Common use of Employee Benefits and Contracts Clause in Contracts

Employee Benefits and Contracts. (a) Unless otherwise agreed between First Bank and a Covered Employee, for the period beginning on the Closing Date and ending on the one year anniversary of the Closing Date (or such shorter period of employment, as the case may be), each employee of Malvern who remains employed by the Surviving Corporation or any First Bank Entity after the Closing Date (each, a “Covered Employee”) shall receive (i) an annual rate of salary or wages and annual cash bonus opportunity that is no less favorable than the annual rate of salary or wages, or bonus opportunity, as applicable, provided to such Covered Employee by Malvern as of immediately prior to the Closing and (ii) benefits (excluding equity and other long-term incentive awards) that are substantially comparable in the aggregate to the benefits provided to similarly situated employees of First Bank; provided, that until such time as First Bank shall cause the Covered Employees to participate in the applicable First Bank employee benefit plans, the continued participation of the Covered Employees in Malvern Benefit Plans shall be deemed to satisfy the foregoing provisions of this clause (it being understood that participation in First Bank’s employee benefit plans may commence at different times with respect to each of First Bank’s employee benefit plans). (b) For purposes of determining a Covered Employee’s eligibility to participate and vesting under First Bank’s employee benefit plans (other than any defined benefit pension plan, post-employment health or welfare plan, or equity incentive plan), the service of a Covered Employee with a Malvern Entity prior to the Effective Time shall be treated as service with a First Bank Entity to the same extent that such service was recognized by the Malvern Entities under a corresponding Malvern Benefit Plan; provided, that such recognition of service shall not (i) operate to duplicate any benefits of a Covered Employee with respect to the same period of service or (ii) apply for purposes of any plan, program, policy, agreement or arrangement (x) under which similarly-situated employees of First Bank Entities do not receive credit for prior service or (y) that is grandfathered or frozen, either with respect to level of benefits or participation. In no event shall any Covered Employee be eligible to participate in any closed or frozen plan of any First Bank Entity. (c) The Malvern Entities shall take all necessary action (including without limitation the adoption of resolutions and plan amendments and the delivery of any required notices) to terminate, effective as of the day before the Closing Date, any Malvern Benefit Plan that is intended to constitute a tax-qualified defined contribution plan under Section 401(k) of the Internal Revenue Code (a “401(k) Plan”). Malvern shall provide First Bank with a copy of the resolutions, plan amendments, notices and other documents prepared to effectuate the termination of the 401(k) Plan in advance and give First Bank a reasonable opportunity to comment on such documents (which comments shall be considered in good faith), and prior to the Closing Date, Malvern shall provide First Bank with the final documentation evidencing that the 401(k) Plan has been terminated. (d) Upon request by First Bank in writing prior to the Closing Date, the Malvern Entities shall cooperate in good faith with First Bank, effective on Closing Date, and conditioned upon the consummation of the transaction contemplated hereby, to amend, freeze, terminate or modify any Malvern Benefit Plan to the extent and in the manner determined by First Bank effective upon the Closing Date (or at such different time mutually agreed to by the parties) and consistent with applicable Law. Malvern shall provide First Bank with a copy of the resolutions, plan amendments, notices and other documents prepared to effectuate the actions contemplated by this Section 7.8(d), as applicable, and give First Bank a reasonable opportunity to comment on such documents (which comments shall be considered in good faith), and prior to the Closing Date, Malvern shall provide First Bank with the final documentation evidencing that the actions contemplated herein have been effectuated. (e) The provisions of this Section 7.8 are solely for the benefit of the Parties to this Agreement, and no employee, any dependent or beneficiary thereof, or any other individual associated therewith shall be regarded for any purpose as a third-party beneficiary of this Agreement. In no event shall the terms of this Agreement: (i) establish, amend, or modify any Malvern Benefit Plan or any employee benefit plan, program, policy, agreement or arrangement maintained or sponsored by First Bank, Malvern or any of their respective Affiliates; (ii) alter or limit the ability of any First Bank Entity (including, after the Closing Date, the Malvern Entities) to amend, modify or terminate any Malvern Benefit Plan or any other employee benefit plan, program, policy, agreement or arrangement after the Closing Date; or (iii) confer upon any current or former employee or other service provider any right to employment or continued employment or continued service with any First Bank Entity (including, following the Closing Date, the Malvern Entities), or constitute or create an employment agreement with any employee, or interfere with or restrict in any way the rights of the Surviving Corporation, Malvern, First Bank or any Subsidiary or Affiliate thereof to discharge or terminate the services of any employee or other service provider at any time for any reason whatsoever. (f) Malvern and Malvern Bank shall take or cause to be taken all such actions as may be necessary to effect the actions set forth below relating to Malvern’s employee stock ownership plan (the “Malvern ESOP”) prior to or simultaneous with the Effective Time, as applicable. Effective on the fifth (5th) Business Day before the Effective Time, the ESOP shall be terminated (the “ESOP Termination Date”). No new participants shall be admitted on or after the ESOP Termination Date and all existing ESOP participants’ accounts shall become fully vested and 100% non-forfeitable. Malvern Bank shall direct the ESOP trustee to remit a sufficient number of shares of Malvern Common Stock held in the Malvern ESOP’s Loan Suspense Account (as defined in Section 2.01(z) of the Malvern ESOP) to Malvern to repay the outstanding ESOP loan in full, with each remitted share to be valued equal to the closing price of Malvern Common Stock on the day immediately prior to the ESOP Termination Date. All remaining shares of Malvern Common Stock held by the ESOP as of the Effective Time shall be exchanged for the Merger Consideration. After repayment of the outstanding ESOP loan and the exchange of the shares of Malvern Common Stock for the Merger Consideration, the Merger Consideration received upon conversion of the remaining shares of Malvern Common Stock held in the Malvern ESOP’s Loan Suspense Account shall be deemed to be earnings and shall be allocated as earnings to the accounts of the ESOP participants who are employed as of the ESOP Termination Date based on their account balances under the ESOP as of the ESOP Termination Date and distributed to ESOP participants after the receipt of a favorable determination letter from the IRS. No benefit distributions shall be made from the ESOP without the prior written consent of First Bank before the IRS issues a favorable determination letter with respect to the tax-qualified status of the ESOP on termination unless otherwise required by law. Prior to the Effective Time, Malvern shall take all such actions as are necessary to submit the application for favorable determination letter in advance of the Effective Time (and to provide First Bank with the opportunity to review the application for a favorable determination letter at least twenty (20) days prior to the filing date with the IRS), and following the Effective Time, First Bank shall use its best efforts in good faith to obtain such favorable determination letter as promptly as possible (including, but not limited to, making such changes to the ESOP as may be required by the IRS as a condition to its issuance of a favorable determination letter). Xxxxxxx, Malvern Bank, and following the Effective Time, First Bank, will adopt such amendments to the ESOP to effect the provisions of this Section 7.8(f). Promptly following the receipt of a favorable determination letter from the IRS regarding the qualified status of the ESOP upon its termination, the account balances in the ESOP shall either be distributed to participants and beneficiaries or transferred to an eligible tax-qualified retirement plan or individual retirement account as a participant or beneficiary may direct. (g) Employees of Malvern as of the date of the Agreement who remain employed by Xxxxxxx as of the Effective Time and whose employment is terminated by First Bank or Malvern Bank (absent termination for cause) within the time period set forth in Section 7.8(g)(i) of Malvern’s Disclosure Memorandum shall receive severance pay equal to the amounts set forth in Section 7.8(g) of First Bank’s Disclosure Memorandum, subject to receipt of an effective release of claims from the employee receiving such severance payment, which release shall be in form and substance reasonably satisfactory to Malvern and First Bank. In addition, Xxxxxxx shall be permitted to grant retention bonuses to Employees of Malvern as of the date of this Agreement who remain employed by Xxxxxxx as of the Effective Time, with such Employees and retention bonus amounts determined mutually between Malvern and First Bank.

Employee Benefits and Contracts. (a) Unless otherwise agreed between First Bank and a Covered Employee, for the period beginning on the Closing Date and ending on the one year anniversary All persons who are employees of the Closing Date (or such shorter period of employment, as the case may be), each employee of Malvern who remains employed by the Surviving Corporation or any First Bank Entity after the Closing Date (each, a “Covered Employee”) shall receive (i) an annual rate of salary or wages and annual cash bonus opportunity that is no less favorable than the annual rate of salary or wages, or bonus opportunity, as applicable, provided to such Covered Employee by Malvern as of Seller Entities immediately prior to the Closing Effective Time and (ii) benefits (excluding equity and other long-term incentive awards) that are substantially comparable in the aggregate whose employment is not terminated, if any, at or prior to the benefits provided to similarly situated Effective Time (a “Continuing Employee”) shall, at the Effective Time, remain or become employees of First Bank; provided, however, that in no event shall any of the employees of the Seller Entities be officers of Buyer or State Bank, or have or exercise any power or duty conferred upon such an officer, unless and until duly elected or appointed to such time position by the board of directors of Buyer or State Bank and in accordance with the bylaws of Buyer or State Bank. Except as First Bank shall cause the Covered Employees to participate otherwise provided in the applicable First Bank employee benefit plansthis Agreement, the continued participation Officer Service Agreements or any subsequent agreement entered into between State Bank and any such Continuing Employees, all of the Covered Continuing Employees in Malvern Benefit Plans shall be deemed employees at will and no contractual right to satisfy the foregoing provisions employment shall inure to such employees because of this clause (it being understood that participation in First Bank’s employee benefit plans may commence at different times with respect to each of First Bank’s employee benefit plans)Agreement. (b) For purposes As of determining a Covered Employee’s eligibility the Effective Time, and subject to participate Sections 6.9(i) through (l) of this Agreement and vesting under applicable authority to unilaterally amend, from time to time, or terminate First Bank’s employee existing benefit plans (other than any defined benefit pension planplans, post-employment health or welfare plan, or equity incentive plan), the service of a Covered each Continuing Employee with a Malvern Entity prior to the Effective Time shall be treated as service with a First Bank Entity to the same extent that such service was recognized by the Malvern Entities under a corresponding Malvern Benefit Plan; provided, that such recognition of service shall not (i) operate to duplicate any benefits of a Covered Employee with respect to the same period of service or (ii) apply for purposes of any plan, program, policy, agreement or arrangement (x) under which similarly-situated employees of First Bank Entities do not receive credit for prior service or (y) that is grandfathered or frozen, either with respect to level of benefits or participation. In no event shall any Covered Employee be eligible to participate in any closed or frozen plan First Bank’s existing benefit plans with full credit for prior service with First Bank for purposes of eligibility and vesting. To the extent that any First Bank Entityplans are terminated, Buyer agrees that Buyer will transition employees of First Bank to the comparable Buyer Employee Benefit Plan(s) (if any) in accordance with Section 6.9(c). (c) The Malvern Entities If after the Effective Time Buyer elects to transition employees of First Bank to Buyer Employee Benefit Plans, Buyer shall take all necessary action (including without limitation make available employer-provided benefits under Buyer Employee Benefit Plans to each Continuing Employee on the adoption same basis as it provides such coverage to Buyer or State Bank employees. With respect to Buyer Employee Benefit Plans providing health coverage, Buyer shall use commercially reasonable efforts to cause any pre-existing condition, eligibility waiting period, or other limitations or exclusions otherwise applicable under such plans to new employees not to apply to a Continuing Employee or their covered dependents who were covered under a similar Seller plan at the Effective Time of resolutions and the Merger. In addition, if any such transition occurs during the middle of a plan amendments and the delivery year, Buyer shall use commercially reasonable efforts to cause any such successor Buyer Employee Benefit Plan providing health coverage to give credit towards satisfaction of any required noticesannual deductible limitation and out-of-pocket maximum applied under such successor plan for any deductible, co-payment and other cost-sharing amounts previously paid by a Continuing Employee respecting his or her participation in the corresponding Seller Employee Benefit Plan during that plan year prior to the transition effective date. (d) Simultaneously herewith, Xxxxx X. Xxxxxxx, III, Xxxxxx X. Xxxx, Xxxx X. Xxxxxx and W. Xxxxxxx Xxxxx shall enter into offer letters and separation agreements (collectively, the “Officer Service Agreements”). (e) Seller shall use its reasonable best efforts to terminatecause each holder of Seller Options to execute and deliver a Stock Option Cash-Out Agreement dated as of the date hereof in the form of Exhibit B pursuant to which he or she agrees to cancel his or her outstanding Seller Options as of the Effective Time in exchange for a one-time cash payment as set forth in Section 2.4 of the Agreement, subject to applicable withholding; provided, however, that Stock Option Cash-Out Agreements from any holders of Seller Options that are not directors or executive officers of Seller may be sought following the execution of this Agreement. Simultaneously herewith, each of the directors and executive officers of Seller that hold Seller Options shall have entered into a Stock Option Cash-Out Agreement. (f) Simultaneously herewith, each of the directors of Seller and First Bank shall have entered into a Non-Compete Agreement (which shall be effective as of the Effective Time) in the form of Exhibit A. (g) Simultaneously herewith, each of the directors and executive officers of Seller and First Bank shall have entered into a Claims Letter (and which shall be effective as of the Effective Time) in the form of Exhibit D. (h) No officer, employee, or other Person (other than the corporate Parties to this Agreement) shall be deemed a third party or other beneficiary of this Agreement, and no such Person shall have any right or other entitlement to enforce any provision of this Agreement or seek any remedy in connection with this Agreement, except as may be expressly set forth in Section 6.11. No provision of this Agreement constitutes or shall be deemed to constitute, an employee benefit plan or other arrangement, an amendment of any employee benefit plan or other arrangement, or any provision of any employee benefit plan or other arrangement. (i) Upon not less than 10 days’ notice prior to the Closing Date from Buyer to Seller, Seller shall cause the termination, amendment, or other appropriate modification of each Seller Benefit Plan as specified by Buyer in such notice. Buyer may require in such notice that Seller shall not sponsor or otherwise have any further Liability or other obligation in connection with such applicable Seller Benefit Plans, effective as of the day before date which immediately precedes the Closing Date. Upon such action, any Malvern participants in such applicable Seller Benefit Plan Plans that is are Seller ERISA Plans which are intended to constitute a tax-be qualified defined contribution plan under Section 401(k401(a) of the Internal Revenue Code shall be 100% vested in their account balances. (a j) Notwithstanding Section 6.9(i), (i) prior to the Closing, Seller’s board of directors shall adopt resolutions terminating the First Bank of Georgia 401(k) Plan (the “Seller 401(k) Plan”). Malvern shall provide First Bank with a copy , effective as of the resolutionsdate which immediately precedes the date which includes the Effective Time (the “Termination Date”), plan (ii) prior to the Seller 401(k) Plan’s termination under “(i),” immediately above, Seller shall adopt all amendments, notices including amendments and restatements, of each document evidencing the Seller 401(k) Plan, as may be necessary to maintain the Seller 401(k) Plan’s compliance with Code Section 401(a) and other documents prepared to effectuate the termination applicable provisions of the Code pursuant to such termination, and (iii) as of the Termination Date, Seller shall proceed with implementing the process of distributing the Seller 401(k) Plan’s account balances to participants as their interests appear pursuant to such termination. Buyer shall cause the State Bank & Trust Company 401(k) Profit Sharing Plan (the “Buyer 401(k) Plan”) to accept rollovers of distributions and participant loans from the Seller 401(k) Plan by the Seller 401(k) Plan’s participants who are eligible to become participants in advance and give First Bank a reasonable opportunity to comment on such documents (which comments shall be considered in good faith)the Buyer’s 401(k) Plan; provided, and prior to the Closing Datehowever, Malvern shall provide First Bank with the final documentation evidencing that the Buyer 401(k) Plan has been terminated. (dshall not accept rollovers of participant loans from Seller 401(k) Upon request by First Bank Plan participant-borrowers that are determined to be “parties in writing prior to the Closing Date, the Malvern Entities shall cooperate in good faith with First Bank, effective on Closing Date, and conditioned upon the consummation interest” or “disqualified persons” as of the transaction contemplated hereby, to amend, freeze, terminate or modify any Malvern Benefit Plan to the extent and in the manner determined by First Bank effective upon the Closing Date (or at such different time mutually agreed to by the parties) and consistent with applicable Law. Malvern shall provide First Bank with a copy of the resolutions, plan amendments, notices and other documents prepared to effectuate the actions contemplated by this Section 7.8(d), as applicable, and give First Bank a reasonable opportunity to comment on such documents (which comments shall be considered in good faith), and prior to the Closing Date, Malvern shall provide First Bank with the final documentation evidencing that the actions contemplated herein have been effectuated. (e) The provisions of this Section 7.8 are solely for the benefit of the Parties to this Agreement, and no employee, any dependent or beneficiary thereof, or any other individual associated therewith shall be regarded for any purpose as a third-party beneficiary of this Agreement. In no event shall the terms of this Agreement: (i) establish, amend, or modify any Malvern Benefit Plan or any employee benefit plan, program, policy, agreement or arrangement maintained or sponsored by First Bank, Malvern or any of their respective Affiliates; (ii) alter or limit the ability of any First Bank Entity (including, after the Closing Date, in respect of the Malvern EntitiesBuyer 401(k) Plan, as those terms are defined under ERISA Section 3(14) and Code Section 4975(e)(2), respectively, or whose Seller 401(k) Plan participant loan, if rolled over to amendthe Buyer 401(k) Plan, modify (a) would cause a failure to meet and obtain exemption from any plan participant loan-related “prohibited transaction” (as defined under each of ERISA Section 406 and Code Section 4975), or terminate any Malvern Benefit (b) would cause the Buyer 401(k) Plan to fail to meet the applicable requirements of Code Section 401(a)(4) and Treasury regulations promulgated thereunder, or any other employee benefit planapplicable provision of the Code, programERISA or other applicable Law. Buyer shall cause each Continuing Employee to receive full credit for all service with the Seller and First Bank under the Buyer 401(k) Plan for purposes of eligibility and vesting. At or prior to the Closing, policy, agreement or arrangement after Buyer shall take all necessary steps to cause the Buyer 401(k) Plan to allow participation in the Buyer 401(k) Plan by employees of the Seller Entities effective as of the Closing Date; or Date (iiisubject to any eligibility requirements under the Buyer 401(k) confer upon any current or former employee or other service provider any right to employment or continued employment or continued service with any First Bank Entity (including, following the Closing Date, the Malvern EntitiesPlan), or constitute or create an employment agreement with any employee, or interfere with or restrict in any way including the rights amendment of the Surviving Corporationplan document and/or adoption agreement for the Buyer 401(k) Plan, Malvern, First Bank or any Subsidiary or Affiliate thereof to discharge or terminate the services of any employee or other service provider at any time for any reason whatsoeveras applicable. (fk) Malvern Within 10 days following the date of this Agreement, the boards of directors of Seller and Malvern First Bank shall take or cause will approve, and the applicable participants will execute (if applicable), amendments to be taken all such actions Seller Benefit Plans that authorize the issuance of equity as may be necessary bonus consideration, and which are listed on Schedule 6.9(k), to effect provide for all payments solely in the actions set forth below relating to Malvern’s employee stock ownership plan form of cash (the “Malvern ESOPSeller Benefit Plan Amendments”) prior ); specifically, cash bonuses earned which would have been converted to or simultaneous with equity shall be paid in cash, and equity bonuses earned shall be paid in cash based upon the Effective Time, as applicable. Effective on value of the fifth Merger Consideration (5th) Business Day before the Effective Timei.e., the ESOP cash payment shall be terminated (the “ESOP Termination Date”). No new participants shall be admitted on or after the ESOP Termination Date and all existing ESOP participants’ accounts shall become fully vested and 100% non-forfeitable. Malvern Bank shall direct the ESOP trustee to remit a sufficient number of shares of Malvern Common Stock held in the Malvern ESOP’s Loan Suspense Account (as defined in Section 2.01(z) of the Malvern ESOP) to Malvern to repay the outstanding ESOP loan in full, with each remitted share to be valued equal to the closing price product obtained by multiplying the total number of Malvern Common Stock on the day immediately prior to the ESOP Termination Date. All remaining bonus shares of Malvern Common Stock held earned by the ESOP as of the Effective Time shall be exchanged for the Merger Consideration. After repayment of the outstanding ESOP loan and the exchange of the shares of Malvern Common Stock for the Merger Consideration, the Merger Consideration received upon conversion of the remaining shares of Malvern Common Stock held in the Malvern ESOP’s Loan Suspense Account shall be deemed to be earnings and shall be allocated as earnings to the accounts of the ESOP participants who are employed as of the ESOP Termination Date based on their account balances under the ESOP as of the ESOP Termination Date and distributed to ESOP participants after the receipt of a favorable determination letter from the IRS. No benefit distributions shall be made from the ESOP without the prior written consent of First Bank before the IRS issues a favorable determination letter with respect to the tax-qualified status of the ESOP on termination unless otherwise required by law. Per Share Purchase Price). (l) Prior to the Effective Time, Malvern shall take all such actions as are necessary to submit the application for favorable determination letter in advance of the Effective Time (and to provide First Bank with the opportunity and each individual that is a party to review the application for a favorable determination letter at least twenty (20) days prior to the filing date with the IRS), and following the Effective Time, First Bank of Georgia Supplemental Executive Retirement Plan shall use its best efforts in good faith to obtain such favorable determination letter as promptly as possible (including, but not limited to, making such changes to the ESOP as may be required by the IRS as a condition to its issuance of a favorable determination letter). Xxxxxxx, Malvern Bank, and following the Effective Time, First Bank, will adopt such amendments to the ESOP to effect the provisions of this Section 7.8(f). Promptly following the receipt of a favorable determination letter from the IRS regarding the qualified status of the ESOP upon its termination, the account balances in the ESOP shall either be distributed to participants and beneficiaries or transferred to execute an eligible tax-qualified retirement plan or individual retirement account as a participant or beneficiary may direct. (g) Employees of Malvern as of the date of the Agreement who remain employed by Xxxxxxx as of the Effective Time and whose employment is terminated by First Bank or Malvern Bank (absent termination for cause) within the time period set forth in Section 7.8(g)(i) of Malvern’s Disclosure Memorandum shall receive severance pay equal to the amounts set forth in Section 7.8(g) of First Bank’s Disclosure Memorandum, subject to receipt of an effective release of claims from the employee receiving such severance payment, which release shall be amendment in form and substance reasonably satisfactory acceptable to Malvern and First BankSeller (the “SERP Amendments”). In additionthe event there is a subsequent merger, Xxxxxxx consolidation or similar business combination of First Bank and State Bank, Buyer shall be permitted cause State Bank to grant retention bonuses to Employees of Malvern assume the obligations as of set forth in the date of this Agreement who remain employed by Xxxxxxx as of the Effective Time, with such Employees and retention bonus amounts determined mutually between Malvern and First BankSERP Amendments.

Employee Benefits and Contracts. (a) Unless otherwise agreed between First Bank and For a Covered Employeeperiod of one year following the Effective Time, for the period beginning except as contemplated by this Agreement, any Buyer Entity shall provide generally to employees who are actively employed by a Seller Entity on the Closing Date and ending on the one year anniversary of (“Covered Employees”) while employed by such Buyer Entity following the Closing Date (or such shorter period of employmentemployee benefits under Buyer Benefit Plans, as on terms and conditions which are, in the case may be)aggregate, each employee of Malvern who remains employed by the Surviving Corporation or any First Bank Entity after the Closing Date (each, a “Covered Employee”) shall receive (i) an annual rate of salary or wages and annual cash bonus opportunity that is no less favorable than the annual rate of salary or wages, or bonus opportunity, as applicable, provided to such Covered Employee by Malvern as of immediately prior to the Closing and (ii) benefits (excluding equity and other long-term incentive awards) that are substantially comparable in the aggregate to the benefits those provided by Buyer Entities to their similarly situated employees of First Bankemployees; provided, that until in no event shall any Covered Employee be eligible to participate in any closed or frozen plan of any Buyer Entity. Until such time as First Bank Buyer shall cause the Covered Employees to participate in the applicable First Bank employee benefit plansBuyer Benefit Plans, the continued participation of the Covered Employees in Malvern the Seller Benefit Plans shall be deemed to satisfy the foregoing provisions of this clause (it being understood that participation in First Bank’s employee benefit plans Buyer Benefit Plans may commence at different times with respect to each of First Bank’s employee benefit plansBuyer Benefit Plans). (b) . For purposes of determining eligibility to participate and vesting under Buyer Benefit Plans, and for purposes of determining a Covered Employee’s eligibility entitlement to participate and vesting paid time off under First Bankthe applicable Buyer Entity’s employee benefit plans (other than any defined benefit pension plan, post-employment health or welfare plan, or equity incentive plan)paid time off program, the service of a the Covered Employee Employees with a Malvern Seller Entity prior to the Effective Time shall be treated as service with a First Bank Buyer Entity participating in such Buyer Benefit Plans, to the same extent that such service was formally recognized by the Malvern Seller Entities under for purposes of a corresponding Malvern Benefit Plansimilar benefit plan; provided, that such recognition of service shall not (i) operate to duplicate any benefits of a Covered Employee with respect to the same period of service or (ii) apply for purposes of any plan, program, policy, agreement program or arrangement (x) under which similarly-situated employees of First Bank Buyer Entities do not receive credit for prior service or service, (y) that is grandfathered or frozen, either with respect to level of benefits or participation. In no event shall any Covered Employee be eligible to participate in any closed , or frozen plan (z) for purposes of any First Bank Entityretiree medical benefits or level of benefits under a defined benefit pension plan. (cb) The Malvern Prior to the Closing Date, the Seller Entities shall take all necessary action (including without limitation the adoption of resolutions and plan amendments and the delivery of any required notices) to terminate, effective as of no later than the day before the Closing Date, any Malvern Seller Benefit Plan that is intended to constitute a tax-qualified defined contribution plan under Internal Revenue Code Section 401(k) of the Internal Revenue Code (a “401(k) Plan”). Malvern Seller shall provide First Bank Buyer with a copy of the resolutions, plan amendments, notices and other documents prepared to effectuate the termination of the 401(k) Plan Plans in advance and give First Bank Buyer a reasonable opportunity to comment on such documents (which comments shall be considered in good faith), and prior to the Closing Date, Malvern Seller shall provide First Bank Buyer with the final documentation evidencing that the 401(k) Plan has Plans have been terminated. (dc) Upon request by First Bank Buyer in writing prior to the Closing Date, the Malvern Seller Entities shall cooperate in good faith with First Bank, effective on Buyer prior to the Closing Date, and conditioned upon the consummation of the transaction contemplated hereby, Date to amend, freeze, terminate or modify any Malvern other Seller Benefit Plan to the extent and in the manner determined by First Bank Buyer effective upon the Closing Date (or at such different time mutually agreed to by the partiesParties) and consistent with applicable Law. Malvern Seller shall provide First Bank Buyer with a copy of the resolutions, plan amendments, notices and other documents prepared to effectuate the actions contemplated by this Section 7.8(d7.8(c), as applicable, and give First Bank Seller a reasonable opportunity to comment on such documents (which comments shall be considered in good faith), and prior to the Closing Date, Malvern Seller shall provide First Bank Buyer with the final documentation evidencing that the actions contemplated herein have been effectuated. (ed) The provisions Without limiting the generality of Section 10.4, nothing in this Section 7.8 are solely for the benefit of 7.8, expressed or implied, is intended to confer upon any Person (other than the Parties to this Agreementor their respective successors), and no including any current or former employee, officer, director or consultant of Seller or any dependent of its Subsidiaries or beneficiary thereofAffiliates, any rights, remedies, obligations, or any other individual associated therewith shall be regarded for any purpose as a third-party beneficiary liabilities under or by reason of this Agreement. In no event shall the terms of this Agreement: (i) establish, amend, or modify any Malvern Seller Benefit Plan or any “employee benefit plan” as defined in Section 3(3) of ERISA, or any other benefit plan, program, policy, agreement or arrangement maintained or sponsored by First BankBuyer, Malvern Seller or any of their respective Affiliates; (ii) alter or limit the ability of the Surviving Corporation, Buyer or any First Bank Entity (including, after the Closing Date, the Malvern Entities) of their