Common use of Employee Benefit Plans; Existing Agreements Clause in Contracts

Employee Benefit Plans; Existing Agreements. (a) As of or as soon as practicable following the Effective Time, the employees of the Company and its Subsidiaries who remain in the employ of Parent or its Subsidiaries subsequent to the Effective Time (the “Company Employees”) shall be eligible to participate in the employee benefit plans of Parent and its Subsidiaries (the “Parent Plans”) in which similarly situated employees of Parent and its Subsidiaries participate, to the same extent as similarly situated employees of Parent or its Subsidiaries (it being understood that inclusion of Company Employees in such Parent Plans may occur at different times with respect to different plans). The Company agrees to take any necessary actions to cease benefit accruals under any Company plan that is a Tax-qualified defined benefit plan as of the Effective Time. (b) With respect to each Parent Plan, other than an employee pension plan as such term is defined in Section 3(2) of ERISA, for purposes of determining eligibility to participate, service with the Company (or predecessor employers to the extent that the Company provides past service credit) shall be treated as service with Parent. Parent shall use commercially reasonable efforts to cause each Parent Plan that is a group health plan to waive pre-existing condition limitations applicable to the Company Employees (to the same extent such limitations were satisfied immediately prior to the Closing). (c) Unless instructed otherwise by Parent, effective as of no later than the day immediately preceding the Effective Time, the Company shall, and shall cause its Subsidiaries to, terminate any and all Company Benefit Plans that are intended to include a Code Section 401(k) arrangement (each, a “401(k) Plan”), unless Parent provides written notice to the Company that any such 401(k) Plans shall not be terminated. The Company shall provide Parent with evidence that any such 401(k) Plan has been terminated pursuant to resolutions of the board of directors (or similar body) of the Company or its Subsidiaries, as the case may be. Such resolutions shall be subject to review by, and shall be in form and substance reasonably acceptable to, Parent. The Company shall also take such other actions in furtherance of terminating any such 401(k) Plan as Parent may reasonably request.

Employee Benefit Plans; Existing Agreements. (a) As of or as soon as practicable following the Effective Effec tive Time, the employees of the Company and its Subsidiaries who remain in the employ of Parent or its Subsidiaries subsequent to the Effective Time GFB (the “Company "GFB Employees”") shall be eligible entitled to participate in the employee benefit plans of Parent and its Subsidiaries (the “Parent Plans”) CFB in which similarly situated employees of Parent and its Subsidiaries CFB participate, to the same extent as similarly similarly-situated employees of Parent or its Subsidiaries CFB (it being understood that inclusion of Company GFB Employees in such Parent Plans CFB's employee benefit plans may occur at different times with respect to different plans). The Company agrees to take any necessary actions to cease benefit accruals under any Company plan that is a Tax-qualified defined benefit plan as of the Effective Time. (b) With respect to each Parent Plan, other than CFB Plan that is an "employee pension plan benefit plan," as such term is defined in Section 3(2) of 3(3)of ERISA, for purposes of determining eligibility to participate, vesting, and entitlement to benefits, including for severance benefits and vacation entitlement (but not for accrual of pension benefits), service with the Company (or predecessor employers to the extent that the Company provides past service credit) GFB shall be treated as service with Parent. Parent CFB; provided however, that such service shall use commercially reasonable efforts to cause each Parent Plan that is a group health plan to waive pre-existing condition limitations applicable not be recognized to the Company extent that such recognition would result in a duplication of bene fits. Such service also shall apply for purposes of satisfying any waiting periods, evidence of insurability requirements, or the application of any preexisting condition limitations. GFB Employees (to shall be given credit for amounts paid under a corresponding benefit plan during the same extent period for purposes of applying deductibles, copayments and out-of-pocket maximums as though such limitations were satisfied immediately prior to amounts had been paid in accordance with the Closing)terms and conditions of the CFB Plan. (c) Unless instructed otherwise by Parent, effective as of no later than the day immediately preceding Following the Effective Time, the Company shall, Surviving Corporation shall honor and shall cause its Subsidiaries toCFB to honor in accordance with their terms all employment, terminate any severance and all Company Benefit Plans that are intended to include a Code Section 401(k) arrangement (each, a “401(k) Plan”), unless Parent provides written notice other compensation agreements and arrangements existing on or prior to the Company execution of this Agreement which are between Golden State or GFB and any director, officer or employee thereof and which have been disclosed in the Golden State Disclosure Schedule and previously have been delivered to Parent Holdings (provided that nothing in this Section 6.6(c) shall be deemed to adversely affect the rights of any party to or beneficiary of any such 401(k) Plans shall employment, severance and compensation agreements and arrangements under the same, whether or not be terminateddisclosed in the Golden State Disclosure Schedule or previously delivered to Parent Holdings). The Company shall provide Notwithstanding anything to the contrary contained in this Agreement, Parent with evidence that any such 401(k) Plan has been terminated pursuant to resolutions of Holdings or the board of directors (or similar body) of the Company or its SubsidiariesSurviving Corporation, as the case may be. Such resolutions , shall take and shall cause CFB to take all actions necessary to effect the items set forth in Section 6.6 of the Golden State Disclosure Schedule, and Section 6.6 of the Golden State Disclosure Schedule shall be subject to review by, and shall be in form and substance reasonably acceptable to, Parent. The Company shall also take such other actions in furtherance of terminating any such 401(k) Plan as Parent may reasonably requestdeemed incorporated into this Section 6.6(c).

Employee Benefit Plans; Existing Agreements. (a) As of or as soon as practicable following Following the Effective Time, the employees of the Company and its Subsidiaries who remain in the employ of Parent or its Subsidiaries subsequent to the Effective Time (the “"Company Employees”") shall be eligible entitled to participate in the employee benefit plans of New Parent and its Subsidiaries (the “or Parent Plans”) in which similarly situated employees of Parent and its Subsidiaries ("Parent Employees") participate, to the same extent as similarly situated employees of Parent or its Subsidiaries (it being understood that inclusion of Company Employees in such Parent Plans may occur at different times with respect to different plans). The Company agrees to take any necessary actions to cease benefit accruals under any Company plan that is a Tax-qualified defined benefit plan as of the Effective TimeParent. (b) With respect to each Parent Plan, other than Company Plan that is an "employee pension plan benefit plan," as such term is defined in Section 3(23(3) of ERISA, for purposes of determining eligibility to participate, vesting, and entitlement to benefits, including for severance benefits and vacation entitlement (but not for accrual of pension benefits except to the extent that past service credit is provided to Parent Employees), service with the Company (or predecessor employers to and its Subsidiaries by Company Employees employed immediately after the extent that the Company provides past service credit) Effective Time shall be treated as service with Parent and New Parent. , and with respect to Parent Employees employed immediately after the Parent Scheme Effective Time, service with the Parent and its Subsidiaries shall use commercially reasonable efforts to cause each Parent Plan be treated as service with New Parent; provided, however, that is a group health plan to waive pre-existing condition limitations applicable such service shall not be recognized to the extent that such recognition would result in a duplication of benefits. Such service also shall apply for purposes of satisfying any waiting periods, evidence of insurability requirements, or the application of any preexisting condition limitations. Company Employees (to and Parent Employees shall be given credit for amounts paid under a corresponding benefit plan during the same extent period for purposes of applying deductibles, copayments and out-of-pocket maximums as though such limitations were satisfied immediately prior to amounts had been paid in accordance with the Closing)terms and conditions of the New Parent Plan. (c) Unless instructed otherwise by Parent, effective as of no later than the day immediately preceding Following the Effective Time, New Parent shall honor in accordance with their terms all employment, severance and other compensation agreements and arrangements existing on or prior to the execution of this Agreement which are between the Company shalland any director, officer or employee thereof and shall cause its Subsidiaries to, terminate any and all Company Benefit Plans that are intended to include a Code Section 401(k) arrangement (each, a “401(k) Plan”), unless Parent provides written notice to which have been disclosed in the Company that any such 401(k) Plans shall not be terminated. The Company shall provide Parent with evidence that any such 401(k) Plan has Disclosure Letter and previously have been terminated pursuant delivered to resolutions of the board of directors (or similar body) of the Company or its Subsidiaries, as the case may be. Such resolutions shall be subject to review by, and shall be in form and substance reasonably acceptable to, Parent. The Company shall also take such other actions in furtherance of terminating any such 401(k) Plan as Parent may reasonably request.ARTICLE SIX

