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 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 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 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 During the period commencing at the Effective TimeTime and ending on the first anniversary thereof, the employees BancPlus or its Subsidiaries shall provide each employee of the Company FTC and its Subsidiaries who remain in the employ of Parent continues to be employed by BancPlus or its Subsidiaries subsequent to immediately following the Effective Time (the a “Company EmployeesContinuing Employee”) shall be eligible to participate with base salary, incentive compensation {JX489484.11} PD.35183901.7 opportunities and employee benefits that are no less favorable in the aggregate than the base salary, incentive compensation opportunities and employee benefit plans benefits provided by FTC or any of Parent it Subsidiaries to such Continuing Employee immediately prior to the Effective Time. BancPlus shall recognize all service of the Continuing Employees with FTC and its Subsidiaries (the “Parent Plans”i) in which similarly situated for purposes of eligibility and vesting under each employee benefit plan, program or arrangement established or maintained for employees of Parent and BancPlus or any of its Subsidiaries participateand (ii) for purposes of benefits accrual under any such plans, program or arrangements that provide for seniority-based severance, paid-time off or vacation pay; 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 also be recognized for purposes of satisfying any waiting periods, evidence of insurability requirements, or the application of any preexisting condition limitations. Each BancPlus benefit plan, program or arrangement shall waive pre-existing condition limitations to the same extent waived under a corresponding FTC Benefit Plan. To the extent practicable, Continuing Employees shall be given credit for amounts paid under a FTC Benefit Plan for purposes of applying deductibles, copayments and out-of-pocket maximums as similarly situated employees though such amounts had been paid in accordance with the terms and conditions of Parent the corresponding BancPlus plan. (b) BancPlus hereby acknowledges that a “change in control” (or its Subsidiaries (it being understood that inclusion similar phrase) within the meaning of Company Employees in such Parent the FTC Benefit Plans may shall 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. (bc) With respect to each Parent PlanFTC shall, 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 Effective Time, terminate the FTC 401(k) Plan (the “FTC Retirement Plan”) and shall (i) adopt written resolutions, approved in advance in writing by BancPlus and its legal counsel, (certified copies of which will be provided to BancPlus at or before Closing). (c) Unless instructed otherwise by Parentto terminate the FTC Retirement Plan and fully vest all participants in their benefits thereunder, such termination and vesting to be effective as of no later than on or before the day date immediately preceding the Effective Time; (ii) deliver to BancPlus, prior to the Company Closing, copies of the notices of the FTC Retirement Plan termination provided to the participants and to any trustees and custodians of the FTC Retirement Plan and/or their assets; (iii) amend the FTC Retirement Plan for compliance with all current provisions of the Code, ERISA and other laws applicable thereto and to reflect the termination and provide a copy of such amendment to BancPlus at or prior to closing; and (iv) prior to the termination of the FTC Retirement Plan, only make contributions that are reasonable and consistent with past practice. The parties acknowledge and agree that termination of the FTC Retirement Plan must be initiated, but may not be completed, prior to the Effective Time. The Continuing Employees shall be eligible to participate, effective as of the Closing Date, in the BancPlus KSOP. BancPlus and FTC shall take any and all actions as may be required, including amendments to the FTC Retirement Plan and/or BancPlus KSOP, to permit each Continuing Employee who is a participant in the FTC Retirement Plan to be eligible to commence participation in the BancPlus KSOP as of the Closing Date, make rollover contributions to the BancPlus KSOP of “eligible rollover distributions” (within the meaning of Section 401(a)(31) of the Code) of amounts distributable to such Continuing Employee from the FTC Retirement Plan and accept rollovers of any plan loans. (d) Prior to the Effective Time, FTC shall, and shall cause each of its Subsidiaries to, adopt written resolutions, approved in advance in writing by BancPlus and its legal counsel, (a certified copy of which shall be delivered to BancPlus at the Closing) to terminate and liquidate in accordance with Treas. Reg. 1.409A-3(j)(4)(ix)(B) (i) the provisions of any and all Company Benefit Plans that are