Common use of Employee Benefits; Advisory Board Clause in Contracts

Employee Benefits; Advisory Board. 7.6.1 Except as forth in Cheviot Financial Disclosure Schedule 7.6.1 or as otherwise provided in Sections 6.13 through 6.17 or this Section 7.6.1 of this Agreement, as of or after the Effective Time, and at MainSource’s election and subject to the requirements of the Code, the Cheviot Financial Compensation and Benefit Plans may continue to be maintained separately, consolidated, frozen or terminated. If reasonably requested by MainSource in writing not later than ten (10) days before the Closing Date and provided that MainSource has indicated in writing that the conditions to its obligations set forth in Section 9.2 hereof have been satisfied or waived, Cheviot Financial shall take such steps within its power to effectuate a freeze or termination of any Cheviot Financial Compensation and Benefit Plan as of the day immediately prior to the Effective Time, and contingent upon the Effective Time, provided that the Cheviot Financial Compensation and Benefit Plan can be frozen or terminated within such period under the terms of such plan and any applicable laws and regulations. In the event of a consolidation of any or all of such plans or in the event of termination of any Cheviot Financial Compensation and Benefit Plan, except as otherwise set forth in this Section 7.6.1, employees of Cheviot Financial or Cheviot Savings Bank who continue as employees of MainSource or MainSource Bank after the Effective Time (“Continuing Employees”) shall be eligible to participate in any MainSource Bank employee plan of similar character immediately upon such consolidation or as of the first entry date coincident with or immediately following such termination. Continuing Employees shall receive credit for service with Cheviot Financial or Cheviot Savings Bank (including service with any company acquired by Cheviot Financial or Cheviot Savings Bank) for purposes of determining eligibility and vesting but not for purposes of accruing or computing benefits under any similar existing MainSource benefit plan. MainSource shall provide Continuing Employees with compensation, employee benefits and terms and conditions of employment that are substantially similar to those provided by MainSource to similarly situated employees of MainSource. After the Effective Time, Cheviot Financial’s PTO policy shall terminate and all Continuing Employees shall be subject to MainSource’s PTO policy. MainSource will not credit Continuing Employees with any accrued but unused vacation or sick time under the Cheviot Financial PTO policy as of the Effective Time. Cheviot Financial will be responsible for paying out any accrued but unused PTO and vacation time as of the day prior to the Effective Time. Continuing Employees will begin accruing paid time off under MainSource’s PTO policy as of the Effective Time. This Agreement shall not be construed to limit the ability of MainSource or MainSource Bank to terminate the employment of any Cheviot Financial employee or the employee of any Cheviot Financial Subsidiary or to review any Cheviot Financial Compensation and Benefit Plan from time to time and to make such changes (including terminating any such plan) as they deem appropriate. 7.6.2 MainSource shall honor the contractual terms of all employment, consulting, change in control, severance and other agreements and plans listed on Cheviot Financial Disclosure Schedule 4.13.8, except to the extent, with the written consent of the affected parties, any such agreement or plan is amended, revised, superseded, renewed or terminated as of, or following, the Effective Time of the Bank Merger. Cheviot Financial shall, prior to the Effective Time, use its reasonable efforts to obtain from each of the individuals named in Cheviot Financial Disclosure Schedule 7.6.2 a settlement agreement, with the terms set forth on Cheviot Financial Disclosure Schedule 7.6.2, setting forth the method in which his or her rights under the specified programs will be settled (the amount of each such payment to be limited to the amounts specified in Cheviot Financial Disclosure Schedule 7.

