Common use of Employee Benefit Plans and Employee Matters Clause in Contracts

Employee Benefit Plans and Employee Matters. (a) At or as soon as practicable following the Effective Time, Summit shall provide employees of PSB with employee benefit plans substantially similar in the aggregate to those provided to similarly situated employees of Summit, Summit shall cause any and all pre-existing condition limitations (to the extent such limitations did not apply to a pre-existing condition under the PSB Benefit Plans and eligibility waiting periods under group health plans to be waived with respect to such participants and their eligible dependents, and to the extent permitted by Summit’s benefit plans, all PSB employees will receive credit for years of service with PSB and its predecessors prior to the Effective Time for purposes of eligibility and vesting but not for purposes of benefit accrual under Summit’s benefit plans, except this Section 6.7(a)(iii) will not apply to the Summit Financial Group, Inc. Employee Stock Ownership Plan and no prior service credit will be granted for any purpose under such plan. (b) Except for employees of PSB or Provident State Bank with individual agreements that provide for payment of severance under certain circumstances (who will be paid severance only in accordance with such agreements), Summit agrees that each employee of PSB or Provident State Bank who is involuntarily terminated by Summit or any of its Subsidiaries (other than for cause) concurrently with the Closing or within twelve (12) months of the Closing shall receive two weeks of severance per full year of service with PSB or Provident State Bank, as the case may be, with a minimum of four (4) weeks of severance pay and a maximum of twenty-six (26) weeks of severance pay. (c) All persons who are employees of PSB or its Subsidiaries immediately prior to the Effective Time and whose employment is not terminated, if any, at or prior to the Effective Time shall be employed at will, and no contractual right with respect to employment shall inure to such employees because of this Agreement, except as otherwise contemplated by this Agreement. Summit shall honor all PSB employment, supplemental retirement and change of control agreements existing as of the date of this Agreement that have been disclosed to Summit, unless otherwise agreed by the Parties thereto. (d) PSB agrees that its employee welfare benefit plans, as defined in ERISA § 3(1) (each, a “Welfare Plan”), may be, provided that their terms and conditions so allow, terminated, modified or merged into Summit’s Welfare Plans on or after the Closing Date, as determined by Summit in its sole discretion, subject to compliance with applicable law so long as any such action does not reduce any benefits already earned thereunder. If requested in writing by Summit not less than thirty (30) days before the Closing Date, PSB will take, and will cause Provident State Bank to take, all action necessary to terminate any PSB Welfare Plan, effective no later than immediately before the Closing Date. In addition, as of the Closing Date Summit shall provide any benefits to which PSB employees or their respective spouses, former spouses or other qualifying beneficiaries may be entitled by reason of qualifying events occurring prior to, on or after the Closing Date pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, or other applicable law, from and after the Closing Date through the remaining legally-required period of coverage. (e) If requested by Summit not later than thirty (30) days before the Closing Date, PSB shall take, and will cause Provident State Bank to take, such action as may be necessary to terminate its 401(k) plan and trust not later than immediately prior to the Closing Date and contingent upon the occurrence of the Closing, including accruing the estimated expense associated with terminating its 401(k) plan and trust. If requested or approved by Summit, PSB will file with the IRS an Application for Determination upon Termination with respect to the termination of such plan. Following the receipt of a favorable determination letter from the IRS relating to the termination of the 401(k) plan and trust, the assets of each plan shall be distributed to participants or rolled into Summit’s 401k/profit sharing plan, as permitted by such plan or applicable law. Notwithstanding the foregoing, the 401(k) plan trustee may, but is not required to, except to the extent necessary to comply with the plan or Applicable Legal Requirements, make distributions to certain non-continuing PSB employees before the receipt of a favorable determination letter. In the event a favorable ruling is not issued, PSB agrees that termination of the 401(k) plan shall not occur and the 401(k) plan shall not be merged with Summit’s 401(k) plan.

