or any ERISA Affiliate beyond their retirement or other termination of service, other than (w) coverage mandated by applicable law, (x) death benefits or retirement benefits under any “employee pension plan,” as that term is defined in Section 3(2) of ERISA, (y) deferred compensation benefits accrued as liabilities on the books of BCBMeadowbrook, its Subsidiaries or the ERISA Affiliates or (z) benefits the full cost of which is borne by the current or former employee (or his beneficiary), (viv) no liability under Title IV of ERISA has been incurred by BCBMeadowbrook, its Subsidiaries or any ERISA Affiliate that has not been satisfied in full, and no condition exists that presents a material risk to BCBMeadowbrook, its Subsidiaries or a BCB Meadowbrook ERISA Affiliate of incurring a material liability thereunder, (viv) no Meadowbrook Plan is a “multiemployer pension plan,” as such term is defined in Section 3(37) of ERISA, (vii) each Plan that is a “nonqualified deferred compensation plan” (as defined in Section 409A(d)(1) of the Code) and which has not been terminated has been operated since January 1, 2006 in good faith compliance with Section 409A of the Code and the regulations issued under Section 409A of the Code, (viii) each Plan set forth on Schedule 4.11(a) can be terminated without payment of an additional contribution or amount, other than contributions and amounts required by the terms of the Plan without regard to the Plan’s termination, and without vesting or acceleration of any benefits provided under such Plan, other than vesting required by the Code as a result of a qualified Plan’s termination, (ixvi) all contributions or other amounts payable by BCBMeadowbrook, its Subsidiaries or any ERISA Affiliates as of the Effective Time with respect to each Meadowbrook Plan which is subject to Title IV of ERISA in respect of current or prior plan years for any period through the date hereof have been paid or accrued in accordance with GAAP and Section 412 of the CodeGAAP, (xvii) neither BCBMeadowbrook, its Subsidiaries nor any ERISA Affiliate has engaged in a merger in connection with which BCBMeadowbrook, its Subsidiaries or any ERISA Affiliate could be subject to either a civil penalty assessed pursuant to Section 409 406 or 502(i) of ERISA or a tax imposed pursuant to Section 4975 or 4976 of the Code, Code and (xviii) there are no pending, or, to BCB’s knowledgethe knowledge of 39 Meadowbrook, threatened proceedings, investigations or claims (other than routine claims for benefits) by, on behalf of or against any of the Meadowbrook Plans or any trusts related thereto and (xi) the consummation of the transactions contemplated by this Agreement will not (1) entitle any current or former employee or officer of BCB or any ERISA Affiliate to severance pay, termination pay or any other payment, except as expressly provided in this Agreement or (2) accelerate the time of payment or vesting or increase the amount of compensation due any such employee or officerthereto.

Employee Benefit Plan Matters. (a) Schedule 4.11(a) of the BCB First Place Disclosure Schedules sets forth a true and complete list of each employee benefit plan, as the term is defined in Section 3 of the ERISA, and any other employee benefit arrangement or agreement that is sponsored, maintained or contributed to, to or required to be contributed to, to as of the date of this Agreement (collectively referred to as the “First Place Plans”) by BCB First Place or any of its Subsidiaries or by an ERISA AffiliateAffiliates, all of which together with First Place would be deemed a “single employer” within the meaning of Section 4001 in ERISA, for the benefit of any employee or former employee of BCB, any Subsidiary First Place or any ERISA Affiliate. (b) BCB has heretofore delivered to Pamrapo true and complete copies of each of the Plans and related trust instruments and all amendments thereto, the most recent summary plan description and summaries of material modifications thereto, underlying insurance contracts and (i) the actuarial report for any Plan (if applicable) for each of the last three (3) years, (ii) the most recent determination letter from the IRS (if applicable) for any Plan, (iii) the most recent two (2) years’ annual reports (Form 5500), together with all Schedules, as required, filed with the IRS or DOL for any Plan, (iv) any financial statements and opinions required by Section 103(e)(3) of ERISA with respect to each Plan, and (v) for any Plan which for ERISA purposes is a “top-hat” plan, a copy of any top-hat filing with