Subsidiaries or Affiliates to amend, modify or terminate any Malvern Seller Benefit Plan Plan, employment agreement or any other employee benefit or employment plan, program, policy, agreement or arrangement after the Closing Date; or (iii) confer upon any current or former employee employee, officer, director or other service provider consultant of Seller or any of its Subsidiaries or Affiliates, any right to employment or continued employment or continued service with Buyer or any First Bank Entity (including, following the Closing DateBuyer Subsidiaries, the Malvern Surviving Corporation or the Seller Entities), or constitute or create an employment agreement with any employee, or interfere with or restrict in any way the rights of the Surviving Corporation, MalvernSeller, First Bank Buyer or any Subsidiary or Affiliate thereof to discharge or terminate the services of any employee employee, officer, director or other service provider consultant of Seller or any of its Subsidiaries or Affiliates at any time for any reason whatsoever, with or without cause. (fe) Malvern and Malvern Bank On the Closing Date, Seller shall take or cause to be taken all such actions as may be necessary to effect the actions set forth below relating to Malvern’s employee stock ownership plan (the provide Buyer with a list of employees who have suffered an “Malvern ESOP”) prior to or simultaneous with the Effective Time, as applicable. Effective on the fifth (5th) Business Day before the Effective Time, the ESOP shall be terminated (the “ESOP Termination Date”). No new participants shall be admitted on or after the ESOP Termination Date and all existing ESOP participants’ accounts shall become fully vested and 100% non-forfeitable. Malvern Bank shall direct the ESOP trustee to remit a sufficient number of shares of Malvern Common Stock held in the Malvern ESOP’s Loan Suspense Account employment loss” (as defined in Section 2.01(zthe WARN Act) of the Malvern ESOP) to Malvern to repay the outstanding ESOP loan in full, with each remitted share to be valued equal to the closing price of Malvern Common Stock on the day immediately prior to the ESOP Termination Date. All remaining shares of Malvern Common Stock held by the ESOP as of the Effective Time shall be exchanged for the Merger Consideration. After repayment of the outstanding ESOP loan and the exchange of the shares of Malvern Common Stock for the Merger Consideration, the Merger Consideration received upon conversion of the remaining shares of Malvern Common Stock held in the Malvern ESOP’s Loan Suspense Account shall be deemed to be earnings and shall be allocated as earnings to 90 days preceding the accounts of the ESOP participants who are employed as of the ESOP Termination Closing Date based on their account balances under the ESOP as of the ESOP Termination Date and distributed to ESOP participants after the receipt or had a reduction in hours of a favorable determination letter from the IRS. No benefit distributions shall be made from the ESOP without the prior written consent of First Bank before the IRS issues a favorable determination letter with respect to the tax-qualified status of the ESOP on termination unless otherwise required by law. Prior to the Effective Time, Malvern shall take all such actions as are necessary to submit the application for favorable determination letter in advance of the Effective Time (and to provide First Bank with the opportunity to review the application for a favorable determination letter at least twenty (20) days prior to the filing date with the IRS), and following the Effective Time, First Bank shall use its best efforts in good faith to obtain such favorable determination letter as promptly as possible (including, but not limited to, making such changes to the ESOP as may be required by the IRS as a condition to its issuance of a favorable determination letter). Xxxxxxx, Malvern Bank, and following the Effective Time, First Bank, will adopt such amendments to the ESOP to effect the provisions of this Section 7.8(f). Promptly following the receipt of a favorable determination letter from the IRS regarding the qualified status of the ESOP upon its termination, the account balances 50% in the ESOP shall either be distributed to participants and beneficiaries or transferred to an eligible tax-qualified retirement plan or individual retirement account as a participant or beneficiary may direct. (g) Employees of Malvern as of 180 days preceding the Closing Date, each identified by date of the Agreement who remain employed by Xxxxxxx as of the Effective Time employment loss or reduction in hours, employing entity and whose employment is terminated by First Bank or Malvern Bank (absent termination for cause) within the time period set forth in Section 7.8(g)(i) of Malvern’s Disclosure Memorandum shall receive severance pay equal to the amounts set forth in Section 7.8(g) of First Bank’s Disclosure Memorandum, subject to receipt of an effective release of claims from the employee receiving such severance payment, which release shall be in form and substance reasonably satisfactory to Malvern and First Bank. In addition, Xxxxxxx shall be permitted to grant retention bonuses to Employees of Malvern as of the date of this Agreement who remain employed by Xxxxxxx as of the Effective Time, with such Employees and retention bonus amounts determined mutually between Malvern and First Bankfacility location.

Employee Benefits and Contracts. (a) Unless otherwise agreed between First Bank and a Covered EmployeeFollowing the Effective Time, for the period beginning on the Closing Date and ending on the one year anniversary of the Closing Date (or such shorter period of employment, as the case may be), each employee of Malvern who remains employed by the Surviving Corporation or any First Bank Entity after the Closing Date (each, a “Covered Employee”) FIRST BANKING shall receive either (i) an annual rate continue to provide to officers and employees of salary or wages the WAYNX Xxxities employee benefits under WAYNE's existing employee benefit and annual cash bonus opportunity that is no less favorable than the annual rate of salary or wageswelfare plans or, or bonus opportunity, as applicable, provided to such Covered Employee by Malvern as of immediately prior to the Closing and (ii) if FIRST BANKING shall determine to provide to officers and employees of the WAYNX Xxxities employee benefits (excluding equity under other employee benefit plans and other long-term incentive awards) that welfare plans, provide generally to officers and employees of the WAYNX Xxxities employee benefits under employee benefit and welfare plans, on terms and conditions which when taken as a whole are substantially comparable in similar to those currently provided by the aggregate FIRST BANKING Entities to the benefits provided to their similarly situated employees officers and employees. For purposes of First Bank; provided, that until such time as First Bank shall cause the Covered Employees to participate in the applicable First Bank participation and vesting (but not accrual of benefits) under FIRST BANKING's employee benefit plans, the continued participation of the Covered Employees in Malvern Benefit Plans shall be deemed to satisfy the foregoing provisions of this clause (it being understood that participation in First Bank’s employee benefit plans may commence at different times with respect to each of First Bank’s employee benefit plans). (bi) For purposes of determining a Covered Employee’s eligibility to participate and vesting service under First Bank’s employee benefit plans (other than any qualified defined benefit pension plan, post-employment health or welfare plan, or equity incentive plan), the service plan of a Covered Employee with a Malvern Entity prior to the Effective Time shall WAYNX xxxll be treated as service with a First Bank Entity to the same extent that such service was recognized by the Malvern Entities under a corresponding Malvern Benefit Plan; providedFIRST BANKING's defined benefit plan, that such recognition of service shall not (i) operate to duplicate any benefits of a Covered Employee with respect to the same period of service or if any, (ii) apply for purposes of service under any plan, program, policy, agreement or arrangement (x) under which similarly-situated employees of First Bank Entities do not receive credit for prior service or (y) that is grandfathered or frozen, either with respect to level of benefits or participation. In no event shall any Covered Employee be eligible to participate in any closed or frozen plan of any First Bank Entity. (c) The Malvern Entities shall take all necessary action (including without limitation the adoption of resolutions and plan amendments and the delivery of any required notices) to terminate, effective as of the day before the Closing Date, any Malvern Benefit Plan that is intended to constitute a tax-qualified defined contribution plan plans of WAYNX xxxll be treated as service under Section 401(k) of the Internal Revenue Code (a “401(k) Plan”). Malvern shall provide First Bank with a copy of the resolutions, plan amendments, notices and other documents prepared to effectuate the termination of the 401(k) Plan in advance and give First Bank a reasonable opportunity to comment on such documents (which comments shall be considered in good faith)FIRST BANKING's qualified defined contribution plans, and prior to the Closing Date, Malvern shall provide First Bank with the final documentation evidencing that the 401(k(iii) Plan has been terminated. (d) Upon request by First Bank in writing prior to the Closing Date, the Malvern Entities shall cooperate in good faith with First Bank, effective on Closing Date, and conditioned upon the consummation of the transaction contemplated hereby, to amend, freeze, terminate or modify any Malvern Benefit Plan to the extent and in the manner determined by First Bank effective upon the Closing Date (or at such different time mutually agreed to by the parties) and consistent with applicable Law. Malvern shall provide First Bank with a copy of the resolutions, plan amendments, notices and other documents prepared to effectuate the actions contemplated by this Section 7.8(d), as applicable, and give First Bank a reasonable opportunity to comment on such documents (which comments shall be considered in good faith), and prior to the Closing Date, Malvern shall provide First Bank with the final documentation evidencing that the actions contemplated herein have been effectuated. (e) The provisions of this Section 7.8 are solely for the benefit of the Parties to this Agreement, and no employee, any dependent or beneficiary thereof, or any other individual associated therewith shall be regarded for any purpose as a third-party beneficiary of this Agreement. In no event shall the terms of this Agreement: (i) establish, amend, or modify any Malvern Benefit Plan or any employee benefit plan, program, policy, agreement or arrangement maintained or sponsored by First Bank, Malvern or any of their respective Affiliates; (ii) alter or limit the ability of any First Bank Entity (including, after the Closing Date, the Malvern Entities) to amend, modify or terminate any Malvern Benefit Plan or service under any other employee benefit plan, program, policy, agreement or arrangement after the Closing Date; or (iii) confer upon plans of WAYNX xxxll be treated as service under any current or former similar employee or other service provider any right benefit plans maintained by FIRST BANKING. With respect to employment or continued employment or continued service with any First Bank Entity (including, following the Closing Date, the Malvern Entities), or constitute or create an employment agreement with any employee, or interfere with or restrict in any way the rights officers and employees of the Surviving CorporationWAYNX Xxxities who, Malvern, First Bank at or any Subsidiary or Affiliate thereof to discharge or terminate the services of any employee or other service provider at any time for any reason whatsoever. (f) Malvern and Malvern Bank shall take or cause to be taken all such actions as may be necessary to effect the actions set forth below relating to Malvern’s employee stock ownership plan (the “Malvern ESOP”) prior to or simultaneous with after the Effective Time, as applicable. Effective on the fifth (5th) Business Day before the Effective Timebecome employees of a FIRST BANKING Entity and who, the ESOP shall be terminated (the “ESOP Termination Date”). No new participants shall be admitted on or after the ESOP Termination Date and all existing ESOP participants’ accounts shall become fully vested and 100% non-forfeitable. Malvern Bank shall direct the ESOP trustee to remit a sufficient number of shares of Malvern Common Stock held in the Malvern ESOP’s Loan Suspense Account (as defined in Section 2.01(z) of the Malvern ESOP) to Malvern to repay the outstanding ESOP loan in full, with each remitted share to be valued equal to the closing price of Malvern Common Stock on the day immediately prior to the ESOP Termination Date. All remaining shares of Malvern Common Stock held by the ESOP as of the Effective Time shall be exchanged for the Merger Consideration. After repayment of the outstanding ESOP loan and the exchange of the shares of Malvern Common Stock for the Merger Consideration, the Merger Consideration received upon conversion of the remaining shares of Malvern Common Stock held in the Malvern ESOP’s Loan Suspense Account shall be deemed to be earnings and shall be allocated as earnings to the accounts of the ESOP participants who are employed as of the ESOP Termination Date based on their account balances under the ESOP as of the ESOP Termination Date and distributed to ESOP participants after the receipt of a favorable determination letter from the IRS. No benefit distributions shall be made from the ESOP without the prior written consent of First Bank before the IRS issues a favorable determination letter with respect to the tax-qualified status of the ESOP on termination unless otherwise required by law. Prior to the Effective Time, Malvern are participants in one or more employee welfare benefit plans maintained by the WAYNX Xxxities, FIRST BANKING shall take all cause each comparable employee welfare benefit plan which is substituted for a WAYNX xxxfare benefit plan to waive any evidence of insurability or similar provision, to provide credit for such actions as are necessary participation prior to submit such substitution with regard to the application of any pre-existing condition limitation, and to provide credit towards satisfaction of any deductible or out-of-pocket provisions for favorable determination letter expenses incurred by such participants during the period prior to such substitution, if any, that overlaps with the then current plan year for each such substituted employee welfare benefit plans. FIRST BANKING also shall cause the Surviving Bank and its Subsidiaries to honor in advance accordance with their terms all employment, severance, consulting and other compensation Contracts disclosed in Section 8.13 of the WAYNX Xxxclosure Memorandum to FIRST BANKING between any WAYNX Xxxity and any current or former director, officer, or employee thereof, and all provisions for vested benefits or other vested amounts earned or accrued through the Effective Time (and to provide First Bank with under the opportunity to review the application for a favorable determination letter at least twenty (20) days prior to the filing date with the IRS), and following the Effective Time, First Bank shall use its best efforts in good faith to obtain such favorable determination letter as promptly as possible (including, but not limited to, making such changes to the ESOP as may be required by the IRS as a condition to its issuance of a favorable determination letter). Xxxxxxx, Malvern Bank, and following the Effective Time, First Bank, will adopt such amendments to the ESOP to effect the provisions of this Section 7.8(f). Promptly following the receipt of a favorable determination letter from the IRS regarding the qualified status of the ESOP upon its termination, the account balances in the ESOP shall either be distributed to participants and beneficiaries or transferred to an eligible tax-qualified retirement plan or individual retirement account as a participant or beneficiary may directWAYNX Xxxefit Plans. (g) Employees of Malvern as of the date of the Agreement who remain employed by Xxxxxxx as of the Effective Time and whose employment is terminated by First Bank or Malvern Bank (absent termination for cause) within the time period set forth in Section 7.8(g)(i) of Malvern’s Disclosure Memorandum shall receive severance pay equal to the amounts set forth in Section 7.8(g) of First Bank’s Disclosure Memorandum, subject to receipt of an effective release of claims from the employee receiving such severance payment, which release shall be in form and substance reasonably satisfactory to Malvern and First Bank. In addition, Xxxxxxx shall be permitted to grant retention bonuses to Employees of Malvern as of the date of this Agreement who remain employed by Xxxxxxx as of the Effective Time, with such Employees and retention bonus amounts determined mutually between Malvern and First Bank.

