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

Employee Benefit Plans and Employee Payments. (a) GABC and GABC's subsidiaries, as applicable, shall provide compensation and benefits to the officers and employees of Citizens First, CF Bank and the Trust who continue as employees of GABC or any of GABC's subsidiaries after the Effective Time ("Continuing Employees") that are generally comparable to those provided to similarly situated employees of GABC and GABC's subsidiaries. (b) GABC and GABC's subsidiaries, as applicable, shall cause Continuing Employees to receive credit for prior service with Citizens First, CF Bank or the Trust for purposes of eligibility and vesting under those GABC and German American employee benefit plans (in effect as of the Effective Time) that are made available to such Continuing Employees; provided, however, that in no event will any credit be given to the extent it would result in the duplication of benefits for the same period of service. Except as otherwise provided herein and subject to the consent of applicable insurance carriers and service providers, GABC may determine to keep one or more of Citizens First's or CF Bank's separate benefit plans in effect for the Continuing Employees through the last day of 2019, or thereafter, even if the Effective Time occurs prior to the last day of 2019, if permitted by applicable law and the provisions of such plans; provided, however, that, to the extent that GABC determines, in its sole discretion, that one or more of Citizens First or CF Bank's employee benefit plans should be terminated, either as of the Effective Time or such later time as GABC may determine is appropriate, Continuing Employees shall become eligible to participate in one or more similar type(s) of employee benefit plan(s) of GABC or German American, if any, (for example, 401(k) to 401(k) or life insurance to life insurance) immediately upon such termination, subject to the terms and conditions of such plan(s), with no gap in coverage except as may be required by the timing of pay dates with respect to 401(k) deferrals. To the extent that the initial period of coverage for Continuing Employees under any GABC or German American health and dental plan is not a full twelve (12) month period of coverage, such benefit plans shall provide credit for any deductibles and co-insurance payments made by such Continuing Employees under the corresponding and comparable Citizens First or CF Bank plan during the balance of such twelve (12) month period of coverage provided that GABC can obtain, in a manner reasonably satisfactory to GABC, the necessary data. (c) After the Effective Time, Citizens First's and CF Bank's paid time-off policies shall terminate and all Continuing Employees shall be subject to GABC's paid-time-off policy. Notwithstanding the foregoing, all accrued and unpaid paid time-off of Continuing Employees at the Effective Time, up to but not beyond two hundred (200) hours per Continuing Employee, shall be carried over to GABC's paid-time-off policy. (d) Until the Effective Time, Citizens First, CF Bank and the Trust, 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. GABC or a GABC 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 Citizens First, CF Bank or the Trust 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 Citizens First, CF Bank or the Trust who incurs a qualifying event before the Effective Time. (e) GABC or German American intends to retain substantially all of the employees of Citizens First, CF Bank or the Trust after the Effective Time. Except for those employees entitled to the benefits set forth in Section 5.06(e) of the Citizens First Disclosure Schedule, those employees of Citizens First, CF Bank or the Trust, as of the Effective Time (i) who GABC or its subsidiaries elect not to employ after the Effective Time or who become Continuing Employees but are terminated by German American (or a subsidiary of German American) other than for cause within twelve (12) months after the Closing Date, and (ii) who sign and deliver a Termination and Release Agreement in the form attached hereto as Exhibit 5.06(e), shall be entitled to a severance payment (payable, net of deductions, in a lump-sum payment promptly upon termination of employment and provided that they have satisfied the applicable conditions for such payment) 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 Citizens First, CF Bank or the Trust and their successors, with a minimum of twelve (12) weeks and a maximum of twenty-six (26) weeks. In addition, any such terminated employees shall be entitled to their accrued paid-time-off and to continuation coverage under German American's group health plans as required by COBRA, subject to timely election and payment of the applicable COBRA premium by such terminated employees. (f) Nothing in this Section shall be deemed to apply to employees other than those described in this Section, or to limit or modify GABC's or German American's at-will employment policy or any employee's at-will employment status. It is understood and agreed between the parties that all provisions contained in this Agreement with respect to employment, employee benefit plans or employee compensation are included for the sole benefit of the respective parties hereto and do not and shall not create any right in any other Person, including, but not limited to, any Continuing Employee, any participant in any benefit or compensation plan or any beneficiary thereof. Nothing in this Agreement shall be deemed to constitute an amendment of any employee benefit plan of GABC or German American, nor shall it limit the right of Citizens First, CF Bank, GABC or German American from amending or terminating their respective employee benefit plans from time to time. (g) As to Citizens First's and/or CF Bank's welfare benefit plans: (i) To the extent allowable under the plans and subject to the consent of applicable insurance carriers and service providers, all fully insured welfare benefit plans (including, but not limited to, health, dental/vision, life/AD&D, LTD) currently sponsored by Citizens First and/or CF Bank, shall continue as separate plans after the Effective Time, until such time as GABC determines, in its sole discretion, that it will terminate any or all of such plans. (ii) As of the Effective Time, Citizens First and/or CF Bank shall take, or cause to be taken, all actions necessary to assign any and all applicable group insurance policies to GABC and to provide GABC all necessary financial, enrollment, eligibility, contractual and other information related to these welfare benefit plans to assist GABC in the administration of such plans. (iii) From the date of this Agreement through the Effective Time, Citizens First and/or CF Bank shall continue to pay the applicable insurance premiums necessary to continue the benefits under Citizens First's and/or CF Bank's fully insured welfare benefit plans. (h) From and after the date of this Agreement, Citizens First shall not award any additional equity grants or awards of any kind under the Citizens First Incentive Plan. Prior to the Effective Time, Citizens First shall use its best efforts, including using its best efforts to obtain any necessary consents from grantees of Performance Units under the Citizens First Incentive Plan to permit the vesting and exchange for the Performance Unit Cash Payment as provided in Section 1.03(d). Citizens First shall take action prior to the Effective Time to cause the termination of the Citizens First Incentive Plan as of the Effective Time.