the DOL. (c) . Except as set forth in Schedule 4.11(c4.11(b) of the BCB First Place Disclosure Schedules, (i) each of the First Place Plans has been operated and administered in all material respects in accordance with its terms and applicable law, including but not limited to ERISA and the Code, (ii) each of the First Place Plans intended to be “qualified” within the meaning of Section 401(a) of the Code has either (1) has received a favorable determination letter from the IRS, or (2) is or will be the subject of an application for a favorable determination letter, or (3) is set forth on a prototype document which is subject to a current opinion letter which has not expired and BCB First Place is not aware of any circumstances that could are reasonably be expected to result in the revocation or denial of any such favorable determination letter, (iii) with respect to each First Place Plan which is subject to Title IV of ERISA, the present value of accrued benefits under such First Place Plan, based upon the actuarial assumptions used for funding purposes in the most recent actuarial report prepared by such First Place Plan’s actuary with respect to such First Place Plan, did not, as of its latest valuation date, exceed the then current value of the assets of such First Place Plan allocable to such accrued benefits, (iv) no First Place Plan provides benefits, including without limitation death or medical benefits (whether or not insured), with respect to current or former employees of BCB, its Subsidiaries First Place or any of its ERISA Affiliate Affiliates beyond their retirement or other termination of service, other than (w) coverage mandated by applicable law, (x) death benefits or retirement benefits under any “employee pension plan,” as that term is defined in Section 3(2) of ERISA, (y) deferred compensation benefits accrued as liabilities on the books of BCB, First Place or its Subsidiaries or the ERISA Affiliates or (z) benefits the full cost of which is borne by the current or former employee (or his beneficiary), (v) no liability under Title IV of ERISA has been incurred by BCB, First Place or its Subsidiaries or any ERISA Affiliate Affiliates that has not been satisfied in full, and no condition exists that presents a material risk to BCB, its Subsidiaries First Place or a BCB First Place ERISA Affiliate of incurring a material liability thereunder, (vi) no First Place Plan is a “multiemployer pension plan,” as such term is defined in Section 3(37) of ERISA, (vii) each Plan that is a “nonqualified deferred compensation plan” (as defined in Section 409A(d)(1) of the Code) and which has not been terminated has been operated since January 1, 2006 in good faith compliance with Section 409A of the Code and the regulations issued under Section 409A of the Code, (viii) each Plan set forth on Schedule 4.11(a) can be terminated without payment of an additional contribution or amount, other than contributions and amounts required by the terms of the Plan without regard to the Plan’s termination, and without vesting or acceleration of any benefits provided under such Plan, other than vesting required by the Code as a result of a qualified Plan’s termination, (ix) all contributions or other amounts payable by BCB, First Place or its Subsidiaries or any ERISA Affiliates as of the Effective Time with respect to each First Place Plan which is subject to Title IV of ERISA in respect of current or prior plan years have been paid or accrued in accordance with GAAP and Section 412 of the CodeCode (if applicable), (xviii) neither BCB, its Subsidiaries First Place nor any ERISA Affiliate has engaged in a merger in connection with which BCB, its Subsidiaries First Place or any ERISA Affiliate could reasonably be expected to be subject to either a civil penalty assessed pursuant to Section 409 or 502(i) of ERISA or a tax imposed pursuant to Section 4975 or 4976 of the Code, (xix) there are no pending, or, to BCBFirst Place’s knowledge, threatened proceedings, investigations or anticipated claims (other than routine claims for benefits) by, on behalf of or against any of the First Place Plans or any trusts related thereto and (xi) the consummation of the transactions contemplated by this Agreement will not (1) entitle any current or former employee or officer of BCB or any ERISA Affiliate to severance pay, termination pay or any other payment, except as expressly provided in this Agreement or (2) accelerate the time of payment or vesting or increase the amount of compensation due any such employee or officerthereto.