Employee Benefit Plans and Employee Matters. (a) At or as soon as practicable following the Effective Time, (i) Summit shall provide employees of PSB Peoples with employee benefit plans substantially similar in the aggregate to those provided to similarly situated employees of Summit, (ii) Summit shall cause any and all pre-existing condition limitations (to the extent such limitations did not apply to a pre-existing condition under the PSB Compensation and Benefit Plans Plans) and eligibility waiting periods under group health plans to be waived with respect to such participants and their eligible dependents, and (iii) to the extent permitted by Summit’s benefit plans, all PSB Peoples employees will receive credit for years of service with PSB Peoples and its predecessors prior to the Effective Time for purposes of eligibility and vesting but not for purposes of benefit accrual under Summit’s benefit plans, except this Section 6.7(a)(iii) will not apply to the Summit Financial Group, Inc. Employee Stock Ownership Plan and no prior service credit will be granted for any purpose under such that plan. (b) Except for employees of PSB or Provident State First Peoples Bank with individual agreements that provide for payment of severance under certain circumstances (who will be paid severance only in accordance with such agreements), Summit agrees that each employee of PSB or Provident State First Peoples Bank who is involuntarily terminated by Summit or any of its Subsidiaries (other than for cause) concurrently with the Closing on or within twelve (12the time period set forth on Section 6.7(b) months of the Closing Peoples Disclosure Schedule shall receive two weeks a severance payment equal to the amount set forth on Section 6.7(b) of the Peoples Disclosure Schedule, but only if such employee does not have rights to a severance per full year of service with PSB or Provident State Bankpayment under an employment agreement, as the in which case may be, with a minimum of four (4) weeks of no severance pay and a maximum of twenty-six (26) weeks of severance paypayment shall be made to such employee pursuant to this Section 6.7(b). (c) All persons who are employees of PSB or its Subsidiaries immediately prior to the Effective Time and whose employment is not terminated, if any, at or prior to the Effective Time shall be employed at will, and no contractual right with respect to employment shall inure to such employees because of this Agreement, except as otherwise contemplated by this Agreement. Summit shall honor all PSB employment, supplemental retirement and change of control agreements existing as of the date of this Agreement that have been disclosed to Summit, unless otherwise agreed by the Parties thereto. (d) PSB agrees that its employee welfare benefit plans, as defined in ERISA § 3(1) (each, a “Welfare Plan”), may be, provided that their terms and conditions so allow, terminated, modified or merged into Summit’s Welfare Plans on or after the Closing Date, as determined by Summit in its sole discretion, subject to compliance with applicable law so long as any such action does not reduce any benefits already earned thereunder. If requested in writing by Summit not less than thirty (30) days before the Closing Date, PSB will take, and will cause Provident State Bank to take, all action necessary to terminate any PSB Welfare Plan, effective no later than immediately before the Closing Date. In addition, as of the Closing Date Summit shall provide any benefits to which PSB employees or their respective spouses, former spouses or other qualifying beneficiaries may be entitled by reason of qualifying events occurring prior to, on or after the Closing Date pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, or other applicable law, from and after the Closing Date through the remaining legally-required period of coverage. (e) If requested by Summit not later than thirty (30) days before the Closing Date, PSB Peoples shall take, and will cause Provident State Bank to take, take such action as may be necessary to terminate its 401(k) plan and trust not later than immediately prior to the Closing Date and contingent upon the occurrence of the ClosingDate, including accruing the estimated expense associated with terminating its 401(k) plan and trust. If requested or approved by Summit, PSB Peoples will file with the IRS an Application for Determination upon Termination with respect to the termination of such plan. Following the receipt of a favorable determination letter from the IRS relating to the termination of the 401(k) plan and trust, the assets of each plan shall be distributed to participants or rolled into Summit’s 401k/profit sharing plan, as permitted by such plan or applicable law. Notwithstanding the foregoing, the 401(k) plan trustee may, but is not required to, except to the extent necessary to comply with the plan or Applicable Legal Requirements, make distributions to certain non-continuing PSB Peoples employees before the receipt of a favorable determination letter. In the event a favorable ruling is not issued, PSB Peoples agrees that termination of the 401(k) plan shall not occur and the 401(k) plan shall not be merged with Summit’s 401(k) plan. (d) Peoples agrees that its employee welfare benefit plans, as defined in ERISA § 3(1) (each, a “Welfare Plan”), may be, provided that their terms and conditions so allow, terminated, modified or merged into Summit’s Welfare Plans on or after the Closing Date, as determined by Summit in its sole discretion, subject to compliance with applicable law so long as any such action does not reduce any benefits already earned thereunder. If requested in writing by Summit not less than thirty (30) days before the Closing Date, Peoples will take, and will cause First Peoples Bank to take, all action necessary to terminate any Peoples Welfare Plan, effective no later than immediately before the Closing Date.