Employee Benefit Plans and Employee Payments. (a) GABC and GABC's ’s subsidiaries, as applicable, shall provide compensation and benefits to the officers and employees of Citizens FirstCUB, CF Bank the Subsidiaries and the Trust Trusts who continue as employees of GABC or any of GABC's ’s subsidiaries after the Effective Time ("“Continuing Employees"”) that are generally comparable to those provided to similarly situated employees of GABC and GABC's ’s subsidiaries. (b) GABC and GABC's ’s subsidiaries, as applicable, shall cause Continuing Employees to receive credit for prior service with Citizens FirstCUB, CF Bank the Subsidiaries or the Trust Trusts for purposes of eligibility and vesting under those GABC and German American employee benefit plans (in effect as of the Effective Time) that are made available to such Continuing Employees; provided, however, that in no event will any credit be given to the extent it would result in the duplication of benefits for the same period of service. Except as otherwise provided herein and subject to the consent of applicable insurance carriers and service providers, GABC may determine to keep one or more of CUB’s or Citizens First's or CF Bank's Union’s separate benefit plans in effect for the Continuing Employees through the last day of 20192022, or thereafter, even if the Effective Time occurs prior to the last day of 20192022, if permitted by applicable law and the provisions of such plans; provided, however, that, to the extent that GABC determines, in its sole discretion, that one or more of CUB or Citizens First or CF Bank's Union’s employee benefit plans should be terminated, either as of the Effective Time or such later time as GABC may determine is appropriate, Continuing Employees shall become eligible to participate in one or more similar type(s) of employee benefit plan(s) of GABC or German American, if any, (for example, 401(k) to 401(k) or life insurance to life insurance) immediately upon such termination, subject to the terms and conditions of such plan(s), with no gap in coverage except as may be required by the timing of pay dates with respect to 401(k) deferrals. To the extent that the initial period of coverage for Continuing Employees under any GABC or German American health and dental plan is not a full twelve (12) month period of coverage, such benefit plans shall provide credit for any deductibles and co-insurance payments made by such Continuing Employees under the corresponding and comparable CUB or Citizens First or CF Bank Union plan during the balance of such twelve (12) month period of coverage provided that GABC can obtain, in a manner reasonably satisfactory to GABC, the necessary data. (c) After the Effective Time, CUB’s and Citizens First's and CF Bank's Union’s paid time-off policies shall terminate and all Continuing Employees shall be subject to GABC's ’s paid-time-off policy. Notwithstanding the foregoing, all accrued and unpaid paid time-off of Continuing Employees at the Effective Time, up to but not beyond two hundred (200) hours per Continuing Employee, shall be carried over to GABC's ’s paid-time-off policy. (d) Until the Effective Time, Citizens FirstCUB, CF Bank the Subsidiaries and the TrustTrusts, 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. GABC or a GABC 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 Citizens FirstCUB, CF Bank the Subsidiaries or the Trust Trusts 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 Citizens FirstCUB, CF Bank the Subsidiaries or the Trust Trusts who incurs a qualifying event before the Effective Time. (e) GABC or German American intends to retain substantially all of the employees of Citizens FirstCUB, CF Bank the Subsidiaries or the Trust Trusts after the Effective Time. Except for those employees entitled to the benefits set forth in Section 5.06(e5.05(e) of the Citizens First CUB Disclosure Schedule, those employees of Citizens FirstCUB, CF Bank the Subsidiaries or the TrustTrusts, as of the Effective Time (i) who GABC or its subsidiaries elect not to employ after the Effective Time or who become Continuing Employees but are terminated by German American (or a subsidiary of German American) other than for cause within twelve (12) months after the Closing Date, and (ii) who sign and deliver a Termination and Release Agreement in the form attached hereto as Exhibit 5.06(e5.05(e), shall be entitled to a severance payment (payable, net of deductions, in a lump-sum payment promptly upon termination of employment and provided that they have satisfied the applicable conditions for such payment) 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 Citizens FirstCUB, CF Bank the Subsidiaries or the Trust Trusts and their successors, with a minimum of twelve (12) weeks and a maximum of twenty-six (26) weeks. In addition, any such terminated employees shall be entitled to their accrued paid-time-off and to continuation coverage under German American's ’s group health plans as required by COBRA, subject to timely election and payment of the applicable COBRA premium by such terminated employees. (f) Nothing in this Section shall be deemed to apply to employees other than those described in this Section, or to limit or modify GABC's ’s or German American's ’s at-will employment policy or any employee's ’s at-will employment status. It is understood and agreed between the parties that all provisions contained in this Agreement with respect to employment, employee benefit plans or employee compensation are included for the sole benefit of the respective parties hereto and do not and shall not create any right in any other Person, including, but not limited to, any Continuing Employee, any participant in any benefit or compensation plan or any beneficiary thereof. Nothing in this Agreement shall be deemed to constitute an amendment of any employee benefit plan of GABC or German American, nor shall it limit the right of CUB, Citizens First, CF BankUnion, GABC or German American from amending or terminating their respective employee benefit plans from time to time. (g) As to CUB’s and/or Citizens First's and/or CF Bank's Union’s welfare benefit plans: (i) To the extent allowable under the plans and subject to the consent of applicable insurance carriers and service providers, all fully insured welfare benefit plans (including, but not limited to, health, dental/vision, life/AD&D, LTD) currently sponsored by CUB and/or Citizens First and/or CF BankUnion, shall continue as separate plans after the Effective Time, until such time as GABC determines, in its sole discretion, that it will terminate any or all of such plans. (ii) As of the Effective Time, CUB and/or Citizens First and/or CF Bank Union shall take, or cause to be taken, all actions necessary to assign any and all applicable group insurance policies to GABC and to provide GABC all necessary financial, enrollment, eligibility, contractual and other information related to these welfare benefit plans to assist GABC in the administration of such plans. (iii) From the date of this Agreement through the Effective Time, CUB and/or Citizens First and/or CF Bank Union shall continue to pay the applicable insurance premiums necessary to continue the benefits under CUB’s and/or Citizens First's and/or CF Bank's Union’s fully insured welfare benefit plans. (h) From and after the date of this Agreement, Citizens First CUB shall not award any additional equity grants or awards of any kind under the Citizens First Incentive CUB Stock Option Plan. Prior to the Effective Time, Citizens First CUB shall use its best efforts, including using its best efforts to obtain any necessary consents from grantees of Performance Units under optionees, with respect to the Citizens First Incentive Plan CUB Stock Option Plan, to permit the vesting and exchange for the Performance Unit Cash Payment conversion of each outstanding stock option into cash as provided in Section 1.03(d). Citizens First CUB shall take action prior to the Effective Time to cause the termination of the Citizens First Incentive CUB Stock Option Plan as of the Effective Time.