intended to include a Code Section 401(k) arrangement (each, employment {JX489484.11} PD.35183901.7 agreement entered into by FTC or its Subsidiaries constituting a “401(k) Plan”), unless Parent provides written notice to nonqualified deferred compensation plan” within 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 meaning of the board of directors (or similar bodySection 409A(d)(1) of the Company Code, (ii) each FTC Deferred Compensation Plan, and (iii) each other agreement entered into between FTC or a FTC Subsidiary and any employee, director, officer, consultant, independent contractor or other individual which constitutes a nonqualified deferred compensation plan within the meaning of Section 409A(d)(1) of the Code set forth in Section 6.5(d) of the FTC Disclosure Schedule, all such terminations and liquidations to be effective immediately after the Effective Time and intended to be made in full compliance with Section 409A of the Code. The parties acknowledge and agree that such terminations and liquidations must be initiated, but may not be completed, prior to the Effective Time. Each employee or deferred compensation plan participant who is a party to or participant in any such plan or arrangement shall execute and deliver to BancPlus at the Closing an acknowledgement and release of claims in the form provided in Section 6.5(d) of the BancPlus Disclosure Schedule. (e) Nothing in this Agreement shall confer upon any employee, officer, director or consultant of FTC or any of its SubsidiariesSubsidiaries or affiliates any right to continue in the employ or service of BancPlus, as the case may beSurviving Corporation, FTC, or any Subsidiary or affiliate thereof, or shall interfere with or restrict in any way the rights of the Surviving Corporation, FTC, BancPlus or any Subsidiary or affiliate thereof to discharge or terminate the services of any employee, officer, director or consultant of FTC or any of its Subsidiaries or affiliates at any time for any reason whatsoever, with or without cause. Such resolutions Nothing in this Agreement shall be deemed to (i) establish, amend, or modify any FTC Benefit Plan, BancPlus Benefit Plan or any other benefit or employment plan, program, agreement or arrangement, or (ii) alter or limit the ability of BancPlus, the Surviving Corporation or any of its Subsidiaries or affiliates to amend, modify or terminate any particular FTC Benefit Plan, BancPlus Benefit Plan or any other benefit or employment plan, program, agreement or arrangement after the Effective Time. Without limiting the generality of and subject to review bySection 9.13, and nothing in this Agreement, express or implied, is intended to or shall be in form and substance reasonably acceptable toconfer upon any person, Parent. The Company shall also take such other actions in furtherance including any current or former employee, officer, director or consultant of terminating FTC or any such 401(k) Plan as Parent may reasonably requestof its Subsidiaries or affiliates, any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

Employee Benefit Plans; Existing Agreements. (a) As Within one year following the Effective Time (but, in the case of the Parent’s 401(k) Plan, beginning with the first full payroll period that commences following the Effective Time or as soon thereafter as practicable following is administratively practicable), to the Effective Timeextent permissible under the terms of the Parent Benefit Plans and the cash and equity incentive plans of Parent (the “Parent Incentive Plans”), the employees of Target and the Company and its Target Subsidiaries who remain in the employ as of Parent or its Subsidiaries subsequent to the Effective Time (the “Company Target Employees”) shall will be eligible to participate in the employee benefit plans of Parent Benefit Plans and its Subsidiaries (the “Parent Plans”) Incentive Plans in which similarly situated employees of Parent and Acquiror or its Subsidiaries participate, to the same extent as similarly situated employees of Parent Acquiror or its Subsidiaries (it being understood that inclusion of Company Target Employees in such the Parent Benefit Plans and the Parent Incentive 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) To the extent not prohibited by applicable legal requirements, the employees of Target employed by Acquiror or any of its Affiliates after the Effective Time (the “Continuing Employees”) shall, for a period of at least nine (9) months following the Effective Time (the “Protected Period”), be entitled to the same or better annual salary or hourly wages to which the Continuing Employees were entitled on the Closing Date. (c) With regard to Target Employees identified on Schedule 6.6(c), and to the extent that during the Protected Period a Continuing Employee other than a Target Employee identified on Schedule 6.6(c) is terminated without cause, Acquiror shall pay or cause to be paid, severance pay in an amount equal to the