Employee Benefits; Advisory Board. 7.6.1 Except as set forth in Cheviot Financial LNB Bancorp Disclosure Schedule 7.6.1 or as otherwise provided in Sections 6.13 through 6.17 Section 6.12 or this Section 7.6.1 of this Agreement, as of or after the Effective Time, and at MainSource’s Northwest Bancshares’ election and subject to the requirements of the Code, the Cheviot Financial LNB Bancorp Compensation and Benefit Plans may continue to be maintained separately, consolidated, frozen or terminated. If reasonably requested by MainSource Northwest Bancshares in writing not later than ten (10) days before the Closing Date and provided that MainSource Northwest Bancshares has indicated in writing that the conditions to its obligations set forth in Section 9.2 hereof have been satisfied or waived, Cheviot Financial LNB Bancorp shall take such steps within its power to effectuate a freeze or termination of any Cheviot Financial LNB Bancorp Compensation and Benefit Plan as of the day immediately prior to Effective Time (other than the Effective Time, and contingent upon the Effective TimeLNB Bancorp Pension Plan), provided that the Cheviot Financial LNB Bancorp Compensation and Benefit Plan can be frozen or terminated within such period under the terms of such plan and any applicable laws and regulations. In the event of a consolidation of any or all of such plans or in the event of termination of any Cheviot Financial LNB Bancorp Compensation and Benefit Plan, except as otherwise set forth in this Section 7.6.1, employees of Cheviot Financial LNB Bancorp or Cheviot Savings Lorain National Bank who continue as employees of MainSource Northwest Bancshares or MainSource Northwest Bank after the Effective Time (“Continuing Employees”) shall be eligible to participate in any MainSource Northwest Bank employee plan of similar character immediately upon such consolidation or as of the first entry date coincident with or immediately following such termination. Continuing Employees shall receive credit for service with Cheviot Financial LNB Bancorp or Cheviot Savings Lorain National Bank (including service with any company acquired by Cheviot Financial or Cheviot Savings Bank) for purposes of determining eligibility and vesting but not for purposes of accruing or computing benefits under under: (i) any similar existing MainSource Northwest Bancshares benefit plan. MainSource shall provide Continuing Employees with compensation, employee benefits and terms and conditions of employment plan except that are substantially similar to those provided by MainSource to similarly situated employees of MainSource. After the Effective Time, Cheviot Financial’s PTO policy shall terminate and all Continuing Employees shall be subject to MainSourcetreated as new employees under the Northwest Bancshares ESOP, the Northwest Bancshares Pension Plan, the Northwest Bank holiday bonus plan, Northwest Bank’s PTO policy. MainSource will not credit management bonus plan and all other Northwest Bancshares Stock Benefit Plans, or (ii) any new Northwest Bancshares benefit plan in which Continuing Employees or their dependents would be eligible to enroll. Notwithstanding the foregoing, Continuing Employees shall receive credit for years of service with LNB Bancorp and any accrued but unused vacation or LNB Bancorp Subsidiary for purposes of determining leave days under Northwest Bank’s vacation, personal and sick time under the Cheviot Financial PTO policy as leave policies. Such service shall also apply for purposes of the Effective Time. Cheviot Financial will be responsible for paying out satisfying any accrued but unused PTO waiting periods, actively-at-work requirements and vacation time as evidence of the day prior to the Effective Timeinsurability requirements. Continuing Employees will begin accruing paid time off under MainSourceshall have no rights in Northwest Bank’s PTO policy as of the Effective Timeterminated post-retirement health benefit plan. This Agreement shall not be construed to limit the ability of MainSource Northwest Bancshares or MainSource Northwest Bank to terminate the employment of any Cheviot Financial LNB Bancorp employee or the employee of any Cheviot Financial LNB Bancorp Subsidiary or to review any Cheviot Financial LNB Bancorp Compensation and Benefit Plan from time to time and to make such changes (including terminating any such plan) as they deem appropriate. 