Employee Benefit Plans; Existing Agreements. (a) As of or as soon as practicable following Following the Effective Time, the employees of Parent shall continue to provide to individuals who are employed by the Company and its Subsidiaries as of the Effective Time who remain in the employ employed with Parent or any Subsidiary of Parent ("Affected Employees"), for so long as such Affected Employees remain employed by Parent or its Subsidiaries subsequent any Subsidiary of Parent, employee benefits (i) pursuant to the Company Plans as in effect immediately prior to the Effective Time or (the “Company Employees”ii) shall be eligible pursuant to participate Parent Plans provided to similarly situated employees of Parent (it being understood that inclusion of Affected Employees in the employee benefit plans of Parent and its Subsidiaries (the “Parent Plans”) in which similarly situated employees or a Subsidiary of Parent and its Subsidiaries participate, to the same extent as similarly situated employees of Parent or its Subsidiaries (it being understood that inclusion of Company Employees in such Parent Plans may occur at different times with respect to different plans). The ) on terms no less favorable in the aggregate than the employee benefits provided to similarly situated employees of Parent. (b) Parent shall, or shall cause its Affiliates to, give Affected Employees full credit for purposes of eligibility, vesting and determination of the level of benefits under (but not for accrual of pension benefits) any Parent Plan for such Affected Employees' service with the Company agrees or any Subsidiary of the Company (or any predecessor entity) to take any necessary actions to cease benefit accruals under the same extent that such service was credited for purposes of any Company plan that is a Tax-qualified defined benefit plan as of Plan immediately prior to the Effective Time. (bc) With respect Parent shall, or shall cause its Affiliates to, (i) waive all limitations as to each Parent Plan, other than an employee pension plan as such term is defined in Section 3(2) of ERISA, for purposes of determining eligibility to participate, service with the Company (or predecessor employers to the extent that the Company provides past service credit) shall be treated as service with Parent. Parent shall use commercially reasonable efforts to cause each Parent Plan that is a group health plan to waive pre-existing condition limitations conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to the Company Affected Employees (to the same extent under any welfare benefit plans in which such limitations were satisfied immediately prior to the Closing). (c) Unless instructed otherwise by Parent, effective as of no later than the day immediately preceding employees may participate after the Effective Time, to the extent such limitations or periods have been satisfied as of the Effective Time (or date of participation in any such plan if later) under any analogous Company shallPlan, and (ii) provide each Affected Employee with credit for any co-payments and deductibles paid prior to the Effective Time (or date of participation in any such plan if later) during the calendar year in which the Effective Time (or date of participation in any such plan if later) occurs for purposes of satisfying any applicable deductible or out-of-pocket requirements under any welfare plans that such employees participate in after the Effective Time. (d) Following the Effective Time, Parent shall honor, fulfill and discharge and shall cause its the appropriate Subsidiaries toof Parent to honor, terminate any fulfill and all Company Benefit Plans that are intended to include a Code Section 401(k) arrangement (each, a “401(k) Plan”), unless Parent provides written notice to discharge in accordance with their terms the Company Plans (as in effect as of Effective Time) which have been disclosed in the Company Disclosure Schedule and previously have been made available or delivered to Parent; provided, however, that nothing herein shall prevent Parent from amending or terminating any Company Plans in accordance with the terms of such 401(kCompany Plans. (e) Plans Nothing in this Agreement shall be construed as requiring Parent or any of its Affiliates to employ any Affected Employee for any length of time following the Closing Date. Nothing in this Section 6.7 shall be construed as conferring upon any Person other than the parties hereto (including but not be terminated. limited to any Affected Employee) any rights or remedies hereunder. (f) The Company shall provide Parent with evidence that any such 401(k) Plan has been terminated pursuant use reasonable best efforts to resolutions receive on or prior to the Effective Time from each of the board of directors (or similar bodyindividuals listed on Section 6.7(f) of the Company or its Subsidiaries, as the case may be. Such resolutions shall be subject to review by, and shall be Disclosure Schedule written acknowledgements (in form and substance reasonably acceptable to, satisfactory to Parent. The ) of the full satisfaction of their rights under the agreements listed on such Section 6.7(f) of the Company shall also take such other actions in furtherance of terminating any such 401(k) Plan as Parent may reasonably requestDisclosure Schedule.