amounts set forth on Schedule 6.6(c). For purposes of this Section 6.6, “cause” shall have the same meaning as provided in any employment agreement between any Continuing Employee and Parent or any Affiliate of Parent on the date such Continuing Employee is terminated, or if no such definition or employment agreement exists, “cause” shall mean conduct amounting to (1) fraud or dishonesty against Parent or any Affiliate of Parent; (2) the Continuing Employee’s willful misconduct, repeated refusal to follow the reasonable directions of the Parent’s Board of Directors or knowing violation of law in the course of performance of the duties of the Continuing Employee’s service with Parent or any Affiliate of Parent; (3) repeated absences from work without a reasonable excuse; (4) repeated intoxication with alcohol or drugs while on the premises of Parent or any Affiliate of Parent during regular business hours; (5) a conviction or plea of guilty or NOLO CONTENDERE to a felony or a crime involving dishonesty; or (6) a breach or violation of the terms of any agreement to which the Continuing Employee and Parent or any Affiliate of Parent are party. (d) With respect to each Parent Plan, other than Benefit 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, but not for purposes of benefit accrual, service with Target or any of the Company (or predecessor employers to the extent that the Company provides past service credit) Target Subsidiaries shall be treated as service with ParentAcquiror; 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 to the extent permissible under the terms of the Parent Benefit Plans and as permitted by the applicable insurer, apply for purposes of satisfying any waiting periods, evidence of insurability requirements, or the application of any preexisting condition limitations. Each Parent Benefit Plan shall use commercially reasonable efforts to cause each the extent permissible under the terms of the Parent Plan that is a group health plan to Benefit Plans and as permitted by the applicable insurer, waive pre-existing condition limitations applicable to the Company Employees (to the same extent waived under the applicable Target Benefit Plan. Target 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 amounts had been paid in accordance with the terms and conditions of the Parent Benefit Plans and to the Closing)extent permissible by the applicable insurer. (ce) Unless instructed otherwise by Parent, effective as of no later than the day immediately preceding From and after the Effective Time, Acquiror or the Company Surviving Corporation, as applicable, will assume and honor in accordance with their terms all employment, severance, change of control and other compensation agreements and arrangements between Target or any of the Target Subsidiaries and any of their employees (that are listed on Section 6.6(e) of the Target Disclosure Schedule), which are not terminated in connection with the consummation of the transactions contemplated by this Agreement, and all accrued and vested benefit obligations through the Effective Time which are between Target and the Target Subsidiaries and any of their current or former directors, officers, employees or consultants. (f) From and after the Effective Time, Acquiror or the Surviving Corporation, as applicable, will, and will cause any applicable Parent Benefit Plan, to provide or pay when due to Target Employees all benefits and compensation pursuant to Target Benefit Plans in effect on the date hereof earned or accrued through, and to which such individuals are entitled, as of the Effective Time (or such later time as such Target Benefit Plans as in effect at the Effective Time are terminated or canceled by Acquiror or the Surviving Corporation) subject to compliance with the terms of this Agreement. (g) At the Effective Time, Target shall, and shall cause its Subsidiaries each Target Subsidiary to, cease contributions to and terminate any and all Company Benefit Plans that are intended to include a Code Section 401(k) arrangement (each, a “401(k) Plan”, and shall (a) adopt written resolutions (a copy of which shall be delivered to Parent and Acquiror at the Closing), unless Parent provides written notice to terminate 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 and 100% vest all participants under the 401(k) Plan, such termination and vesting to resolutions be effective immediately prior to the Effective Time; and (ii) deliver to Parent and Acquiror, prior to the Closing, notice 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 termination to any trustees and custodians of the 401(k) Plan and/or its assets. Parent may reasonably requestand Acquiror reserve the right to suspend the distribution of benefits from the 401(k) Plan until the later of the receipt of a favorable determination letter from the IRS with respect to the termination of the 401(k) Plan and the completion of final testing and record keeping for the 401(k) Plan.