7.6.2 MainSource Northwest Bancshares shall honor the contractual terms of all employment, consulting, change in control, and severance and other agreements and plans LNB Bancorp Non-Qualified Agreements, if any, listed on Cheviot Financial LNB Bancorp Disclosure Schedule 4.13.84.13.14, except to the extent, with the written consent of the affected parties, extent any such agreement or plan is amended, revised, superseded, renewed superseded or terminated as of, or following, the Effective Time of the Bank Merger, or as otherwise set forth herein. Cheviot Financial shall, prior Northwest Bancshares shall provide to the individuals listed in LNB Bancorp Disclosure Schedule 7.6.2 who remain employees of LNB Bancorp or Lorain National Bank until the Effective Time, use its reasonable efforts to obtain from each payment of the individuals named amounts that would be payable under such employees employment or change in Cheviot Financial control or severance agreement as if such individual’s employment was terminated at the Effective Time, even if such individual remains employed by Northwest Bancshares or Northwest Bank following the Effective Time; provided, however that to the extent that any such payment, when aggregated with any other payments contingent on a change in control of LNB Bancorp or Lorain National Bank would constitute a “parachute payment” (as such term is defined in Section 280G of the Code), such payments and/or benefits will be reduced to the extent necessary to avoid penalties under Sections 280G and 4999 of the Code. The estimated amounts payable under such employment and change in control agreements are set forth in the LNB Bancorp Disclosure Schedule 7.6.2 a settlement agreement, with the terms set forth on Cheviot Financial Disclosure Schedule 7.6.2, setting forth the method in which his or her rights under the specified programs will be settled (the amount of each such payment to be limited to the amounts specified in Cheviot Financial Disclosure Schedule 74.13.

Employee Benefits; Advisory Board. 7.6.1 Except as set forth in Cheviot a MutualFirst Financial Disclosure Schedule 7.6.1 or as otherwise provided in Sections 6.13 through 6.17 Section 6.12 or this Section 7.6.1 of this Agreement, as of or after the Effective Time, and at MainSource’s Northwest Bancshares’ election and subject to the requirements of the Code, the Cheviot MutualFirst Financial Compensation and Benefit Plans may continue to be maintained separately, consolidated, frozen or terminated. If reasonably requested by MainSource Northwest Bancshares in writing not later than ten (10) days before the Closing Date and provided that MainSource Northwest Bancshares has indicated in writing that the conditions to its obligations set forth in Section 9.2 hereof have been satisfied or waived, Cheviot MutualFirst Financial shall will take such steps within its power to effectuate a freeze or termination of any Cheviot MutualFirst Financial Compensation and Benefit Plan as of the day immediately prior to Effective Time (other than the Effective Time, and contingent upon the Effective TimeMutualFirst Financial Pension Plan), provided that the Cheviot MutualFirst Financial Compensation and Benefit Plan can be frozen or terminated within such period under the terms of such plan and any applicable laws and regulations. In the event of a consolidation of any or all of such plans or in the event of termination of any Cheviot MutualFirst Financial Compensation and Benefit Plan, except as otherwise set forth in this Section 7.6.1, employees of Cheviot MutualFirst Financial or Cheviot Savings Bank MutualBank who continue as employees of MainSource Northwest Bancshares or MainSource Northwest Bank after the Effective Time (“Continuing Employees”) shall will be eligible to participate in any MainSource Northwest Bank employee plan of similar character immediately upon such consolidation or as of the first entry date coincident with or immediately following such termination. Continuing Employees shall receive credit for service with Cheviot Financial or Cheviot Savings Bank (including service with any company acquired by Cheviot Financial or Cheviot Savings Bank) for purposes of determining eligibility and vesting but not for purposes of accruing or computing benefits under any similar existing MainSource benefit plan. MainSource shall provide Continuing Employees with compensation, employee benefits and terms and conditions of employment that are substantially similar to those provided by MainSource to similarly situated employees of MainSource. After the Effective Time, Cheviot Financial’s PTO policy shall terminate and all Continuing Employees shall be subject to MainSource’s PTO policy. MainSource will not credit Continuing Employees with any accrued but unused vacation or sick time