Employee Benefit Plans; Existing Agreements. (a) As of or as soon as practicable following Following the Effective Time, the employees of the Company and its Subsidiaries who remain in the employ of Parent or its Subsidiaries subsequent to the Effective Time (the “Company Employees”) shall be eligible to participate in the employee benefit plans, including severance plans (each a “Parent Plan”), of Parent and or its Subsidiaries (the “Parent Plans”) in which similarly situated employees of Parent and or its Subsidiaries participate, to the same extent as that similarly situated employees of Parent or its Subsidiaries participate; provided, however, that, in the case of all benefits then provided to the Company Employees, until the first anniversary of the Effective Time, Parent may instead provide such employees with participation in the employee benefit plans of the Company in which they participated immediately prior to the Effective Time (it being understood that inclusion of Company Employees in such Parent Plans Parent’s employee benefit plans may occur at different times with respect to different plans). The Company agrees to take any necessary actions to cease benefit accruals under any Company plan that is a Tax-qualified defined benefit plan as of From and after the Effective Time, Parent may elect not to provide to the Company Employees any benefits which are not then provided by Parent and its Subsidiaries to their employees notwithstanding that such benefits were provided by the Company and its Subsidiaries to their employees immediately prior to the Effective Time. In the case of benefits which are provided at the Effective Time by Parent to employees of Parent and its Subsidiaries but are not then provided by the Company and its Subsidiaries to their employees, Parent will as soon as possible, and in all events within one year, after the Effective Time include the Company Employees in the plans under which such benefits are made available. (b) With respect to each Parent Plan, other than an employee pension plan as such term Plan for which length of service is defined in Section 3(2) of ERISA, taken into account for purposes of determining eligibility to participateany purpose, service with the Company or any of its Subsidiaries (or predecessor employers to the extent that the Company provides past service credit) shall be treated as service with ParentParent for purposes of determining eligibility to participate, vesting, and entitlement to benefits, including for severance benefits and vacation entitlement (but not for accrual of defined benefit pension benefits); provided however, that such service shall not be recognized to the extent that such recognition would result in a duplication of benefits. Such service also shall apply for purposes of satisfying any waiting periods, evidence of insurability requirements, or the application of any preexisting condition limitations, if permitted by the Parent shall use commercially reasonable efforts to cause Plan. If permitted by the Parent Plan, each Parent Plan that is a group health plan to shall waive pre-existing condition limitations applicable to the Company Employees (to the same extent waived under the applicable Company Plan, and Company Employees shall be given credit for amounts paid under a corresponding benefit plan during the same period for purposes of applying deductibles, copayments and out-of-pocket maximums as though such limitations were satisfied immediately prior to amounts had been paid in accordance with the Closing)terms and conditions of the Parent Plan. (c) Unless instructed otherwise by ParentAs of the Effective Time, effective Parent shall assume and honor and shall cause the appropriate Subsidiaries of Parent to assume and to honor in accordance with their terms all agreements listed in Section 7.8 of the Company Disclosure Schedule (the “Benefit Agreements”). Parent acknowledges and agrees that (i) the Merger will constitute a “change in control” of the Company for all purposes under such agreements and (ii) calendar year 2007 shall be deemed to be the most recent “year” for purposes of calculating any severance or change-in-control payments due under the Benefit Agreements in connection with the Merger, the salary used in calculating any portion of such payments shall be the individual’s salary, on an annualized basis, in effect as of no later than the day immediately preceding date hereof, and the Company is authorized, notwithstanding any contrary provisions herein, to amend the Benefit Agreements to clarify the intentions set forth in this Section 7.8(c)(ii). The provisions of this Section 7.8(c) are intended to be for the benefit of, and shall be enforceable by, each director, officer or employee that is a party to any Benefit Agreement. (d) Parent and the Company agree that, prior to the Effective Time, the Company shall, and shall cause its Subsidiaries to, terminate any and all Company Benefit Plans that are intended to include may adopt a Code Section 401(k) arrangement severance plan (each, a the “401(k) Severance Plan”), unless Parent provides written notice to and a change in control retention plan (the Company that any such 401(k“Retention Plan”) Plans shall not be terminated. The Company shall provide Parent with evidence that any such 401(k) Plan has been terminated pursuant to resolutions of the board of directors (or similar bodyas provided in Section 6.1(i) of the Company Disclosure Schedule. Notwithstanding any other provision of this Agreement, any Plan or its Subsidiariesotherwise, Parent agrees from and after the Closing Date to maintain in full force and effect, without amendment or modification, (i) for a period of no less than one year following the Closing Date, the Severance Plan and (ii) the Retention Plan until such time as all Parent or Company obligations are fulfilled thereunder. The Severance Plan shall provide each Company employee two weeks of severance pay (at his then current pay rate) for each year of service with the case Company or any Company Subsidiary prior to such Company employee’s employment termination date; provided that the minimum benefit for Company employees shall be four weeks’ salary, and the maximum severance benefit will be twenty-six weeks’ salary. The Severance Plan shall also include a supplemental cash severance pool having an aggregate amount of $350,000 from which additional severance benefits may bebe awarded to Company employees at the discretion of Xx. Such resolutions Xxxxx Xxxxxxxxxxxx, subject to the consent of Parent (which consent shall not be unreasonably withheld or delayed). (e) Prior to the Effective Time, the Company shall amend all Plans that are or could be subject to Section 409A of the Code to comply with the final regulations under Section 409A, subject to the prior review by, and shall be in form and substance reasonably acceptable to, approval of Parent. The Company shall also take such other actions in furtherance of terminating any such 401(k) Plan as Parent may reasonably request.

Employee Benefit Plans; Existing Agreements. (a) As of or as soon as practicable following the Effective Time, to the extent permissible under the terms of the BancorpSouth Plans, the employees of the Company ASB Bancorp and its Subsidiaries who remain in the employ of Parent or its Subsidiaries subsequent to the Effective Time (the “Company "ASB Bancorp Employees”") shall be eligible to participate in the BancorpSouth's employee benefit plans of Parent and its Subsidiaries (the “Parent Plans”) in which similarly situated employees of Parent and its Subsidiaries BancorpSouth or BancorpSouth Bank participate, to the same extent as similarly situated employees of Parent BancorpSouth or its Subsidiaries BancorpSouth Bank (it being understood that inclusion of Company ASB Bancorp Employees in such Parent Plans BancorpSouth's employee benefit plans may occur at different times with respect to different plans). The Company agrees to take any necessary actions to cease benefit accruals under any Company plan that is a Tax-qualified defined benefit plan ) except as of the Effective Timeprovided below. (b) With respect to each Parent Plan, other than BancorpSouth Plan that is an "employee pension plan benefit plan," as such term is defined in Section 3(2section 3(3) of ERISA, for purposes of determining eligibility to participate, and entitlement to benefits, including for severance benefits and vacation entitlement, service with the Company (or predecessor employers to the extent that the Company provides past service credit) ASB Bancorp shall be treated as service with ParentBancorpSouth; provided, however, that such service shall not be recognized to the extent that such recognition would result in a duplication or increase of benefits; and provided further, that past service credit shall not be taken into account for determining eligibility, vesting or accrual of benefits under the BancorpSouth defined benefit pension plan. Parent Such service also shall use commercially reasonable efforts to cause each Parent apply for purposes of satisfying any waiting periods, evidence of insurability requirements, or the application of any preexisting condition limitations. Each BancorpSouth Plan that is a group health plan to shall waive pre-existing condition limitations applicable to the Company Employees (to the same extent waived under the applicable ASB Bancorp Plan. ASB Bancorp Employees shall be given credit for amounts paid under a corresponding benefit plan during the same period for purposes of applying deductibles, copayments and out-of-pocket maximums as though such limitations were satisfied immediately prior to amounts had been paid in accordance with the Closing)terms and conditions of the BancorpSouth Plan. (c) Unless instructed otherwise If requested by ParentBancorpSouth, effective as of no later than the day immediately preceding prior to the Effective Time, ASB Bancorp shall freeze, amend or take other action with respect to any Employee Plan (including terminating such plans immediately prior to the Company shallEffective Time) that BancorpSouth, in its sole discretion, deems advisable and not inconsistent with this Agreement, and shall cause its Subsidiaries to, terminate any provide all required notices to participants and all Company Benefit Plans that are intended to include a Code Section 401(k) arrangement (each, a “401(k) Plan”), unless Parent provides written notice to the Company that any such 401(k) Plans shall not be terminated. The Company shall provide Parent with evidence that any such 401(k) Plan has been terminated pursuant to resolutions of the board of directors (or similar body) of the Company or its Subsidiaries, as the case may be. Such resolutions shall be subject to review by, and shall be in form and substance reasonably acceptable to, Parent. The Company shall also take such other actions in furtherance of terminating any such 401(k) Plan as Parent may reasonably requestappropriate governmental agencies.

