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

Employee Benefit Plans and Employee Payments. (a) Horizon shall make available to the officers and employees of WBKC or any Subsidiary who continue as employees of Horizon or any Subsidiary after the Effective Time (“Continuing Employees”), substantially the same employee benefits as are generally available to similarly-situated Horizon employees. (b) Horizon and WBKC agree to address any issues related to the differences between the vacation and paid time off policies of WBKC and any Subsidiary (including, without limitation, any banked paid time) and the vacation and paid time off policies of Horizon and communicate the proposed reconciliation of the policies to the Continuing Employees prior to the Effective Time. Effective as of the later of the Effective Time or the date on which the Horizon vacation and paid time off policies are made available to the Continuing Employees, such Continuing Employees will be subject to the terms and conditions of the Horizon vacation/paid time off policy in place for similarly situated employees of Horizon, with credit given for all prior years of service with WBKC or any Subsidiary for purposes of determining vacation pay eligibility and the amount of such vacation pay. (c) Continuing Employees will receive credit for prior service with WBKC or its Subsidiaries, or their predecessors, for purposes of eligibility and vesting (but not benefit accrual) under the employee benefit plans of Horizon and its Subsidiaries. The Horizon 401(k) Plan will be amended as provided in Section 5.17(f) of this Agreement and the Horizon ESOP will be amended as provided in Section 5.16(g)of this Agreement. (d) To the extent a WBKC employee benefit plan is terminated at or prior to the Effective Time, Continuing Employees shall become eligible to participate in Horizon’s similar employee benefit plans, if any, as of the Effective Time. To the extent a WBKC employee benefit plan is terminated after the Effective Time, Continuing Employees shall become eligible to participate in Horizon’s similar employee benefit plans, if any, on the date of such plan termination. Horizon will use its reasonable best efforts to: (i) avoid subjecting Continuing Employees to any waiting periods or additional pre-existing condition limitations under the health and dental plans of Horizon or its Subsidiaries in which they are eligible to participate than they otherwise would have been subject to under the health and dental plans of WBKC; and (ii) give credit under the applicable plan for any deductibles and co-insurance payments made by such Continuing Employees under the corresponding WBKC plan during the balance of the then current 12-month period of coverage. (e) To the extent permitted under the terms of any tax-qualified retirement plan maintained by Horizon after the Effective Time and subject to the terms and conditions thereof, such plan shall accept “eligible rollover distributions” (within the meaning of Code Section 402(c)(4)) of cash amounts received from the Bank 401(k) Plan with respect to any Continuing Employees. (f) Horizon may elect to continue to maintain all fully insured employee welfare benefit and cafeteria plans currently in effect at the Effective Time until such time as Horizon determines, in its sole discretion, to modify or terminate any or all of those plans. Claims incurred under the employee welfare benefit and cafeteria plans prior to plan termination shall be paid in accordance with the applicable plan’s claim submission procedures and deadlines. (g) Until the Effective Time, WBKC or a Subsidiary of WBKC, whichever is applicable, shall be liable for all obligations for continued health coverage pursuant to Section 4980B of the Code and Sections 601 through 609 of ERISA (“COBRA”) for eligible employees who incur a qualifying event before the Effective Time. Horizon or a Horizon Subsidiary, whichever is applicable, shall, after the Effective Time, be liable for (i) all obligations for continued health coverage under COBRA with respect to each qualified beneficiary of WBKC or a Subsidiary of WBKC who incurs a termination on and after the Effective Time, and (ii) for continued health coverage under COBRA from and after the Effective Time for each qualified beneficiary of WBKC or a Subsidiary of WBKC who incurs a qualifying event before the Effective Time. (h) Except for the employees identified in Section 5.20 and any other employee receiving a separate change in control, severance or similar payment in connection with the Closing of the Merger, those employees of Wolverine Bank as of the Effective Time: (i) who are still employed by Wolverine Bank and who Horizon or its Subsidiaries elect not to employ after the Effective Time or who are terminated other than for cause (as determined by Horizon and/or pursuant to its policies or any agreement applicable to the employee) within twelve (12) months after the Effective Date or who resign because they are not being offered a comparable position with Horizon Bank that is within a twenty-five (25) mile radius of the current address of their primary work location at Wolverine Bank; and (ii) who sign and deliver a termination and release agreement in a form substantially similar to the agreement provided in Section 6.03(h) of the Horizon Disclosure Schedule, shall be entitled to severance pay in the amount described in Section 6.03(h) of the Horizon Disclosure Schedule. Such employees, who sign and deliver the termination and release agreement, will receive their severance in a lump-sum payment within sixty (60) days of termination of employment. Furthermore, any of such terminated employees shall be entitled to continuation coverage under Horizon Bank’s group health plans as required by COBRA, subject to timely election and payment of the applicable COBRA premium by such terminated employees. In addition, Horizon, at its expense, will provide group career counseling for the Wolverine Bank employees who will not be continuing with Horizon and will make professional career counseling services available through its internal employee assistance program for up to four (4) visits per employee. Nothing in this Section shall be deemed to limit or modify Horizon’s or Horizon Bank’s at-will employment policy or any employee’s at-will employment status.

Employee Benefit Plans and Employee Payments. (a) Horizon NWIN shall make available to the officers and employees of WBKC or any Subsidiary who continue as employees of Horizon or any Subsidiary after the Effective Time (“Continuing Employees”), Retained Employees substantially the same employee benefits as are generally available to similarly-situated Horizon all NWIN employees. (b) Horizon NWIN and WBKC AJSB agree to address any issues related to the differences between the vacation and paid time off policies of WBKC AJSB and any Subsidiary (including, without limitation, any banked paid policy providing for the accrual of sick time) and the vacation and paid time off AGREEMENT AND PLAN OF MERGER PAGE 57 policies of Horizon NWIN, and communicate the proposed reconciliation of the policies to the Continuing Retained Employees prior to the Effective Time. Effective as of the later of the Effective Time or the date on which the Horizon NWIN vacation and paid time off policies are made available to the Continuing Retained Employees, such Continuing Retained Employees will be subject to the terms and conditions of the Horizon NWIN vacation/paid time off policy in place for similarly situated employees of HorizonNWIN, with credit given for all prior years of service with WBKC AJSB or any Subsidiary for purposes of determining vacation pay eligibility and the amount of such vacation pay. (c) Continuing Retained Employees will receive credit for prior service with WBKC AJSB or its Subsidiaries, or their predecessors, (i) for purposes of eligibility and vesting (but not benefit accrual) under the employee benefit plans of Horizon NWIN and its Subsidiaries. The Horizon 401(kSubsidiaries and (ii) Plan will be amended as provided in Section 5.17(f) of this Agreement for all purposes under any welfare plan, severance plan and the Horizon ESOP will be amended as provided in Section 5.16(g)of this Agreementsimilar arrangements maintained by NWIN and/or any Subsidiary. (d) To the extent a WBKC an AJSB employee benefit plan is terminated at or prior to the Effective Time, Continuing Retained Employees shall become eligible to participate in HorizonNWIN’s similar employee benefit plans, if any, as of the Effective Time. To the extent a WBKC an AJSB employee benefit plan is terminated after the Effective Time, Continuing Retained Employees shall become eligible to participate in HorizonNWIN’s similar employee benefit plans, if any, on the date of such plan termination. Horizon NWIN will use its reasonable best efforts to: (i) avoid subjecting Continuing Retained Employees to any waiting periods or additional pre-existing condition limitations under the health and dental plans of Horizon NWIN or its Subsidiaries in which they are eligible to participate than they otherwise would have been subject to under the health and dental plans of WBKCAJSB; and (ii) give credit under the applicable plan for any deductibles and co-insurance payments made by such Continuing Retained Employees under the corresponding WBKC AJSB plan during the balance of the then current 12year-month end period of coverage. (e) To the extent permitted under the terms of any tax-qualified retirement plan maintained by Horizon NWIN after the Effective Time and subject to the terms and conditions thereof, such plan shall accept “eligible rollover distributions” (within the meaning of Code Section 402(c)(4)) of cash amounts received from the AJS Bank 401(k) Plan ESOP with respect to any Continuing Retained Employees. (f) Horizon Consistent with Section 5.18 of this Agreement, NWIN may elect to continue to maintain maintain, at the Effective Time, all fully insured employee welfare benefit and cafeteria plans of AJSB or any of its Subsidiaries that are currently in effect at the Effective Time until such time as Horizon NWIN determines, in its sole discretion, to modify or terminate any or all of those plans; provided, however neither NWIN nor any of its Subsidiaries shall terminate the existing coverage of any Retained Employee or his or her dependent under any AJSB or AJS Bank health plans prior to the time such Continuing Employee and his or her dependent is participating in the health plans, programs and benefits common to all employees of NWIN and its Subsidiaries and their dependents. Claims incurred under the employee welfare benefit and cafeteria plans of AJSB or any of its Subsidiaries prior to plan termination shall be paid in accordance with the applicable plan’s claim submission procedures and deadlines. (g) Until the Effective Time, WBKC AJSB or a Subsidiary of WBKCAJSB, whichever is applicable, shall be liable for all obligations for continued health coverage pursuant to Section 4980B of the Code and Sections 601 through 609 of ERISA (“COBRA”) under COBRA for eligible employees who incur a qualifying event before the Effective Time. Horizon NWIN or a Horizon NWIN Subsidiary, whichever is applicable, shall, on and