Employee Benefit Plans and Employee Payments. (a) GABC and GABC's subsidiaries, as applicable, German American shall provide compensation and benefits to the officers and employees of Citizens FirstUCBN, CF Bank and the Trust United Commerce or any subsidiary who continue as employees of GABC or any of GABC's subsidiaries subsidiary after the Effective Time ("“Continuing Employees"”) that are generally comparable to those provided to GABC and German American’s similarly situated employees of GABC and GABC's subsidiariesemployees. (b) GABC and GABC's subsidiaries, as applicable, German American shall cause Continuing Employees to receive credit for prior service with Citizens First, CF Bank UCBN or the Trust United Commerce for purposes of eligibility and vesting (but not for purposes of accrual of benefits) under those GABC and German American employee benefit plans (in effect as of the Effective Time) that are made available to such Continuing Employees; provided, however, that in no event will any credit be given to the extent it would result in the duplication of benefits for the same period of service. Except as otherwise provided herein and subject to the consent of applicable insurance carriers and service providers, GABC may determine to keep one or more of Citizens First's or CF Bank's United Commerce’s separate benefit plans in effect for the Continuing Employees through the last day of 2019, or thereafter, 2013 even if the Effective Time occurs prior to the last day of 2019such date, if permitted by applicable law and the provisions of such plans; provided, however, that, to . To the extent that GABC determines, in its sole discretion, that one UCBN or more of Citizens First or CF Bank's United Commerce’s employee benefit plans should be terminated, either as of the Effective Time Time, the end of 2013, or such later time as GABC may determine is appropriate, Continuing Employees shall become eligible to participate in one or more similar type(s) of the employee benefit plan(s) plans of GABC or German American, if any, (for example, 401(k) to 401(k) or life insurance to life insurance) immediately American upon such termination, subject to the terms and conditions of such plan(s), with no gap in coverage except as may be required by the timing of pay dates with plans. With respect to 401(k) deferralsthe Continuing Employees who become covered under the health and dental plans of GABC and German American, GABC and German American shall make commercially reasonable efforts to cause such plans to waive any additional pre-existing condition limitations under the health or dental plan of GABC or German American in which they are eligible to participate than they otherwise would have been subject to under the health or dental plans of UCBN or United Commerce. To the extent that the initial period of coverage for Continuing Employees under any GABC or German American health and dental plan is not a full twelve (12) -month period of coverage, the language of such benefit plans shall provide provides credit for any deductibles and co-insurance payments made by such Continuing Employees under the corresponding and comparable Citizens First UCBN or CF Bank United Commerce plan during the balance of such twelve (12) -month period of coverage provided that GABC can obtain, in a manner reasonably satisfactory to GABC, as determined in its sole discretion, the necessary data. (c) After the Effective Time, Citizens First's United Commerce’s sick time and CF Bank's paid time-off vacation time policies shall terminate and all Continuing Employees shall be subject to GABC's paid-time-off policy’s sick time and vacation time policies. Notwithstanding the foregoing, all accrued and unpaid paid time-off sick time of Continuing Employees at the Effective Time, up to but not beyond two one hundred sixty (200160) hours per Continuing Employee, shall be carried over to GABC's paid-time-off ’s sick time policy, and all accrued and unpaid vacation time of Continuing Employees shall be carried over to GABC’s vacation time policy. (d) Until the Effective Time, Citizens FirstUCBN, CF Bank and the TrustUnited Commerce or a subsidiary of United Commerce, 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. GABC or a GABC 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 Citizens FirstUCBN, CF Bank United Commerce or the Trust a subsidiary of United Commerce 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 Citizens FirstUCBN, CF Bank United Commerce or the Trust a subsidiary of United Commerce who incurs a qualifying event before the Effective Time. (e) GABC United Commerce shall not, without the written prior approval of GABC, amend, modify, or German American intends to retain substantially all terminate the United Commerce Executive Agreements or waive any of its rights thereunder. (f) Except as provided by the employees of Citizens First, CF Bank or the Trust after the Effective Time. Except for those employees entitled United Commerce Executive Agreements (which shall govern such matters as to the benefits set forth in Section 5.06(e) of the Citizens First Disclosure Scheduleofficers who are parties thereto), those employees of Citizens First, CF Bank UCBN or the Trust, United Commerce as of the Effective Time (i) who GABC or its subsidiaries elect not to employ after the Effective Time or who become Continuing Employees but are terminated by German American (or a subsidiary of German American) other than for cause within twelve (12) months after the Closing Effective Date, and (ii) who sign and deliver a Termination and Release Agreement in the form attached hereto as Exhibit 5.06(e)5.06, shall be entitled to a severance payment stay bonus (payable, net of deductions, in a lump-sum payment promptly upon termination of employment and provided that they have satisfied the applicable conditions for such payment) equal to two one (21) weeks week of pay, at their base rate of pay in effect at the time of termination, for