Employee Benefits and Contracts. (a) Unless otherwise agreed between First Bank and For a Covered Employee, for the period beginning on the Closing Date and ending on the of one year anniversary following the Effective Time (or, if earlier, until the date of termination of the Closing Date (or such shorter period of employment, as applicable Covered Employee following the case may beEffective Time), each employee of Malvern who remains employed by Veritex shall, or shall cause the Surviving Corporation or any First Bank to, provide to employees who are employed by a Green Entity after the Closing Date (each, a “Covered Employee”) shall receive (i) an annual rate of salary or wages and annual cash bonus opportunity that is no less favorable than the annual rate of salary or wages, or bonus opportunity, as applicable, provided to such Covered Employee by Malvern as of immediately prior to the Closing Effective Time who continue to be employed by Veritex or the Surviving Corporation immediately following the Effective Time (“Covered Employees”) with employee benefits under Veritex Benefit Plans, on terms and (ii) conditions which are, in the aggregate, substantially comparable to those provided by Veritex Entities to their similarly situated employees, including severance benefits (excluding equity and other long-term incentive awards) than to any Covered Employee who is party to individual agreements or letters that are substantially comparable in the aggregate entitle such person to the benefits provided to similarly situated employees of First Bankdifferent severance or termination benefits); provided, that until in no event shall any Covered Employee be eligible to participate in any Veritex Entity to the extent such plan is closed or frozen as of the date hereof. In addition, without limiting the foregoing, Veritex shall pay the amount of any cash bonus or commission that may become payable to the Covered Employees pursuant to the terms of the applicable Green Benefit Plans for fiscal year 2018, to the extent not paid as of Closing, to be paid in accordance with the terms of such applicable Green Benefit Plan. Until such time as First Bank Veritex shall cause the Covered Employees to participate in the applicable First Bank employee benefit plansVeritex Benefit Plans, the continued participation of the Covered Employees in Malvern the Green Benefit Plans shall be deemed to satisfy the foregoing provisions of this clause (it being understood that participation in First Bank’s employee benefit plans Veritex Benefit Plans may commence at different times with respect to each of First Bank’s employee benefit plansVeritex Benefit Plans). (b) . For purposes of determining eligibility to participate and vesting under Veritex Benefit Plans, and for purposes of determining a Covered Employee’s eligibility entitlement to participate and vesting paid time off under First BankVeritex’s employee benefit plans (other than any defined benefit pension plan, post-employment health or welfare plan, or equity incentive plan)paid time off program, the service of a the Covered Employee Employees with a Malvern Green Entity prior to the Effective Time shall be treated as service with a First Bank Veritex Entity participating in such Veritex Benefit Plans, to the same extent that such service was recognized by the Malvern Green Entities under for purposes of a corresponding Malvern Benefit Plansimilar benefit plan; provided, that such recognition of service shall not (i) operate to duplicate any benefits of a Covered Employee with respect to the same period of service or (ii) apply for purposes of any plan, program, policy, agreement program or arrangement (x) under which similarly-Veritex has not previously provided such recognition of service to similarly situated acquired employees of First Bank Entities do not receive credit for prior service or in acquisition transactions, (y) that is grandfathered or frozen, either with respect to level of benefits or participation. In no event shall any , or (z) for purposes of retiree medical benefits or level of benefits under a defined benefit pension plan. (b) From and after the Effective Time, without limiting the generality of Section 7.8(a), with respect to each Covered Employee be (and their beneficiaries) Veritex shall use commercially reasonable efforts to cause each life, disability, medical, dental or health plan of Veritex or its Subsidiaries in which each such Covered Employee becomes eligible to participate in (collectively, the "Veritex Welfare Benefit Plans") (to the extent permitted by the applicable carrier) to (i) waive any closed or frozen preexisting condition limitations to the extent such conditions were covered under an analogous plan of the Green Entities, (ii) provide credit under the applicable Veritex Welfare Benefit Plan for any First Bank Entitydeductibles, co-payment and out-of-pocket expenses incurred by the Covered Employees (and their beneficiaries) under an analogous plan of the Green Entities prior to the Effective Time during the portion of the applicable plan year prior to participation, and (iii) waive any waiting period limitation, actively-at-work requirement or evidence of insurability requirement that would otherwise be applicable to such Covered Employees and their beneficiaries on or after the Effective Time to the extent such employee or beneficiary had satisfied any similar limitation or requirement under an analogous plan of the Green Entities prior to the Effective Time. (c) The Malvern If requested by Veritex in a writing delivered to Green following the date hereof and no later than ten Business Days prior to the Closing Date, the Green Entities shall take all necessary action (including without limitation the adoption of resolutions and plan amendments and the delivery of any required notices) to terminate, effective as of no later than the day before the Closing DateDate and contingent upon the occurrence of the Closing, any Malvern Green Benefit Plan that is intended to constitute a tax-qualified defined contribution plan under Section 401(a) of the Internal Revenue Code with a cash or deferred feature under Section 401(k) of the Internal Revenue Code (a “401(k) Plan”). Malvern Green shall provide First Bank Veritex with a an advance copy of the resolutions, plan amendments, notices and other documents prepared to effectuate the termination of the 401(k) Plan in advance Plans and give First Bank Veritex a reasonable opportunity to comment on such documents (which comments shall be considered in good faith), and prior to the Closing Date, Malvern Green shall provide First Bank Veritex with the final documentation evidencing that the 401(k) Plan has Plans have been terminated. If a 401(k) Plan is terminated, Veritex shall designate a tax-qualified defined contribution retirement plan with a cash or deferred arrangement that is sponsored by the Veritex or one of its Subsidiaries (the “Veritex 401(k) Plan”) that will cover Green employees effective within 60 Business Days following the Closing Date. In connection with the termination of the 401(k) Plan, Veritex shall make commercially reasonable efforts, except as would endanger the qualified status of the Veritex 401(k) Plan, to cause the Veritex 401(k) Plan to accept from each terminated 401(k) Plan the “direct rollover” of the account balance (including the in-kind rollover of promissory notes evidencing all outstanding participant loans and after-tax and Xxxx amounts if such contributions types are permitted by the terms of the applicable Veritex plan) of each Green employee who participated in a terminated 401(k) Plan as of the date such plan is terminated and who elects such direct rollover in accordance with the terms of such 401(k) Plan and the Internal Revenue Code. Veritex and Green shall cooperate in good faith to take commercially reasonable actions needed, except as would endanger the qualified status of the Veritex 401(k) Plan, to permit each Green employee with an outstanding loan balance under terminated 401(k) Plan as of the date such plan is terminated to continue to make scheduled loan payments to such 401(k) Plan after the Closing, pending the distribution and in-kind rollover of the promissory notes evidencing such loans from the terminated 401(k) Plan to the Veritex 401(k) Plan, as provided in the preceding sentence, such as to prevent, to the extent reasonably possible, a deemed distribution or loan offset with respect to such outstanding loans. (d) Upon Subject to compliance with Section 7.8(a), upon request by First Bank Veritex in writing prior to the Closing Date, the Malvern Green Entities shall cooperate in good faith with First Bank, effective on Veritex prior to the Closing Date, and conditioned upon the consummation of the transaction contemplated hereby, Date to amend, freeze, terminate or modify any Malvern other Green Benefit Plan to the extent and in the manner determined by First Bank Veritex effective upon the Closing Date (or at such different time mutually agreed to by the parties) and consistent with applicable Law. Malvern Green shall provide First Bank Veritex with a copy of the resolutions, plan amendments, notices and other documents prepared to effectuate the actions contemplated by this Section 7.8(d), as applicable, and give First Bank Green a reasonable opportunity to comment on such documents (which comments shall be considered in good faith), and prior to the Closing Date, Malvern Green shall provide First Bank Veritex with the final documentation evidencing that the actions contemplated herein have been effectuated. (e) The parties hereto acknowledge and agree that all provisions of contained in this Section 7.8 are solely included for the sole benefit of the Parties parties hereto and that nothing in this Section 7.8, expressed or implied, is intended to this Agreementconfer upon any Person, and no including any current or former employee, any dependent officer, director or beneficiary thereof, consultant of Green or any other individual associated therewith shall be regarded for of its Subsidiaries or affiliates, any purpose as a third-party beneficiary or other rights under or by reason of this AgreementSection 7.8. In no event shall the terms of this AgreementSection 7.8: (i) establish, amend, or modify any Malvern Green Benefit Plan, Veritex Benefit Plan or any employee other benefit plan, program, policy, agreement or arrangement maintained or sponsored by First BankVeritex, Malvern Green or any of their respective Affiliates; (ii) alter or limit the ability of Surviving Corporation, Veritex or any First Bank Entity (including, after the Closing Date, the Malvern Entities) of their Subsidiaries or affiliates to amend, modify or terminate any Malvern Green Benefit Plan Plan, employment agreement or any other employee benefit or employment plan, program, policy, agreement or arrangement after the Closing Date; or (iii) confer upon any current or former employee employee, officer, director or other service provider consultant of Green or any of its Subsidiaries or affiliates, any right to employment or continued employment or continued service with Veritex or any First Bank Entity (including, following the Closing DateVeritex Subsidiaries, the Malvern Surviving Corporation or the Green Entities), or constitute or create an employment agreement with any employee, or interfere with or restrict in any way the rights of the Surviving Corporation, MalvernGreen, First Bank Veritex or any Subsidiary or Affiliate thereof to discharge or terminate the services of any employee employee, officer, director or other service provider consultant of Green or any of its Subsidiaries or affiliates at any time for any reason whatsoever. (f) Malvern and Malvern Bank shall take or cause to be taken all such actions as may be necessary to effect the actions set forth below relating to Malvern’s employee stock ownership plan (the “Malvern ESOP”) prior to or simultaneous with the Effective Time, as applicable. Effective on the fifth (5th) Business Day before the Effective Time, the ESOP shall be terminated (the “ESOP Termination Date”). No new participants shall be admitted on or after the ESOP Termination Date and all existing ESOP participants’ accounts shall become fully vested and 100% non-forfeitable. Malvern Bank shall direct the ESOP trustee to remit a sufficient number of shares of Malvern Common Stock held in the Malvern ESOP’s Loan Suspense Account (as defined in Section 2.01(z) of the Malvern ESOP) to Malvern to repay the outstanding ESOP loan in full, with each remitted share to be valued equal to the closing price of Malvern Common Stock on the day immediately prior to the ESOP Termination Date. All remaining shares of Malvern Common Stock held by the ESOP as of the Effective Time shall be exchanged for the Merger Consideration. After repayment of the outstanding ESOP loan and the exchange of the shares of Malvern Common Stock for the Merger Consideration, the Merger Consideration received upon conversion of the remaining shares of Malvern Common Stock held in the Malvern ESOP’s Loan Suspense Account shall be deemed to be earnings and shall be allocated as earnings to the accounts of the ESOP participants who are employed as of the ESOP Termination Date based on their account balances under the ESOP as of the ESOP Termination Date and distributed to ESOP participants after the receipt of a favorable determination letter from the IRS. No benefit distributions shall be made from the ESOP or without the prior written consent of First Bank before the IRS issues a favorable determination letter with respect to the tax-qualified status of the ESOP on termination unless otherwise required by law. Prior to the Effective Time, Malvern shall take all such actions as are necessary to submit the application for favorable determination letter in advance of the Effective Time (and to provide First Bank with the opportunity to review the application for a favorable determination letter at least twenty (20) days prior to the filing date with the IRS), and following the Effective Time, First Bank shall use its best efforts in good faith to obtain such favorable determination letter as promptly as possible (including, but not limited to, making such changes to the ESOP as may be required by the IRS as a condition to its issuance of a favorable determination letter). Xxxxxxx, Malvern Bank, and following the Effective Time, First Bank, will adopt such amendments to the ESOP to effect the provisions of this Section 7.8(f). Promptly following the receipt of a favorable determination letter from the IRS regarding the qualified status of the ESOP upon its termination, the account balances in the ESOP shall either be distributed to participants and beneficiaries or transferred to an eligible tax-qualified retirement plan or individual retirement account as a participant or beneficiary may directcause. (g) Employees of Malvern as of the date of the Agreement who remain employed by Xxxxxxx as of the Effective Time and whose employment is terminated by First Bank or Malvern Bank (absent termination for cause) within the time period set forth in Section 7.8(g)(i) of Malvern’s Disclosure Memorandum shall receive severance pay equal to the amounts set forth in Section 7.8(g) of First Bank’s Disclosure Memorandum, subject to receipt of an effective release of claims from the employee receiving such severance payment, which release shall be in form and substance reasonably satisfactory to Malvern and First Bank. In addition, Xxxxxxx shall be permitted to grant retention bonuses to Employees of Malvern as of the date of this Agreement who remain employed by Xxxxxxx as of the Effective Time, with such Employees and retention bonus amounts determined mutually between Malvern and First Bank.