after the Effective Time, be liable for (i) all obligations for continued health coverage under COBRA with respect to each qualified beneficiary of WBKC AJSB or a Subsidiary of WBKC AJSB who incurs a termination on and after the Effective Time, and (ii) for continued health coverage under COBRA from and after the Effective Time for each qualified beneficiary of WBKC AJSB or a Subsidiary of WBKC AJSB who incurs a qualifying event before the Effective Time. (h) Except for the employees of AJS Bank identified in Section 5.20 and any other employee receiving a separate change in control, severance or similar payment in connection with the Closing 5.19 of the MergerAJSB Disclosure Schedule who are parties to a Change in Control Agreement, those employees of Wolverine Bank as of the Effective Time: Retained Employees (i) who are still employed as full-time employees by Wolverine AJSB or AJS Bank as of the Effective Time and who Horizon or its Subsidiaries elect not to employ have a Qualifying Termination Event (as defined below) within 12 months after the Effective Time Time; and (ii) who sign and deliver to NWIN a Release Agreement, shall be entitled to severance pay equal to one week of pay, at their base rate of pay in effect at the time of termination, for each full year of continuous service with AJSB or AJS Bank, as applicable, with a minimum of four weeks and a maximum of 26 weeks. Any Retained Employees (x) who are still employed as part-time employees by AJSB or AJS Bank as of the Effective Time, as determined in accordance with the policies of AJS Bank, and who are terminated by NWIN other than for cause (as determined by Horizon and/or NWIN pursuant to its policies or any agreement applicable to the employee) within twelve (12) 12 months after the Effective Date or who resign because they are not being offered a comparable position with Horizon Bank that is within a twenty-five (25) mile radius of the current address of their primary work location at Wolverine BankClosing Date; and (iiy) who sign and deliver to NWIN a termination and release agreement in a form substantially similar to the agreement provided in Section 6.03(h) of the Horizon Disclosure ScheduleRelease Agreement, shall be entitled to severance pay equal to four weeks of pay at the employee’s base rate of pay in effect at the amount described in Section 6.03(h) time of the Horizon Disclosure Scheduletermination. Such employees, Retained Employees who sign and deliver the termination and release agreement, Release Agreement will receive their severance in a lump-sum payment within sixty (60) 60 days of termination of employment. Furthermore, any of such terminated employees Retained Employees shall be entitled to continuation coverage under Horizon Peoples Bank’s group health plans as required by COBRA, subject to timely election and payment of the applicable COBRA premium by such terminated employees. In additionThe “applicable COBRA premium” shall be the premium rate in effect for other Peoples Bank COBRA beneficiaries. For purposes of clarity, Horizonany Retained Employee who is not employed by AJSB or AJS Bank as of the Effective Time, at its expensefor whatever reason, will provide group career counseling for the Wolverine Bank employees who will including but not limited to, a voluntary termination of employment by a Retained Employee, shall not be continuing with Horizon and will make professional career counseling services available through its internal employee assistance program for up entitled to four (4) visits per employeethe payment of severance or any other benefits or amounts under this Section 6.03(h). Nothing in this Section 6.03 shall be deemed to limit or modify HorizonNWIN’s or Horizon Peoples Bank’s at-will employment policy or any employee’s at-will employment status. For purposes of this Section 6.03(h), a “Qualifying Termination Event” shall mean (i) an involuntary termination of a Retained Employee by NWIN or Peoples Bank for any reason other than for “cause” (as determined under the policies of NWIN and/or Peoples Bank or any agreement applicable to the employee); or (ii) a voluntary resignation of a Retained Employee at the Effective Time by a AJSB or AJS Bank employee who was offered a permanent position with NWIN or any of its Subsidiaries (A) with a 15% or greater reduction in rate of base salary, or (B) that is outside a 30 mile radius of the current address of such employee’s primary work location at AJSB or AJS Bank.

Employee Benefit Plans and Employee Payments. (a) Horizon shall make available to the officers and employees of WBKC LPB or any Subsidiary who continue as employees of Horizon or any Subsidiary after the Effective Time (“Continuing Employees”), substantially the same employee benefits as are generally available to similarly-situated all Horizon employees. (b) Horizon and WBKC LPB agree to address any issues related to treat the differences between the vacation and paid time off policies of WBKC LPB and any Subsidiary (including, without limitation, any banked paid time) and the vacation and paid time off policies of Horizon as provided in Section 6.03(b) of the LPB Disclosure Schedule, and communicate the proposed reconciliation of the policies to the Continuing Employees prior to the Effective Time. Effective as of the later of the Effective Time or the date on which the Horizon vacation and paid time off policies are made available to the Continuing Employees, such Continuing Employees will be subject to the terms and conditions of the Horizon vacation/paid time off policy in place for similarly situated employees of Horizon, with credit given for all prior years of service with WBKC LPB or any Subsidiary for purposes of determining vacation pay eligibility and the amount of such vacation pay. (c) Continuing Employees will receive credit for prior service with WBKC LPB or its Subsidiaries, or their predecessors, for purposes of eligibility and vesting (but not benefit accrual) under the employee benefit plans of Horizon and its Subsidiaries. The Horizon 401(k) Plan will be amended as provided in Section 5.17(f5.16(f) of this Agreement and the Horizon ESOP will be amended as provided in Section 5.16(g)of 5.25(f) of this Agreement. (d) To the extent a WBKC LPB employee benefit plan is terminated at or prior to the Effective Time, Continuing Employees shall become eligible to participate in Horizon’s similar employee benefit plans, if any, plans as of the Effective Time. To the extent a WBKC LPB employee benefit plan is terminated after the Effective Time, Continuing Employees shall become eligible to participate in Horizon’s similar employee benefit plans, if any, plans on the date of such plan termination. Horizon will use its reasonable best efforts towill: (i) avoid subjecting Continuing Employees to any waiting periods or additional pre-existing condition limitations under the health and dental plans of Horizon or its Subsidiaries in which they are eligible to participate than they otherwise would have been subject to under the health and dental plans of WBKCLPB; and (ii) give credit under the applicable plan for any deductibles and co-insurance payments made by such Continuing Employees under the corresponding WBKC LPB plan during the balance of the then current 12-month period of coverage. (e) To the extent permitted under the terms of any tax-qualified retirement plan maintained by Horizon after the Effective Time and subject to the terms and conditions thereof, such plan shall accept “eligible rollover distributions” (within the meaning of Code Section 402(c)(4)) of cash amounts received from the Bank LPB 401(k) Plan with respect to any Continuing Employees. (f) Horizon may elect to continue to maintain all fully insured employee welfare benefit and cafeteria plans currently in effect at the Effective Time until such time as Horizon determines, in its sole discretion, to modify or terminate any or all of those plans. Claims incurred under the employee welfare benefit and cafeteria plans prior to plan termination shall be paid in accordance with the applicable plan’s claim submission procedures and deadlines. (g) Until the Effective Time, WBKC LPB or a Subsidiary of WBKCLPB, whichever is applicable, shall be liable for all obligations for continued health coverage pursuant to Section 4980B of the Code and Sections 601 through 609 of ERISA (“COBRA”) for eligible employees who incur a qualifying event before the Effective Time. Horizon or a Horizon Subsidiary, whichever is applicable, shall, after the Effective Time, be liable for (i) all obligations for continued health coverage under COBRA with respect to each qualified beneficiary of WBKC LPB or a Subsidiary of WBKC LPB who incurs a termination on and after the Effective Time, and (ii) for continued health coverage under COBRA from and after the Effective Time for each qualified beneficiary of WBKC LPB or a Subsidiary of WBKC LPB who incurs a qualifying event before the Effective Time. (h) Except for the employees identified in Section 5.20 Xxx X Xxxxx, Xxxxxxx X. Xxxxxxxx, Xxxxxxx X. Xxxxxxx, Xxxxx X. Xxxxx, and Xxxxxx X. Xxxxxxx, and any other employee receiving a separate change in control, severance or similar payment in connection with the Closing of the Merger, those employees of Wolverine Bank LPSB as of the Effective Time: Time (i) who are still employed by Wolverine Bank LPSB and who Horizon or its Subsidiaries elect not to employ after the Effective Time or who are terminated other than for cause (as determined by Horizon and/or pursuant to its policies or any agreement applicable to the employee) within twelve (12) months after the Effective Date or who resign because they are not being offered a comparable position with Horizon Bank that is within a twenty-five (25) mile radius of the current address of their primary work location at Wolverine BankDate; and (ii) who sign and deliver a termination and release agreement in a form substantially similar to the agreement provided in Section 6.03(h) of the Horizon Disclosure Schedule, shall be entitled to severance pay equal to one (1) week of pay, at their base rate of pay in effect at the amount described in Section 6.03(htime of termination, for each full year of continuous service with LPSB with a minimum of four (4) weeks and a maximum of the Horizon Disclosure Scheduletwenty-six (26) weeks. Such employees, who sign and deliver the termination and release agreement, employees will receive their severance in a lump-sum payment within sixty (60) days of termination of employmentpayment. Furthermore, any of such terminated employees shall be entitled to continuation coverage under Horizon Bank’s group health plans as required by COBRA, subject to timely election and payment of the applicable COBRA premium by such terminated employees. In addition, Horizon, at its expense, expense will provide group career counseling for the Wolverine Bank LPSB employees who will not be continuing with Horizon and will make professional career counseling services available through its internal employee assistance program for of up to four (4) visits per employee. Nothing in this Section shall be deemed to limit or modify Horizon’s or Horizon Bank’s at-will employment policy or any employee’s at-at will employment status.