Employee Benefit Plans and Employee Matters. (a) At or as soon as practicable following the Effective Time, (i) Summit shall provide employees of PSB First Century with employee benefit plans substantially similar in the aggregate to those provided to similarly situated employees of Summit, (ii) Summit shall cause any and all pre-existing condition limitations (to the extent such limitations did not apply to a pre-existing condition under the PSB Compensation and Benefit Plans Plans) and eligibility waiting periods under group health plans to be waived with respect to such participants and their eligible dependents, and (iii) to the extent permitted by Summit’s benefit plans, all PSB First Century employees will receive credit for years of service with PSB First Century and its predecessors prior to the Effective Time for purposes of eligibility and vesting but not for purposes of benefit accrual under Summit’s benefit plans, except this Section 6.7(a)(iii) will not apply to the Summit Financial Group, Inc. Employee Stock Ownership Plan and no prior service credit will be granted for any purpose under such that plan. (b) Except for employees of PSB or Provident State First Century Bank with individual agreements that provide for payment of severance under certain circumstances (who will be paid severance only in accordance with such agreementsagreements and shall not have a right to employer-paid outplacement services), Summit agrees that (i) (A) each employee of PSB First Century Bank who is a Vice President or Provident State Bank more senior and who is involuntarily terminated by Summit or any of its Subsidiaries (other than for cause) concurrently with the Closing on or within twelve (12) months of the Closing time period set forth on First Century Disclosure Schedule 6.7(b), shall receive two weeks a severance payment equal to the amount set forth on First Century Disclosure Schedule 6.7(b) and (B) each employee of First Century Bank other than any employee for whom subsection (A) of this Section 6.7(b) applies and who is involuntarily terminated by Summit or any of its Subsidiaries (other than for cause) on or within the time period set forth on First Century Disclosure Schedule 6.7(b), shall receive a severance per full year payment equal to the amount set forth on First Century Disclosure Schedule 6.7(b), but only if such employee does not have rights to a severance payment under an employment agreement, in which case no severance payment shall be made to such employee pursuant to this Section 6.7(b), and (ii) it will reimburse costs associated with reasonable outplacement services actually incurred no later than the date that is set forth on First Century Disclosure Schedule 6.7(b), so that after reimbursement, such services will be at no cost to the employee; provided that (A) documentation of service with PSB or Provident State Bank, as such expenses is provided to Summit by the case may be, with a minimum of four terminated employee and (4B) weeks of severance pay and a maximum of twenty-six (26) weeks of severance paysuch services are provided by an outplacement agency selected by Summit. (c) All persons who are employees of PSB or If requested by Summit not later than thirty (30) days before the Closing Date, First Century shall take such action as may be necessary to terminate its Subsidiaries 401(k) plan and the First Century Profit Sharing Plan and Trust not later than immediately prior to the Effective Time Closing Date, including accruing the estimated expense associated with terminating its 401(k) plan and whose employment is not terminatedthe First Century Profit Sharing Plan and Trust. If requested or approved by Summit, if any, at or prior to First Century will file with the Effective Time shall be employed at will, and no contractual right IRS an Application for Determination upon Termination with respect to employment shall inure the termination of such plans. Following the receipt of a favorable determination letter from the IRS relating to such employees because of this Agreement, except as otherwise contemplated by this Agreement. Summit shall honor all PSB employment, supplemental retirement and change of control agreements existing as the termination of the date 401(k) plan and the First Century Profit Sharing Plan and Trust, the assets of this Agreement each plan shall be distributed to participants or rolled into Summit’s 401k/profit sharing plan, as permitted by such plan or applicable law. Notwithstanding the foregoing, the 401(k) plan trustee may make distributions to all non-continuing First Century employees before the receipt of a favorable determination letter. In the event a favorable ruling is not issued, First Century agrees that have been disclosed to termination of the 401(k) plan shall not occur and the 401(k) plan shall not be merged with Summit, unless otherwise agreed by the Parties thereto’s 401(k) plan. (d) PSB First Century agrees that its employee welfare benefit plans, as defined in ERISA § 