Employee Benefit Plan Matters. (a) Schedule 4.11(a5.10(a) of the BCB Disclosure Schedules sets forth a true true, correct and complete list of all Penreco Benefit Plans. Schedule 5.10(a) identifies each employee benefit plan, as the term is defined in Section 3 of the ERISA, and any other employee benefit arrangement or agreement Penreco Benefit Plans that is sponsored, maintained or contributed to, or required subject to be contributed to, as Title IV of ERISA and each of the date of this Agreement (collectively referred to as the “Plans”) by BCB or any of its Subsidiaries or by an ERISA Affiliate, for the benefit of any employee or former employee of BCB, any Subsidiary or any ERISA AffiliatePenreco Benefit Plans that is a Multiemployer Plan. (b) BCB Schedule 5.10(a) separately identifies each Penreco Benefit Plan for which Penreco serves as the plan sponsor within the meaning of Section 3(16)(B) of ERISA or with respect to which no entity other than Penreco has any liability or maintains such plan. (c) Sellers have heretofore either made available to Purchaser or delivered to Pamrapo true Purchaser, as applicable, complete and complete correct copies of each of the Plans and related trust instruments following documents with respect to each Penreco Benefit Plan that is not a Multiemployer Plan: (i) the plan document and all amendments theretothereto (or if the Penreco Benefit Plan is not a written agreement, an accurate and complete written description thereof); (ii) Forms 5500, Annual Return/Report of Employee Benefit Plan, filed with the Internal Revenue Service (the “IRS”) for the three most recent annual periods; (iii) the most recent actuarial or valuation report; (iv) the most recent financial statement; (v) the most recent determination letter received from the IRS with respect to each Penreco Benefit Plan that is intended to qualify under Section 401 of the Code; (vi) any agreement directly relating to a Penreco Benefit Plan pursuant to which Penreco is obligated to indemnify any Person; (vii) the most recent summary plan description and all summaries of material modifications thereto; (viii) any correspondence from a Governmental Authority with respect to any matter that is still pending; (ix) the top-hat statement filed with the Department of Labor; and (x) the most recent FAS-106 report. (d) Neither the Sellers’ Interests nor any asset of Penreco or any ERISA Affiliate is the subject of any lien arising under Section 302(f) of ERISA or Section 412(n) of the Code; none of Sellers, underlying insurance contracts Penreco or any ERISA Affiliate has been required to post any security under Section 307 of ERISA or Section 401(a)(29) of the Code; and no fact or event exists that could reasonably be expected to give rise to any such lien or requirement to post any such security. For purposes of this Section 5.10(d), ConocoPhillips makes no warranty with respect to Zxxxxxxx or any of its Subsidiaries other than Penreco and its Subsidiaries, and Zxxxxxxx makes no warranty with respect to ConocoPhillips or any of its Subsidiaries other than Penreco and its Subsidiaries. (e) All material accrued obligations of Penreco, whether arising by operation of Law, by contract or by past custom, for compensation, including, but not limited to, bonuses, accrued vacation and paid leave, to its current and former officers, employees, consultants or agents, for Taxes and other obligations to any Governmental Authority payable by Penreco in connection with such compensation, and for payments with respect to any Penreco Benefit Plan, have been paid or adequate accruals for such obligations are reflected on the Financial Statements. (f) With respect to each Penreco Benefit Plan that is not a Multiemployer Plan and that is subject to Title IV of ERISA, Part 3 of Title I of ERISA or Section 412 of the Code: (i) no reportable event (within the actuarial report meaning of Section 4043 of ERISA, other than an event for any Plan (if applicablewhich the reporting requirements have been waived by regulations) for each of the last three (3) yearshas occurred, (ii) there was not an accumulated funding deficiency (within the meaning of Section 302 of ERISA or Section 412 of the Code), whether or not waived, as of the most recent determination letter from the IRS (if applicable) for any Planrecently ended plan year, (iii) all “required installments” within the most recent two (2meaning of Section 302(e) years’ annual reports (Form 5500)of ERISA and Section 412(m) of the Code, together with all Scheduleswhichever may apply, as required, filed with the IRS or DOL for any Planhave been made when due, (iv) none of Penreco or any financial statements and opinions ERISA Affiliate is required by to provide security under Section 103(e)(3307 of ERISA or Section 401(a)(29) of the Code, (v) all premiums (and interest charges and penalties for late payment, if applicable) have been paid when due to the Pension Benefit Guaranty Corporation (“PBGC”), (vi) other than routine Form 1 filings, no filing has been made by or on behalf of any ERISA Affiliate with the PBGC, (vii) no