Employee Benefit Plans and Employee Payments. (a) Horizon Westfield shall make available to the officers and employees of WBKC Western Reserve or any Subsidiary who continue as employees of Horizon Westfield or any Subsidiary after the Effective Time (“Continuing Employees”), substantially the same employee benefits as are generally available to similarly-situated Horizon all Westfield employees. (b) Horizon and WBKC agree Westfield agrees to address any issues related to the differences between the vacation and paid time off policies of WBKC Western Reserve and any Subsidiary (including, without limitation, but not limited to any banked paid time) and the vacation and paid time off policies of Horizon Westfield, and communicate the proposed reconciliation of the policies to the Continuing Employees prior to the Effective Time. Effective as of the later of the Effective Time or the date on which the Horizon Westfield vacation and paid time off policies are made available to the Continuing Employees, such Continuing Employees will be subject to the terms and conditions of the Horizon Westfield vacation/paid time off policy in place for similarly situated employees of Horizon, with credit given for all prior years of service with WBKC or any Subsidiary for purposes of determining vacation pay eligibility and the amount of such vacation payWestfield. (c) Continuing Employees will receive credit for prior service with WBKC or its Subsidiaries, or their predecessors, for purposes of eligibility and vesting (but not benefit accrual) under the employee benefit plans of Horizon and its Subsidiaries. The Horizon 401(k) Plan will be amended as provided in Section 5.17(f) of this Agreement and the Horizon ESOP will be amended as provided in Section 5.16(g)of this Agreement. (d) To the extent a WBKC that Westfield determines, in its sole discretion, that Western Reserve’s employee welfare benefit plan is terminated at or prior to the Effective Timeplans should be terminated, Continuing Employees shall become eligible to participate in HorizonWestfield’s similar employee welfare benefit plans, if any, plans as of the Effective Time. To the extent a WBKC employee benefit plan is terminated soon as reasonably practicable after the Effective Time, Continuing Employees shall become eligible to participate in Horizon’s similar employee benefit plans, if any, on the date of such plan termination. Horizon Westfield will use its reasonable best efforts to: (i) efforts, subject to the terms of its plans and the approval of its carrier, to avoid subjecting Continuing Employees to any waiting periods or additional pre-existing condition limitations under the health and dental plans of Horizon Westfield or its Subsidiaries in which they are eligible to participate than they otherwise would have been subject to under the health and dental plans of WBKC; Western Reserve, and (ii) give credit to allow Continuing Employees to have any copayments or deductibles they have paid under Western Reserve’s health and dental plans during the portion of the applicable policy year prior to the termination date, applied to their deductibles and their maximum out-of-pocket expense under the equivalent Western Reserve welfare benefit plans during the remainder of the applicable plan for any deductibles and co-insurance payments made by such Continuing Employees under the corresponding WBKC plan during the balance of the then current 12-month period of coverageyear. (ed) To the extent permitted under the terms of any tax-qualified retirement plan the Westfield 401(k) Plan maintained by Horizon Westfield after the Effective Time and subject to the terms and conditions thereof, such plan Westfield 401(k) Plan shall accept “eligible rollover distributions” (within the meaning of Code Section 402(c)(4)) of cash amounts received from the Bank Western Reserve 401(k) Plan with respect to any Continuing Employees. (fe) Horizon may elect From and after the Effective Time, those employees of Western Reserve Bank who become employees of Westfield or Westfield Bank shall be enrolled as participants in the Westfield 401(k) Plan, as adopted by Westfield and/or Westfield Bank (herein the “Westfield 401(k) Plan”), and shall receive credit, for eligibility and vesting purposes, for the service of such employees with Western Reserve prior to continue to maintain all fully insured employee welfare benefit and cafeteria plans currently in effect at the Effective Time until as if such time as Horizon determinesservice were with Westfield. Furthermore, in its sole discretionif the Effective Date is not an “Entry Date” under the Westfield 401(k) Plan, the Westfield 401(k) Plan shall be amended, to modify or terminate any or all the extent permitted by the Westfield 401(k) Plan, to provide a special entry date for Western Reserve Bank employees who continue as employees of those plansWestfield on and after the Effective Time. Claims incurred under Employees of Western Reserve who become enrolled as participants in the employee welfare benefit and cafeteria plans prior Westfield 401(k) Plan shall have the option to plan termination shall be paid transfer the cash balances distributable to them from the Western Reserve 401(k) Plan as direct rollovers to the Westfield 401(k) Plan in accordance with the applicable plan’s claim submission procedures and deadlinesterms of the Westfield 401(k) Plan. (gf) Until the Effective Time, WBKC Western Reserve or a Subsidiary of WBKCWestern Reserve, whichever is applicable, shall be liable for all obligations for continued health coverage pursuant to Section 4980B of the Code and Sections 601 through 609 of ERISA (“COBRA”) for eligible employees who incur a qualifying event before the Effective Time. Horizon Westfield or a Horizon Westfield Subsidiary, whichever is applicable, shall, shall after the Effective Time, Time be liable for (i) all obligations for continued health coverage under COBRA with respect to each qualified beneficiary of WBKC Western Reserve or a Subsidiary of WBKC Western Reserve who incurs a termination on and after the Effective Time, and (ii) for continued health coverage under COBRA from and after the Effective Time for each qualified beneficiary of WBKC Western Reserve or a Subsidiary of WBKC Western Reserve who incurs a qualifying event before the Effective Time. (hg) Except for the employees identified as provided below in this Section 5.20 and any other employee receiving a separate change in control, severance or similar payment in connection 6.2(g) with the Closing of the Mergerregard to specific employees, those employees of Wolverine Western Reserve and Western Reserve Bank as of the Effective Time: Time (i) who are still employed by Wolverine Bank Western Reserve and who Horizon Westfield or its Subsidiaries elect not to employ after the Effective Time or who are terminated other than for cause (as determined by Horizon and/or pursuant to its policies or any agreement applicable to the employee) within twelve (12) months after the Effective Date or who resign because they are not being offered a comparable position with Horizon Bank that is within a twenty-five (25) mile radius of the current address of their primary work location at Wolverine Bank; Time, and (ii) who sign and deliver a termination release in form and release agreement in a form substantially similar substance reasonably satisfactory to the agreement provided in Section 6.03(h) of the Horizon Disclosure ScheduleWestfield, consistent with its past practice, shall be entitled to severance pay as follows: (i) Exempt employees (as defined under the Fair Labor Standards Act) will generally be offered severance pay equal to one (1) week of pay, at their base rate of pay in effect at the amount described in Section 6.03(htime of termination, for each full year of continuous service with Western Reserve or Western Reserve Bank with a multiplier of 1.5 for employees ages 40-50, and a multiplier of 2 for employees over 50, but at all times subject to a minimum of four (4) weeks and a maximum of the Horizon Disclosure Scheduletwenty-six (26) weeks of pay. Such employees, who sign and deliver the termination and release agreement, employees will receive their severance pay in a lump-sum payment within sixty payment. (60ii) days Non-exempt employees (as defined under the Fair Labor Standards Act) will generally be offered severance pay equal to one (1) week of termination pay, at their base rate of employment. pay in effect at the time of termination, for each full year of continuous service with Western Reserve or Western Reserve Bank, with a multiplier of 1.5 for employees ages 50 and over, but at all times subject to a minimum of four (4) weeks and a maximum of thirteen (13) weeks of pay. (iii) Furthermore, any of such terminated employees shall be entitled to continuation coverage under Horizon Westfield Bank’s (or Western Reserve Bank’s, if they are never employed by Westfield Bank) group health plans as required by COBRA, subject to timely election and payment of the applicable COBRA premium by such terminated employees. In addition, Horizon, at its expense, will provide group career counseling for the Wolverine Bank employees who will not be continuing with Horizon and will make professional career counseling services available through its internal employee assistance program for up to four (4) visits per employee. Nothing in this Section shall be deemed to limit or modify HorizonWestfield’s or Horizon Westfield Bank’s at-will employment policy or any employee’s at-at will employment status. (h) Subject to any required Regulatory Approvals, Westfield agrees to honor all existing written employment and change-in-control agreements identified on Section 6.2(h) of the Disclosure Schedule, except to the extent any such agreements shall be amended or terminated at or before the Closing (or following the Closing) with the written