3(1) (each, a “Welfare Plan”), may be, provided that their terms and conditions so allow, terminated, modified or merged into Summit’s Welfare Plans on or after the Closing Date, as determined by Summit in its sole discretion, subject to compliance with applicable law so long as any such action does not reduce any benefits already earned thereunder. If requested in writing by Summit not less than thirty (30) days before the Closing Date, PSB First Century will take, and will cause Provident State First Century Bank to take, all action necessary to terminate any PSB First Century Welfare Plan, effective no later than immediately before the Closing Date. In addition, as of the Closing Date Summit shall provide any benefits to which PSB employees or their respective spouses, former spouses or other qualifying beneficiaries may be entitled by reason of qualifying events occurring prior to, on or after the Closing Date pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, or other applicable law, from and after the Closing Date through the remaining legally-required period of coverage. (e) If requested by Summit not Not later than the next regularly scheduled meeting of the First Century Board following the execution of this Agreement, First Century shall adopt a Board of Directors’ resolution to terminate the First Century Bankshares, Inc. and Affiliates Employees’ Pension Plan (the “Defined Benefit Plan”) and to commence a “standard termination” thereof pursuant to Section 4041(b) of ERISA (29 U.S.C. § 1341(b)), including the adoption of any plan amendments necessary to effectuate such termination. Within thirty (30) days before after such action, First Century shall notify participants and the Pension Benefit Guaranty Corporation (“PBGC”) of First Century’s intent to terminate the Defined Benefit Plan. First Century shall designate and defend a termination date that is as early as possible under ERISA and the regulations of the PBGC. Prior to the Closing Date, PSB First Century shall take, and will cause Provident State Bank to take, such action as may be necessary to terminate its 401(keither: (i) plan and trust not later than immediately if the date of actual distribution is prior to the Closing Date and contingent upon Date, make any contributions to the occurrence Defined Benefit Plan necessary to pay all benefits under the Defined Benefit Plan (including the cost of purchasing annuities) determined as of the date of actual distribution or (ii) if the actual distribution date is not prior to the Closing Date, fund the Defined Benefit Plan to the level sufficient to purchase annuities for participants and beneficiaries who have not irrevocably waived payment of an annuity benefit and otherwise fund the termination liability thereof as estimated by a valuation reasonably acceptable to Summit, prior to the consummation of the Merger, and to complete those tasks that First Century is reasonably able to timely complete under Applicable Legal Requirements prior to Closing, including accruing respecting the estimated expense associated with terminating its 401(k) plan termination of the Defined Benefit Plan in a standard termination. First Century shall provide the PBGC and trust. If requested or approved by participants and beneficiaries in the Defined Benefit Plan, and Summit, PSB will if such actual final distribution is not completed prior to the Closing Date, all information reasonably needed to complete the termination of the Defined Benefit Plan and otherwise reasonably cooperate with the PBGC in effecting the termination of the Defined Benefit Plan pursuant to Section 4041(b) of ERISA. First Century shall keep Summit reasonably informed of the progress of the termination proceedings and shall immediately notify Summit if PBGC notifies First Century that the termination of the Defined Benefit Plan does not meet the requirements for a standard termination or if the PBGC proposes a termination date later than the date proposed by First Century. First Century may file with the IRS an Application for Determination upon Termination with respect to the termination of the Defined Benefit Plan. If such plan. Following a determination is not received by the Closing Date, Summit may elect whether to distribute assets to participants prior to receipt of a favorable determination letter from the IRS relating to the termination of the 401(k) plan and trust, the assets of each plan shall be distributed to participants or rolled into Summit’s 401k/profit sharing plan, as permitted by such plan or applicable law. Notwithstanding the foregoing, the 401(k) plan trustee may, but is not required to, except to the extent necessary to comply with the plan or Applicable Legal Requirements, make distributions to certain non-continuing PSB employees before the receipt of a favorable determination letter. In the event a favorable ruling is not issued, PSB agrees that termination of the 401(k) plan shall not occur and the 401(k) plan shall not be merged with Summit’s 401(k) plan.