proceeding has been commenced by the PBGC to terminate any such plan, and (viii) no condition exists which constitutes grounds for the termination of any such plan by the PBGC. For purposes of this Section 5.10(f), ConocoPhillips makes no warranty with respect to each PlanZxxxxxxx or any of its Subsidiaries other than Penreco and its Subsidiaries, and (v) for Zxxxxxxx makes no warranty with respect to ConocoPhillips or any Plan which for ERISA purposes is a “top-hat” plan, a copy of any top-hat filing with the DOLits Subsidiaries other than Penreco and its Subsidiaries. (cg) Except as set forth No act, omission or transaction has occurred which would result in Schedule 4.11(c) the imposition on Penreco or any indemnitee thereof, of the BCB Disclosure Schedules, (i) each breach of fiduciary liability damages under Section 409 of ERISA, (ii) a civil penalty assessed pursuant to Section 502 of ERISA, (iii) a tax imposed pursuant to Chapter 43 of Subtitle D of the Plans Code or (iv) a penalty assessed pursuant to Section 6652 of the Code. (h) Each Penreco Benefit Plan that is not a Multiemployer Plan (i) has been maintained, operated and administered in all material respects in accordance with its terms and applicable law, including but not limited to ERISA and the CodeLaws, (ii) the terms of each of the Plans such plan comply with applicable Law and (iii) each such plan that is intended to be “qualified” within satisfy the meaning requirements of Section 401(a) of the Code complies, in form and operation, with the requirements of Section 401(a) of the Code. (1i) Each Penreco Benefit Plan that is intended to qualify under Section 401(a) of the Code has received a favorable determination letter from the IRS, (2) is or will be the subject of an application for a favorable determination letter, or (3) is set forth on a prototype document which is subject to a current opinion letter which has not expired IRS and BCB is not aware of any circumstances no condition exists that could be reasonably be expected to result in the revocation or denial of any such favorable determination letter. (j) Except and to the extent set forth on Schedule 5.10(j), (iii) with respect to each Plan which is subject to Title IV of ERISA, the present value of accrued benefits under such Plan, based upon the actuarial assumptions used for funding purposes in the most recent actuarial report prepared by such Plan’s actuary with respect to such Plan, did not, as of its latest valuation date, exceed the then current value of the assets of such Plan allocable to such accrued benefits, (iv) no Penreco Benefit Plan provides benefitsmedical, including without limitation death surgical, hospitalization, or medical life insurance benefits (whether or not insured), with respect to current insured by a third party) for employees or former employees of BCB, its Subsidiaries Penreco or any ERISA Affiliate Affiliate, for periods extending beyond their retirement or other termination terminations of serviceemployment, other than (w) coverage mandated by COBRA or similar applicable law, (x) death benefits or retirement benefits under any “employee pension plan,” as that term is defined in Section 3(2) of ERISA, (y) deferred compensation benefits accrued as liabilities on the books of BCB, its Subsidiaries or the ERISA Affiliates or (z) benefits the full cost of which is borne by the current or former employee (or his beneficiary), (v) no liability under Title IV of ERISA has been incurred by BCB, its Subsidiaries or any ERISA Affiliate that has not been satisfied in fullLaw, and no condition exists that presents a material risk commitments have been made to BCBprovide such coverage. For purposes of this Section 5.10(j), its Subsidiaries or a BCB ERISA Affiliate of incurring a material liability thereunder, (vi) ConocoPhillips makes no Plan is a “multiemployer pension plan,” as such term is defined in Section 3(37) of ERISA, (vii) each Plan that is a “nonqualified deferred compensation plan” (as defined in Section 409A(d)(1) of the Code) and which has not been terminated has been operated since January 1, 2006 in good faith compliance with Section 409A of the Code and the regulations issued under Section 409A of the Code, (viii) each Plan set forth on Schedule 4.11(a) can be terminated without payment of an additional contribution or amount, other than contributions and amounts required by the terms of the Plan without regard to the Plan’s termination, and without vesting or acceleration of any benefits provided under such Plan, other than vesting required by the Code as a result of a qualified Plan’s termination, (ix) all contributions or other amounts payable by BCB, its Subsidiaries or any ERISA Affiliates as of the Effective Time warranty with respect to each Plan Zxxxxxxx or any of its Subsidiaries other than Penreco and its Subsidiaries, and Zxxxxxxx makes no warranty with respect to ConocoPhillips or any of its Subsidiaries other than Penreco and its Subsidiaries. (k) Except with respect to the Long Term Incentive Plans (which is subject to Title IV of ERISA in respect