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.

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) Except as otherwise provided in this Agreement, Parent will review all the Company Benefit Plans to determine whether to maintain, terminate or continue such plans after the Effective Time. As of or as soon as practicable following the Effective Time, the former employees of the Company and its Subsidiaries who remain in the employ become employees of Parent or its Subsidiaries subsequent to Parent’s Bank as of 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 ; provided that Company agrees Employees shall not be eligible to take participate in any necessary actions to cease benefit accruals under any Company plan that is a Tax-qualified Parent defined benefit plan as of plan. Notwithstanding the foregoing, Parent’s or its Subsidiary’s provision to Company Employees, following the Effective Time, of employee benefit plans that, in the aggregate, are substantially comparable to generally applicable Company Benefit Plans in effect for Company Employees immediately prior to the Effective Time shall be deemed to satisfy the preceding sentence. (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 participateparticipate and vesting only (but not for purposes of benefit accrual), 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 credit for prior service shall be given under the Parent’s employee stock ownership plan only for purposes of determining eligibility to participate in such plan and not for vesting purposes. 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). Terminated employees of the Company or the Company’s Bank and their qualified beneficiaries will have the right to continued coverage under group health plans of Parent in accordance with, and to the extent required by, COBRA. This Agreement shall not be construed to limit the ability of Parent or Parent’s Bank to terminate the employment of any Company Employee or to review any Parent Plans or Company Benefit Plans from time to time and to make such changes (including terminating any such plan) as they deem appropriate. (c) Unless instructed otherwise by Parent, effective as of no later than the day immediately preceding Prior to the Effective Time, the Company shall, and shall cause its Subsidiaries to, take all necessary actions to terminate any and all Company Benefit Plans that are intended to include a Code Section the Gold Coast Bank 401(k) arrangement Profit Sharing Plan and Trust (each, a the “401(k) Plan”) effective as of the day immediately preceding the Effective Time (or such earlier date as may be agreed to by Parent in writing), unless Parent provides written notice to the Company prior to the Effective Time that any such the 401(k) Plans Plan shall not be terminated. The In connection with the termination of the 401(k) Plan, unless otherwise instructed by Parent in writing, prior to the Effective Time, the Company shall seek a favorable determination letter from the IRS on the termination of the 401(k) Plan. If the 401(k) Plan is terminated pursuant to the above: (1) no later than as soon as administratively practicable following the receipt of such favorable determination letter (or the termination date of the plan if no favorable determination letter is sought) the account balances of all participants and beneficiaries in the 401(k) Plan shall either be distributed to the participants and beneficiaries or transferred or rolled over to an eligible tax-qualified retirement plan or individual retirement account as a participant or beneficiary may direct in accordance with the requirements of the Code and ERISA; (2) if Parent, in its sole discretion permits, Company Employees may elect to roll over their 401(k) Plan accounts (excluding loans) into the Parent’s or its Subsidiary’s 401(k) plan, subject to the terms and conditions of Parent’s or its Subsidiary’s 401(k) plan; (3) prior to the Effective Time, the Company shall adopt the necessary amendments and board resolutions to effect the provisions of this Section 6.07(c); (4) the Company shall provide Parent with evidence that any such the 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 be and such resolutions shall be subject to review by, and shall be in form and substance reasonably acceptable to, Parent. The ; and (5) prior to the Effective Time, the Company shall also (x) ensure that all participants’ 401(k) Plan account balances as of the effective date of the termination of the 401(k) Plan are fully vested, (y) timely provide such notices regarding the termination of the 401(k) Plan to third-party service providers as may be required under the terms of the applicable service provider agreements or policies of such third-party service providers and (z) take such other actions in furtherance of terminating any such 401(k) Plan as Parent may reasonably request. Prior to the Effective Time, the Company shall make all contributions due under the terms of the 401(k) Plan with respect to periods ending on or before the Effective Time (including, without limitation, deferral, nonelective, profit-sharing, matching