consent of the affected parties; and any payments required under the change-in-control provisions contained in the agreements identified in Section 6.2(h) of the Disclosure Schedule shall be made to each respective individual entitled thereto on the Closing Date immediately subsequent to the Effective Time. Provided, however, that no payment shall be made under such change-in-control agreements or under any other plan, arrangement or agreement applicable to the individual that would constitute an “excess parachute payment” (as such term is defined in Section 280G of the Code), and to the extent any such payment would constitute an “excess parachute payment,” the payment will be reduced to $1.00 less than the amount that would be considered an “excess parachute payment.” The parties intend that any payment of any such amounts under this subsection will qualify either for an exception to the application of Code Section 409A or will satisfy the requirements of Treasury Regulation §1.409A-3(j)(4)(ix)(B). Should Westfield become aware of any potential issues concerning the Regulatory Approval related to the Western Reserve Preferred Stock that would impact the obligations in this Section 6.2(h), Westfield shall notify the affected executives of Western Reserve within three (3) business days thereof and allow such Western Reserve executives to participate in the discussions with the United States Treasury. (i) Subject to any required Regulatory Approvals, Westfield agrees to honor all obligations arising pursuant to or under the terms of Western Reserve Bank’s Supplemental Executive Retirement Plan (the “SERP Plan”) and any related individual agreements with the individual SERP Plan participants identified on Section 6.2(i) of the Disclosure Schedule.

Employee Benefit Plans and Employee Payments. (a) Horizon FFC shall make available to the officers and employees of WBKC HBI or any Subsidiary who continue as employees of Horizon FFC or any Subsidiary after the Effective Time (“Continuing Employees”), substantially the same employee benefits as are generally available to similarlyall FFC employees, except where different benefits are required by other provisions of this Agreement. As a condition to employment, all Continuing Employees must execute and return to FFC the Non-situated Horizon Disclosure and Non-Solicitation Agreement utilized by FFC with respect to its or its Subsidiaries’ employees. (b) Horizon FFC and WBKC HBI agree to address any issues related to the differences between the vacation and paid time off policies of WBKC HBI and any Subsidiary (including, without limitation, any banked paid time) and the vacation and paid time off policies of Horizon FFC governing the use of paid time off accrued prior to the Effective Time, and communicate the proposed reconciliation of the policies to the Continuing Employees prior to the Effective Time. Effective as of the later of the Effective Time or the date on which the Horizon FFC vacation and paid time off policies are made available to the Continuing Employees, such Continuing Employees will be subject to the terms and conditions of the Horizon FFC vacation/paid time off policy in place for similarly situated employees of HorizonFFC, with credit given for all prior years of service with WBKC HBI or any Subsidiary for purposes of determining vacation vacation/paid time off pay eligibility and the amount of such vacation vacation/paid time off pay. (c) Continuing Employees will receive credit for prior service with WBKC HBI or its Subsidiaries, or their predecessors, for purposes of eligibility and vesting (but not benefit accrual) under the employee benefit plans of Horizon and its Subsidiaries. The Horizon First Financial Corporation Employees’ 401(k) Savings Plan will be amended as provided in Section 5.17(f) of this Agreement and the Horizon ESOP will be amended as provided in Section 5.16(g)of this AgreementFirst Financial Corporation Employee Stock Ownership Plan. (d) To the extent a WBKC HBI employee benefit plan is terminated at or prior to the Effective Time, Continuing Employees shall become eligible to participate in HorizonFFC’s similar employee benefit plans, if any, plans as of the Effective Time. To the extent a WBKC employee benefit plan is terminated after the Effective Time, Continuing Employees shall become eligible to participate in Horizon’s similar employee benefit plans, if any, on the date of such plan termination. Horizon FFC will use its reasonable best efforts to: (i) avoid subjecting Continuing Employees to any waiting periods or additional pre-existing condition limitations under the health and dental plans of Horizon FFC or its Subsidiaries in which they are eligible to participate than they otherwise would have been subject to under the health and dental plans of WBKCHBI; and (ii) give credit under the applicable FFC plan for any deductibles and co-insurance payments made by such Continuing Employees under the corresponding WBKC HBI plan during the balance of the then current 12-month period of coverage. (e) To the extent permitted under the terms of any tax-qualified retirement plan maintained by Horizon FFC after the Effective Time and subject to the terms and conditions thereof, such plan shall accept “eligible rollover distributions” (within the meaning of Code Section 402(c)(4)) of cash amounts and plan loans received from the Bank HBI 401(k) Plan with respect to any Continuing Employees. (f) Horizon FFC may elect to continue to maintain all fully insured HBI employee welfare benefit and cafeteria plans currently in effect at the Effective Time until such time as Horizon FFC determines, in its sole discretion, to modify or terminate any or all of those plans. Claims incurred under the employee welfare benefit and cafeteria plans prior to plan termination shall be paid in accordance with the applicable plan’s claim submission procedures and deadlines. (g) Except for any employee receiving a separate change in control, severance or similar payment in connection with the Closing of the Merger, those employees of Xxxxxxx Bank & Trust as of the Effective Time who (i)(A) are still employed by Xxxxxxx Bank & Trust and who First Financial Bank elects not to employ after the Effective Time, or (B) who are Continuing Employees and are terminated other than for cause within six (6) months after the Closing Date; and (ii) sign and deliver a termination and release agreement in a form acceptable to First Financial Bank, which shall at FFC’s sole discretion include typical confidentiality provisions and one-year restrictive covenant provisions relating to non-solicitation of customers and employees of First Financial Bank, shall be entitled to severance pay equal to two (2) weeks of pay, at their base rate of pay in effect at the time of termination, for each full year of continuous service with Xxxxxxx Bank & Trust with a minimum of four (4) weeks and a maximum of twenty-six (26) weeks. Nothing in this Section shall be deemed to limit or modify FFC’s or First Financial Bank’s at-will employment policy or any employee’s at will employment status. (h) Until the Effective Time, WBKC HBI or a Subsidiary of WBKCHBI, whichever is applicable, shall be liable for all obligations for continued health coverage pursuant to Section 4980B of the Code and Sections 601 through 609 of ERISA (“COBRA”) for eligible employees who incur a qualifying event before the Effective Time. Horizon FFC or a Horizon FFC Subsidiary, whichever is applicable, shall, after the Effective Time, be liable for (i) all obligations for continued health coverage under COBRA with respect to each qualified beneficiary of WBKC HBI or a Subsidiary of WBKC HBI who incurs a termination on and after the Effective Time, and (ii) for continued health coverage under COBRA from and after the Effective Time for each qualified beneficiary of WBKC HBI or a Subsidiary of WBKC HBI who incurs a qualifying event before the Effective Time. (h) Except for the employees identified in Section 5.20 and any other employee receiving a separate change in control, severance or similar payment in connection with the Closing of the Merger, those employees of Wolverine Bank as of the Effective Time: (i) who are still employed by Wolverine Bank and who Horizon or its Subsidiaries elect not to employ after the Effective Time or who are terminated other than for cause (as determined by Horizon and/or pursuant to its policies or any agreement applicable to the employee) within twelve (12) months after the Effective Date or who resign because they are not being offered a comparable position with Horizon Bank that is within a twenty-five (25) mile radius of the current address of their primary work location at Wolverine Bank; and (ii) who sign and deliver a termination and release agreement in a form substantially similar to the agreement provided in Section 6.03(h) of the Horizon Disclosure Schedule, shall be entitled to severance pay in the amount described in Section 6.03(h) of the Horizon Disclosure Schedule. Such employees, who sign and deliver the termination and release agreement, will receive their severance in a lump-sum payment within sixty (60) days of termination of employment. Furthermore, any of such terminated employees shall be entitled to continuation coverage under Horizon Bank’s group health plans as required by COBRA, subject to timely election and payment of the applicable COBRA premium by such terminated employees. In addition, Horizon, at its expense, will provide group career counseling for the Wolverine Bank employees who will not be continuing with Horizon and will make professional career counseling services available through its internal employee assistance program for up to four (4) visits per employee. Nothing in this Section shall be deemed to limit or modify Horizon’s or Horizon Bank’s at-will employment policy or any employee’s at-will employment status.