under the Cheviot Financial PTO policy as of the Effective Time. Cheviot Financial will be responsible for paying out any accrued but unused PTO and vacation time as of the day prior to the Effective Time. Continuing Employees will begin accruing paid time off under MainSource’s PTO policy as of the Effective Time. This Agreement shall not be construed to limit the ability of MainSource or MainSource Bank to terminate the employment of any Cheviot Financial employee or the employee of any Cheviot Financial Subsidiary or to review any Cheviot Financial Compensation and Benefit Plan from time to time and to make such changes (including terminating any such plan) as they deem appropriate.66 7.6.2 MainSource shall Northwest Bancshares will honor the contractual terms of all employment, consulting, change in control, and severance and other agreements and plans MutualFirst Financial Non-Qualified Agreements, if any, listed on Cheviot MutualFirst Financial Disclosure Schedule 4.13.84.13.13, except to the extent, with the written consent of the affected parties, extent any such agreement or plan is amended, revised, superseded, renewed superseded or terminated as of, or following, the Effective Time of the Bank Merger, or as otherwise set forth herein. Cheviot Northwest Bancshares, or at Northwest Bancshares request, MutualFirst Financial shallor MutualBank, prior will provide to the Effective Time, use its reasonable efforts to obtain from each of the individuals named listed in Cheviot Financial Disclosure Schedule 7.6.2 a settlement agreement, with the terms set forth on Cheviot Financial Disclosure Schedule 7.6.2, setting forth the method in which his or her rights under the specified programs will be settled (the amount of each such payment to be limited to the amounts specified in Cheviot MutualFirst Financial Disclosure Schedule 7.

Employee Benefits; Advisory Board. 7.6.1 Except 7.7.1 In the event employee compensation and/or benefits as forth currently provided by FMBT are changed or terminated by PFS, in Cheviot Financial Disclosure Schedule 7.6.1 whole or in part, PFS shall provide Continuing Employees (as otherwise defined below in Section 7.7.5) with compensation and benefits that are, in the aggregate, substantially similar to the compensation and benefits provided in Sections 6.13 through 6.17 to similarly situated PFS employees (as of the date any such compensation or benefit is provided). Subject to the terms of this Section 7.6.1 of this Agreement7.7.1, as of or after the Effective Time, and at MainSource’s election and subject its is agreed that all Continuing Employees shall become eligible to the requirements of the Code, the Cheviot Financial participate in any applicable PFS Compensation and Benefit Plans may continue to be maintained separately, consolidated, frozen or terminatedas soon as practicable following the Closing. If reasonably requested by MainSource All FMBT Employees who become participants in writing not later than ten (10) days before the Closing Date and provided that MainSource has indicated in writing that the conditions to its obligations set forth in Section 9.2 hereof have been satisfied or waived, Cheviot Financial shall take such steps within its power to effectuate a freeze or termination of any Cheviot Financial an PFS Compensation and Benefit Plan shall, for purposes of determining eligibility for and for any applicable vesting periods of such employee benefits only (and not for benefit accrual purposes) be given credit for meeting eligibility and vesting requirements in such plans for service as an employee of the day immediately FMBT prior to the Effective Time, and contingent upon provided, however, that Continuing Employees will enter PFS’s tax-qualified employee plans on the Effective Time, provided that the Cheviot Financial Compensation and Benefit Plan can be frozen or terminated within such period under the terms of such plan and any applicable laws and regulations. In the event of a consolidation of any or all of such plans or in the event of termination of any Cheviot Financial Compensation and Benefit Plan, except as otherwise entry dates set forth in this Section 7.6.1said plan documents, employees of Cheviot Financial or Cheviot Savings Bank who continue as employees of MainSource or MainSource Bank after the Effective Time (“Continuing Employees”) shall be eligible to participate in any MainSource Bank employee plan of similar character immediately upon such consolidation or as of the first entry date coincident with or immediately following such termination. Continuing Employees shall receive and