each full year of continuous service with Citizens First, CF United Commerce or United Commerce Bank or the Trust and their successors, with a minimum of twelve (12) weeks and a maximum of twenty-six (26) thirteen weeks. In addition, any such terminated employees shall be entitled to their accrued paid-time-off and to continuation coverage under German American's group health plans as required by COBRA, subject to timely election and payment of the applicable COBRA premium by such terminated employees. (fg) Nothing in this Section shall be deemed to apply to employees other than those described in this Section, or to limit or modify GABC's ’s or German American's ’s at-will employment policy or any employee's ’s at-will employment status. It is understood and agreed between the parties that all provisions contained in this Agreement with respect to employment, employee benefit plans or employee compensation are included for the sole benefit of the respective parties hereto and do not and shall not create any right in any other Person, including, but not limited to, any Continuing Employee, any participant in any benefit or compensation plan or any beneficiary thereof. Nothing in this Agreement shall be deemed to constitute an amendment of any employee benefit plan of GABC or German American, nor shall it limit the right of Citizens FirstUCBN, CF BankUnited Commerce, GABC or German American from amending or terminating their respective employee benefit plans from time to time. (g) As to Citizens First's and/or CF Bank's welfare benefit plans: (i) To the extent allowable under the plans and subject to the consent of applicable insurance carriers and service providers, all fully insured welfare benefit plans (including, but not limited to, health, dental/vision, life/AD&D, LTD) currently sponsored by Citizens First and/or CF Bank, shall continue as separate plans after the Effective Time, until such time as GABC determines, in its sole discretion, that it will terminate any or all of such plans. (ii) As of the Effective Time, Citizens First and/or CF Bank shall take, or cause to be taken, all actions necessary to assign any and all applicable group insurance policies to GABC and to provide GABC all necessary financial, enrollment, eligibility, contractual and other information related to these welfare benefit plans to assist GABC in the administration of such plans. (iii) From the date of this Agreement through the Effective Time, Citizens First and/or CF Bank shall continue to pay the applicable insurance premiums necessary to continue the benefits under Citizens First's and/or CF Bank's fully insured welfare benefit plans. (h) From and after the date of this Agreement, Citizens First shall not award any additional equity grants or awards of any kind under the Citizens First Incentive Plan. Prior to the Effective Time, Citizens First shall use its best efforts, including using its best efforts to obtain any necessary consents from grantees of Performance Units under the Citizens First Incentive Plan to permit the vesting and exchange for the Performance Unit Cash Payment as provided in Section 1.03(d). Citizens First shall take action prior to the Effective Time to cause the termination of the Citizens First Incentive Plan as of the Effective Time.

Employee Benefit Plans and Employee Payments. (a) GABC and GABC's subsidiariesCommencing on or around the Effective Time, as applicable, First Internet shall provide compensation and benefits make available to the officers and employees of Citizens First, CF Bank and the Trust First Century or any Subsidiary who continue as employees of GABC First Internet or any of GABC's subsidiaries Subsidiary after the Effective Time ("“Continuing Employees") that ”), substantially the same employee benefits as are generally comparable available to those provided all First Internet employees, except where different benefits are required by other provisions of this Agreement. As a condition to similarly situated employees of GABC employment, all Continuing Employees must execute and GABC's subsidiariesreturn to First Internet the Non-Disclosure and Non-Solicitation Agreement utilized by First Internet with respect to its or its Subsidiaries’ employees. (b) GABC From and GABC's subsidiariesafter the Effective Time, as applicable, shall cause Continuing Employees will be subject to receive the terms and conditions of the First Internet vacation/paid time off policy in place for similarly situated employees of First Internet, with credit given for all prior years of service with Citizens First, CF Bank First Century or the Trust any Subsidiary for purposes of determining vacation/paid time off pay eligibility and the amount of such vacation/paid time off pay. (c) For purposes of participation and vesting (but not benefit accruals other than for paid time off and severance) under those GABC and German American the employee benefit plans plans, programs or arrangements sponsored or maintained by First Internet or its Subsidiaries (in effect each a “First Internet Benefit Plan” and collectively the “First Internet Benefit Plans”), service with or credited or recognized by First Century or any of its Subsidiaries under the corresponding First Century Benefit Plan shall be treated as of the Effective Time) that are made available to such Continuing Employees; service with First Internet, provided, however, that in no event will any credit such service shall not be given to the extent it would result in the duplication of benefits for the same period of service. Except as otherwise provided herein and subject to the consent of applicable insurance carriers and service providers, GABC may determine to keep one or more of Citizens First's or CF Bank's separate benefit plans in effect for the Continuing Employees through the last day of 2019, or thereafter, even if the Effective Time occurs prior to the last day of 2019, if permitted by applicable law and the provisions of such