Employee Benefit Plans; Existing Agreements. (a) As of or as soon as practicable following the Effective Time, the The employees of the Company and its Subsidiaries who remain in the employ of Parent or its Subsidiaries subsequent to the Effective Time (the “Company Employees”) shall be eligible to participate in the employee benefit plans of those Parent and its Subsidiaries (the “Parent Plans”) Plans in which similarly situated employees of Parent and or its Subsidiaries participate, to the same extent as that similarly situated employees of Parent or its Subsidiaries (it being understood participate. From and after the Effective Time, Parent may elect not to provide to the Company Employees any benefits which are not then provided by Parent and its Subsidiaries to their employees notwithstanding that inclusion such benefits were provided by the Company and its Subsidiaries to their employees immediately prior to the Effective Time. In the case of benefits which are provided at the Effective Time by Parent to employees of Parent and its Subsidiaries but are not then provided by the Company and its Subsidiaries to their employees, Parent will as soon as possible after the Effective Time include the Company Employees in such the Parent Plans may occur at different times with respect to different plans). The Company agrees to take any necessary actions to cease benefit accruals under any Company plan that is a Tax-qualified defined benefit plan as of the Effective Timewhich such benefits are made available. (b) With respect to each Parent Plan, other than an employee pension plan as such term Plan for which length of service is defined in Section 3(2) of ERISA, taken into account for purposes of determining eligibility to participateany purpose, service with the Company or any of its Subsidiaries (or predecessor employers to the extent that the Company provides past service credit) shall be treated as service with ParentParent for purposes of determining eligibility to participate, vesting, and entitlement to benefits, including for vacation entitlement; provided, however, that such service shall not be recognized to the extent that such recognition would result in a duplication of benefits. Parent Such service also shall use commercially reasonable efforts to cause each apply for purposes of satisfying any waiting periods, evidence of insurability requirements, or the application of any preexisting condition limitations. Each Parent Plan that is a group health plan to shall waive pre-existing condition limitations applicable to the Company Employees (to the same extent waived under the applicable Company Plan, and Company Employees shall be given credit for amounts paid under a corresponding benefit plan during the same period for purposes of applying deductibles, copayments and out-of-pocket maximums as though such limitations were satisfied immediately prior to amounts had been paid in accordance with the Closing)terms and conditions of the Parent Plan. (c) Unless instructed otherwise by ParentParent and the Company agree that, effective as of no later than the day immediately preceding prior to the Effective Time, subject to the reasonable approval of Parent, the Company shall, may adopt a severance plan (the “Severance Plan”) for those employees not otherwise entitled to a severance benefit and shall cause its Subsidiaries to, terminate any who will not be retained by Parent following consummation of the transactions contemplated hereunder and all Company Benefit Plans that are intended to include a Code Section 401(k) arrangement change in control retention plan (each, a the “401(k) Retention Plan”). Notwithstanding any other provision of this Agreement, unless any Plan or otherwise, Parent provides written notice agrees from and after the Closing Date to maintain in full force and effect, without amendment or modification (i) for a period of no less than one year following the Closing Date, the Severance Plan and (ii) the Retention Plan until such time as all Parent or Company obligations are fulfilled thereunder. All payments of a severance amount, whether pursuant to the Company that any such 401(k) Plans shall not be terminated. The Company shall provide Parent with evidence that any such 401(k) Severance Plan has been terminated pursuant to resolutions of the board of directors (or similar body) of the Company or its Subsidiariesotherwise, as the case may be. Such resolutions shall will be subject to review by, and shall be the subject employee’s execution of a release that is satisfactory in form and substance reasonably acceptable toto Parent. Subject to the following minimum benefits, Parentthe Company will grant an eligible full-time employee, who was exempt from the requirements of the Fair Labor Standards Act (“FLSA”) as of the date of this Agreement, two weeks of severance pay (at his or her then current pay rate) for each year of service with the Company or any of its Subsidiaries prior to the employment termination date. The minimum benefit for exempt employees shall be two weeks’ salary, and the maximum severance benefit will be ten weeks’ salary for Company exempt employees. The Company will grant an eligible full-time employee, who was not exempt from the requirements of the FLSA as of the date of this Agreement, one week of severance pay (at his then current pay rate) for each year of service with the Company or any of its Subsidiaries prior to the employment termination date. The minimum benefit for non-exempt employees shall also take be one week’s salary, and the maximum severance benefit will be five weeks’ salary for Company non-exempt employees. (d) Prior to the Effective Time and no later than December 31, 2008, the Company shall amend all Plans that are subject to Section 409A of the Code to comply with the final regulations under Section 409A, subject to the prior review and approval of Parent; provided, however, that in any case where the consent of a service provider is required for such other actions in furtherance amendment, the Company will have fulfilled its obligations under this Section 7.9(d) if it has exercised reasonable efforts to secure the consent of terminating any the service provider (whether or not such 401(k) Plan as Parent may reasonably requestconsent is actually given).

Employee Benefit Plans; Existing Agreements. (a) As of or as soon as practicable following Prior to the Effective Time, the Parent shall take all reasonable action so that employees of the Company and its Subsidiaries who remain in the employ become employees of Parent or its Subsidiaries subsequent to the Effective Time (the “Company Continuing Employees”) shall be eligible to participate participate, effective as soon as administratively practicable following the Effective Time, in each of the employee benefit plans of Parent and its Subsidiaries (the “Parent Plans”) Plans in which similarly situated employees of Parent and or its Subsidiaries participate, to the same extent as that similarly situated employees of Parent or its Subsidiaries participate; provided, however, that, in the case of all benefits then provided to the Continuing Employees, until the first anniversary of the Effective Time, Parent may instead provide such employees with participation in the employee benefit plans of the Company in which they participated immediately prior to the Effective Time, provided that the result is the provision of benefits to Continuing Employees that are substantially similar in the aggregate to the benefits provided to the employees of Parent and its Subsidiaries generally (it being understood that inclusion of Company Continuing Employees in such Parent Plans Parent’s employee benefit plans may occur at different times with respect to different plans). The From and after the Effective Time, Parent may elect not to provide to the Continuing Employees any benefits which are not then provided by Parent and its Subsidiaries to their employees notwithstanding that such benefits were provided by the Company agrees and its Subsidiaries to take any necessary actions their employees immediately prior to cease benefit accruals under any Company plan that is a Tax-qualified defined benefit plan as of the Effective Time. (b) With respect to each Parent Plan, other than an employee pension plan as such term Plan for which length of service is defined in Section 3(2) of ERISA, taken into account for purposes of determining eligibility to participateany purpose, service with the Company or any of its Subsidiaries (or predecessor employers to the extent that the Company provides past service credit) shall be treated as service with ParentParent for purposes of determining eligibility to participate, vesting, and entitlement to benefits, including for severance benefits and vacation entitlement (but not for accrual of defined benefit pension benefits); provided, however, that such service shall not be recognized to the extent that such recognition would result in a duplication of benefits. Such service also shall apply for purposes of satisfying any waiting periods, evidence of insurability requirements, or the application of any preexisting condition limitations, if permitted by the Parent shall use commercially reasonable efforts Plan. If permitted by the Parent Plan and subject to cause the requirements of applicable law, each Parent Plan that is a group health plan to shall waive pre-existing condition limitations applicable to the extent such conditions are covered under the applicable Company Plan, and Continuing Employees (to shall be given credit for amounts paid under a corresponding benefit plan during the same extent period for purposes of applying deductibles, copayments and out-of-pocket maximums as though such limitations were satisfied immediately prior to amounts had been paid in accordance with the Closing). (c) Unless instructed otherwise by Parent, effective as of no later than the day immediately preceding the Effective Time, the Company shall, terms and shall cause its Subsidiaries to, terminate any and all Company Benefit Plans that are intended to include a Code Section 401(k) arrangement (each, a “401(k) Plan”), unless Parent provides written notice to the Company that any such 401(k) Plans shall not be terminated. The Company shall provide Parent with evidence that any such 401(k) Plan has been terminated pursuant to resolutions conditions of the board Parent Plan. In the event of directors (a termination or similar body) consolidation of any health plan of the Company or its Subsidiaries, as terminated employees of the case may be. Such resolutions Company and its Subsidiaries and qualified beneficiaries shall be subject have the right to review bycontinued coverage under group health plans of Parent and its Subsidiaries in accordance with COBRA. (c) As of the Effective Time, Parent shall assume and honor and shall be cause the appropriate Subsidiaries of Parent to assume and to honor in form accordance with their terms all the Plans, to the extent the Plans are in effect as of the Effective Time. Parent acknowledges and substance reasonably acceptable to, Parent. The agrees that the Merger will constitute a “change in control” of the Company shall also take such other actions in furtherance of terminating any such 401(k) Plan as Parent may reasonably requestfor all purposes to the extent applicable under the Plans.