and true-up contributions). If deemed necessary or appropriate by Parent following its review and diligence of the 401(k) Plan, prior to the Effective Time, the Company shall, or shall cause Company’s Bank to, (i) submit a “voluntary correction program” filing with the IRS for the 401(k) Plan (pursuant to Revenue Procedure 2019-19 or successor IRS guidance), covering such 401(k) Plan matters as Parent may deem necessary or appropriate, (ii) take any corrective action relating to the 401(k) Plan in connection with such IRS filing or as Parent may otherwise reasonably require and (iii) provide Parent with such information relating to the 401(k) Plan as Parent shall reasonably request in order for Parent to determine the extent to which any such filing and/or corrective action is necessary or appropriate. Any such filing shall be submitted, and any such corrective action shall be taken, as soon as reasonably practicable following Parent’s provision of written notice to the Company that such filing and/or corrective action shall be required under this provision, and shall be subject to review by, and shall be in form and substance reasonably acceptable to, Parent. (d) Prior to the Closing, the Company’s Board of Directors shall take all actions necessary such that all Stock Options that are outstanding immediately before the Effective Time shall vest and all Company Stock Compensation Plans, including all underlying Option Grant Agreements and Old Stock Options, shall terminate immediately prior to the Effective Time. (e) Nothing in this Section 6.07 is intended to confer any rights upon any Person (including, without limitation, any Company Employee) other than the Parties, and nothing herein shall otherwise create any third-party beneficiary rights in any Person, including, without limitation, any Company Employee.

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 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 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 become employees of ICBC or a Subsidiary thereof and shall be eligible to participate in the employee benefit plans of Parent and its Subsidiaries (the “Parent Plans”) ICBC Plans in which similarly situated employees of Parent and its Subsidiaries ICBC or ICBC Bank participate, to the same extent as similarly situated employees of Parent ICBC or its Subsidiaries ICBC Bank (it being understood that inclusion of Company Employees in such Parent Plans employee benefit plans may occur at different times with respect to different plans). The Company agrees ; provided, however, that (i) nothing contained herein shall require ICBC or any of its Subsidiaries to take make any necessary actions grants to cease benefit accruals under any Company plan Employee under either the ICBC Stock Plan or the ICBC 1998 Recognition and Retention Plan and Trust Agreement, it being understood that any such grants are completely discretionary, and (ii) nothing contained herein shall require ICBC or any of its Subsidiaries to permit a Company Employee who is receiving severance as a Tax-qualified defined benefit plan as result of the Effective Timetransactions contemplated by this Agreement pursuant to any employment, severance, consulting or other compensation agreements, plans and arrangements with the Company or any of its Subsidiaries to participate in any severance or change in control agreement or plan offered by ICBC or any of its Subsidiaries. (b) With respect to each Parent ICBC 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, vesting, entitlement to benefits and vacation entitlement (but not for accrual of benefits under the ICBC defined benefit pension plan), service with the Company (or predecessor employers to the extent that the Company provides past service credit) any Subsidiary shall be treated as service with ParentICBC; 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 apply for purposes of satisfying any waiting periods, evidence of insurability requirements, or the application of any preexisting condition limitations with respect to cause each Parent any ICBC Plan. Each ICBC 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 Company or any Subsidiary benefit plan during the same period for purposes of applying deductibles, co-payments 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 ICBC Plan during the applicable plan year. (c) Unless instructed otherwise by Parent, effective as As of no later than the day immediately preceding the Effective Time, the Company shall, ICBC shall assume and honor and shall cause the appropriate Subsidiaries of ICBC to assume and honor in accordance with their terms all employment, severance and other compensation agreements, plans and arrangements existing immediately prior to the execution of this Agreement which are between the Company or any of its Subsidiaries to, terminate and any officer or employee thereof and all Company Benefit Plans that are intended to include a Code which have been disclosed in 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 body4.11(a) of the Company or its SubsidiariesDisclosure Schedule. ICBC acknowledges and agrees that (i) consummation of the Merger constitutes a "Change in Control" for all purposes pursuant to such agreements, as the case may be. Such resolutions shall be subject to review by, plans and shall be arrangements (except where otherwise indicated in form and substance reasonably acceptable to, Parent. The Company shall also take such other actions in furtherance of terminating any such 401(ksubsection (c) Plan as Parent may reasonably request.of

