Common use of Employee Benefits; Advisory Board Clause in Contracts

Employee Benefits; Advisory Board. 7.7.1 FFC will review all other ALFC Compensation and Benefit Plans to determine whether to maintain, terminate or continue such plans. In the event employee compensation and/or benefits as currently provided by ALFC or Atlantic Liberty Savings, F.A. are changed or terminated by FFC, in whole or in part, FFC shall provide Continuing Employees (as defined below in Section 7.7.6) with compensation and benefits that are, in the aggregate, substantially similar to the compensation and benefits provided to similarly situated FFC employees (as of the date any such compensation or benefit is provided). All ALFC Employees who become participants in an FFC 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 ALFC or Atlantic Liberty Savings, F.A. or any predecessor thereto prior to the Effective Time. FFC and Flushing Savings Bank shall use commercially reasonable efforts to provide employment to all non-executive employees of Atlantic Liberty Savings, F.A., provided, however, that this Agreement shall not be construed to limit the ability of FFC or Flushing Savings Bank, FSB to terminate the employment of any employee or to review employee benefits programs from time to time and to make such changes as they deem appropriate. 7.7.2 The ALFC ESOP shall be terminated as of, or prior to, the Effective Time (all shares held by the ALFC ESOP shall be converted into the right to receive the Merger Consideration, as elected by the ALFC ESOP participants), all outstanding ALFC ESOP indebtedness shall be repaid as soon as practicable following the Effective Date, and the balance of the shares and any other assets remaining in the loan suspense account shall be allocated and distributed to ALFC ESOP participants (subject to the receipt of a favorable determination letter from the IRS), as provided for in the ALFC ESOP and unless otherwise required by applicable law. Prior to the Effective Time, ALFC, and following the Effective Time, FFC shall use their respective best efforts in good faith to obtain such favorable determination letter (including, but not limited to, making such changes to the ESOP and the proposed allocations as may be requested by the IRS as a condition to its issuance of a favorable determination letter). ALFC and following the Effective Time, FFC, will adopt such amendments to the ALFC ESOP as may be reasonably required by the IRS as a condition to granting such favorable determination letter on termination. Neither ALFC, nor following the Effective Time, FFC shall make any distribution from the ALFC ESOP except as may be required by applicable law until receipt of such favorable determination letter. In the case of a conflict between the terms of this Section and the terms of the ALFC ESOP, the terms of the ALFC ESOP shall control, however, in the event of any such conflict, ALFC before the Merger, and FFC, after the Merger, shall use their best efforts to cause the ALFC ESOP to be amended to conform to the requirements of this Section. 7.7.3 In the event of any termination of any ALFC or Atlantic Liberty Savings, F.A. health plan or consolidation of any such plan with any FFC or Flushing Savings Bank, FSB health plan, FFC shall make available to employees of ALFC or Atlantic Liberty Savings, F.A. who continue employment with FFC or a FFC Subsidiary ("Continuing Employees") and their dependents employer-provided health coverage on the same basis as it provides such coverage to FFC employees. Unless a Continuing Employee affirmatively terminates coverage under a ALFC health plan prior to the time that such Continuing Employee becomes eligible to participate in the FFC health plan, no coverage of any of the Continuing Employees or their dependents shall terminate under any of the ALFC 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 FFC and their dependents. In the event of a termination or consolidation of any ALFC health plan, terminated ALFC employees and qualified beneficiaries will have the right to continued coverage under group health plans of FFC in accordance with Code Section 4980B(f), consistent with the provisions below. In the event of any termination of any ALFC health plan, or consolidation of any ALFC health plan with any FFC health plan, individuals covered by the ALFC health plan shall be entitled to immediate coverage under the FCC health plan in accordance with the Health Insurance Portability and Accountability Act of 1996 ("HIPAA") and the regulations issued thereunder, including limitations on pre-existing condition exclusions, nondiscrimination and special enrollment rights. All ALFC employees who cease participating in a ALFC health plan and become participants in a comparable FFC health plan shall receive credit for any co-payment and deductibles paid under ALFC's health plan for purposes of satisfying any applicable deductible or out-of-pocket requirements under the FFC health plan, upon substantiation, in a form satisfactory to FFC that such co-payment and/or deductible has been satisfied. 7.7.4 Effective as of the Closing Date, FFC shall establish an Advisory Board (the "Advisory Board"). Each person who serves on the Board of Directors of ALFC or Atlantic Liberty Savings, F.A. both on the date of this Agreement and immediately prior to the Effective Time and the current Corporate Secretary of ALFC, shall be appointed to the Advisory Board effective immediately following the Effective Time. The Advisory Board shall meet quarterly, and each advisory board member shall receive an annual retainer of $15,000 and a quarterly advisory board fee of $1,000. The advisory board fee shall be paid quarterly for each meeting attended. The Advisory Board shall be continued for a period of three years.