provided further, that credit for prior service with Cheviot Financial or Cheviot Savings Bank (including service with any company acquired by Cheviot Financial or Cheviot Savings Bank) for purposes of determining eligibility and vesting but shall not for purposes of accruing or computing benefits under any similar existing MainSource benefit plan. MainSource shall provide Continuing Employees with compensation, employee benefits and terms and conditions of employment that are substantially similar to those provided by MainSource to similarly situated employees of MainSource. After the Effective Time, Cheviot Financial’s PTO policy shall terminate and all Continuing Employees shall be subject to MainSource’s PTO policy. MainSource will not credit Continuing Employees with any accrued but unused vacation or sick time given under the Cheviot Financial PTO policy as of the Effective Time. Cheviot Financial will be responsible for paying out any accrued but unused PTO and vacation time as of the day prior to the Effective Time. Continuing Employees will begin accruing paid time off under MainSource’s PTO policy as of the Effective TimePFS retiree health plan. This Agreement shall not be construed to limit the ability of MainSource PFS or MainSource The Provident Bank to terminate the employment of any Cheviot Financial employee or the employee of any Cheviot Financial Subsidiary or to review any Cheviot Financial Compensation and Benefit Plan employee benefits programs from time to time and to make such changes (including terminating any such plan) as they deem appropriate. 7.6.2 MainSource 7.7.2 Prior to the Effective Time, FMBT shall honor amend the contractual terms of all employment, consulting, change in control, severance and other control agreements and plans listed on Cheviot Financial Disclosure Schedule 4.13.8, except FMBT DISCLOSURE SCHEDULE 4.13.13 to the extent, with the written consent of the affected parties, any terminate each such agreement or plan is amended, revised, superseded, renewed or terminated as of, or following, immediately prior to the Effective Time and to distribute as of the Effective Time to each executive who is a party to said agreement an amount equal to 2.0 of such person’s “base amount” as defined in the change in control agreements, except Xxxxx Xxxxxxxxxx, who will receive 2.999 of his “base amount” as defined in Section 280G of the Code. At the time of payment of the amounts set forth above, each officer or employee receiving payment thereunder shall enter into an acknowledgment and release, satisfactory in form to PFS, acknowledging that no further payments are due under such sections and releasing FMBT, PFS and The Provident Bank Mergerand their respective officers, directors and employees from any and all claims arising thereunder. 7.7.3 In the event an FMBT employee (i) is not offered employment with PFS at a rate of compensation no less than provided by FMBT or is offered employment with PFS but is terminated by PFS (other than a termination for cause) within one year of the Effective Time or (ii) is not offered employment with PFS at a place of business within 20 miles from such person’s place of employment as of the date of this Agreement or is subsequently relocated to such place of employment (although this Section 7.7.3(ii) shall not apply if the place of business is the PFS Loan Center in Woodbridge, New Jersey), PFS shall pay, or in the event of a termination prior to or at the Effective Time, FMBT shall pay if requested by PFS, a severance benefit pursuant to the terms of The Provident Bank Severance Policy for Employees without Contracts for Reduction in Force of Job Elimination in an amount which would cause such benefits to not be considered deferred compensation under Code Section 409A; provided, however, that the persons listed on FMBT DISCLOSURE SCHEDULE 7.7.3 shall be considered “Senior Management” for purposes of such plan. 7.7.4 At the Closing, PFS and Xxxxx Xxxxxxxxxx shall enter into the non-compete agreement attached as PFS DISCLOSURE SCHEDULE 7.7.4. 