Employee Benefit Plans; Existing Agreements. (a) As of or as soon as practicable following Following the Effective Time, the employees of the Company and its Subsidiaries who remain in the employ of Parent or its Subsidiaries subsequent to the Effective Time (the “Company Employees”) shall be eligible to participate in the employee benefit plans, including severance plans (each a “Parent Plan”), of Parent and or its Subsidiaries (the “Parent Plans”) in which similarly situated employees of Parent and or its Subsidiaries participate, to the same extent as that similarly situated employees of Parent or its Subsidiaries participate; provided, however, that, in the case of all benefits then provided to the Company Employees, until the first anniversary of the Effective Time, Parent may instead provide such employees with participation in the employee benefit plans of the Company on a basis that is no less favorable to such employees than those plans in which they participated immediately prior to the Effective Time (it being understood that inclusion of Company Employees in such Parent Plans Parent’s employee benefit plans may occur at different times with respect to different plans). The Company agrees to take any necessary actions to cease benefit accruals under any Company plan that is a Tax-qualified defined benefit plan as of From and after the Effective Time, Parent may elect not to provide to the Company Employees any benefits which are not then provided by Parent and its Subsidiaries to their employees notwithstanding that such benefits were provided by the Company and its Subsidiaries to their employees immediately prior to the Effective Time. In the case of benefits which are provided at the Effective Time by Parent to employees of Parent and its Subsidiaries but are not then provided by the Company and its Subsidiaries to their employees, Parent will as soon as possible, and in all events within one year, after the Effective Time include the Company Employees in the plans under which such benefits are made available. (b) With respect to each Parent Plan, other than an employee pension plan as such term Plan for which length of service is defined in Section 3(2) of ERISA, taken into account for purposes of determining eligibility to participateany purpose, service with the Company or any of its Subsidiaries (or predecessor employers to the extent that the Company provides past service credit) shall be treated as service with ParentParent for purposes of determining eligibility to participate, vesting, and entitlement to benefits, including for severance benefits and vacation entitlement (but not for accrual of defined benefit pension benefits); provided however, that such service shall not be recognized to the extent that such recognition would result in a duplication of benefits. Parent Such service also shall use commercially reasonable efforts to cause each apply for purposes of satisfying any waiting periods, evidence of insurability requirements, or the application of any preexisting condition limitations. Each Parent Plan that is a group health plan to shall waive pre-existing condition limitations applicable to the Company Employees (to the same extent waived under the applicable Company Plan. Company Employees shall be given credit for amounts paid under a corresponding benefit plan during the same period for purposes of applying deductibles, copayments and out-of-pocket maximums as though such limitations were satisfied immediately prior to amounts had been paid in accordance with the Closing)terms and conditions of the Parent Plan. (c) Unless instructed otherwise by ParentAs of the Effective Time, effective as Parent shall assume and honor and shall cause the appropriate Subsidiaries of no later than Parent to assume and to honor in accordance with their terms all agreements listed in Section 7.8 of the day immediately preceding Company Disclosure Schedule (the “Benefit Agreements”). Parent acknowledges and agrees that the Merger will constitute a “change in control” of the Company for all purposes under such agreements. The provisions of this Section 7.8(c) are intended to be for the benefit of, and shall be enforceable by, each director, officer or employee that is a party to any Benefit Agreement. (d) Parent and the Company agree that, prior to the Effective Time, the Company shall, may adopt a severance plan (the “Severance Plan”) and shall cause its Subsidiaries to, terminate any and all Company Benefit Plans that are intended to include a Code Section 401(k) arrangement change in control retention plan (each, a the “401(k) Retention Plan”), unless Parent provides written notice to the Company that any such 401(k) Plans shall not be terminated. The Company shall provide Parent with evidence that any such 401(k) Plan has been terminated pursuant to resolutions of the board of directors (or similar bodyeach substantially as provided in Section 6.1(i) of the Company Disclosure Schedule. Notwithstanding any other provision of this Agreement, any Plan or its Subsidiariesotherwise, Parent agrees from and after the Closing Date to maintain in full force and effect, without amendment or modification, (i) for a period of no less than one year following the Closing Date, the Severance Plan and (ii) the Retention Plan until such time as the case may be. Such resolutions shall be subject to review by, and shall be in form and substance reasonably acceptable to, Parent. The all Parent or Company shall also take such other actions in furtherance of terminating any such 401(k) Plan as Parent may reasonably requestobligations are fulfilled thereunder.