Employee Benefits; Advisory Board. 7.7.1 FFC Except as otherwise provided in this Agreement, PFS will review all other ALFC the TCB Compensation and Benefit Plans to determine whether to maintain, terminate or continue such plansplans after the Effective Time. In the event employee compensation and/or benefits as currently provided by ALFC or Atlantic Liberty Savings, F.A. are changed that any TCB Compensation and Benefit Plan is frozen or terminated by FFCPFS, former employees of TCB who become employees of PFS or Provident Bank after the Effective Time (“Continuing Employees”) who were participants in whole such plan shall be eligible to participate in any PFS Compensation and Benefit Plan of similar character (to extent that one exists, other than any PFS non-qualified deferred compensation plan, employment agreement, change in control agreement or in partequity incentive plan or other similar-type of arrangement, FFC shall provide Continuing Employees (as defined below in Section 7.7.6) with compensation and benefits that are, in or the aggregate, substantially similar to the compensation and benefits provided to similarly situated FFC employees (as of the date any such compensation or benefit is providedPFS Defined Benefit Plan). All ALFC Continuing Employees who become participants in an FFC a PFS Compensation and Benefit Benefits 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 ALFC or Atlantic Liberty Savings, F.A. TCB or any predecessor thereto prior to the Effective Time. FFC and Flushing Savings Bank shall use commercially reasonable efforts to provide employment to all non-executive employees of Atlantic Liberty Savings, F.A., provided, however, that this credit for prior service shall be given under the PFS ESOP only for purposes of determining eligibility to participate in such plan and not for vesting purposes, and provided further, that credit for prior service shall not be given under the PFS retiree health plan. This Agreement shall not be construed to limit the ability of FFC PFS or Flushing Savings Bank, FSB Provident Bank to terminate the employment of any TCB employee or to review employee benefits programs any TCB Compensation and Benefit Plan from time to time and to make such changes (including terminating any such plan) as they deem appropriate. 7.7.2 The ALFC ESOP PFS shall be honor the contractual terms of all employment, consulting, change in control, severance and deferred compensation agreements, if any, listed on TCB DISCLOSURE SCHEDULE 4.13.1 (collectively, the “TCB Non-Qualified Agreements”), except to the extent any such agreement is superseded or terminated as of, or prior tofollowing, the Effective Time (all shares held by Time. The estimated amounts payable under the ALFC ESOP TCB Non-Qualified Agreements are set forth in the Benefits Schedule. Notwithstanding anything contained in the TCB Non-Qualified Agreements or in this Agreement, no payment shall be converted into made under any Non-Qualified Agreement that would constitute a “parachute payment” (as such term is defined in Section 280G of the right to receive the Merger Consideration, as elected by the ALFC ESOP participantsCode), all outstanding ALFC ESOP indebtedness shall and to the extent any payments or benefits would constitute a “parachute payment,” such payments and/or benefits will be repaid as soon as practicable following reduced to the Effective Date, and the balance extent necessary to avoid penalties under Section 280G of the shares and any other assets remaining in the loan suspense account shall be allocated and distributed to ALFC ESOP participants (subject to the receipt Code. 7.7.3 For purposes of a favorable determination letter from the IRS)Provident Bank’s vacation and/or paid leave benefit programs, Provident Bank will give each Continuing Employee credit for such individual’s accrued paid-time off balance with TCB as provided for in the ALFC ESOP and unless otherwise required by applicable law. Prior to of the Effective Time. 7.7.4 Any employee of TCB who is not a party to an employment, ALFCchange in control or severance agreement or contract providing severance payments shall, and for one year following the Effective Time, FFC shall use their respective best efforts be covered and be eligible to receive severance benefits under the severance plan or policy (the “TCB Severance Plan”) set forth in good faith to obtain such favorable determination letter (including, but not