of current or prior plan years have been paid or accrued will be terminated in accordance with GAAP Section 2.3(e)) and Section 412 certain accelerated vesting of benefits in the CodePenreco Savings and Investment Plan for Salaried Employees and the Penreco Savings and Investment Plan for Hourly Employees, (x) neither BCB, its Subsidiaries nor any ERISA Affiliate has engaged in a merger in connection with which BCB, its Subsidiaries or any ERISA Affiliate could be subject to either a civil penalty assessed pursuant to Section 409 or 502(i) of ERISA or a tax imposed pursuant to Section 4975 or 4976 of the Code, (x) there are no pending, or, to BCB’s knowledge, threatened proceedings, investigations or claims (other than routine claims for benefits) by, on behalf of or against any of the Plans or any trusts related thereto and (xi) the consummation of the transactions contemplated by this Agreement Agreement, either alone or in conjunction with another event (such as termination of employment), will not (1i) entitle any current or former employee or officer of BCB or any ERISA Affiliate Penreco to severance pay, termination pay or any other paymentpayment or benefit under a Penreco Benefit Plan, except as expressly provided in this Agreement or (2ii) accelerate the time of payment or vesting of benefits under a Penreco Benefit Plan or (iii) increase the amount of compensation due any current or former employee of Penreco. (l) Except for periodic review by the Internal Revenue Service under Cycle A with respect to the Penreco Pension Plan, the Savings and Investment Plan for Hourly Employees and the Salaried Employees Savings and Investment Plan, there is no legal proceeding, audit, examination or claim pending, or to Sellers’ Knowledge, threatened or contemplated relating to any Penreco Benefit Plan (other than routine claims for benefits). (m) Neither Penreco nor any ERISA Affiliate has (i) incurred any withdrawal liability with respect to a Multiemployer Plan or (ii) received any notification that any Multiemployer Plan is insolvent or in reorganization within the meaning of Title IV of ERISA. For purposes of this Section 5.10(m), ConocoPhillips makes no warranty with respect to Zxxxxxxx or any of its Subsidiaries other than Penreco and its Subsidiaries, and Zxxxxxxx makes no warranty with respect to ConocoPhillips or any of its Subsidiaries other than Penreco and its Subsidiaries. (n) The most recent financial statements and actuarial reports, if any, for the Penreco Benefit Plans reflect the financial condition and funding of the Penreco Benefit Plans as of the dates of such employee financial statements and actuarial reports, and no material adverse change has occurred with respect to the financial condition or officerfunding of the Penreco Benefit Plans since the dates of such financial statements and actuarial reports. (o) Schedule 5.10(o) sets forth a true, correct and complete list of all relocation agreements, reimbursement agreements, and other similar compensation arrangements with Affected Employees that require the fulfillment of any obligations, liabilities or payments by Penreco on or after the Closing Date. (p) None of Sellers, Penreco or any ERISA Affiliate has any potential liability, contingent or otherwise, under the Coal Industry Retiree Health Benefits Act of 1992; and neither Penreco nor any entity that was ever an ERISA Affiliate was, on July 20, 1992, required to be treated as a single employer under Section 414 of the Code together with an entity that was ever a party to any collective bargaining agreement or any other agreement with the United Mine Workers of America. For purposes of this Section 5.10(p), ConocoPhillips makes no warranty with respect to Zxxxxxxx or any of its Subsidiaries other than Penreco and its Subsidiaries, and Zxxxxxxx makes no warranty with respect to ConocoPhillips or any of its Subsidiaries other than Penreco and its Subsidiaries. (q) Schedule 5.10(q)(i) sets forth a true, correct and complete list of each Affected Employee (a “Schedule 5.10(q) Employee”) with respect to whom Penreco is obligated to provide, on termination of employment of the Schedule 5.10(q) Employee with Penreco or its successor in interest, a lump sum cash payment calculated under an agreement between Penreco and the Schedule 5.10(q) Employees (the “Severance Agreement”). No benefit is payable under the Severance Agreement with respect to any Person other than the Schedule 5.10(q) Employees. Schedule 5.10(q)(ii) sets forth all of the terms and provisions of the Severance Agreement. The rights of the Schedule 5.10(q) Employees under the Severance Agreement were earned and vested prior to January 1, 2005. The lump sum cash payment payable by Penreco under the Severance Agreement to a Schedule 5.10(q) Employee is limited to an amount equal to two times the annual compensation paid to such Schedule 5.10(q) Employee by Penreco or its successor in interest in the calendar year immediately preceding the date on which the Schedule 5.10(q) Employee’s employment with Penreco or its successor in interest terminates.