plans; provided, however, that, recognized to the extent that GABC such recognition would result in a duplication of benefits. To the extent permitted under applicable law, for the plan year during which Continuing Employees transition to the welfare First Internet Benefit Plans, First Internet shall use its best efforts to cause welfare First Internet Benefit Plans that cover the Continuing Employees after the Effective Time to (i) waive any waiting period and restrictions and limitations for preexisting conditions or insurability (except for pre-existing conditions that were excluded, or restrictions or limitations that were applicable, under the First Century Benefit Plans), and (ii) cause any deductible, co-insurance, or maximum out-of-pocket payments made by the Continuing Employees under welfare First Century Benefit Plans to be credited to such Continuing Employees under welfare First Internet Benefit Plans, so as to reduce the amount of any deductible, co-insurance or maximum out-of-pocket payments payable by such Continuing Employees under welfare First Internet (d) Each Continuing Employee shall be eligible to participate in the First Internet 401(k) Plan on or as soon as administratively practicable after the Effective Time. Account balances under the Insperity 401(k) Plan will be eligible for transfer to the First Internet 401(k) Plan to the extent authorized under the terms of the Insperity 401(k) Plan (with such transfer to include outstanding loan notes for a Continuing Employee to the extent authorized by the Insperity 401(k) Plan). Any other former employee of First Century or any First Century Bank who is employed by First Internet or any First Internet Subsidiary after the Effective Time shall be eligible to be a participant in the First Internet 401(k) Plan upon complying with eligibility requirements. Service with or credited or recognized by First Century or any of its Subsidiaries with respect to the First Century 401(k) Plan shall be recognized as service under the First Internet 401(k) Plan. (e) First Internet may elect to continue to maintain all First Century employee welfare benefit and cafeteria plans currently in effect at the Effective Time until such time as First Internet determines, in its sole discretion, that one to modify or more terminate any or all of Citizens 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. (f) 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 First or CF Bank's employee benefit plans should be terminated, either Century Bank as of the Effective Time who (i)(A) are still employed by First Century Bank and who First Internet Bank or such later time as GABC may determine is appropriate, Continuing Employees shall become eligible any of its Subsidiaries elects not to participate in one or more similar type(s) of employee benefit plan(s) of GABC or German American, if any, (for example, 401(k) to 401(k) or life insurance to life insurance) immediately upon such termination, subject to the terms and conditions of such plan(s), with no gap in coverage except as may be required by the timing of pay dates with respect to 401(k) deferrals. To the extent that the initial period of coverage for Continuing Employees under any GABC or German American health and dental plan is not a full twelve (12) month period of coverage, such benefit plans shall provide credit for any deductibles and co-insurance payments made by such Continuing Employees under the corresponding and comparable Citizens First or CF Bank plan during the balance of such twelve (12) month period of coverage provided that GABC can obtain, in a manner reasonably satisfactory to GABC, the necessary data. (c) After employ after the Effective Time, Citizens First's and CF Bank's paid time-off policies shall terminate and all 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 Internet Bank, which shall be subject at First Internet’s sole discretion include typical confidentiality provisions and one-year restrictive covenant provisions relating to GABC's paidnon-time-off policy. Notwithstanding the foregoing, all accrued solicitation of customers and unpaid paid time-off employees of Continuing Employees at the Effective Time, up to but not beyond two hundred (200) hours per Continuing EmployeeFirst Internet Bank, shall be carried over entitled to GABC's paidseverance pay, in a single lump sum (less required withholdings) within sixty (60) days after his termination date, in an amount equal to two (2) weeks of pay, at their base rate of pay in effect at the time of termination, for their first full year of continuous service with First Century Bank plus one (1) week of pay, at their base rate of pay in effect at the time of termination, for each full year of continuous service with First Century Bank thereafter, with a maximum of twenty-timesix (26) weeks. Nothing in this Section shall be deemed to limit or modify First Internet’s or First Internet Bank’s at-off policywill employment policy or any employee’s at will employment status. (dg) Until the Effective Time, Citizens First, CF Bank and the TrustFirst Century or a Subsidiary of First Century, 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. GABC First Internet or a GABC subsidiaryFirst Internet 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 Citizens First, CF Bank First Century or the Trust a Subsidiary of First Century 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 Citizens First, CF Bank First Century or the Trust a Subsidiary of First Century who incurs a qualifying event before the Effective Time. (e) GABC or German American intends to retain substantially all of the employees of Citizens First, CF Bank or the Trust after the Effective Time. Except for those employees entitled to the benefits set forth in Section 5.06(e) of the Citizens First Disclosure Schedule, those employees of Citizens First, CF Bank or the Trust, as of the Effective Time (i) who GABC or its subsidiaries elect not to employ after the Effective