limited to, making such changes to the ESOP and the proposed allocations as may be requested by the IRS as a condition to its issuance of a favorable determination letter). ALFC and following the Effective Time, FFC, will adopt such amendments to the ALFC ESOP as may be reasonably required by the IRS as a condition to granting such favorable determination letter on termination. Neither ALFC, nor following the Effective Time, FFC shall make any distribution from the ALFC ESOP except as may be required by applicable law until receipt of such favorable determination letter. In the case of a conflict between the terms of this Section and TCB DISCLOSURE SCHEDULE 7.7.4 in accordance with the terms of the ALFC ESOPTCB Severance Plan, provided, however that such employee enters into a release of claims against PFS, Provident Bank and their affiliates in a customary form reasonably satisfactory to PFS. The estimated amounts payable under the terms of the ALFC ESOP shall control, however, TCB Severance Plan are set forth in the event of any such conflict, ALFC before the Merger, and FFC, after the Merger, shall use their best efforts to cause the ALFC ESOP to be amended to conform to the requirements of this SectionBenefits Schedule. 7.7.3 7.7.5 In the event of any termination of any ALFC or Atlantic Liberty Savings, F.A. TCB health plan or consolidation of any such plan with any FFC PFS or Flushing Savings Bank, FSB Provident Bank health plan, FFC PFS shall make available to employees of ALFC or Atlantic Liberty Savings, F.A. who continue employment with FFC or a FFC Subsidiary ("Continuing Employees") Employees and their dependents employer-provided health coverage on the same basis as it provides such coverage to FFC PFS employees. Unless a Continuing Employee affirmatively terminates coverage under a ALFC TCB health plan prior to the time that such Continuing Employee becomes eligible to participate in the FFC PFS health plan, no coverage of any of the Continuing Employees or their dependents shall terminate under any of the ALFC TCB 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 FFC PFS and their dependents. In the event of a termination or consolidation of any ALFC TCB health plan, terminated ALFC TCB employees and qualified beneficiaries will have the right to continued coverage under group health plans of FFC PFS in accordance with Code Section 4980B(f), consistent with the provisions below. In the event of any termination of any ALFC health plan, or consolidation of any ALFC health plan with any FFC health plan, individuals covered by the ALFC health plan shall be entitled to immediate coverage under the FCC health plan in accordance with the Health Insurance Portability and Accountability Act of 1996 ("HIPAA") and the regulations issued thereunder, including limitations on pre-existing condition exclusions, nondiscrimination and special enrollment rights. All ALFC employees who cease participating in a ALFC health plan and become participants in a comparable FFC health plan shall receive credit for any co-payment and deductibles paid under ALFC's health plan for purposes of satisfying any applicable deductible or out-of-pocket requirements under the FFC health plan, upon substantiation, in a form satisfactory to FFC that such co-payment and/or deductible has been satisfiedCOBRA. 7.7.4 7.7.6 PFS and Provident Bank agree to take all such actions related to the TCB 401(k) Plan as stated in Section 6.12 of this Agreement. 7.7.7 Effective as of the Closing Date, FFC PFS shall establish an a New Jersey Regional Advisory Board (the "and a Pennsylvania Regional Advisory Board"). Each person , which advisory boards will be comprised of those persons who serves serve on the TCB Board of Directors of ALFC or Atlantic Liberty Savings, F.A. both (other than the TCB board member who shall serve on the date of this Agreement PFS and immediately prior to the Effective Time and the current Corporate Secretary of ALFC, shall be appointed to the Advisory Board effective immediately following the Effective Time. The Advisory Board shall meet quarterlyProvident Bank board) or on an existing TCB advisory board, and each advisory board member shall receive an annual retainer of $15,000 and a quarterly advisory board fee of $1,000. The advisory board fee shall be paid quarterly for each meeting attended. The Advisory Board shall be continued for a period of three yearswho are designated by PFS, in consultation with TCB.