Employee Benefit Plans and Employee Payments. (a) Horizon FNWD shall make available to the officers and employees of WBKC or any Subsidiary who continue as employees of Horizon or any Subsidiary after the Effective Time (“Continuing Employees”), Retained Employees substantially the same employee benefits as are generally available to similarly-situated Horizon all FNWD employees. (b) Horizon FNWD and WBKC RYFL agree to address any issues related to the differences between the vacation and paid time off policies of WBKC RYFL and any Subsidiary (including, without limitation, any banked paid policy providing for the accrual of sick time) and the vacation and paid time off policies of Horizon FNWD, and communicate the proposed reconciliation of the policies to the Continuing Retained Employees prior to the Effective Time. Effective as of the later of the Effective Time or the date on which the Horizon FNWD vacation and paid time off policies are made available to the Continuing Retained Employees, such Continuing Retained Employees will be subject to the terms and conditions of the Horizon FNWD vacation/paid time off policy in place for similarly situated employees of HorizonFNWD, with credit given for all prior years of service with WBKC RYFL or any Subsidiary for purposes of determining vacation pay eligibility and the amount of such vacation pay. (c) Continuing Retained Employees will receive credit for prior service with WBKC RYFL or its Subsidiaries, or their predecessors, (i) for purposes of eligibility and vesting (but not benefit accrual) under the employee benefit plans of Horizon FNWD and its Subsidiaries. The Horizon 401(k, and (ii) Plan will be amended as provided in Section 5.17(f) of this Agreement for all purposes under any welfare plan, severance plan, and the Horizon ESOP will be amended as provided in Section 5.16(g)of this Agreementsimilar arrangements maintained by FNWD and/or any subsidiary. (d) To the extent a WBKC RYFL employee benefit plan is terminated at or prior to the Effective Time, Continuing Retained Employees shall become eligible to participate in HorizonFNWD’s similar employee benefit plans, if any, as of the Effective Time. To the extent a WBKC RYFL employee benefit plan is terminated after the Effective Time, Continuing Retained Employees shall become eligible to participate in HorizonFNWD’s similar employee benefit plans, if any, on the date of such plan termination. Horizon FNWD will use its reasonable best efforts to: (i) avoid subjecting Continuing Retained Employees to any waiting periods or additional pre-existing condition limitations under the health and dental plans of Horizon FNWD or its Subsidiaries in which they are eligible to participate than they otherwise would have been subject to under the health and dental plans of WBKCRYFL; and (ii) give credit under the applicable plan for any deductibles and co-insurance payments made by such Continuing Retained Employees under the corresponding WBKC RYFL plan during the balance of the then current 12year-month end period of coverage. (e) To the extent permitted under the terms of any tax-qualified retirement plan maintained by Horizon FNWD after the Effective Time and subject to the terms and conditions thereof, such plan shall accept “eligible rollover distributions” (within the meaning of Code Section 402(c)(4)) of cash amounts received from the Bank RYFL 401(k) Plan with respect to any Continuing Retained Employees. (f) Horizon Consistent with Section 5.18 of this Agreement, FNWD may elect to continue to maintain maintain, at the Effective Time, all fully insured employee welfare benefit plans and any cafeteria plans of RYFL or any of its Subsidiaries that are currently in effect at the Effective Time until such time as Horizon FNWD determines, in its sole discretion, to modify or terminate any or all of those plans; provided that, neither FNWD nor any of its Subsidiaries shall terminate the existing coverage of any Retained Employee or his or her dependent under any RYFL or Royal Bank health plans prior to the time such Retained Employee and his or her dependent is participating in the health plans, programs, and benefits common to all similarly situated employees of FNWD and its Subsidiaries and their dependents. Claims With respect to plans continued by FNWD in accordance with the preceding sentence, claims incurred under the employee welfare benefit and cafeteria plans of RYFL or any of its Subsidiaries prior to plan termination shall be paid in accordance with the applicable plan’s claim submission procedures and deadlines. (g) Until the Effective Time, WBKC RYFL or a Subsidiary of WBKCRYFL, whichever is applicable, shall be liable for all obligations for continued health coverage pursuant to Section 4980B of the Code and Sections 601 through 609 of ERISA (“COBRA”) under COBRA for eligible employees who incur a qualifying event before the Effective Time. Horizon FNWD or a Horizon FNWD Subsidiary, whichever is applicable, shall, from and after the Effective Time, be liable for (i) all obligations for continued health coverage under COBRA with respect to each qualified beneficiary of WBKC RYFL or a Subsidiary of WBKC RYFL who incurs a termination on and after the Effective Time, and (ii) for continued health coverage under COBRA from and after the Effective Time for each qualified beneficiary of WBKC RYFL or a Subsidiary of WBKC RYFL who incurs a qualifying event before the Effective Time. (h) Except for the employees of Royal Bank identified in Section 5.20 and any other employee receiving a separate change in control, severance or similar payment in connection with the Closing 5.19 of the MergerRYFL Disclosure Schedule who are parties to an Employment Agreement, those employees of Wolverine Bank as of the Effective Time: Retained Employees (i) who are still employed by Wolverine RYFL or Royal Bank as of the Effective Time and who Horizon or its Subsidiaries elect not to employ have a Qualifying Termination Event (as defined below) within 12 months after the Effective Time Time; and (ii) who sign and deliver to FNWD a Release Agreement, shall be entitled to severance pay equal to (A) in the case of Retained Employees who were Exempt Employees immediately prior to the Effective Time, two weeks of pay, at their base rate of pay in effect at the time of termination, for each full year of continuous service with RYFL or Royal Bank, as applicable, with a minimum of two weeks and a maximum of 26 weeks, or (B) in the case of Retained Employees who were Non-Exempt AGREEMENT AND PLAN OF MERGER PAGE 62 Employees, including regular part-time employees, immediately prior to the Effective Time, one week of pay, at their base rate of pay in effect at the time of termination, for each full year of continuous service with RYFL or Royal Bank, as applicable, with a minimum of two weeks and a maximum of 26 weeks. Any Retained Employees (x) who are still employed as part-time employees by RYFL or Royal Bank as of the Effective Time, as determined in accordance with the policies of Royal Bank, and who are terminated by FNWD other than for cause (as determined by Horizon and/or FNWD pursuant to its policies or any agreement applicable to the employee) within twelve (12) 12 months after the Effective Date or who resign because they are not being offered a comparable position with Horizon Bank that is within a twenty-five (25) mile radius of the current address of their primary work location at Wolverine BankClosing Date; and (iiy) who sign and deliver to FNWD a termination and release agreement in a form substantially similar to the agreement provided in Section 6.03(h) of the Horizon Disclosure ScheduleRelease Agreement, shall be entitled to severance pay equal to one week of pay, at their base rate of pay in effect at the amount described in Section 6.03(h) time of the Horizon Disclosure Scheduletermination, for each full year of continuous service with RYFL or Royal Bank, as applicable, with a minimum of two weeks and a maximum of 26 weeks. Such employees, Retained Employees who sign and deliver the termination and release agreement, Release Agreement will receive their severance pay in a lump-sum payment within sixty (60) 60 days of termination of employment. Furthermore, any of such terminated employees Retained Employees shall be entitled to continuation coverage under Horizon Peoples Bank’s group health plans as required by COBRA, subject to timely election and payment of the applicable COBRA premium by such terminated employees. In additionThe “applicable COBRA premium” shall be the premium rate in effect for other Peoples Bank COBRA beneficiaries (subject to any applicable federal or state subsidy), Horizonexcept that or Retained Employees who are eligible for severance pay shall, at its expensefor a minimum period of one month, will provide group career counseling and a maximum period of 6 months, in either case corresponding to the period for which severance is payable, pay only the Wolverine portion of the applicable COBRA premium equal to the premium such Non-Retained Employees paid as an active employee immediately prior to the employment termination. For purposes of clarity, any Retained Employee who is not employed by RYFL or Royal Bank employees who will as of the Effective Time, for whatever reason, including but not limited to, a voluntary termination of employment by a Retained Employee, shall not be continuing with Horizon and will make professional career counseling services available through its internal employee assistance program for up entitled to four (4) visits per employeethe payment of severance or any other benefits or amounts under this Section 6.04(h). Nothing in this Section 6.04 shall be deemed to limit or modify HorizonFNWD’s or Horizon Peoples Bank’s at-will employment policy or any employee’s at-will employment status. (i) For purposes of Section 6.04(h) above, a “Qualifying Termination Event” shall mean (i) an involuntary termination of a Retained Employee by FNWD or Peoples Bank for any reason other than for “cause” (as determined under the policies of FNWD and/or Peoples Bank or any agreement applicable to the employee); or (ii) a voluntary resignation of a Retained Employee at the Effective Time by a RYFL or Royal Bank employee who was offered a permanent position with FNWD or any of its Subsidiaries (A) with a 15% or greater reduction in rate of base salary, or (B) that is outside a 30 mile radius of the current address of such employee’s primary work location at RYFL or Royal Bank.