Employee Benefit Plans and Employee Matters. (a) At or as soon as practicable following the Effective Time, Summit shall provide employees of PSB WinFirst with employee benefit plans substantially similar in the aggregate to those provided to similarly situated employees of Summit, Summit shall cause any and all pre-existing condition limitations (to the extent such limitations did not apply to a pre-existing condition under the PSB WinFirst Benefit Plans Plans) and eligibility waiting periods under group health plans to be waived with respect to such participants and their eligible dependents, and to the extent permitted by Summit’s benefit plans, all PSB WinFirst employees will receive credit for years of service with PSB WinFirst and its predecessors prior to the Effective Time for purposes of eligibility and vesting but not for purposes of benefit accrual under Summit’s benefit plans, except this Section 6.7(a)(iii6.5(a) will not apply to the Summit Financial Group, Inc. Employee Stock Ownership Plan and no prior service credit will be granted for any purpose under such that plan. (b) Except for employees of PSB or Provident State WinFirst Bank with individual agreements that provide for payment of severance under certain circumstances (who will be paid severance only in accordance with such agreements), Summit agrees that each employee of PSB or Provident State WinFirst Bank who is involuntarily terminated by Summit or any of its Subsidiaries (other than for cause) concurrently with the Closing or within twelve (12) months of the Closing shall receive two weeks of severance per full year of service with PSB or Provident State WinFirst Bank, as the case may be, with a minimum of four (4) weeks of severance pay and a maximum of twenty-six (26) weeks of severance pay. (c) All persons who are employees If requested by Summit not later than sixty-five (65) days before the Closing Date, WinFirst shall take such action as may be necessary, including, but not limited to, sending sixty (60) days’ notice to Pentegra, the sponsor of PSB or its Subsidiaries the Pentegra Defined Contribution Plan, to terminate the participation of WinFirst in the Pentegra Defined Contribution Plan not later than immediately prior to the Effective Time and whose employment is not terminatedClosing Date, if any, at or prior to including accruing the Effective Time shall be employed at will, and no contractual right estimated expense associated with respect to employment shall inure to such employees because termination of this Agreement, except as otherwise contemplated by this Agreement. Summit shall honor all PSB employment, supplemental retirement and change of control agreements existing as of participation in the date of this Agreement that have been disclosed to Summit, unless otherwise agreed by the Parties theretoPentegra Defined Contribution Plan. (d) PSB WinFirst agrees that its employee welfare benefit plans, as defined in ERISA § 3(1) (each, a “Welfare Plan”), may be, provided that their terms and conditions so allow, terminated, modified or merged into Summit’s Welfare Plans on or after the Closing Date, as determined by Summit in its sole discretion, subject to compliance with applicable law so long as any such action does not reduce any benefits already earned thereunder. If requested in writing by Summit not less than thirty (30) days before the Closing Date, PSB WinFirst will take, and will cause Provident State WinFirst Bank to take, all action necessary to terminate any PSB WinFirst Welfare Plan, effective no later than immediately before the Closing Date. In addition, as of the Closing Date Summit shall provide any benefits to which PSB WinFirst employees or their respective spouses, former spouses or other qualifying beneficiaries may be entitled by reason of qualifying events occurring prior to, on or after the Closing Date pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, or other applicable law, from and after the Closing Date through the remaining legally-required period of coverage. (e) If requested by Summit not later than thirty (30agrees to make the payments set forth on Section 6.5(e) days before the Closing Date, PSB shall take, and will cause Provident State Bank to take, such action as may be necessary to terminate its 401(k) plan and trust not later than immediately prior to the Closing Date and contingent upon the occurrence of the Closing, including accruing the estimated expense associated with terminating its 401(k) plan and trust. If requested or approved by Summit, PSB will file WinFirst Disclosure Schedule in accordance with the IRS an Application for Determination upon Termination with respect to the termination of such plan. Following the receipt of a favorable determination letter from the IRS relating to the termination of the 401(k) plan and trust, the assets of each plan shall be distributed to participants or rolled into Summit’s 401k/profit sharing plan, as permitted by such plan or applicable law. Notwithstanding the foregoing, the 401(k) plan trustee may, but is not required to, except to the extent necessary to comply with the plan or Applicable Legal Requirements, make distributions to certain non-continuing PSB employees before the receipt of a favorable determination letter. In the event a favorable ruling is not issued, PSB agrees that termination of the 401(k) plan shall not occur and the 401(k) plan shall not be merged with Summit’s 401(k) planterms thereof.