7.7.5 In the event of any termination of any FMBT health plan or consolidation of any such plan with any PFS or The Provident Bank health plan, PFS shall make available to employees of FMBT who continue employment with PFS or a PFS Subsidiary (“Continuing Employees”) and their dependents employer-provided health coverage on the same basis as it provides such coverage to PFS employees. Cheviot Financial shallUnless a Continuing Employee affirmatively terminates coverage under a FMBT health plan prior to the time that such Continuing Employee becomes eligible to participate in the PFS health plan, no coverage of any of the Continuing Employees or their dependents shall terminate under any of the FMBT health plans prior to the time such Continuing Employees and their dependents become eligible to participate in the health plans, programs and benefits common to all employees of PFS and their dependents. In the event of a termination or consolidation of any FMBT health plan, terminated FMBT employees and qualified beneficiaries will have the right to continued coverage under group health plans of PFS in accordance with Code Section 4980B(f), consistent with the provisions below. In the event of any termination of any FMBT health plan, or consolidation of any FMBT health plan with any PFS health plan, any coverage limitation under the PFS health plan due to any pre-existing condition shall be waived by the PFS health plan to the degree that such condition was covered by the FMBT health plan and such condition would otherwise have been covered by the PFS health plan in the absence of such coverage limitation. All FMBT Employees who cease participating in an FMBT health plan and become participants in a comparable PFS health plan shall receive credit for any co-payment and deductibles paid under FMBT’s health plan for purposes of satisfying any applicable deductible or out-of-pocket requirements under the PFS health plan, upon substantiation, in a form satisfactory to PFS that such co-payment and/or deductible has been satisfied. 7.7.6 Effective as of the Closing Date, PFS shall establish the Xxxxxx County, New Jersey Advisory Board (the “Advisory Board”). Each person who serves on the Board of Directors of FMBT (except for the director who may join the PFS Board of Directors pursuant to Section 2.5 of this Agreement) both on the date of this Agreement and immediately prior to the Effective Time, use its reasonable efforts to obtain from each of the individuals named in Cheviot Financial Disclosure Schedule 7.6.2 a settlement agreement, with the terms set forth on Cheviot Financial Disclosure Schedule 7.6.2, setting forth the method in which his or her rights under the specified programs will shall be settled (the amount of each such payment to be limited appointed to the amounts specified in Cheviot Financial Disclosure Schedule 7Advisory Board effective immediately following the Effective Time. The Advisory Board shall meet quarterly, and each advisory board member shall receive an annual advisory board fee of $24,000. The Advisory Board shall be continued for a period of at least two years.

Employee Benefits; Advisory Board. 7.6.1 Except as set forth in Cheviot a MutualFirst Financial Disclosure Schedule 7.6.1 or as otherwise provided in Sections 6.13 through 6.17 Section 6.12 or this Section 7.6.1 of this Agreement, as of or after the Effective Time, and at MainSource’s Northwest Bancshares’ election and subject to the requirements of the Code, the Cheviot MutualFirst Financial Compensation and Benefit Plans may continue to be maintained separately, consolidated, frozen or terminated. If reasonably requested by MainSource Northwest Bancshares in writing not later than ten (10) days before the Closing Date and provided that MainSource Northwest Bancshares has indicated in writing that the conditions to its obligations set forth in Section 9.2 hereof have been satisfied or waived, Cheviot MutualFirst Financial shall will take such steps within its power to effectuate a freeze or termination of any Cheviot MutualFirst Financial Compensation and Benefit Plan as of the day immediately prior to Effective Time (other than the Effective Time, and contingent upon the Effective TimeMutualFirst Financial Pension Plan), provided that the Cheviot MutualFirst Financial Compensation and Benefit Plan can be frozen or terminated within such period under the terms of such plan and any applicable laws and regulations. In the event of a consolidation of any or all of such plans or in the event of termination of any Cheviot MutualFirst Financial Compensation and Benefit Plan, except as otherwise set forth in this Section 7.6.1, employees of Cheviot MutualFirst Financial or Cheviot Savings Bank MutualBank who continue as employees of MainSource Northwest Bancshares or MainSource Northwest Bank after the Effective Time (“Continuing Employees”) shall will be eligible to participate in any MainSource Northwest Bank employee plan of similar character immediately upon such consolidation or as of the first entry date coincident with or immediately following such termination. Continuing Employees shall will receive credit for