Employee Benefits and Contracts. (a) Unless otherwise agreed between First Bank and a Covered Employee, for the period beginning on the Closing Date and ending on the one year anniversary All persons who are employees of the Closing Date (or such shorter period of employment, as the case may be), each employee of Malvern who remains employed by the Surviving Corporation or any First Bank Entity after the Closing Date (each, a “Covered Employee”) shall receive (i) an annual rate of salary or wages and annual cash bonus opportunity that is no less favorable than the annual rate of salary or wages, or bonus opportunity, as applicable, provided to such Covered Employee by Malvern as of CLBH Entities immediately prior to the Closing and (ii) benefits (excluding equity and other long-term incentive awards) that are substantially comparable in the aggregate to the benefits provided to similarly situated employees of First Bank; provided, that until such time as First Bank shall cause the Covered Employees to participate in the applicable First Bank employee benefit plans, the continued participation of the Covered Employees in Malvern Benefit Plans shall be deemed to satisfy the foregoing provisions of this clause (it being understood that participation in First Bank’s employee benefit plans may commence at different times with respect to each of First Bank’s employee benefit plans). (b) For purposes of determining a Covered Employee’s eligibility to participate and vesting under First Bank’s employee benefit plans (other than any defined benefit pension plan, post-employment health or welfare plan, or equity incentive plan), the service of a Covered Employee with a Malvern Entity prior to the Effective Time shall be treated as service with a First Bank Entity to the same extent that such service was recognized by the Malvern Entities under a corresponding Malvern Benefit Plan; provided, that such recognition of service shall not (i) operate to duplicate any benefits of a Covered Employee with respect to the same period of service or (ii) apply for purposes of any plan, program, policy, agreement or arrangement (x) under which similarly-situated employees of First Bank Entities do not receive credit for prior service or (y) that is grandfathered or frozen, either with respect to level of benefits or participation. In no event shall any Covered Employee be eligible to participate in any closed or frozen plan of any First Bank Entity. (c) The Malvern Entities shall take all necessary action (including without limitation the adoption of resolutions and plan amendments and the delivery of any required notices) to terminate, effective as of the day before the Closing Date, any Malvern Benefit Plan that is intended to constitute a tax-qualified defined contribution plan under Section 401(k) of the Internal Revenue Code (a “401(k) Plan”). Malvern shall provide First Bank with a copy of the resolutions, plan amendments, notices and other documents prepared to effectuate the termination of the 401(k) Plan in advance and give First Bank a reasonable opportunity to comment on such documents (which comments shall be considered in good faith), and prior to the Closing Date, Malvern shall provide First Bank with the final documentation evidencing that the 401(k) Plan has been terminated. (d) Upon request by First Bank in writing prior to the Closing Date, the Malvern Entities shall cooperate in good faith with First Bank, effective on Closing Date, and conditioned upon the consummation of the transaction contemplated hereby, to amend, freeze, terminate or modify any Malvern Benefit Plan to the extent and in the manner determined by First Bank effective upon the Closing Date (or at such different time mutually agreed to by the parties) and consistent with applicable Law. Malvern shall provide First Bank with a copy of the resolutions, plan amendments, notices and other documents prepared to effectuate the actions contemplated by this Section 7.8(d), as applicable, and give First Bank a reasonable opportunity to comment on such documents (which comments shall be considered in good faith), and prior to the Closing Date, Malvern shall provide First Bank with the final documentation evidencing that the actions contemplated herein have been effectuated. (e) The provisions of this Section 7.8 are solely for the benefit of the Parties to this Agreement, and no employee, any dependent or beneficiary thereof, or any other individual associated therewith shall be regarded for any purpose as a third-party beneficiary of this Agreement. In no event shall the terms of this Agreement: (i) establish, amend, or modify any Malvern Benefit Plan or any employee benefit plan, program, policy, agreement or arrangement maintained or sponsored by First Bank, Malvern or any of their respective Affiliates; (ii) alter or limit the ability of any First Bank Entity (including, after the Closing Date, the Malvern Entities) to amend, modify or terminate any Malvern Benefit Plan or any other employee benefit plan, program, policy, agreement or arrangement after the Closing Date; or (iii) confer upon any current or former employee or other service provider any right to employment or continued employment or continued service with any First Bank Entity (including, following the Closing Date, the Malvern Entities), or constitute or create an employment agreement with any employee, or interfere with or restrict in any way the rights of the Surviving Corporation, Malvern, First Bank or any Subsidiary or Affiliate thereof to discharge or terminate the services of any employee or other service provider at any time for any reason whatsoever. (f) Malvern and Malvern Bank shall take or cause to be taken all such actions as may be necessary to effect the actions set forth below relating to Malvern’s employee stock ownership plan (the “Malvern ESOP”) prior to or simultaneous with the Effective Time, as applicable. Effective on the fifth (5th) Business Day before the Effective Time, the ESOP shall be terminated (the “ESOP Termination Date”). No new participants shall be admitted on or after the ESOP Termination Date and all existing ESOP participants’ accounts shall become fully vested and 100% non-forfeitable. Malvern Bank shall direct the ESOP trustee to remit a sufficient number of shares of Malvern Common Stock held in the Malvern ESOP’s Loan Suspense Account (as defined in Section 2.01(z) of the Malvern ESOP) to Malvern to repay the outstanding ESOP loan in full, with each remitted share to be valued equal to the closing price of Malvern Common Stock on the day immediately prior to the ESOP Termination Date. All remaining shares of Malvern Common Stock held by the ESOP as of the Effective Time shall be exchanged for the Merger Consideration. After repayment of the outstanding ESOP loan and the exchange of the shares of Malvern Common Stock for the Merger Consideration, the Merger Consideration received upon conversion of the remaining shares of Malvern Common Stock held in the Malvern ESOP’s Loan Suspense Account shall be deemed to be earnings and shall be allocated as earnings to the accounts of the ESOP participants who are employed as of the ESOP Termination Date based on their account balances under the ESOP as of the ESOP Termination Date and distributed to ESOP participants after the receipt of a favorable determination letter from the IRS. No benefit distributions shall be made from the ESOP without the prior written consent of First Bank before the IRS issues a favorable determination letter with respect to the tax-qualified status of the ESOP on termination unless otherwise required by law. Prior to the Effective Time, Malvern shall take all such actions as are necessary to submit the application for favorable determination letter in advance of the Effective Time (and to provide First Bank with the opportunity to review the application for a favorable determination letter at least twenty (20) days prior to the filing date with the IRS), and following the Effective Time, First Bank shall use its best efforts in good faith to obtain such favorable determination letter as promptly as possible (including, but not limited to, making such changes to the ESOP as may be required by the IRS as a condition to its issuance of a favorable determination letter). Xxxxxxx, Malvern Bank, and following the Effective Time, First Bank, will adopt such amendments to the ESOP to effect the provisions of this Section 7.8(f). Promptly following the receipt of a favorable determination letter from the IRS regarding the qualified status of the ESOP upon its termination, the account balances in the ESOP shall either be distributed to participants and beneficiaries or transferred to an eligible tax-qualified retirement plan or individual retirement account as a participant or beneficiary may direct. (g) Employees of Malvern as of the date of the Agreement who remain employed by Xxxxxxx as of the Effective Time and whose employment is terminated not terminated, if any, at or prior to the Effective Time (a “Continuing Employee”) shall, at the Effective Time, become employees of FBNC or First Bank; provided, however, that in no event shall any of the employees of the CLBH Entities be officers of FBNC or First Bank, or have or exercise any power or duty conferred upon such an officer, unless and until duly elected or appointed to such position by the board of directors of FBNC or First Bank and in accordance with the bylaws of FBNC or Malvern First Bank. All of the Continuing Employees shall be employed at the will of First Bank (absent termination for cause) within the time period and no contractual right to employment shall inure to such employees because of this Agreement except as may be otherwise expressly set forth in Section 7.8(g)(ithis Agreement. (b) of Malvern’s Disclosure Memorandum shall receive severance pay equal to the amounts set forth in Section 7.8(g) of First Bank’s Disclosure Memorandum, subject to receipt of an effective release of claims from the employee receiving such severance payment, which release shall be in form and substance reasonably satisfactory to Malvern and First Bank. In addition, Xxxxxxx shall be permitted to grant retention bonuses to Employees of Malvern as of the date of this Agreement who remain employed by Xxxxxxx as As of the Effective Time, each Continuing Employee shall be employed on the same terms and conditions as similarly situated employees of the First Bank and eligible to participate in each of FBNC’s Employee Benefit Plans with full credit for prior service with CLBH solely for purposes of eligibility and vesting. (c) As of the Effective Time, FBNC shall make available employer-provided benefits under FBNC Employee Benefit Plans to each Continuing Employee on the same basis as it provides such Employees coverage to FBNC or First Bank employees. With respect to FBNC Employee Benefit Plans providing health coverage, FBNC shall use commercially reasonable efforts to cause any pre-existing condition, eligibility waiting period, or other limitations or exclusions otherwise applicable under such plans to new employees not to apply to a Continuing Employee or their covered dependents who were covered under a similar CLBH plan at the Effective Time of the Merger. In addition, if any such transition occurs during the middle of a plan year, FBNC shall use commercially reasonable efforts to cause any such successor FBNC Employee Benefit Plan providing health coverage to give credit towards satisfaction of any annual deductible limitation and retention bonus out-of-pocket maximum applied under such successor plan for any deductible, co-payment and other cost-sharing amounts determined mutually between Malvern and First Bankpreviously paid by a Continuing Employee respecting his or her participation in the corresponding CLBH Employee Benefit Plan during that plan year prior to the transition effective date.