Employee Benefits; Advisory Board. 7.7.1 FFC 7.8.1. FNFG will review all other ALFC TFC Compensation and Benefit Plans to determine whether to maintain, terminate or continue such plans. In the event employee compensation and/or benefits as currently provided by ALFC or Atlantic Liberty Savings, F.A. TFC and TSB are changed or terminated by FFCFNFG, in whole or in part, FFC FNFG shall provide Continuing Employees (as defined below in Section 7.7.6below) with compensation and benefits that are, in the aggregate, substantially similar to the compensation and benefits provided to similarly situated FFC FNFG employees (as of the date any such compensation or benefit is provided). All ALFC TFC Employees who become participants in an FFC FNFG 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 pension benefit accrual purposes) be given credit for meeting eligibility and vesting requirements in such plans for service as an employee of ALFC TFC or Atlantic Liberty Savings, F.A. TSB or any predecessor thereto prior to the Effective Time. FFC and Flushing Savings Bank shall use commercially reasonable efforts to provide employment to all non-executive employees of Atlantic Liberty Savings, F.A., provided, however, that this credit for prior service shall not be given under the FNFG ESOP. This Agreement shall not be construed to limit the ability of FFC FNFG or Flushing Savings Bank, FSB First Niagara Bank to terminate the employment of any employee or to review employee benefits programs from time to time and to make such changes as they deem appropriate. 7.7.2 7.8.2. The ALFC ESOP TFC Employee Stock Ownership Plan (the "TFC ESOP") shall be terminated as of, or prior to, the Effective Time (all shares held by the ALFC ESOP shall be converted into the right to receive the Merger Consideration, as elected by the ALFC ESOP participants), all outstanding ALFC TFC ESOP indebtedness shall be repaid as soon as practicable following the Effective Daterepaid, and the balance of the shares and any other assets remaining in the loan suspense account shall be allocated and distributed to ALFC TFC ESOP participants (subject to the receipt of a favorable determination letter from the IRS), as provided for in the ALFC TFC ESOP and unless otherwise required by applicable law. Prior to the Effective Time, ALFCTFC and TSB, and following the Effective Time, FFC FNFG and First Niagara Bank shall use their respective best efforts in good faith to obtain such favorable determination letter (including, but not limited to, making such changes to the ESOP and the proposed allocations as may be requested by the IRS as a condition to its issuance of a favorable determination letter). ALFC TFC and TSB, and following the Effective Time, FFCFNFG and First Niagara Bank, will adopt such amendments to the ALFC TFC ESOP as may be reasonably required by the IRS as a condition to granting such favorable determination letter on termination. Neither ALFCTFC or TSB, nor or following the Effective Time, FFC FNFG or First Niagara Bank shall make any distribution from the ALFC TFC ESOP except as may be required by applicable law until receipt of such favorable determination letter. In the case of a conflict between the terms of this Section and the terms of the ALFC TFC ESOP, the terms of the ALFC TFC ESOP shall control, however, in the event of any such conflict, ALFC TFC and TSB before the Merger, and FFCFNFG and First Niagara, after the Merger, shall use their best efforts to cause the ALFC ESOP to be amended to conform to the requirements of this Section. 