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 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 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 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 until January 1 of the second calendar year commencing after the Effective Time, Parent may instead provide such employees with participation in the employee benefit plans of Parent or its Subsidiaries 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 Following the Effective Time, the Company Employees shall be eligible to receive upon termination if such termination occurs within one year after the Effective Time, severance benefits upon the terms set forth in Section 7.8 of the Parent Disclosure Schedule, which terms represent the benefits in effect on the date of this Agreement for similarly situated employees of Parent or its Subsidiaries. (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 Parent Plan. (c) Unless instructed otherwise As of the Effective Time, 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, copies of which have been provided to Parent (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 second sentence of this Section 7.8(c) is intended to be for the benefit of, and the agreement evidenced by Parentthe second sentence that the Merger constitutes a “change of control” of the Company for all purposes under the agreements described in this Section 7.8(c) shall be enforceable by, effective as of no later than each director, officer or employee that is a party to any Benefit Agreement. (d) Parent and the day immediately preceding Company agree that, prior to the Effective Time, the Company, in consultation with Parent, may adopt a change in control retention plan (the “Retention Plan”), substantially as provided in Section 6.1(i) of the Company shallDisclosure Schedule. Notwithstanding any other provision of this Agreement, any Plan or otherwise, Parent agrees to maintain in full force and effect, without amendment or modification, the Retention Plan until such time as all Parent or Company obligations are fulfilled thereunder. (e) Notwithstanding anything in this Agreement to the contrary, Parent covenants and agrees that it shall not, and shall cause its Subsidiaries not to, terminate the employment of any holder of a Company Option that is converted into a Parent Option pursuant to the terms of this Agreement until a date that is at least three business days following the date on which Parent shall have complied with the filing requirements set forth in Section 1.6(b) hereof and all Company Benefit Plans that are shall have given such holder notice of such compliance. This Section 7.8(e) is intended to include be for the benefit of, and shall be enforceable by, each person who is the holder of a Code Section 401(k) arrangement (each, Company Option that is converted into a “401(k) Plan”), unless Parent provides written notice Option pursuant to the terms of this Agreement. (f) From and after the Closing, Parent shall reimburse each executive officer of the Company for the expense of any tax or financial planning advice such executive officer receives from third party advisors, such reimbursement to be made promptly upon Parent’s receipt of a copy of any invoice with respect thereto and regardless of whether such executive officer is them employed by Parent or any of its Subsidiaries; provided, however, that in no event shall Parent be required to reimburse any individual executive officer’s expenses in excess of the Reimbursement Limit for such executive officer. The “Reimbursement Limit” with respect any particular executive officer shall be an amount equal to $5,000 less the amount of any such 401(kexpenses reimbursed to such executive officer by the Company at or prior to the Closing. This Section 7.8(f) Plans is intended to be for the benefit of, and shall not be terminated. The Company enforceable by, each such executive officer. (g) To the extent permitted by applicable law, Parent or Parent Bank shall provide Parent with evidence that any such 401(k) Plan has been terminated pursuant assume and continue to resolutions of maintain the board of directors (or similar bodysplit dollar life insurance policy identified on Section 7.8(g) of the Company or its Subsidiaries, as Disclosure Schedule provided that such obligation does not result in additional out of pocket costs to the case may beCompany. Such resolutions shall This Section 7.8(g) is intended to be subject to review byfor the benefit of, and shall be enforceable by, the named insured 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 requestpolicy.