Employee Benefits and Contracts. (a) Unless otherwise agreed between First Bank and a Covered Employee, for the period beginning on the Closing Date and ending on the one year anniversary All Persons who are employees of the Closing Date (or such shorter period of employment, as the case may be), each employee of Malvern who remains employed by the Surviving Corporation or any First Bank Entity after the Closing Date (each, a “Covered Employee”) shall receive (i) an annual rate of salary or wages and annual cash bonus opportunity that is no less favorable than the annual rate of salary or wages, or bonus opportunity, as applicable, provided to such Covered Employee by Malvern as of GSB Entities immediately prior to the Closing and (ii) benefits (excluding equity and other long-term incentive awards) that are substantially comparable in the aggregate to the benefits provided to similarly situated employees of First Bank; provided, that until such time as First Bank shall cause the Covered Employees to participate in the applicable First Bank employee benefit plans, the continued participation of the Covered Employees in Malvern Benefit Plans shall be deemed to satisfy the foregoing provisions of this clause (it being understood that participation in First Bank’s employee benefit plans may commence at different times with respect to each of First Bank’s employee benefit plans). (b) For purposes of determining a Covered Employee’s eligibility to participate and vesting under First Bank’s employee benefit plans (other than any defined benefit pension plan, post-employment health or welfare plan, or equity incentive plan), the service of a Covered Employee with a Malvern Entity prior to the Effective Time shall be treated as service with a First Bank Entity to the same extent that such service was recognized by the Malvern Entities under a corresponding Malvern Benefit Plan; provided, that such recognition of service shall not (i) operate to duplicate any benefits of a Covered Employee with respect to the same period of service or (ii) apply for purposes of any plan, program, policy, agreement or arrangement (x) under which similarly-situated employees of First Bank Entities do not receive credit for prior service or (y) that is grandfathered or frozen, either with respect to level of benefits or participation. In no event shall any Covered Employee be eligible to participate in any closed or frozen plan of any First Bank Entity. (c) The Malvern Entities shall take all necessary action (including without limitation the adoption of resolutions and plan amendments and the delivery of any required notices) to terminate, effective as of the day before the Closing Date, any Malvern Benefit Plan that is intended to constitute a tax-qualified defined contribution plan under Section 401(k) of the Internal Revenue Code (a “401(k) Plan”). Malvern shall provide First Bank with a copy of the resolutions, plan amendments, notices and other documents prepared to effectuate the termination of the 401(k) Plan in advance and give First Bank a reasonable opportunity to comment on such documents (which comments shall be considered in good faith), and prior to the Closing Date, Malvern shall provide First Bank with the final documentation evidencing that the 401(k) Plan has been terminated. (d) Upon request by First Bank in writing prior to the Closing Date, the Malvern Entities shall cooperate in good faith with First Bank, effective on Closing Date, and conditioned upon the consummation of the transaction contemplated hereby, to amend, freeze, terminate or modify any Malvern Benefit Plan to the extent and in the manner determined by First Bank effective upon the Closing Date (or at such different time mutually agreed to by the parties) and consistent with applicable Law. Malvern shall provide First Bank with a copy of the resolutions, plan amendments, notices and other documents prepared to effectuate the actions contemplated by this Section 7.8(d), as applicable, and give First Bank a reasonable opportunity to comment on such documents (which comments shall be considered in good faith), and prior to the Closing Date, Malvern shall provide First Bank with the final documentation evidencing that the actions contemplated herein have been effectuated. (e) The provisions of this Section 7.8 are solely for the benefit of the Parties to this Agreement, and no employee, any dependent or beneficiary thereof, or any other individual associated therewith shall be regarded for any purpose as a third-party beneficiary of this Agreement. In no event shall the terms of this Agreement: (i) establish, amend, or modify any Malvern Benefit Plan or any employee benefit plan, program, policy, agreement or arrangement maintained or sponsored by First Bank, Malvern or any of their respective Affiliates; (ii) alter or limit the ability of any First Bank Entity (including, after the Closing Date, the Malvern Entities) to amend, modify or terminate any Malvern Benefit Plan or any other employee benefit plan, program, policy, agreement or arrangement after the Closing Date; or (iii) confer upon any current or former employee or other service provider any right to employment or continued employment or continued service with any First Bank Entity (including, following the Closing Date, the Malvern Entities), or constitute or create an employment agreement with any employee, or interfere with or restrict in any way the rights of the Surviving Corporation, Malvern, First Bank or any Subsidiary or Affiliate thereof to discharge or terminate the services of any employee or other service provider at any time for any reason whatsoever. (f) Malvern and Malvern Bank shall take or cause to be taken all such actions as may be necessary to effect the actions set forth below relating to Malvern’s employee stock ownership plan (the “Malvern ESOP”) prior to or simultaneous with the Effective Time, as applicable. Effective on the fifth (5th) Business Day before the Effective Time, the ESOP shall be terminated (the “ESOP Termination Date”). No new participants shall be admitted on or after the ESOP Termination Date and all existing ESOP participants’ accounts shall become fully vested and 100% non-forfeitable. Malvern Bank shall direct the ESOP trustee to remit a sufficient number of shares of Malvern Common Stock held in the Malvern ESOP’s Loan Suspense Account (as defined in Section 2.01(z) of the Malvern ESOP) to Malvern to repay the outstanding ESOP loan in full, with each remitted share to be valued equal to the closing price of Malvern Common Stock on the day immediately prior to the ESOP Termination Date. All remaining shares of Malvern Common Stock held by the ESOP as of the Effective Time shall be exchanged for the Merger Consideration. After repayment of the outstanding ESOP loan and the exchange of the shares of Malvern Common Stock for the Merger Consideration, the Merger Consideration received upon conversion of the remaining shares of Malvern Common Stock held in the Malvern ESOP’s Loan Suspense Account shall be deemed to be earnings and shall be allocated as earnings to the accounts of the ESOP participants who are employed as of the ESOP Termination Date based on their account balances under the ESOP as of the ESOP Termination Date and distributed to ESOP participants after the receipt of a favorable determination letter from the IRS. No benefit distributions shall be made from the ESOP without the prior written consent of First Bank before the IRS issues a favorable determination letter with respect to the tax-qualified status of the ESOP on termination unless otherwise required by law. Prior to the Effective Time, Malvern shall take all such actions as are necessary to submit the application for favorable determination letter in advance of the Effective Time (and to provide First Bank with the opportunity to review the application for a favorable determination letter at least twenty (20) days prior to the filing date with the IRS), and following the Effective Time, First Bank shall use its best efforts in good faith to obtain such favorable determination letter as promptly as possible (including, but not limited to, making such changes to the ESOP as may be required by the IRS as a condition to its issuance of a favorable determination letter). Xxxxxxx, Malvern Bank, and following the Effective Time, First Bank, will adopt such amendments to the ESOP to effect the provisions of this Section 7.8(f). Promptly following the receipt of a favorable determination letter from the IRS regarding the qualified status of the ESOP upon its termination, the account balances in the ESOP shall either be distributed to participants and beneficiaries or transferred to an eligible tax-qualified retirement plan or individual retirement account as a participant or beneficiary may direct. (g) Employees of Malvern as of the date of the Agreement who remain employed by Xxxxxxx as of the Effective Time and whose employment is terminated by First Bank not terminated, if any, at or Malvern Bank (absent termination for cause) within the time period set forth in Section 7.8(g)(i) of Malvern’s Disclosure Memorandum shall receive severance pay equal prior to the amounts set forth in Section 7.8(gEffective Time (a “Continuing Employee”) shall, at the Effective Time or the effective time of First the Bank Merger, as applicable, become employees of Buyer or Buyer Bank’s Disclosure Memorandum, subject to receipt as applicable. Buyer and Buyer Bank shall honor all GSB employment and change of an effective release of claims from the employee receiving such severance payment, which release shall be in form and substance reasonably satisfactory to Malvern and First Bank. In addition, Xxxxxxx shall be permitted to grant retention bonuses to Employees of Malvern control agreements existing as of the date of this Agreement that have been disclosed to Buyer, regardless of whether the employees with such agreements are Continuing Employees or receive new agreements with Buyer. All of the Continuing Employees shall be employed at will, and no contractual right with respect to employment shall inure to such employees because of this Agreement, except as otherwise contemplated by this Agreement. (b) As of the Effective Time, each Continuing Employee shall be employed on the same terms and conditions as similarly situated employees of Buyer Bank and eligible to participate in each of Buyer’s applicable Employee Benefit Plans with full credit for prior service with GSB solely for purposes of eligibility and vesting. (c) As of the Effective Time, Buyer shall make available employer-provided benefits under Buyer’s applicable Employee Benefit Plans to each Continuing Employee on the same basis as it provides such coverage to Buyer or Buyer Bank employees. With respect to Buyer’s Employee Benefit Plans providing health coverage, Buyer shall use commercially reasonable efforts to cause any pre-existing condition, eligibility waiting period, or other limitations or exclusions otherwise applicable under such plans to new employees not to apply to a Continuing Employee or their covered dependents who were covered under a similar GSB Benefit Plan at the Effective Time of the Merger. In addition, if any such transition occurs during the middle of a plan year, Buyer shall use commercially reasonable efforts to cause any such successor an Employee Benefit Plan of Buyer providing health coverage to give credit towards satisfaction of any annual deductible limitation and out-of-pocket maximum applied under such successor plan for any deductible, co-payment and other cost-sharing amounts previously paid by a Continuing Employee respecting his or her participation in the corresponding GSB Benefit Plan during that plan year prior to the transition effective date. Notwithstanding the foregoing, and in lieu of the same, Buyer may continue GSB’s health and other employee welfare benefit plans for each Continuing Employee as in effect immediately prior to the Effective Time. (d) Upon not less than ten (10) days’ notice prior to the Closing Date from Buyer to GSB, GSB shall cause the termination, amendment, or other appropriate modification of each GSB Benefit Plan as specified by Buyer in such notice such that no GSB Entity shall sponsor or otherwise have any further Liability thereunder in connection with such applicable GSB Benefit Plans, effective as of the date which immediately proceeds the Closing Date. Upon such action, participants in such applicable GSB Benefit Plans that are described in ERISA Section 3(2) shall be 100% vested in their account balances. (e) Any Continuing Employees who are not parties to an employment, change in control, or other type of agreement that provides for severance or other compensation upon a change in control or upon a separation from service following a change in control, who remain employed by Xxxxxxx Buyer or any of its Subsidiaries as of the Effective Time, and whose employment is terminated by Buyer or any of its Subsidiaries prior to the first (1st) anniversary of the Effective Time shall receive, subject to such Continuing Employee’s execution and non-revocation of a general release of claims in a form satisfactory to Buyer, the following severance benefits: two (2) weeks of base salary for each twelve (12) months of such Continuing Employee’s prior employment with GSB or any GSB Subsidiary; provided, however, that in no event will the total amount of severance for any single Continuing Employee be less than four (4) weeks of such Employees base salary or greater than twenty-six (26) weeks of such base salary. (f) No officer, employee, or other Person (other than the Parties to this Agreement) shall be deemed a third party or other beneficiary of this Section 7.9, and retention bonus amounts determined mutually between Malvern no such Person shall have any right or other entitlement to enforce any provision of this Agreement or seek any remedy in connection with this Agreement, except as set forth in Section 7.12. No provision of this Agreement constitutes or shall be deemed to constitute, an Employee Benefit Plan or other arrangement, an amendment of any Employee Benefit Plan or other arrangement, or any provision of any Employee Benefit Plan or other arrangement. (g) GSB shall take all appropriate action to terminate any GSB Benefit Plan which provides for a “cash or deferred arrangement” pursuant to Code Section 401(k) prior to the Closing Date; provided, however, that Buyer agrees that nothing in this Section 7.9 will require GSB to cause the final dissolution and First Bankliquidation of, or to amend (other than as may be required to maintain such plan’s compliance with the Code, ERISA, or other applicable Law), said plan prior to the Closing Date.

Employee Benefits and Contracts. (a) Unless otherwise agreed between First Bank and For a Covered Employeeperiod of one year following the Effective Time, for except as contemplated by this Agreement, WSFS shall, or shall cause the period beginning Surviving Corporation to, provide to employees who are actively employed by a Beneficial Entity on the Closing Date and ending on the one year anniversary of (“Covered Employees”) while employed by WSFS following the Closing Date (i) a base salary or such shorter period of employmentwage rate, as the case may be)applicable, each employee of Malvern who remains employed by the Surviving Corporation or any First Bank Entity after the Closing Date (each, a “Covered Employee”) shall receive (i) an annual rate of salary or wages and annual cash bonus opportunity that is no less favorable than either the annual rate of base salary or wages, or bonus opportunitywage rate, as applicable, provided to such the Covered Employee by Malvern as of Employees immediately prior to the Closing Date or, in WSFS’s sole discretion, the base salary or wage rate, as applicable, provided by WSFS and its Subsidiaries to their similarly situated employees, (ii) benefits (excluding equity and other long-term incentive awards) target cash bonus opportunities that are substantially comparable in no less favorable than the aggregate target cash bonus opportunities that are made available to the benefits provided Covered Employees immediately prior to the Closing Date or, in WSFS’s sole discretion, that are generally made available to similarly situated employees of First BankWSFS and its Subsidiaries and (iii) employee benefits under WSFS Benefit Plans, on terms and conditions which are, in the aggregate, substantially comparable to those provided by WSFS Entities to their similarly situated employees; provided, that until in no event shall any Covered Employee be eligible to participate in any closed or frozen plan of any WSFS Entity. Until such time as First Bank WSFS shall cause the Covered Employees to participate in the applicable First Bank employee benefit plansWSFS Benefit Plans, the continued participation of the Covered Employees in Malvern the Beneficial Benefit Plans shall be deemed to satisfy the foregoing provisions of this clause (it being understood that participation in First Bank’s employee benefit plans WSFS Benefit Plans may commence at different times with respect to each of First Bank’s employee benefit plansWSFS Benefit Plans). (b) . For purposes of determining eligibility to participate and vesting under WSFS Benefit Plans, and for purposes of determining a Covered Employee’s eligibility entitlement to participate and vesting paid time off under First BankWSFS’s employee benefit plans (other than any defined benefit pension plan, post-employment health or welfare plan, or equity incentive plan)paid time off program, the service of a the Covered Employee Employees with a Malvern Beneficial Entity prior to the Effective Time shall be treated as service with a First Bank WSFS Entity participating in such WSFS Benefit Plans, to the same extent that such service was recognized by the Malvern Beneficial Entities under for purposes of a corresponding Malvern Benefit Plansimilar benefit plan; provided, that such recognition of service shall not (i) operate to duplicate any benefits of a Covered Employee with respect to the same period of service or (ii) apply for purposes of any plan, program, policy, agreement program