service with Cheviot MutualFirst Financial or Cheviot Savings Bank (including service with any company acquired by Cheviot Financial or Cheviot Savings Bank) MutualBank for purposes of determining eligibility and vesting but not for purposes of accruing or computing benefits under under: (i) any similar existing MainSource Northwest Bancshares benefit plan except that Continuing Employees, in eligible roles for the following benefits, will be treated as new employees under the Northwest Bancshares Pension Plan, the Northwest Bank holiday bonus plan. MainSource shall provide , Northwest Bank’s management bonus plan and all other Northwest Bancshares Stock Benefit Plans, or (ii) any new Northwest Bancshares benefit plan in which Continuing Employees with compensationor their dependents would be eligible to enroll. Notwithstanding the foregoing, employee benefits and terms and conditions of employment that are substantially similar to those provided by MainSource to similarly situated employees of MainSource. After the Effective Time, Cheviot Financial’s PTO policy shall terminate and all Continuing Employees shall be subject to MainSourcewill receive credit for years of service with MutualFirst Financial and any MutualFirst Financial Subsidiary for purposes of determining leave days under Northwest Bank’s PTO policypaid time off (“PTO”) leave policy and for calculation of severance benefits if later terminated by Northwest Bank. MainSource Such service will not credit Continuing Employees with also apply for purposes of satisfying any accrued but unused vacation or sick time under the Cheviot Financial PTO policy as waiting periods, actively-at-work requirements and evidence of the Effective Time. Cheviot Financial will be responsible for paying out any accrued but unused PTO and vacation time as of the day prior to the Effective Timeinsurability requirements. Continuing Employees will begin accruing paid time off under MainSourcehave no rights in Northwest Bank’s PTO policy as of the Effective Timeterminated post-retirement health benefit plan. This Agreement shall not be construed to limit the ability of MainSource Northwest Bancshares or MainSource Northwest Bank to terminate the employment of any Cheviot MutualFirst Financial employee or the employee employment of any Cheviot MutualFirst Financial Subsidiary or to review any Cheviot MutualFirst Financial Compensation and Benefit Plan from time to time and to make such changes (including terminating any such plan) as they deem appropriate. 7.6.2 MainSource shall Northwest Bancshares will honor the contractual terms of all employment, consulting, change in control, and severance and other agreements and plans MutualFirst Financial Non-Qualified Agreements, if any, listed on Cheviot MutualFirst Financial Disclosure Schedule 4.13.84.13.13, except to the extent, with the written consent of the affected parties, extent any such agreement or plan is amended, revised, superseded, renewed superseded or terminated as of, or following, the Effective Time of the Bank Merger, or as otherwise set forth herein. Cheviot Northwest Bancshares, or at Northwest Bancshares request, MutualFirst Financial shallor MutualBank, prior will provide to the individuals listed in MutualFirst Financial Disclosure Schedule 7.6.2 who remain employees of MutualFirst Financial or MutualBank until the Effective Time, use its reasonable efforts to obtain from each payment of the individuals named amounts that would be payable under such employees employment or change in Cheviot control or severance agreement as if such individual’s employment was terminated at the Effective Time, even if such individual remains employed by Northwest Bancshares or Northwest Bank following the Effective Time; provided, however that to the extent that any such payment, when aggregated with any other payments contingent on a change in control of MutualFirst Financial or MutualBank would constitute a “parachute payment” (as such term is defined in Section 280G of the Code), such payments and/or benefits will be reduced to the extent necessary to avoid penalties under Sections 280G and 4999 of the Code. The estimated amounts payable under such employment and change in control agreements are set forth in the MutualFirst Financial Disclosure Schedule 7.6.2 a settlement agreement, with the terms set forth on Cheviot Financial Disclosure Schedule 7.6.2, setting forth the method in which his or her rights under the specified programs will be settled (the amount of each such payment to be limited to the amounts specified in Cheviot Financial Disclosure Schedule 74.13.