Employee Benefit Plans and Employee Matters. (a) At or as soon as practicable following the Effective Time, (i) Summit shall provide employees of PSB Cornerstone with employee benefit plans substantially similar in the aggregate to those provided to similarly situated employees of Summit, (ii) Summit shall cause any and all pre-existing condition limitations (to the extent such limitations did not apply to a pre-existing condition under the PSB Cornerstone Benefit Plans and eligibility waiting periods under group health plans to be waived with respect to such participants and their eligible dependents, and (iii) to the extent permitted by Summit’s benefit plans, all PSB Cornerstone employees will receive credit for years of service with PSB Cornerstone and its predecessors prior to the Effective Time for purposes of eligibility and vesting but not for purposes of benefit accrual under Summit’s benefit plans, except this Section 6.7(a)(iii) will not apply to the Summit Financial Group, Inc. Employee Stock Ownership Plan and no prior service credit will be granted for any purpose under such plan. (b) Except for employees of PSB or Provident State Cornerstone Bank with individual agreements that provide for payment of severance under certain circumstances (who will be paid severance only in accordance with such agreements), Summit agrees that each employee of PSB or Provident State Cornerstone Bank who is involuntarily terminated by Summit or any of its Subsidiaries (other than for cause) concurrently with the Closing or within twelve (12) months of the Closing shall receive two weeks of severance per full year of service with PSB or Provident State Cornerstone Bank, as the case may be, with a minimum of four (4) weeks of severance pay and a maximum of twenty-six (26) weeks of severance pay. (c) All persons who are employees of PSB or its Subsidiaries immediately prior to the Effective Time and whose employment is not terminated, if any, at or prior to the Effective Time shall be employed at will, and no contractual right with respect to employment shall inure to such employees because of this Agreement, except as otherwise contemplated by this Agreement. Summit shall honor all PSB employment, supplemental retirement and change of control agreements existing as of the date of this Agreement that have been disclosed to Summit, unless otherwise agreed by the Parties thereto. (d) PSB Cornerstone agrees that its employee welfare benefit plans, as defined in ERISA § 3(1) (each, a “Welfare Plan”), may be, provided that their terms and conditions so allow, terminated, modified or merged into Summit’s Welfare Plans on or after the Closing Date, as determined by Summit in its sole discretion, subject to compliance with applicable law so long as any such action does not reduce any benefits already earned thereunder. If requested in writing by Summit not less than thirty (30) days before the Closing Date, PSB Cornerstone will take, and will cause Provident State Cornerstone Bank to take, all action necessary to terminate any PSB Cornerstone Welfare Plan, effective no later than immediately before the Closing Date. In addition, as of the Closing Date Summit shall provide any benefits to which PSB Cornerstone employees or their respective spouses, former spouses or other qualifying beneficiaries may be entitled by reason of qualifying events occurring prior to, on or after the Closing Date pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, or other applicable law, from and after the Closing Date through the remaining legally-required period of coverage. (e) If requested by Summit not later than thirty (30) days before the Closing Date, PSB shall take, and will cause Provident State Bank to take, such action as may be necessary to terminate its 401(k) plan and trust not later than immediately prior to the Closing Date and contingent upon the occurrence of the Closing, including accruing the estimated expense associated with terminating its 401(k) plan and trust. If requested or approved by Summit, PSB will file with the IRS an Application for Determination upon Termination with respect to the termination of such plan. Following the receipt of a favorable determination letter from the IRS relating to the termination of the 401(k) plan and trust, the assets of each plan shall be distributed to participants or rolled into Summit’s 401k/profit sharing plan, as permitted by such plan or applicable law. Notwithstanding the foregoing, the 401(k) plan trustee may, but is not required to, except to the extent necessary to comply with the plan or Applicable Legal Requirements, make distributions to certain non-continuing PSB employees before the receipt of a favorable determination letter. In the event a favorable ruling is not issued, PSB agrees that termination of the 401(k) plan shall not occur and the 401(k) plan shall not be merged with Summit’s 401(k) plan.