or arrangement (x) under which similarly-situated employees of First Bank WSFS Entities do not receive credit for prior service or service, (y) that is grandfathered or frozen, either with respect to level of benefits or participation. In no event shall any , or (z) for purposes of retiree medical benefits or level of benefits under a defined benefit pension plan. (b) From and after the Effective Time, without limiting the generality of Section 7.8(a), with respect to each Covered Employee be (and their beneficiaries) WSFS shall use commercially reasonable efforts to cause each life, disability, medical, dental or health plan of WSFS or its Subsidiaries in which each such Covered Employee becomes eligible to participate in (to the extent permitted by the applicable carrier) to (i) waive any closed preexisting condition limitations to the extent such conditions were covered under the applicable life, disability, medical, dental or frozen health plans of the Beneficial Entities, (ii) provide credit under medical, dental and health plans for any deductibles, co-payment and out-of-pocket expenses incurred by the Covered Employees (and their beneficiaries) under analogous plans of the Beneficial Entities prior to the Effective Time during the portion of the applicable plan year prior to participation, and (iii) waive any waiting period limitation, actively-at-work requirement or evidence of insurability requirement that would otherwise be applicable to such Covered Employees and their beneficiaries on or after the Effective Time to the extent such employee or beneficiary had satisfied any First Bank Entitysimilar limitation or requirement under an analogous plan prior to the Effective Time. (c) The Malvern Entities shall take all necessary action (including without limitation the adoption of resolutions and plan amendments and the delivery of any required notices) Upon request by WSFS in writing no later than 45 days prior to terminate, effective as of the day before the Closing Date, the Beneficial Entities shall cooperate in good faith with WSFS prior to the Closing Date to provide additional information regarding any Malvern Beneficial Benefit Plan that is intended to constitute a tax-qualified defined contribution plan under Section 401(kWSFS or participation therein and to amend, freeze, terminate or modify any Beneficial Benefit Plan to the extent and in the manner determined by WSFS effective upon the Closing Date (or at such different time mutually agreed to by the Parties) of the Internal Revenue Code (a “401(k) Plan”)and consistent with applicable Law. Malvern Beneficial shall provide First Bank WSFS with a copy of the resolutions, plan amendments, notices and other documents prepared to effectuate the termination of the 401(k) Plan in advance actions contemplated by this Section 7.8(c), as applicable, and give First Bank Beneficial a reasonable opportunity to comment on such documents (which comments shall be considered in good faith), and prior to the Closing Date, Malvern Beneficial shall provide First Bank with the final documentation evidencing that the 401(k) Plan has been terminated. (d) Upon request by First Bank in writing prior to the Closing Date, the Malvern Entities shall cooperate in good faith with First Bank, effective on Closing Date, and conditioned upon the consummation of the transaction contemplated hereby, to amend, freeze, terminate or modify any Malvern Benefit Plan to the extent and in the manner determined by First Bank effective upon the Closing Date (or at such different time mutually agreed to by the parties) and consistent with applicable Law. Malvern shall provide First Bank with a copy of the resolutions, plan amendments, notices and other documents prepared to effectuate the actions contemplated by this Section 7.8(d), as applicable, and give First Bank a reasonable opportunity to comment on such documents (which comments shall be considered in good faith), and prior to the Closing Date, Malvern shall provide First Bank WSFS with the final documentation evidencing that the actions contemplated herein have been effectuated. (ed) The provisions Without limiting the generality of this Section 7.8 are solely for the benefit of the Parties to 10.4, nothing in this Agreement, and no expressed or implied, is intended to confer upon any Person, including any current or former employee, officer, director or consultant of Beneficial or any dependent of its Subsidiaries or beneficiary thereofAffiliates, any rights, remedies, obligations, or any other individual associated therewith shall be regarded for any purpose as a third-party beneficiary liabilities under or by reason of this Agreement. In no event shall the terms of this Agreement: (i) establish, amend, or modify any Malvern Beneficial Benefit Plan or any “employee benefit plan” as defined in Section 3(3) of ERISA, or any other benefit plan, program, policy, agreement or arrangement maintained or sponsored by First BankWSFS, Malvern Beneficial or any of their respective Affiliates; , (ii) alter or limit the ability of Surviving Corporation, WSFS or any First Bank Entity (including, after the Closing Date, the Malvern Entities) of their Subsidiaries or Affiliates to amend, modify or terminate any Malvern Beneficial Benefit Plan Plan, employment agreement or any other employee benefit or employment plan, program, policy, agreement or arrangement after the Closing Date; , or (iii) confer upon any current or former employee employee, officer, director or other service provider consultant of Beneficial or any of its Subsidiaries or Affiliates, any right to employment or continued employment or continued service with WSFS or any First Bank Entity (including, following the Closing DateWSFS Subsidiaries, the Malvern Surviving Corporation or the Beneficial Entities), or constitute or create an employment agreement with any employee, or interfere with or restrict in any way the rights of the Surviving Corporation, MalvernBeneficial, First Bank WSFS or any Subsidiary or Affiliate thereof to discharge or terminate the services of any employee employee, officer, director or other service provider consultant of Beneficial or any of its Subsidiaries or Affiliates at any time for any reason whatsoever, with or without cause. (e) On the Closing Date, Beneficial shall provide WSFS with a list of employees who have suffered an “employment loss” (as defined in the WARN Act) in the 90 days preceding the Closing Date or had a reduction in hours of a least 50% in the 180 days preceding the Closing Date, each identified by date of employment loss or reduction in hours, employing entity and facility location. (f) Malvern WSFS shall maintain and Malvern Bank shall take or cause to be taken all such actions as may be necessary to effect administer the actions retention pool with the terms and conditions set forth below relating to Malvern’s employee stock ownership plan in Exhibit E for the employees of Beneficial and Beneficial Bank listed in Exhibit E. (the “Malvern ESOP”g) prior to or simultaneous with the Effective Time, as applicable. Effective on the fifth (5th) Business Day before the Effective Time, the ESOP shall be terminated (the “ESOP Termination Date”). No new participants shall be admitted on or after the ESOP Termination Date and all existing ESOP participants’ accounts shall become fully vested and 100% non-forfeitable. Malvern Bank shall direct the ESOP trustee to remit a sufficient number of shares of Malvern Common Stock held in the Malvern ESOP’s Loan Suspense Account (as defined in Section 2.01(z) of the Malvern ESOP) to Malvern to repay the outstanding ESOP loan in full, with each remitted share to be valued equal to the closing price of Malvern Common Stock on the day immediately later than 30 days prior to the ESOP Termination Closing Date. All remaining shares , Beneficial shall take the actions described on Section 7.8(g) of Malvern Common Stock held by the ESOP as of the Effective Time shall be exchanged for the Merger Consideration. After repayment of the outstanding ESOP loan and the exchange of the shares of Malvern Common Stock for the Merger Consideration, the Merger Consideration received upon conversion of the remaining shares of Malvern Common Stock held in the Malvern ESOPBeneficial’s Loan Suspense Account shall be deemed to be earnings and shall be allocated as earnings to the accounts of the ESOP participants who are employed as of the ESOP Termination Date based on their account balances under the ESOP as of the ESOP Termination Date and distributed to ESOP participants after the receipt of a favorable determination letter from the IRS. No benefit distributions shall be made from the ESOP without the prior written consent of First Bank before the IRS issues a favorable determination letter Disclosure Memorandum with respect to the tax-qualified status employment agreements listed in such section. (h) To the extent any payments or benefits made with respect to, or which could arise as a result of, this Agreement or the transactions contemplated hereby, could be characterized as an “excess parachute payment” within the meaning of Section 280G(b)(1) of the ESOP on termination unless otherwise required by law. Prior to the Effective TimeInternal Revenue Code, Malvern shall take all such actions as are necessary to submit the application for favorable determination letter in advance of the Effective Time (and to provide First Bank with the opportunity to review the application for a favorable determination letter at least twenty (20) days Beneficial shall, prior to the filing date with the IRS)Closing Date, and following the Effective Time, First Bank shall use its best efforts cooperate in good faith to obtain such favorable determination letter as promptly as possible (including, but not limited to, making such changes to the ESOP as may be required by the IRS as a condition to its issuance of a favorable determination letter). Xxxxxxx, Malvern Bank, and following the Effective Time, First Bank, will adopt such amendments to the ESOP with WSFS to effect reasonable measures to minimize any such payments or benefits from being characterized as “excess parachute payments” within the provisions meaning of this Section 7.8(f). Promptly following the receipt of a favorable determination letter from the IRS regarding the qualified status 280G(b)(1) of the ESOP upon its termination, the account balances in the ESOP shall either be distributed to participants and beneficiaries or transferred to an eligible tax-qualified retirement plan or individual retirement account as a participant or beneficiary may directInternal Revenue Code. (gi) WSFS shall assume the Severance Pay Plan for Eligible Employees of Malvern Beneficial Bank as of in effect on the date of hereof (the Agreement who remain employed by Xxxxxxx as of the Effective Time “Beneficial Severance Plan”) and shall provide to Covered Employees whose employment is terminated without cause by First Bank WSFS, the Surviving Corporation or Malvern Bank (absent termination for cause) within the time period set forth in Section 7.8(g)(i) of Malvern’s Disclosure Memorandum shall receive severance pay equal an Affiliate on or before December 31, 2019, to the amounts set forth in Section 7.8(g) of First Bank’s Disclosure Memorandumextent otherwise eligible under the Beneficial Severance Plan, the benefits provided therein, subject to receipt of an effective release of claims from the employee receiving such severance paymentterms and conditions thereof. (j) WSFS shall provide Covered Employees whose employment is involuntarily terminated by WSFS other than for cause prior to December 31, which release shall be in form 2019, and substance reasonably satisfactory who so requests, job counseling and outplacement assistance services, consistent with industry standards and the job counseling and outplacement assistance services provided by WSFS and its Subsidiaries to Malvern and First Banktheir similarly situated employees. In addition, Xxxxxxx WSFS shall notify Covered Employees whose employment is involuntarily terminated by WSFS other than for cause prior to December 31, 2019, who want to be so notified of opportunities for positions with WSFS or any of its Subsidiaries for which WSFS reasonably believes such persons are qualified and shall consider any application for such positions submitted by such persons; provided, however, that any decision to offer employment to any such person shall be permitted made in the sole discretion of WSFS. Outplacement assistance and job counseling services shall not be provided to grant retention bonuses to Employees of Malvern as of the date of this Agreement Beneficial employees who remain employed by Xxxxxxx as of the Effective Timeare terminated for cause, with such Employees and retention bonus amounts determined mutually between Malvern and First Bankresignation, disability or retirement.

Employee Benefits and Contracts. (a) Unless otherwise agreed between First Bank and a Covered Employee, for the period beginning on the Closing Date and ending on the one year anniversary All Persons who are employees of the Closing Date (or such shorter period of employment, as the case may be), each employee of Malvern who remains employed by the Surviving Corporation or any First Bank Entity after the Closing Date (each, a “Covered Employee”) shall receive (i) an annual rate of salary or wages and annual cash bonus opportunity that is no less favorable than the annual rate of salary or wages, or bonus opportunity, as applicable, provided to such Covered Employee by Malvern as of ASBB Entities immediately prior to the Closing and (ii) benefits (excluding equity and other long-term incentive awards) that are substantially comparable in the aggregate to the benefits provided to similarly situated employees of First Bank; provided, that until such time as First Bank shall cause the Covered Employees to participate in the applicable First Bank employee benefit plans, the continued participation of the Covered Employees in Malvern Benefit Plans shall be deemed to satisfy the foregoing provisions of this clause (it being understood that participation in First Bank’s employee benefit plans may commence at different times with respect to each of First Bank’s employee benefit plans). (b) For purposes of determining a Covered Employee’s eligibility to participate and vesting under First Bank’s employee benefit plans (other than any defined benefit pension plan, post-employment health or welfare plan, or equity incentive plan), the service of a Covered Employee with a Malvern Entity prior to the Effective Time shall be treated as service with a First Bank Entity to the same extent that such service was recognized by the Malvern Entities under a corresponding Malvern Benefit Plan; provided, that such recognition of service shall not (i) operate to duplicate any benefits of a Covered Employee with respect to the same period of service or (ii) apply for purposes of any plan, program, policy, agreement or arrangement (x) under which similarly-situated employees of First Bank Entities do not receive credit for prior service or (y) that is grandfathered or frozen, either with respect to level of benefits or participation. In no event shall any Covered Employee be eligible to participate in any closed or frozen plan of any First Bank Entity. (c) The Malvern Entities shall take all necessary action (including without limitation the adoption of resolutions and plan amendments and the delivery of any required notices) to terminate, effective as of the day before the Closing Date, any Malvern Benefit Plan that is intended to constitute a tax-qualified defined contribution plan under Section 401(k) of the Internal Revenue Code (a “401(k) Plan”). Malvern shall provide First Bank with a copy of the resolutions, plan amendments, notices and other documents prepared to effectuate the termination of the 401(k) Plan in advance and give First Bank a reasonable opportunity to comment on such documents (which comments shall be considered in good faith), and prior to the Closing Date, Malvern shall provide First Bank with the final documentation evidencing that the 401(k) Plan has been terminated. (d) Upon request by First Bank in writing prior to the Closing Date, the Malvern Entities shall cooperate in good faith with First Bank, effective on Closing Date, and conditioned upon the consummation of the transaction contemplated hereby, to amend, freeze, terminate or modify any Malvern Benefit Plan to the extent and in the manner determined by First Bank effective upon the Closing Date (or at such different time mutually agreed to by the parties) and consistent with applicable Law. Malvern shall provide First Bank with a copy of the resolutions, plan amendments, notices and other documents prepared to effectuate the actions contemplated by this Section 7.8(d), as applicable, and give First Bank a reasonable opportunity to comment on such documents (which comments shall be considered in good faith), and prior to the Closing Date, Malvern shall provide First Bank with the final documentation evidencing that the actions contemplated herein have been effectuated. (e) The provisions of this Section 7.8 are solely for the benefit of the Parties to this Agreement, and no employee, any dependent or beneficiary thereof, or any other individual associated therewith shall be regarded for any purpose as a third-party beneficiary of this Agreement. In no event shall the terms of this Agreement: (i) establish, amend, or modify any Malvern Benefit Plan or any employee benefit plan, program, policy, agreement or arrangement maintained or sponsored by First Bank, Malvern or any of their respective Affiliates; (ii) alter or limit the ability of any First Bank Entity (including, after the Closing Date, the Malvern Entities) to amend, modify or terminate any Malvern Benefit Plan or any other employee benefit plan, program, policy, agreement or arrangement after the Closing Date; or (iii) confer upon any current or former employee or other service provider any right to employment or continued employment or continued service with any First Bank Entity (including, following the Closing Date, the Malvern Entities), or constitute