Employee Benefit Plans; Existing Agreements. (a) As of or as soon as practicable following the Effective Time, the employees of the Company and its Subsidiaries Bank who remain in the employ of Parent Acquiror or its Subsidiaries subsequent to the Effective Time (the “Company Bank Employees”) shall be eligible to participate in the employee benefit plans of Parent Acquiror and its Subsidiaries (the “Parent Acquiror Plans”) in which similarly situated employees of Parent Acquiror and its Subsidiaries participate, to the same extent as similarly situated employees of Parent Acquiror or its Subsidiaries (it being understood that inclusion of Company Bank Employees in such Parent Acquiror Plans may occur at different times with respect to different plans). The Company Bank agrees to take any necessary actions to cease benefit accruals under any Company Bank plan that is a Tax-qualified defined benefit plan as of the Effective Time. (b) With respect to each Parent Acquiror Plan, other than an employee pension plan as such term is defined in Section 3(2) of ERISA, for purposes of determining eligibility to participate, service with the Company Bank (or predecessor employers to the extent that the Company Bank provides past service credit) shall be treated as service with ParentAcquiror. Parent Acquiror shall use commercially reasonable efforts to cause each Parent Acquiror Plan that is a group health plan to waive pre-existing condition limitations applicable to the Company Bank Employees (to the same extent such limitations were satisfied immediately prior to the Closing). (c) Unless instructed otherwise by ParentAcquiror, effective as of no later than the day immediately preceding the Effective Time, the Company shall, and Bank shall cause its Subsidiaries to, terminate any and all Company Bank Benefit Plans that are intended to include a Code Section 401(k) arrangement (each, a “401(k) Plan”), unless Parent Acquiror provides written notice to the Company Bank that any such 401(k) Plans shall not be terminated. The Company Bank shall provide Parent Acquiror with evidence that any such 401(k) Plan has been terminated pursuant to resolutions of the board of directors (or similar body) of the Company or its Subsidiaries, as the case may beBank. Such resolutions shall be subject to review by, and shall be in form and substance reasonably acceptable to, ParentAcquiror. The Company Bank shall also take such other actions in furtherance of terminating any such 401(k) Plan as Parent Acquiror may reasonably request.

Employee Benefit Plans; Existing Agreements. (a) As of or as soon as practicable following the Effective Time, the employees of the Company Shore and its Subsidiaries who remain in the employ of Parent Purchaser or its Subsidiaries subsequent to the Effective Time (the “Company Shore Employees”) shall be eligible to participate in the employee benefit plans of Parent Purchaser and its Subsidiaries (the “Parent Purchaser Plans”) in which similarly situated employees of Parent Purchaser and its Subsidiaries participate, to the same extent as similarly situated employees of Parent Purchaser or its Subsidiaries (it being understood that inclusion of Company Shore Employees in such Parent Purchaser Plans may occur at different times with respect to different plans). The Company Shore agrees to take any necessary actions to cease benefit accruals under any Company Shore plan that is a Tax-qualified defined benefit plan as of the Effective Time. (b) With respect to each Parent Purchaser Plan, other than an employee pension plan as such term is defined in Section 3(2) of ERISA, for purposes of determining eligibility to participate, service with the Company Shore (or predecessor employers to the extent that the Company Shore provides past service credit) shall be treated as service with ParentPurchaser. Parent Purchaser shall use commercially its reasonable best efforts to cause each Parent Purchaser Plan that is a group health plan to waive pre-existing condition limitations applicable to the Company Shore Employees (to the same extent such limitations were satisfied immediately prior to the Closing). (c) Unless instructed otherwise by ParentPurchaser, effective as of no later than the day immediately preceding the Effective Time, the Company Shore shall, and shall cause its Subsidiaries to, terminate any and all Company Shore Benefit Plans that are intended to include a Code Section 401(k) arrangement (each, a “401(k) Plan”), unless Parent Purchaser provides written notice to the Company Shore that any such 401(k) Plans shall not be terminated. The Company Shore shall provide Parent Purchaser with evidence that any such 401(k) Plan has been terminated pursuant to resolutions of the board of directors (or similar body) of the Company Shore or its Subsidiaries, as the case may be. Such resolutions shall be subject to review by, and shall be in form and substance reasonably acceptable to, ParentPurchaser. The Company Shore shall also take such other actions in furtherance of terminating any such 401(k) Plan as Parent Purchaser may reasonably request. (d) The Board of Directors of Shore, or the Compensation Committee of the Board of Directors of Shore, shall take all required actions (i) to terminate all Stock Options as of the Effective Time or (ii) to cause the holders of Stock Options to surrender their Stock Options in exchange for the payment, if any, set forth in Section 1.7.

Employee Benefit Plans; Existing Agreements. (a) As of or as soon as practicable following Following the Effective Time, the employees of Parent shall, or shall cause Parent Bank to, continue to provide to individuals who are employed by the Company and its Subsidiaries as of the Effective Time who remain employed with Parent or any Subsidiary of Parent (“Affected Employees”), for so long as such Affected Employees remain employed by Parent or any Subsidiary of Parent, employee benefits (i) pursuant to the Plans as in effect immediately prior to the employ date hereof or (ii) pursuant to employee benefit plans, programs, policies or arrangements maintained by Parent or any Subsidiary of Parent provided to similarly situated employees of Parent or its Subsidiaries subsequent to the Effective Time Parent Bank (the “Company Employees”) shall be eligible to participate it being understood that inclusion of Affected Employees in the employee benefit plans of Parent and its Subsidiaries (the “Parent Plans”) in which similarly situated employees or a Subsidiary of Parent and its Subsidiaries participate, to the same extent as similarly situated employees of Parent or its Subsidiaries (it being understood that inclusion of Company Employees in such Parent Plans may occur at different times with respect to different plans). The ) on terms no less favorable than the employee benefits provided to similarly situated employees of Parent. (b) Parent shall, or shall cause the Company agrees to, give Affected Employees full credit for purposes of eligibility, vesting and determination of the level of benefits under (but not for accrual of pension benefits) any employee benefit plans or arrangements maintained by Parent or any Subsidiary of Parent for such Affected Employees’ service with the Company or any Subsidiary of the Company to take the same extent that such service was credited under a comparable employee benefit plan of the Company or any necessary actions of its Subsidiaries immediately prior to cease benefit accruals the date hereof. (c) Parent shall, or shall cause the appropriate Subsidiaries of Parent and the Company to, (i) waive all limitations as to pre-existing conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to the Affected Employees under any Company plan welfare benefit plans that is a Tax-qualified defined benefit plan such employees may be eligible to participate in after the Effective Time, other than limitations or waiting periods that are already in effect with respect to such employees and that have not been satisfied as of the Effective Time under any comparable welfare plan maintained for the Affected Employees immediately prior to the Effective Time, and (ii) provide each Affected Employee with credit for any co-payments and deductibles paid prior to the Effective Time for purposes of satisfying any applicable deductible or out-of-pocket requirements under any welfare plans that such employees are eligible to participate in after the Effective Time. (bd) With respect Following the Effective Time, Parent shall honor, fulfill and discharge and shall cause the appropriate Subsidiaries of Parent to each Parent Planhonor, other than an employee pension plan fulfill and discharge in accordance with their terms the Plans as such term is defined in effect as of the date hereof (except as amended pursuant to Section 3(25.1(j) of ERISA, for purposes of determining eligibility to participate, service with hereof) and which have been disclosed in the Company Disclosure Schedule and previously have been delivered to Parent (e) Parent shall not be obligated to provide any right or predecessor employers benefit to any executive officer or director of the Company under any current plan, arrangement or agreement of the Company, to the extent that the Company provides past service credit) shall be treated as service with Parent. Parent shall use commercially reasonable efforts to cause each Parent Plan that is a group health plan to waive pre-existing condition limitations provision of such right or benefit would violate applicable to the Company Employees (to the same extent such limitations were satisfied immediately prior to the Closing)law. (c) Unless instructed otherwise by Parent, effective as of no later than the day immediately preceding the Effective Time, the Company shall, and shall cause its Subsidiaries to, terminate any and all Company Benefit Plans that are intended to include a Code Section 401(k) arrangement (each, a “401(k) Plan”), unless Parent provides written notice to the Company that any such 401(k) Plans shall not be terminated. The Company shall provide Parent with evidence that any such 401(k) Plan has been terminated pursuant to resolutions of the board of directors (or similar body) of the Company or its Subsidiaries, as the case may be. Such resolutions shall be subject to review by, and shall be in form and substance reasonably acceptable to, Parent. The Company shall also take such other actions in furtherance of terminating any such 401(k) Plan as Parent may reasonably request.