7.7.3 In 7.8.3. The payments required to be made under the event employment agreements between (i) TFC and TSB and (ii) each of any termination of any ALFC or Atlantic Liberty Savingsthe following individuals, F.A. health plan or consolidation of any such plan with any FFC or Flushing Savings Bank, FSB health plan, FFC shall make available to employees of ALFC or Atlantic Liberty Savings, F.A. who continue employment with FFC or a FFC Subsidiary Daniel J. Hogarty ("Continuing EmployeesHogarty"), Jr., Kevin M. O'Bryan ("O'Bryan"), Davxx X. XxXxxx ("XxLucx"), Xxbert P. Kxxxx ("Xxxxx") and their dependents employer-provided health coverage on the same basis as it provides such coverage to FFC employees. Unless a Continuing Employee affirmatively terminates coverage under a ALFC health plan prior xnd Xxxxxxx C. Xxxxx ("Xxxxx"), sxxxx xe maxx, xxxxxx xxxxrwixx xxt forth xxxxxx, xxxxxxxtelx xxxor to the time that such Continuing Employee becomes eligible to participate in the FFC health planEffective Time, no coverage of any of the Continuing Employees or their dependents shall terminate under any of the ALFC 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 FFC and their dependents. In the event of a termination or consolidation of any ALFC health plan, terminated ALFC employees and qualified beneficiaries will have the right to continued coverage under group health plans of FFC in accordance with Code Section 4980B(f), consistent with the provisions below. In the event of any termination of any ALFC health plan, or consolidation of any ALFC health plan with any FFC health plan, individuals covered by the ALFC health plan shall be entitled to immediate coverage under the FCC health plan in accordance with the Health Insurance Portability and Accountability Act of 1996 ("HIPAA") and following principles: In the regulations issued thereunder, including limitations on pre-existing condition exclusions, nondiscrimination and special enrollment rights. All ALFC employees who cease participating in a ALFC health plan and become participants in a comparable FFC health plan shall receive credit for any co-payment and deductibles paid under ALFC's health plan for purposes of satisfying any applicable deductible or out-of-pocket requirements under the FFC health plan, upon substantiation, in a form satisfactory to FFC that such co-payment and/or deductible has been satisfied. 7.7.4 Effective as calculation of the Closing Datepayment to be made under Section 8(a)(iii)(B) for Hogarty, FFC shall establish an Advisory Board (O'Bryan, DeLuca and Mahar, no bonus was paid or payable durixx xxx 12 xxxxx pexxxx xrecedxxx xhe termination. In the "Advisory Board"). Each person who serves on calculation of the Board of Directors of ALFC payment to be made under Section 8(a)(iii)(1)(B) for Klein, no bonus was paid or Atlantic Liberty Savingspayable during the 24 month period precedxxx xhe termination, F.A. both on the date of this Agreement and immediately prior to the Effective Time and the current Corporate Secretary of ALFC, shall be appointed to the Advisory Board effective immediately following the Effective Time. The Advisory Board shall meet quarterly, and each advisory board member shall receive an annual retainer of $15,000 and a quarterly advisory board fee of $1,000. The advisory board fee shall be paid quarterly for each meeting attended. The Advisory Board shall be continued for a period of three yearsexcept as set forth in TFC DISCLOSURE SCHEDULE 7.8.