Time or who become Continuing Employees but are terminated by German American (or a subsidiary of German American) other than for cause within twelve (12) months after the Closing Date, and (ii) who sign and deliver a Termination and Release Agreement in the form attached hereto as Exhibit 5.06(e), shall be entitled to a severance payment (payable, net of deductions, in a lump-sum payment promptly upon termination of employment and provided that they have satisfied the applicable conditions for such payment) 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 Citizens First, CF Bank or the Trust and their successors, with a minimum of twelve (12) weeks and a maximum of twenty-six (26) weeks. In addition, any such terminated employees shall be entitled to their accrued paid-time-off and to continuation coverage under German American's group health plans as required by COBRA, subject to timely election and payment of the applicable COBRA premium by such terminated employees. (f) Nothing in this Section shall be deemed to apply to employees other than those described in this Section, or to limit or modify GABC's or German American's at-will employment policy or any employee's at-will employment status. It is understood and agreed between the parties that all provisions contained in this Agreement with respect to employment, employee benefit plans or employee compensation are included for the sole benefit of the respective parties hereto and do not and shall not create any right in any other Person, including, but not limited to, any Continuing Employee, any participant in any benefit or compensation plan or any beneficiary thereof. Nothing in this Agreement shall be deemed to constitute an amendment of any employee benefit plan of GABC or German American, nor shall it limit the right of Citizens First, CF Bank, GABC or German American from amending or terminating their respective employee benefit plans from time to time. (g) As to Citizens First's and/or CF Bank's welfare benefit plans: (i) To the extent allowable under the plans and subject to the consent of applicable insurance carriers and service providers, all fully insured welfare benefit plans (including, but not limited to, health, dental/vision, life/AD&D, LTD) currently sponsored by Citizens First and/or CF Bank, shall continue as separate plans after the Effective Time, until such time as GABC determines, in its sole discretion, that it will terminate any or all of such plans. (ii) As of the Effective Time, Citizens First and/or CF Bank shall take, or cause to be taken, all actions necessary to assign any and all applicable group insurance policies to GABC and to provide GABC all necessary financial, enrollment, eligibility, contractual and other information related to these welfare benefit plans to assist GABC in the administration of such plans. (iii) From the date of this Agreement through the Effective Time, Citizens First and/or CF Bank shall continue to pay the applicable insurance premiums necessary to continue the benefits under Citizens First's and/or CF Bank's fully insured welfare benefit plans. (h) From and after the date of this Agreement, Citizens First shall not award any additional equity grants or awards of any kind under the Citizens First Incentive Plan. Prior to the Effective Time, Citizens First shall use its best efforts, including using its best efforts to obtain any necessary consents from grantees of Performance Units under the Citizens First Incentive Plan to permit the vesting and exchange for the Performance Unit Cash Payment as provided in Section 1.03(d). Citizens First shall take action prior to the Effective Time to cause the termination of the Citizens First Incentive Plan as of the Effective Time.

Employee Benefit Plans and Employee Payments. (a) GABC and GABC's subsidiaries, as applicable, shall provide compensation and benefits to the officers and employees of Citizens First, CF Bank FSI and any of the Trust Subsidiaries who continue as employees of GABC or any of GABC's subsidiaries after the Effective Time ("Continuing Employees") that are generally comparable to those provided to similarly situated employees of GABC and GABC's subsidiaries. (b) GABC and GABC's subsidiaries, as applicable, shall cause Continuing Employees to receive credit for prior service with Citizens First, CF Bank FSI or any of the Trust Subsidiaries for purposes of eligibility and vesting under those GABC and German American employee benefit plans (in effect as of the Effective Time) that are made available to such Continuing Employees; provided, however, that in no event will any credit be given to the extent it would result in the duplication of benefits for the same period of service. Except as otherwise provided herein and subject to the consent of applicable insurance carriers and service providers, GABC may determine to keep one or more of Citizens FirstFSI's or CF FS Bank's separate benefit plans in effect for the Continuing Employees through the last day of 20192018, or thereafter, even if the Effective Time occurs prior to the last day of 20192018, if permitted by applicable law and the provisions of such plans; provided, however, that, to the extent that GABC determines, in its sole discretion, that one or more of Citizens First FSI or CF FS Bank's employee benefit plans should be terminated, either as of the Effective Time or such later time as GABC may determine is appropriate, Continuing Employees shall become eligible to participate in one or more similar type(s) of employee benefit plan(s) of GABC or German American, if any, (for example, 401(k) to 401(k) or life insurance to life insurance) immediately upon such termination, subject to the terms and conditions of such plan(s), with no gap in coverage except as may be required by the timing of pay dates with respect to 401(k) deferrals. To the extent that the initial period of coverage for Continuing Employees under any GABC or German American health and dental plan