Employee Benefit Plans and Employee Payments. (a) Horizon shall make available to the officers and employees of WBKC SBI or any Subsidiary who continue as employees of Horizon or any Subsidiary after the Effective Time (“Continuing Employees”), substantially the same employee benefits as are generally available to similarly-situated all Horizon employees, except where different benefits are required by other provisions of this Agreement. (b) Horizon and WBKC SBI agree to address any issues related to the differences between the vacation and paid time off policies of WBKC SBI and any Subsidiary (including, without limitation, any banked paid time) and the vacation and paid time off policies of Horizon Horizon, and communicate the proposed reconciliation of the policies to the Continuing Employees prior to the Effective Time. Effective as of the later of the Effective Time or the date on which the Horizon vacation and paid time off policies are made available to the Continuing Employees, such Continuing Employees will be subject to the terms and conditions of the Horizon vacation/paid time off policy in place for similarly situated employees of Horizon, with credit given for all prior years of service with WBKC SBI or any Subsidiary for purposes of determining vacation pay eligibility and the amount of such vacation pay. (c) Continuing Employees will receive credit for prior service with WBKC SBI or its Subsidiaries, or their predecessors, for purposes of eligibility and vesting (but not benefit accrual) under the employee benefit plans of Horizon and its Subsidiaries. The Horizon 401(k) Plan will be amended as provided in Section 5.17(f) of this Agreement and the Horizon ESOP will be amended as provided in Section 5.16(g)of this Agreement. (d) To the extent a WBKC SBI employee benefit plan is terminated at or prior to the Effective Time, Continuing Employees shall become eligible to participate in Horizon’s similar employee benefit plans, if any, plans as of the Effective Time. To the extent a WBKC employee benefit plan is terminated after the Effective Time, Continuing Employees shall become eligible to participate in Horizon’s similar employee benefit plans, if any, on the date of such plan termination. Horizon will use its reasonable best efforts to: (i) avoid subjecting Continuing Employees to any waiting periods or additional pre-existing condition limitations under the health and dental plans of Horizon or its Subsidiaries in which they are eligible to participate than they otherwise would have been subject to under the health and dental plans of WBKCSBI; and (ii) give credit under the applicable plan for any deductibles and co-insurance payments made by such Continuing Employees under the corresponding WBKC SBI plan during the balance of the then current 12-month period of coverage. (e) To the extent permitted under the terms of any tax-qualified retirement plan maintained by Horizon after the Effective Time and subject to the terms and conditions thereof, such plan shall accept “eligible rollover distributions” (within the meaning of Code Section 402(c)(4)) of cash amounts received from the Bank SBI 401(k) Plan with respect to any Continuing Employees. (f) Horizon may elect to continue to maintain all fully insured employee welfare benefit and cafeteria plans currently in effect at the Effective Time until such time as Horizon determines, in its sole discretion, to modify or terminate any or all of those plans. Claims incurred under the employee welfare benefit and cafeteria plans prior to plan termination shall be paid in accordance with the applicable plan’s claim submission procedures and deadlines. (g) Until the Effective Time, WBKC SBI or a Subsidiary of WBKCSBI, whichever is applicable, shall be liable for all obligations for continued health coverage pursuant to Section 4980B of the Code and Sections 601 through 609 of ERISA (“COBRA”) for eligible employees who incur a qualifying event before the Effective Time. Horizon or a Horizon Subsidiary, whichever is applicable, shall, after the Effective Time, be liable for (i) all obligations for continued health coverage under COBRA with respect to each qualified beneficiary of WBKC SBI or a Subsidiary of WBKC SBI who incurs a termination on and after the Effective Time, and (ii) for continued health coverage under COBRA from and after the Effective Time for each qualified beneficiary of WBKC SBI or a Subsidiary of WBKC SBI who incurs a qualifying event before the Effective Time. (h) Except for the employees identified in Section 5.20 and any other employee receiving a separate change in control, severance or similar payment in connection with the Closing of the Merger, those employees of Wolverine Bank as of the Effective Time: (i) who are still employed by Wolverine Bank and who Horizon or its Subsidiaries elect not to employ after the Effective Time or who are terminated other than for cause (as determined by Horizon and/or pursuant to its policies or any agreement applicable to the employee) within twelve (12) months after the Effective Date or who resign because they are not being offered a comparable position with Horizon Bank that is within a twenty-five (25) mile radius of the current address of their primary work location at Wolverine Bank; and (ii) who sign and deliver a termination and release agreement in a form substantially similar to the agreement provided in Section 6.03(h) of the Horizon Disclosure Schedule, shall be entitled to severance pay in the amount described in Section 6.03(h) of the Horizon Disclosure Schedule. Such employees, who sign and deliver the termination and release agreement, will receive their severance in a lump-sum payment within sixty (60) days of termination of employment. Furthermore, any of such terminated employees shall be entitled to continuation coverage under Horizon Bank’s group health plans as required by COBRA, subject to timely election and payment of the applicable COBRA premium by such terminated employees. In addition, Horizon, at its expense, will provide group career counseling for the Wolverine Bank employees who will not be continuing with Horizon and will make professional career counseling services available through its internal employee assistance program for up to four (4) visits per employee. Nothing in this Section shall be deemed to limit or modify Horizon’s or Horizon Bank’s at-will employment policy or any employee’s at-will employment status.