Employee Benefits; Advisory Board. 7.7.1 FFC will review all other ALFC Compensation and Benefit Plans to determine whether to maintain, terminate or continue such plans. In the event employee compensation and/or benefits as currently provided by ALFC or Atlantic Liberty Savings, F.A. are changed or terminated by FFC, in whole or in part, FFC shall provide Continuing Employees (as defined below in Section 7.7.6) with compensation and benefits that are, in the aggregate, substantially similar to the compensation and benefits provided to similarly situated FFC employees (as of the date any such compensation or benefit is provided). All ALFC Employees who become participants in an FFC 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 ALFC or Atlantic Liberty Savings, F.A. or any predecessor thereto prior to the Effective Time. FFC and Flushing Savings Bank shall use commercially reasonable efforts to provide employment to all non-executive employees of Atlantic Liberty Savings, F.A., provided, however, that this Agreement shall not be construed to limit the ability of FFC or Flushing Savings Bank, FSB to terminate the employment of any employee or to review employee benefits programs from time to time and to make such changes as they deem appropriate. 7.7.2 The ALFC ESOP shall be terminated as of, or prior to, the Effective Time (all shares held by the ALFC ESOP shall be converted into the right to receive the Merger Consideration, as elected by the ALFC ESOP participants), all outstanding ALFC ESOP indebtedness shall be repaid as soon as practicable following the Effective Date, and the balance of the shares and any other assets remaining in the loan suspense account shall be allocated and distributed to ALFC ESOP participants (subject to the receipt of a favorable determination letter from the IRS), as provided for in the ALFC ESOP and unless otherwise required by applicable law. Prior to the Effective Time, ALFC, and following the Effective Time, FFC shall use their respective best efforts in good faith to obtain such favorable determination letter (including, but not limited to, making such changes to the ESOP and the proposed allocations as may be requested by the IRS as a condition to its issuance of a favorable determination letter). ALFC and following the Effective Time, FFC, will adopt such amendments to the ALFC ESOP as may be reasonably required by the IRS as a condition to granting such favorable determination letter on termination. Neither ALFC, nor following the Effective Time, FFC shall make any distribution from the ALFC ESOP except as may be required by applicable law until receipt of such favorable determination letter. In the case of a conflict between the terms of this Section and the terms of the ALFC ESOP, the terms of the ALFC ESOP shall control, however, in the event of any such conflict, ALFC before the Merger, and FFC, after the Merger, shall use their best efforts to cause the ALFC ESOP to be amended to conform to the requirements of this Section. 7.7.3 In the event of any termination of any ALFC or Atlantic Liberty Savings, F.A. health plan or consolidation of any such plan with any FFC or Flushing Savings Bank, FSB health plan, FFC shall make available to employees of ALFC or Atlantic Liberty Savings, F.A. who continue employment with FFC or a FFC Subsidiary ("“Continuing Employees"”) and their dependents employer-provided health coverage on the same basis as it provides such coverage to FFC employees. Unless a Continuing Employee affirmatively terminates coverage under a ALFC health plan prior to the time that such Continuing Employee becomes eligible to participate in the FFC health plan, no coverage of any of the Continuing Employees or their dependents shall terminate under any of the ALFC 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 FFC and their dependents. In the event of a termination or consolidation of any ALFC health plan, terminated ALFC employees and qualified beneficiaries will have the right to continued coverage under group health plans of FFC in accordance with Code Section 4980B(f), consistent with the provisions below. In the event of any termination of any ALFC health plan, or consolidation of any ALFC health plan with any FFC health plan, individuals covered by the ALFC health plan shall be entitled to immediate coverage under the FCC health plan in accordance with the Health Insurance Portability and Accountability Act of 1996 ("“HIPAA"”) and the regulations issued thereunder, including limitations on pre-existing condition exclusions, nondiscrimination and special enrollment rights. All ALFC employees who cease participating in a ALFC health plan and become participants in a comparable FFC health plan shall receive credit for any co-payment and deductibles paid under ALFC's ’s health plan for purposes of satisfying any applicable deductible or out-of-pocket requirements under the FFC health plan, upon substantiation, in a form satisfactory to FFC that such co-payment and/or deductible has been satisfied. 7.7.4 Effective as of the Closing Date, FFC shall establish an Advisory Board (the "“Advisory Board"”). Each person who serves on the Board of Directors of ALFC or Atlantic Liberty Savings, F.A. both on the date of this Agreement and immediately prior to the Effective Time and the current Corporate Secretary of ALFC, shall be appointed to the Advisory Board effective immediately following the Effective Time. The Advisory Board shall meet quarterly, and each advisory board member shall receive an annual retainer of $15,000 and a quarterly advisory board fee of $1,000. The advisory board fee shall be paid quarterly for each meeting attended. The Advisory Board shall be continued for a period of three years.