Employee Benefit Plans; Existing Agreements. (a) As of or as soon as practicable following the Effective Time, the employees of the Company and its Subsidiaries who remain in the employ of Parent or its Subsidiaries subsequent to the Effective Time (the “"Company Employees”") shall be eligible to participate in the Parent's employee benefit plans of Parent and its Subsidiaries (the “Parent Plans”) in which similarly situated employees of Parent and its Subsidiaries or BancorpSouth Bank participate, to the same extent as similarly situated employees of Parent or its Subsidiaries BancorpSouth Bank (it being understood that inclusion of Company Employees in such Parent Plans Parent's employee benefit plans may occur at different times with respect to different plans). The Company agrees to take any necessary actions to cease benefit accruals under any Company plan that is a Tax-qualified defined benefit plan as of the Effective Time. (b) With respect to each Parent Plan, other than Plan that is an "employee pension plan benefit plan," as such term is defined in Section 3(2) of 3(3)of ERISA, for purposes of determining eligibility to participate, vesting, and entitlement to benefits, including for severance benefits and vacation entitlement (but not for accrual of pension benefits or 401(K) eligibility), service with the Company (or predecessor employers to the extent that the Company provides past service credit) shall be treated as service with Parent; provided; however, that such service shall not be recognized to the extent that such recognition would result in a duplication or increase of benefits. Parent Such service also shall use commercially reasonable efforts to cause each apply for purposes of satisfying any waiting periods, evidence of insurability requirements, or the application of any preexisting condition limitations. Each Parent Plan that is a group health plan to shall waive pre-existing condition limitations applicable to the Company Employees (to the same extent waived under the applicable Company Plan. Company Employees shall be given credit for amounts paid under a corresponding benefit plan during the same period for purposes of applying deductibles, copayments and out-of-pocket maximums as though such limitations were satisfied immediately prior to amounts had been paid in accordance with the Closing)terms and conditions of the Parent Plan. (c) Unless instructed otherwise by Parent, effective as As of no later than the day immediately preceding the Effective Time, the Company shall, Parent shall assume and honor and shall cause the appropriate Subsidiaries of Parent to assume and to honor in accordance with their terms all employment, severance and other compensation agreements and arrangements existing prior to the execution of this Agreement which are between the Company or any of its Subsidiaries toand any director, terminate officer or employee thereof and which have been disclosed in the Company Disclosure Schedule. (d) Parent and the Company agree to cooperate and take all reasonable actions to effect the merger of any and all Company Benefit Plans employee benefit plan that are is intended to include a be qualified under Section 401(a) of the Code into the appropriate tax-qualified retirement plan of Parent after the Merger is completed, so that such plan merger satisfies the requirements of Section 401(k414(l) arrangement (eachof the Code; provided, a “401(k) Plan”)however, unless that Parent provides written notice to the Company that any such 401(k) Plans shall not be terminated. The Company shall provide Parent with evidence that any obligated to effect such 401(k) Plan has been terminated pursuant to resolutions a merger of a plan unless such plan is fully funded under Section 412 of the board Code and Section 302 of directors (or similar body) of ERISA, to the Company or its Subsidiaries, as the case may be. Such resolutions shall be subject to review byextent applicable, and shall be in form and substance reasonably acceptable to, Parent. The Company shall also take such other actions in furtherance the merger would not jeopardize the tax-qualified status of terminating any such 401(k) Plan as Parent may reasonably requestPlan.

Employee Benefit Plans; Existing Agreements. (a) As of or as soon as practicable following the Effective Time, the employees of the Company and its Subsidiaries who remain in the employ of Parent or its Subsidiaries subsequent to the Effective Time (the “Company Employees”) shall be eligible to participate in the employee benefit plans of Parent and its Subsidiaries (the “Parent Plans”) in which similarly situated employees of Parent and its Subsidiaries participate, to the same extent as similarly situated employees of Parent or its Subsidiaries (it being understood that inclusion of Company Employees in such Parent Plans may occur at different times with respect to different plans). The Company agrees to take any necessary actions to cease benefit accruals under any Company plan that is a Tax-qualified defined benefit plan as of the Effective Time. (b) With respect to each Parent Plan, other than an employee pension plan as such term is defined in Section 3(2) of ERISAERISA or any equity-based plan or program, for purposes of determining eligibility to participateparticipate and vesting, service with the Company (or predecessor employers to the extent that the Company provides past service credit) shall be treated as service with Parent. Parent shall use commercially reasonable efforts to cause each Parent Plan that is a group health plan to waive pre-existing condition limitations applicable to the Company Employees (to the same extent such limitations were satisfied immediately prior to the Closing). (c) Unless instructed otherwise by Parent, effective as of no later than the day immediately preceding the Effective Time, the Company shall, and shall cause its Subsidiaries to, terminate any and all Company Benefit Plans that are intended to include a Code Section 401(k) arrangement (each, a “401(k) Plan”), unless Parent provides written notice to the Company that any such 401(k) Plans shall not be terminated. The Company shall provide Parent with evidence that any such 401(k) Plan has been terminated pursuant to resolutions of the board Board of directors (or similar body) Directors of the Company or its Subsidiaries, as the case may beCompany. Such resolutions shall be subject to review by, and shall be in form and substance reasonably acceptable to, Parent. The Company shall also take such other actions in furtherance of terminating any such 401(k) Plan as Parent may reasonably request.

Employee Benefit Plans; Existing Agreements. (a) As of or as soon as practicable following the Effective Time, the employees of the Company NJCB and its Subsidiaries who remain in the employ of Parent 1st Constitution or its Subsidiaries subsequent to the Effective Time (the “Company NJCB Employees”) shall be eligible to participate in the employee benefit plans of Parent 1st Constitution and its Subsidiaries (the “Parent 1st Constitution Plans”) in which similarly situated employees of Parent 1st Constitution and its Subsidiaries participate, to the same extent as similarly situated employees of Parent 1st Constitution or its Subsidiaries (it being understood that inclusion of Company NJCB Employees in such Parent 1st Constitution Plans may occur at different times with respect to different plans). The Company NJCB agrees to take any necessary actions to cease benefit accruals under any Company NJCB plan that is a Tax-qualified defined benefit plan as of the Effective Time. (b) With respect to each Parent 1st Constitution Plan, other than an employee pension plan as such term is defined in Section 3(2) of ERISA, for purposes of determining eligibility to participate, service with the Company NJCB (or predecessor employers to the extent that the Company NJCB provides past service credit) shall be treated as service with Parent1st Constitution. Parent 1st Constitution shall use commercially its reasonable best efforts to cause each Parent 1st Constitution Plan that is a group health plan to waive pre-existing condition limitations applicable to the Company NJCB Employees (to the same extent such limitations were satisfied immediately prior to the Closing). (c) Unless instructed otherwise by Parent1st Constitution, effective as of no later than the day immediately preceding the Effective Time, the Company NJCB shall, and shall cause its Subsidiaries to, terminate any and all Company NJCB Benefit Plans that are intended to include a Code Section 401(k) arrangement (each, a “401(k) Plan”), unless Parent 1st Constitution provides written notice to the Company NJCB that any such 401(k) Plans shall not be terminated. The Company NJCB shall provide Parent 1st Constitution with evidence that any such 401(k) Plan has been terminated pursuant to resolutions of the board of directors (or similar body) of the Company NJCB or its Subsidiaries, as the case may be. Such resolutions shall be subject to review by, and shall be in form and substance reasonably acceptable to, Parent1st Constitution. The Company NJCB shall also take such other actions in furtherance of terminating any such 401(k) Plan as Parent 1st Constitution may reasonably request. (d) The Board of Directors of NJCB, or the Compensation Committee of the Board of Directors of NJCB, shall take all required actions (i) to terminate all Stock Options as of the Effective Time or (ii) to cause the holders of Stock Options to surrender their Stock Options in exchange for the payment, if any, set forth in Section 1.6.