Employee Benefit Plans and Employee Payments. (a) Horizon shall make available to the officers and employees of WBKC Heartland or any Subsidiary who continue as employees of Horizon or any Subsidiary after the Effective Time (“Continuing Employees”), substantially the same employee benefits as are generally available to similarly-situated all Horizon employees. (b) Horizon and WBKC agree agrees to address any issues related to the differences between the vacation and paid time off policies of WBKC Heartland and any Subsidiary (including, without limitation, but not limited to any banked paid time) and the vacation and paid time off policies of Horizon Horizon, and communicate the proposed reconciliation of the policies to the Continuing Employees prior to the Effective Time. Effective as of the later of the Effective Time or the date on which the Horizon vacation and paid time off policies are made available to the Continuing Employees, such Continuing Employees will be subject to the terms and conditions of the Horizon vacation/paid time off policy in place for similarly situated employees of Horizon, with credit given for all prior years of service with WBKC Heartland or any Subsidiary for purposes of determining vacation pay eligibility and the amount of such vacation pay. (c) Continuing Employees will receive credit for prior service with WBKC Heartland or its Subsidiaries, or their predecessors, for purposes of eligibility and vesting (but not benefit accrual) under the employee benefit plans of Horizon and its Subsidiaries. The Horizon 401(k) Plan will be amended as provided in Section 5.17(f) of this Agreement and the Horizon ESOP will be amended as provided in Section 5.16(g)of this Agreement. (d) To the extent a WBKC that Horizon determines, in its sole discretion, that Heartland’s employee benefit plan is terminated at or prior to the Effective Timeplans should be terminated, Continuing Employees shall become eligible to participate in Horizon’s similar employee benefit plans, if any, plans as of the Effective Time. To the extent a WBKC employee benefit plan is terminated soon as reasonably practicable after the Effective Time, Continuing Employees shall become eligible to participate in Horizon’s similar employee benefit plans, if any, on the date of such plan termination. Horizon will use its reasonable best efforts efforts, subject to the terms of its plans and the approval of its stop-loss carrier, to: (i) avoid subjecting Continuing Employees to any waiting periods or additional pre-existing condition limitations under the health and dental plans of Horizon or its Subsidiaries in which they are eligible to participate than they otherwise would have been subject to under the health and dental plans of WBKCHeartland; and (ii) to the extent that the initial period of coverage for Continuing Employees under any such Horizon employee benefit plans is not a full 12-month period of coverage, give credit under the applicable plan for any deductibles and co-insurance payments made by such Continuing Employees under the corresponding WBKC Heartland plan during the balance of the then current such 12-month period of coverage. (e) To the extent permitted under the terms of any tax-qualified retirement plan maintained by Horizon after the Effective Time and subject to the terms and conditions thereof, such plan shall accept “eligible rollover distributions” (within the meaning of Code Section 402(c)(4)) of cash amounts received from the Bank Heartland 401(k) Plan with respect to any Continuing Employees. (f) In accordance with Section 6.03(a) hereof, after the Effective Time, Horizon may elect to shall continue to maintain all fully insured employee welfare benefit benefit, and cafeteria cafeteria, plans currently in effect at the Effective Time Time, until such time as Horizon determines, in its sole discretion, to modify or terminate any or all of those plans. Claims incurred under the employee welfare benefit and cafeteria plans prior to plan termination shall be paid in accordance with the applicable plan’s claim submission procedures and deadlines. (g) Until the Effective Time, WBKC Heartland or a Subsidiary of WBKCHeartland, whichever is applicable, shall be liable for all obligations for continued health coverage pursuant to Section 4980B of the Code and Sections 601 through 609 of ERISA (“COBRA”) for eligible employees who incur a qualifying event before the Effective Time. Horizon or a Horizon Subsidiary, whichever is applicable, shall, shall after the Effective Time, Time be liable for (i) all obligations for continued health coverage under COBRA with respect to each qualified beneficiary of WBKC Heartland or a Subsidiary of WBKC Heartland who incurs a termination on and after the Effective Time, and (ii) for continued health coverage under COBRA from and after the Effective Time for each qualified beneficiary of WBKC Heartland or a Subsidiary of WBKC Heartland who incurs a qualifying event before the Effective Time. (h) Except for the employees identified as provided in Section 5.20 and any other employee receiving a separate change 6.03(i) below in control, severance or similar payment in connection with the Closing of the Mergerregard to specific employees, those employees of Wolverine Heartland and Heartland Bank as of the Effective Time: Time (i) who are still employed by Wolverine Bank Heartland and who Horizon or its Subsidiaries elect not to employ after the Effective Time or who are terminated other than for cause (as determined by Horizon and/or pursuant to its policies or any agreement applicable to the employee) within twelve (12) months after the Effective Date or who resign because they are not being offered a comparable position with Horizon Bank that is within a twenty-five (25) mile radius of the current address of their primary work location at Wolverine Bank; Date, and (ii) who sign and deliver a termination Termination and release agreement Release Agreement in a the form substantially similar to the agreement provided in Section attached hereto as Exhibit 6.03(h) of the Horizon Disclosure Schedule), shall be entitled to severance pay equal to one (1) week of pay, at their base rate of pay in effect at the amount described in Section 6.03(htime of termination, for each full year of continuous service with Heartland or Heartland Bank with a minimum of four (4) weeks and a maximum of the Horizon Disclosure Scheduletwenty-six (26) weeks. Such employees, who sign and deliver the termination and release agreement, employees will receive their severance in a lump-sum payment within sixty (60) days of termination of employmentpayment. Furthermore, any of such terminated employees shall be entitled to continuation coverage under Horizon Bank’s (or Heartland Bank’s, if they are never employed by Horizon Bank) group health plans as required by COBRA, subject to timely election and payment of the applicable COBRA premium by such terminated employees. In addition, Horizon, at its expense, will provide group career counseling for the Wolverine Bank employees who will not be continuing with Horizon and will make professional career counseling services available through its internal employee assistance program for up to four (4) visits per employee. Nothing in this Section shall be deemed to limit or modify Horizon’s or Horizon Bank’s at-will employment policy or any employee’s at-at will employment status. (i) Subject to any required Regulatory Approvals related to the TARP Purchase and any limitation imposed by the Treasury or satisfaction of a condition in any Regulatory Approval related to the TARP Purchase, Horizon agrees to honor all existing written change-in-control agreements entered into before August 31, 2011, as identified in Section 6.03(i) of the Heartland Disclosure Schedule, except to the extent any such agreements shall be amended or terminated at or before the Closing (or following the Closing) with the written consent of the affected parties; provided, that no payment shall be made under such change-in-control agreements or under any other plan, arrangement or agreement applicable to the individual that would constitute an “excess parachute payment” (as such term is defined in Section 280G of the Code), and to the extent any such payment would constitute an “excess parachute payment,” the payment will be reduced to $1.00 less than the amount that would be considered an “excess parachute payment.” The parties intend that any payment of any such amounts under this subsection will qualify either for an exception to the application of Code Section 409A or will satisfy the requirements of Treasury Regulation §1.409A-3(j)(4)(ix)(B). Should Horizon become aware of any potential issues concerning the Regulatory Approval related to the TARP Purchase that would impact the obligations in this Section 6.03(i), Horizon shall notify the affected executives of Heartland within three (3) business days thereof and allow such Heartland executives to participate in the discussions with Treasury.

Employee Benefit Plans and Employee Payments. (a) Horizon shall make available to the officers and employees of WBKC SCB or any Subsidiary who continue as employees of Horizon or any Subsidiary after the Effective Time (“Continuing Employees”), substantially the same employee benefits as are generally available to similarly-situated all Horizon employees. (b) Horizon and WBKC agree agrees to address any issues related to the differences between the vacation and paid time off policies of WBKC SCB and any Subsidiary (including, without limitation, but not limited to any banked paid time) and the vacation and paid time off policies of Horizon Horizon, and communicate the proposed reconciliation of the policies to the Continuing Employees prior to the Effective Time. Effective as of the later of the Effective Time or the date on which the Horizon vacation and paid time off policies are made available to the Continuing Employees, such Continuing Employees will be subject to the terms and conditions of the Horizon vacation/paid time off policy in place for similarly situated employees of Horizon, with credit given for all prior years of service with WBKC SCB or any Subsidiary for purposes of determining vacation pay eligibility and the amount of such vacation pay. (c) Continuing Employees will receive credit for prior service with WBKC SCB or its Subsidiaries, or their predecessors, for purposes of eligibility and vesting (but not benefit accrual) under the employee benefit plans of Horizon and its Subsidiaries. The Horizon 401(k) Plan will be amended as provided in Section 5.17(f) of this Agreement and the Horizon ESOP will be amended as provided in Section 5.16(g)of this Agreement. (d) To the extent a WBKC that Horizon determines, in its sole discretion, that SCB’s employee benefit plan is terminated at or prior to the Effective Timeplans should be terminated, Continuing Employees shall become eligible to participate in Horizon’s similar employee benefit plans, if any, plans as of the Effective Time. To the extent a WBKC employee benefit plan is terminated soon as reasonably practicable after the Effective Time, Continuing Employees shall become eligible to participate in Horizon’s similar employee benefit plans, if any, on the date of such plan termination. Horizon will use its reasonable best efforts efforts, subject to the terms of its plans and the approval of its stop-loss carrier, to: (i) avoid subjecting Continuing Employees to any waiting periods or additional pre-existing condition limitations under the health and dental plans of Horizon or its Subsidiaries in which they are eligible to participate than they otherwise would have been subject to under the health and dental plans of WBKCSCB; and (ii) to the extent that the initial period of coverage for Continuing Employees under any such Horizon employee benefit plans is not a full 12-month period of coverage, give credit under the applicable plan for any deductibles and co-insurance payments made by such Continuing Employees under the corresponding WBKC SCB plan during the balance of the then current such 12-month period of coverage. (e) To the extent permitted under the terms of any tax-qualified retirement plan maintained by Horizon after the Effective Time and subject to the terms and conditions thereof, such plan shall accept “eligible rollover distributions” (within the meaning of Code Section 402(c)(4)) of cash amounts received from the Bank SCB 401(k) Plan with respect to any Continuing Employees. (f) In accordance with Section 6.03(a) hereof, after the Effective Time, Horizon may elect to shall continue to maintain all fully insured employee welfare benefit and cafeteria plans currently in effect at the Effective Time until such time as Horizon determines, in its sole discretion, to modify or terminate any or all of those plans. Claims incurred under the employee welfare benefit and cafeteria plans prior to plan termination shall be paid in accordance with the applicable plan’s claim submission procedures and deadlines. (g) Until the Effective Time, WBKC SCB or a Subsidiary of WBKCSCB, whichever is applicable, shall be liable for all obligations for continued health coverage pursuant to Section 4980B of the Code and Sections 601 through 609 of ERISA (“COBRA”) for eligible employees who incur a qualifying event before the Effective Time. Horizon or a Horizon Subsidiary, whichever is applicable, shall, after the Effective Time, be liable for (i) all obligations for continued health coverage under COBRA with respect to each qualified beneficiary of WBKC SCB or a Subsidiary of WBKC SCB who incurs a termination on and after the Effective Time, and (ii) for continued health coverage under COBRA from and after the Effective Time for each qualified beneficiary of WBKC SCB or a Subsidiary of WBKC SCB who incurs a qualifying event before the Effective Time. (h) Except for the employees identified as provided in Section 5.20 5.21 in regard to those specific employees, except for employees who have employment agreements and except for those employees who become employees of any other employee receiving a division or business segment of Summit Bank which is continued by any former employees of Summit Bank after Closing separate change in control, severance or similar payment in connection with from Horizon’s operations (the Closing of the Merger“Former Employees”), those employees of Wolverine SCB and Summit Bank as of the Effective Time: Time (i) who are still employed by Wolverine Bank SCB and who Horizon or its Subsidiaries elect not to employ after the Effective Time or who are terminated other than for cause (as determined by Horizon and/or pursuant to its policies or any agreement applicable to the employee) within twelve (12) months after the Effective Date or who resign because they are not being offered a comparable position with Horizon Bank that is within a twenty-five (25) mile radius of the current address of their primary work location at Wolverine BankDate; and (ii) who sign and deliver a termination and release agreement in a form substantially similar acceptable to the agreement provided in Section 6.03(h) of the Horizon Disclosure ScheduleHorizon, shall be entitled to severance pay equal to one (1) week of pay, at their base rate of pay in effect at the amount described in Section 6.03(htime of termination, for each full year of continuous service with SCB or Summit Bank with a minimum of four (4) weeks and a maximum of the Horizon Disclosure Scheduletwenty-six (26) weeks. Such employees, who sign and deliver the termination and release agreement, employees will receive their severance in a lump-sum payment within sixty (60) days of termination of employmentpayment. Furthermore, any of such terminated employees shall be entitled to continuation coverage under Horizon Bank’s (or Summit Bank’s, if they are never employed by Horizon Bank) group health plans as required by COBRA, subject to timely election and payment of the applicable COBRA premium by such terminated employees. In addition, Horizon, at its expense, expense will provide group career counseling for the Wolverine Summit Bank employees who will not be continuing with Horizon (excluding the Former Employees) and will make professional career counseling services available through its internal employee assistance program for of up to four (4) visits per employee. Nothing in this Section shall be deemed to limit or modify Horizon’s or Horizon Bank’s at-will employment policy or any employee’s at-at will employment status.