is not a full twelve (12) month period of coverage, such benefit plans shall provide credit for any deductibles and co-insurance payments made by such Continuing Employees under the corresponding and comparable Citizens First FSI or CF FS Bank plan during the balance of such twelve (12) month period of coverage provided that GABC can obtain, in a manner reasonably satisfactory to GABC, the necessary data. (c) After the Effective Time, Citizens FirstFSI's and CF FS Bank's paid time-off sick time and vacation time policies shall terminate and all Continuing Employees shall be subject to GABC's paid-time-off policy. Notwithstanding the foregoing, all accrued and unpaid paid time-off sick and vacation time of Continuing Employees at the Effective Time, up to but not beyond two hundred (200) hours per Continuing Employee, shall be carried over to GABC's paid-time-off policy. (d) Until the Effective Time, Citizens First, CF Bank FSI and any of the TrustSubsidiaries, 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. GABC or a GABC 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 Citizens First, CF Bank FSI or any of the Trust Subsidiaries 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 Citizens First, CF Bank FSI or any of the Trust Subsidiaries who incurs a qualifying event before the Effective Time. (e) GABC or German American intends to retain substantially all of the employees of Citizens First, CF Bank FSI or any of the Trust Subsidiaries after the Effective Time. Except for those employees entitled to the benefits set forth in Section 5.06(e) of the Citizens First FSI Disclosure Schedule, those employees of Citizens First, CF Bank FSI or any of the TrustSubsidiaries, as of the Effective Time (i) who GABC or its subsidiaries elect not to employ after the Effective Time or who become Continuing Employees but are terminated by German American (or a subsidiary of German American) other than for cause within twelve (12) months after the Closing Date, and (ii) who sign and deliver a Termination and Release Agreement in the form attached hereto as Exhibit 5.06(e), shall be entitled to a severance payment (payable, net of deductions, in a lump-sum payment promptly upon termination of employment and provided that they have satisfied the applicable conditions for such payment) equal to two one (21) weeks week of pay, at their base rate of pay in effect at the time of termination, for each full year of continuous service with Citizens First, CF Bank FSI or any of the Trust Subsidiaries and their successors, with a minimum of twelve (12) weeks and a maximum of twenty-six (26) weeks. In addition, any such terminated employees shall be entitled to their accrued paid-time-off and to continuation coverage under German American's group health plans as required by COBRA, subject to timely election and payment of the applicable COBRA premium by such terminated employees. (f) Nothing in this Section shall be deemed to apply to employees other than those described in this Section, or to limit or modify GABC's or German American's at-will employment policy or any employee's at-will employment status. It is understood and agreed between the parties that all provisions contained in this Agreement with respect to employment, employee benefit plans or employee compensation are included for the sole benefit of the respective parties hereto and do not and shall not create any right in any other Person, including, but not limited to, any Continuing Employee, any participant in any benefit or compensation plan or any beneficiary thereof. Nothing in this Agreement shall be deemed to constitute an amendment of any employee benefit plan of GABC or German American, nor shall it limit the right of Citizens FirstFSI, CF FS Bank, GABC or German American from amending or terminating their respective employee benefit plans from time to time. (g) As to Citizens First's and/or CF BankFSI's welfare benefit plans: (i) To the extent allowable under the plans and subject to the consent of applicable insurance carriers and service providers, all fully insured welfare benefit plans (including, but not limited to, health, dental/vision, life/AD&D, LTD) currently sponsored by Citizens First and/or CF Bank, FSI shall continue as separate plans after the Effective Time, until such time as GABC determines, in its sole discretion, that it will terminate any or all of such plans. (ii) As of the Effective Time, Citizens First and/or CF Bank Time FSI shall take, or cause to be taken, all actions necessary to assign any and all applicable group insurance policies to GABC and to provide GABC all necessary financial, enrollment, eligibility, contractual and other information related to these its welfare benefit plans to assist GABC in the administration of such plans. (iii) From the date of this Agreement through the Effective Time, Citizens First and/or CF Bank FSI shall continue to pay the applicable insurance premiums necessary to continue the benefits under Citizens First's and/or CF BankFSI's fully insured welfare benefit plans. (h) From and after the date of this Agreement, Citizens First FSI shall not award any additional equity grants or awards of any kind under any of the Citizens First FSI Incentive Plan. Prior to the Effective Time, Citizens First FSI shall use its best efforts, including using its best efforts to obtain any necessary consents from optionees, with respect to the FSI Incentive Plan, to permit the conversion of each outstanding stock option into cash as provided in Section 1.03(d), and from grantees of Performance Units restricted stock awards under the Citizens First FSI Incentive Plan to permit the vesting of restricted shares and exchange for the Performance Unit Cash Payment Merger Consideration as provided in Section 1.03(d) and Section 1.03(i), respectively. Citizens First FSI shall take action prior to the Effective Time to cause the termination of the Citizens First FSI Incentive Plan as of the Effective TimeDate.