Employee Benefit Plans; Existing Agreements. (a) As of or as soon as practicable following the Effective Time, the employees of the Company and its Subsidiaries who remain in the employ of Parent or its Subsidiaries subsequent to the Effective Time (the “"Company Employees”") shall be eligible to participate in the Parent's employee benefit plans of Parent and its Subsidiaries (the “Parent Plans”) in which similarly situated employees of Parent and its Subsidiaries or BancorpSouth Bank participate, to the same extent as similarly situated employees of Parent or its Subsidiaries BancorpSouth Bank (it being understood that inclusion of Company Employees in such Parent Plans Parent's employee benefit plans may occur at different times with respect to different plans). The Company agrees to take any necessary actions to cease benefit accruals under any Company plan that is a Tax-qualified defined benefit plan as of the Effective Time. (b) With respect to each Parent Plan, other than Plan that is an "employee pension plan benefit plan," as such term is defined in Section 3(2) of 3(3)of ERISA, for purposes of determining eligibility to participate, vesting, and entitlement to benefits, including for severance benefits and vacation entitlement (but not for accrual of pension benefits or 401(K) eligibility), service with the Company (or predecessor employers to the extent that the Company provides past service credit) shall be treated as service with Parent; provided; however, that such service shall not be recognized to the extent that such recognition would result in a duplication or increase of benefits. Parent Such service also shall use commercially reasonable efforts to cause each apply for purposes of satisfying any waiting periods, evidence of insurability requirements, or the application of any preexisting condition limitations. Each Parent Plan that is a group health plan to shall waive pre-existing condition limitations applicable to the Company Employees (to the same extent waived under the applicable Company Plan. Company Employees shall be given credit for amounts paid under a corresponding benefit plan during the same period for purposes of applying deductibles, copayments and out-of-pocket maximums as though such limitations were satisfied immediately prior to amounts had been paid in accordance with the Closing)terms and conditions of the Parent Plan. (c) Unless instructed otherwise by Parent, effective as As of no later than the day immediately preceding the Effective Time, the Company shall, Parent shall assume and honor and shall cause its the appropriate Subsidiaries toof Parent to assume and to honor in accordance with their terms all employment, terminate any severance and all Company Benefit Plans that are intended to include a Code Section 401(k) arrangement (each, a “401(k) Plan”), unless Parent provides written notice other compensation agreements and arrangements existing prior to the Company that any such 401(k) Plans shall not be terminated. The Company shall provide Parent with evidence that any such 401(k) Plan has been terminated pursuant to resolutions execution of the board of directors (or similar body) of this Agreement which are between the Company or any of its SubsidiariesSubsidiaries and any director, as officer or employee thereof and which have been disclosed in the case may be. Such resolutions shall be subject Company Disclosure Schedule. (d) Parent and the Company agree to review by, cooperate and shall be in form and substance reasonably acceptable to, Parent. The Company shall also take such other all reasonable actions in furtherance to effect the merger of terminating any such 401(k) Plan as Parent may reasonably request.employee benefit plan that is

Employee Benefit Plans; Existing Agreements. (a) As of or as soon as practicable following the Effective TimeTime and except as otherwise provided in Section 6.7(c), the employees of the Company and its Subsidiaries who remain in the employ of Parent or its Subsidiaries subsequent to the Effective Time (the “Company Employees”) shall be eligible to participate in the employee benefit plans plans, policies and programs of Parent and its Subsidiaries (the “Parent Plans”) in which similarly situated employees of Parent and its Subsidiaries participateor LB participate (the “Parent Benefit Plans”), to the same extent as similarly situated employees of Parent or its Subsidiaries (it being understood that inclusion of Company Employees in such Parent Plans may occur at different times with respect to different plans). The Company agrees to take any necessary actions to cease benefit accruals under any Company plan that is a Tax-qualified defined benefit plan as of the Effective TimeLB. (b) With respect to each Parent Benefit Plan, other than an employee pension benefit plan as such term is defined in Section 3(2) of ERISA, for purposes of determining eligibility to participate, service with the Company (or predecessor employers to the extent that the Company provides past service credit) shall be treated as service with Parent. Parent shall use commercially reasonable efforts to cause each Parent Plan that is a group health plan to waive , without evidence of insurability and without application of pre-existing physical or mental condition limitations applicable (except to the extent applicable under similar plans maintained by the Company Employees (to the same extent such limitations were satisfied immediately prior to the Closingand its Subsidiaries). (c) Unless instructed otherwise In lieu of any other severance benefits with respect to service prior to the Closing, Company Employees who are not parties to any written agreement affording them benefits upon a change in control and whose employment with Parent or its Subsidiaries is terminated by Parent, effective as of no later than Parent or its Subsidiaries without cause within one year after the day immediately preceding the Effective Time, Closing shall be entitled to severance pay in an amount equal to two weeks regular pay for every year worked with the Company shalland its Subsidiaries, and shall cause its Subsidiaries to, terminate any and all subject to applicable withholding requirements. (d) The Company Benefit Plans that are intended to include maintains a Code Section 401(k) arrangement plan for the benefit of its employees (each, a the “401(k) Company Savings Plan”). As soon as practicable after the Effective Date, unless the Parent provides written notice to shall direct the trustee of the Company that any such 401(k) Plans shall not be terminated. The Savings Plan to transfer the account balances of participants in the Company shall provide Parent with evidence that any such Savings Plan to Parent’s Salary Savings 401(k) Plan has been terminated pursuant to resolutions and Trust (the “Parent Savings Plan”) in accordance with Section 414(l) of the board Code. Such transfer shall consist of directors (or similar body) of cash and participant notes representing loans from the Company Savings Plan. Parent shall amend the Parent Savings Plan to provide that all service with the Company or its Subsidiaries, as the case may be. Such resolutions Subsidiaries shall be subject treated as service with Parent for purposes of eligibility to review by, participate and shall be vesting in form and substance reasonably acceptable to, Parent. The Company shall also take such other actions in furtherance of terminating any such 401(k) Plan as the Parent may reasonably requestSavings Plan.