Employee Benefit Plans and Employee Payments. (a) Horizon shall make available to the officers and employees of WBKC Peoples or any Subsidiary who continue as employees of Horizon or any Subsidiary after the Effective Time (“Continuing Employees”), substantially the same employee benefits as are generally available to similarly-situated all Horizon employees. (b) Horizon and WBKC Peoples agree to address any issues related to the differences between the vacation and paid time off policies of WBKC Peoples and any Subsidiary (including, without limitation, but not limited to any banked paid time) and the vacation and paid time off policies of Horizon Horizon, and communicate the proposed reconciliation of the policies to the Continuing Employees prior to the Effective Time. Effective as of the later of the Effective Time or the date on which the Horizon vacation and paid time off policies are made available to the Continuing Employees, such Continuing Employees will be subject to the terms and conditions of the Horizon vacation/paid time off policy in place for similarly situated employees of Horizon, with credit given for all prior years of service with WBKC Peoples or any Subsidiary for purposes of determining vacation pay eligibility and the amount of such vacation pay. (c) Continuing Employees will receive credit for prior service with WBKC Peoples or its Subsidiaries, or their predecessors, for purposes of eligibility and vesting (but not benefit accrual) under the employee benefit plans of Horizon and its Subsidiaries. The Horizon 401(k) Plan will be amended as provided in Section 5.17(f) of this Agreement and the Horizon ESOP will be amended as provided in Section 5.16(g)of this Agreement. (d) To the extent a WBKC that Horizon determines, in its sole discretion, that Peoples’ employee benefit plan is terminated at or prior to the Effective Timeplans should be terminated, Continuing Employees shall become eligible to participate in Horizon’s similar employee benefit plans, if any, plans as of the Effective Time. To the extent a WBKC employee benefit plan is terminated soon as reasonably practicable after the Effective Time, Continuing Employees shall become eligible to participate in Horizon’s similar employee benefit plans, if any, on the date of such plan termination. Horizon will use its reasonable best efforts shall take all necessary steps to: (i) avoid subjecting Continuing Employees to any waiting periods or additional pre-existing condition limitations under the health and dental plans of Horizon or its Subsidiaries in which they are eligible to participate than they otherwise would have been subject to under the health and dental plans of WBKCPeoples; and (ii) to the extent that the initial period of coverage for Continuing Employees under any such Horizon employee benefit plans is not a full 12-month period of coverage, give credit under the applicable plan for any deductibles and co-insurance payments made by such Continuing Employees under the corresponding WBKC Peoples plan during the balance of the then current such 12-month period of coverage. (e) To the extent permitted under the terms of any tax-qualified retirement plan maintained by Horizon after the Effective Time and subject to the terms and conditions thereof, such plan shall accept “eligible rollover distributions” (within the meaning of Code Section 402(c)(4)) of cash amounts received from the Bank Peoples 401(k) Plan with respect to any Continuing Employees. (f) In accordance with Section 5.18(a) hereof, after the Effective Time, Horizon may elect to shall continue to maintain all fully insured employee welfare benefit and cafeteria plans currently in effect at the Effective Time until such time as Horizon determines, in its sole discretion, to modify or terminate any or all of those plans. Claims incurred under the employee welfare benefit and cafeteria plans prior to plan termination shall be paid in accordance with the applicable plan’s claim submission procedures and deadlines. (g) Until the Effective Time, WBKC Peoples or a Subsidiary of WBKCPeoples, whichever is applicable, shall be liable for all obligations for continued health coverage pursuant to Section 4980B of the Code and Sections 601 through 609 of ERISA (“COBRA”) for eligible employees who incur a qualifying event before the Effective Time. Horizon or a Horizon Subsidiary, whichever is applicable, shall, after the Effective Time, be liable for (i) all obligations for continued health coverage under COBRA with respect to each qualified beneficiary of WBKC Peoples or a Subsidiary of WBKC Peoples who incurs a termination on and after the Effective Time, and (ii) for continued health coverage under COBRA from and after the Effective Time for each qualified beneficiary of WBKC Peoples or a Subsidiary of WBKC Peoples who incurs a qualifying event before the Effective Time. (h) Except for the employees identified in Section 5.20 and any other employee receiving a separate change in control, severance or similar payment in connection with the Closing of the Mergeras to Senior Executives, those employees of Wolverine Peoples and Peoples Bank as of the Effective Time: Time (i) who are still employed by Wolverine Bank Peoples and who Horizon or its Subsidiaries elect not to employ after the Effective Time or who are terminated other than for cause (as determined by Horizon and/or pursuant to its policies or any agreement applicable to the employee) within twelve (12) months after the Effective Date or who resign because they are not being offered a comparable position with Horizon Bank that is within a twenty-five (25) mile radius of the current address of their primary work location at Wolverine BankDate; and (ii) who sign and deliver a termination and release agreement in a form substantially similar acceptable to the agreement provided in Section 6.03(h) of the Horizon Disclosure ScheduleHorizon, shall be entitled to severance pay equal to one (1) week of pay, at their base rate of pay in effect at the amount described in Section 6.03(htime of termination, for each full year of continuous service with Peoples or Peoples Bank with a minimum of four (4) weeks and a maximum of the Horizon Disclosure Scheduletwenty-six (26) weeks. Such employees, who sign and deliver the termination and release agreement, employees will receive their severance in a lump-sum payment within sixty (60) days of termination of employmentpayment. Furthermore, any of such terminated employees shall be entitled to continuation coverage under Horizon Bank’s group health plans as required by COBRA, subject to timely election and payment of the applicable COBRA premium by such terminated employees. In addition, Horizon, at its expense, expense will provide group career counseling for the Wolverine Peoples Bank employees who will not be continuing with Horizon and will make professional career counseling services available through its internal employee assistance program for of up to four (4) visits per employee. Nothing in this Section shall be deemed to limit or modify Horizon’s or Horizon Bank’s at-will employment policy or any employee’s at-at will employment status. (i) Horizon shall authorize the payment of and pay retention bonuses upon reaching certain milestones to selected employees of Peoples or Peoples Bank identified by Horizon and Peoples, in amounts to be agreed to by Peoples and Horizon.