or create an employment agreement with any employee, or interfere with or restrict in any way the rights of the Surviving Corporation, Malvern, First Bank or any Subsidiary or Affiliate thereof to discharge or terminate the services of any employee or other service provider at any time for any reason whatsoever. (f) Malvern and Malvern Bank shall take or cause to be taken all such actions as may be necessary to effect the actions set forth below relating to Malvern’s employee stock ownership plan (the “Malvern ESOP”) prior to or simultaneous with the Effective Time, as applicable. Effective on the fifth (5th) Business Day before the Effective Time, the ESOP shall be terminated (the “ESOP Termination Date”). No new participants shall be admitted on or after the ESOP Termination Date and all existing ESOP participants’ accounts shall become fully vested and 100% non-forfeitable. Malvern Bank shall direct the ESOP trustee to remit a sufficient number of shares of Malvern Common Stock held in the Malvern ESOP’s Loan Suspense Account (as defined in Section 2.01(z) of the Malvern ESOP) to Malvern to repay the outstanding ESOP loan in full, with each remitted share to be valued equal to the closing price of Malvern Common Stock on the day immediately prior to the ESOP Termination Date. All remaining shares of Malvern Common Stock held by the ESOP as of the Effective Time shall be exchanged for the Merger Consideration. After repayment of the outstanding ESOP loan and the exchange of the shares of Malvern Common Stock for the Merger Consideration, the Merger Consideration received upon conversion of the remaining shares of Malvern Common Stock held in the Malvern ESOP’s Loan Suspense Account shall be deemed to be earnings and shall be allocated as earnings to the accounts of the ESOP participants who are employed as of the ESOP Termination Date based on their account balances under the ESOP as of the ESOP Termination Date and distributed to ESOP participants after the receipt of a favorable determination letter from the IRS. No benefit distributions shall be made from the ESOP without the prior written consent of First Bank before the IRS issues a favorable determination letter with respect to the tax-qualified status of the ESOP on termination unless otherwise required by law. Prior to the Effective Time, Malvern shall take all such actions as are necessary to submit the application for favorable determination letter in advance of the Effective Time (and to provide First Bank with the opportunity to review the application for a favorable determination letter at least twenty (20) days prior to the filing date with the IRS), and following the Effective Time, First Bank shall use its best efforts in good faith to obtain such favorable determination letter as promptly as possible (including, but not limited to, making such changes to the ESOP as may be required by the IRS as a condition to its issuance of a favorable determination letter). Xxxxxxx, Malvern Bank, and following the Effective Time, First Bank, will adopt such amendments to the ESOP to effect the provisions of this Section 7.8(f). Promptly following the receipt of a favorable determination letter from the IRS regarding the qualified status of the ESOP upon its termination, the account balances in the ESOP shall either be distributed to participants and beneficiaries or transferred to an eligible tax-qualified retirement plan or individual retirement account as a participant or beneficiary may direct. (g) Employees of Malvern as of the date of the Agreement who remain employed by Xxxxxxx as of the Effective Time and whose employment is terminated by First Bank not terminated, if any, at or Malvern Bank (absent termination for cause) within the time period set forth in Section 7.8(g)(i) of Malvern’s Disclosure Memorandum shall receive severance pay equal prior to the amounts set forth in Section 7.8(gEffective Time (a “Continuing Employee”) shall, at the Effective Time or the effective time of First the Bank Merger, as applicable, become employees of Buyer or Buyer Bank’s Disclosure Memorandum, subject to receipt as applicable. Buyer and Buyer Bank shall honor all ASBB employment and change of an effective release of claims from the employee receiving such severance payment, which release shall be in form and substance reasonably satisfactory to Malvern and First Bank. In addition, Xxxxxxx shall be permitted to grant retention bonuses to Employees of Malvern control agreements existing as of the date of this Agreement who remain that have been disclosed to Buyer, regardless of whether the employees with such agreements are Continuing Employees or receive new agreements with Buyer. Buyer and Buyer Bank shall honor the Bank Change in Control Severance Plan. All of the Continuing Employees shall be employed at will, and no contractual right with respect to employment shall inure to such employees because of this Agreement, except as otherwise contemplated by Xxxxxxx as this Agreement. (b) As of the Effective Time, each Continuing Employee shall be employed on the same terms and conditions as similarly situated employees of Buyer Bank and eligible to participate in each of Buyer’s Employee Benefit Plans with full credit for prior service with ASBB solely for purposes of eligibility and vesting. (c) As of the Effective Time, Buyer shall make available employer-provided benefits under Buyer Employee Benefit Plans to each Continuing Employee on the same basis as it provides such Employees coverage to Buyer or Buyer Bank employees. With respect to Buyer Employee Benefit Plans providing health coverage, Buyer shall use commercially reasonable efforts to cause any pre-existing condition, eligibility waiting period, or other limitations or exclusions otherwise applicable under such plans to new employees not to apply to a Continuing Employee or their covered dependents who were covered under a similar ASBB plan at the Effective Time of the Merger. In addition, if any such transition occurs during the middle of a plan year, Buyer shall use commercially reasonable efforts to cause any such successor Buyer Employee Benefit Plan providing health coverage to give credit towards satisfaction of any annual deductible limitation and retention bonus out-of-pocket maximum applied under such successor plan for any deductible, co-payment and other cost-sharing amounts determined mutually between Malvern previously paid by a Continuing Employee respecting his or her participation in the corresponding ASBB Employee Benefit Plan during that plan year prior to the transition effective date. Notwithstanding the foregoing, and First Bankin lieu of the same, Buyer may continue ASBB’s health and other employee welfare benefit plans for each Continuing Employee as in effect immediately prior to the Effective Time.

Employee Benefits and Contracts. (a) Unless otherwise agreed between First Bank Following the Effective Time, except as contemplated by this Agreement, Xxxxxxx shall provide generally to officers and employees (as a Covered Employee, for the period beginning group) who are actively employed by a Southwest Entity on the Closing Date and ending on the one year anniversary of (“Covered Employees”) while employed by Xxxxxxx following the Closing Date (or such shorter period of employment, as the case may be), each employee of Malvern who remains employed by the Surviving Corporation or any First Bank Entity after the Closing Date (each, a “Covered Employee”) shall receive (i) an annual rate of salary or wages and annual cash bonus opportunity that is no less favorable than the annual rate of salary or wages, or bonus opportunity, as applicable, provided to such Covered benefits under Employee by Malvern as of immediately prior to the Closing and (ii) benefits (excluding equity and other long-term incentive awards) that are substantially comparable in the aggregate to the benefits provided Benefit Plans offered to similarly situated employees of First BankXxxxxxx, including severance benefits in accordance with the applicable severance policy of Xxxxxxx (other than to any Covered Employee who is party to individual agreements or letters that entitle such person to different severance or termination benefits); provided, that until in no event shall any Covered Employee be eligible to participate in any closed or frozen plan of any Xxxxxxx Entity. Until such time as First Bank Xxxxxxx shall cause the Covered Employees to participate in the applicable First Bank employee benefit plansXxxxxxx Employee Benefit Plans, the continued participation of the Covered Employees in Malvern the Southwest Benefit Plans shall be deemed to satisfy the foregoing provisions of this clause (it being understood that participation in First Bank’s employee benefit plans Xxxxxxx’ Employee Benefit Plans may commence at different times with respect to each of First Bank’s employee benefit plansXxxxxxx’ Employee Benefit Plans). (b) . For purposes of determining eligibility to participate and vesting under Xxxxxxx’ Employee Benefit Plans, and for purposes of determining a Covered Employee’s eligibility entitlement to participate and vesting paid time off under First Bank’s employee benefit plans (other than any defined benefit pension plan, post-employment health or welfare plan, or equity incentive plan)Xxxxxxx’ paid time off program, the service of a the Covered Employee Employees with a Malvern Southwest Entity prior to the Effective Time shall be treated as service with a First Bank Xxxxxxx Entity participating in such employee benefit plans, to the same extent that such service was recognized by the Malvern Southwest Entities under for purposes of a corresponding Malvern Benefit Plansimilar benefit plan; provided, that such recognition of service shall not (i) operate to duplicate any benefits of a Covered Employee with respect to the same period of service or (ii) apply for purposes of any plan, program, policy, agreement program or arrangement (x) under which similarly-similarly situated employees of First Bank Simmons Entities do not receive credit for prior service or service, (y) that is grandfathered or frozen, either with respect to level of benefits or participation. In no event shall any Covered Employee be eligible to participate in any closed , or frozen plan (z) for purposes of any First Bank Entityretiree medical benefits or level of benefits under a defined benefit pension plan. (cb) The Malvern If requested by Xxxxxxx in a writing delivered to Southwest following the date hereof and prior to the Closing Date, the Southwest Entities shall take all necessary action (including without limitation the adoption of resolutions and plan amendments and the delivery of any required notices) to terminate, effective as of no later than the day before the Closing Date, any Malvern Southwest Benefit Plan that is intended to constitute a tax-qualified defined contribution plan under Internal Revenue Code Section 401(k) of the Internal Revenue Code (a “401(k) Plan”). Malvern Southwest shall provide First Bank Xxxxxxx with a copy of the resolutions, plan amendments, notices and other documents prepared to effectuate the termination of the 401(k) Plan Plans in advance and give First Bank Xxxxxxx a reasonable opportunity to comment on such documents (which comments shall be considered in good faith), and prior to the Closing Date, Malvern Southwest shall provide First Bank Xxxxxxx with the final documentation evidencing that the 401(k) Plan has Plans have been terminated. (dc) Upon request by First Bank Xxxxxxx in writing prior to the Closing Date, the Malvern Southwest Entities shall cooperate in good faith with First Bank, effective on Xxxxxxx prior to the Closing Date, and conditioned upon the consummation of the transaction contemplated hereby, Date to amend, freeze, terminate or modify any Malvern other Southwest Benefit Plan to the extent and in the manner determined by First Bank Xxxxxxx effective upon the Closing Date (or at such different time mutually agreed to by the parties) and consistent with applicable Law. Malvern Southwest shall provide First Bank Xxxxxxx with a copy of the resolutions, plan amendments, notices and other documents prepared to effectuate the actions contemplated by this Section 7.8(d7.8(c), as applicable, and give First Bank Xxxxxxx a reasonable opportunity to comment on such documents (which comments shall be considered in good faith), and prior to the Closing Date, Malvern Southwest shall provide First Bank Xxxxxxx with the final documentation evidencing that the actions contemplated herein have been effectuated. (ed) The provisions of this Section 7.8 are solely for the benefit of the Parties to this Agreement, and no employeeCovered Employee, any dependent current or beneficiary thereof, former employee or any other individual associated therewith shall be regarded for any purpose as a third-party beneficiary of this Agreement. In no event shall the terms of this Agreement: (i) establish, amend, or modify any Malvern Southwest Benefit Plan or any “employee benefit plan” as defined in Section 3(3) of ERISA, or any other benefit plan, program, policy, agreement or arrangement maintained or sponsored by First BankXxxxxxx, Malvern Southwest or any of their respective Affiliates; (ii) alter or limit the ability of Xxxxxxx or any First Bank Entity Xxxxxxx Subsidiaries (including, after the Closing Date, the Malvern Southwest Entities) to amend, modify or terminate any Malvern Southwest Benefit Plan Plan, employment agreement or any other employee benefit or employment plan, program, policy, agreement or arrangement after the Closing Date; or (iii) confer upon any current or former employee employee, officer, director or other service provider consultant, any right to employment or continued employment or continued service with Xxxxxxx or any First Bank Entity Xxxxxxx Subsidiaries (including, following the Closing Date, the Malvern Southwest Entities), or constitute or create an employment agreement with any employee, or interfere with or restrict in any way the rights of the Surviving Corporation, MalvernSouthwest, First Bank Xxxxxxx or any Subsidiary or Affiliate thereof to discharge or terminate the services of any employee employee, officer, director or other service provider consultant of Southwest or any of its Subsidiaries or affiliates at any time for any reason whatsoever. (f) Malvern and Malvern Bank shall take or cause to be taken all such actions as may be necessary to effect the actions set forth below relating to Malvern’s employee stock ownership plan (the “Malvern ESOP”) prior to or simultaneous with the Effective Time, as applicable. Effective on the fifth (5th) Business Day before the Effective Time, the ESOP shall be terminated (the “ESOP Termination Date”). No new participants shall be admitted on or after the ESOP Termination Date and all existing ESOP participants’ accounts shall become fully vested and 100% non-forfeitable. Malvern Bank shall direct the ESOP trustee to remit a sufficient number of shares of Malvern Common Stock held in the Malvern ESOP’s Loan Suspense Account (as defined in Section 2.01(z) of the Malvern ESOP) to Malvern to repay the outstanding ESOP loan in full, with each remitted share to be valued equal to the closing price of Malvern Common Stock on the day immediately prior to the ESOP Termination Date. All remaining shares of Malvern Common Stock held by the ESOP as of the Effective Time shall be exchanged for the Merger Consideration. After repayment of the outstanding ESOP loan and the exchange of the shares of Malvern Common Stock for the Merger Consideration, the Merger Consideration received upon conversion of the remaining shares of Malvern Common Stock held in the Malvern ESOP’s Loan Suspense Account shall be deemed to be earnings and shall be allocated as earnings to the accounts of the ESOP participants who are employed as of the ESOP Termination Date based on their account balances under the ESOP as of the ESOP Termination Date and distributed to ESOP participants after the receipt of a favorable determination letter from the IRS. No benefit distributions shall be made from the ESOP or without the prior written consent of First Bank before the IRS issues a favorable determination letter with respect to the tax-qualified status of the ESOP on termination unless otherwise required by law. Prior to the Effective Time, Malvern shall take all such actions as are necessary to submit the application for favorable determination letter in advance of the Effective Time (and to provide First Bank with the opportunity to review the application for a favorable determination letter at least twenty (20) days prior to the filing date with the IRS), and following the Effective Time, First Bank shall use its best efforts in good faith to obtain such favorable determination letter as promptly as possible (including, but not limited to, making such changes to the ESOP as may be required by the IRS as a condition to its issuance of a favorable determination letter). Xxxxxxx, Malvern Bank, and following the Effective Time, First Bank, will adopt such amendments to the ESOP to effect the provisions of this Section 7.8(f). Promptly following the receipt of a favorable determination letter from the IRS regarding the qualified status of the ESOP upon its termination, the account balances in the ESOP shall either be distributed to participants and beneficiaries or transferred to an eligible tax-qualified retirement plan or individual retirement account as a participant or beneficiary may directcause. (g) Employees of Malvern as of the date of the Agreement who remain employed by Xxxxxxx as of the Effective Time and whose employment is terminated by First Bank or Malvern Bank (absent termination for cause) within the time period set forth in Section 7.8(g)(i) of Malvern’s Disclosure Memorandum shall receive severance pay equal to the amounts set forth in Section 7.8(g) of First Bank’s Disclosure Memorandum, subject to receipt of an effective release of claims from the employee receiving such severance payment, which release shall be in form and substance reasonably satisfactory to Malvern and First Bank. In addition, Xxxxxxx shall be permitted to grant retention bonuses to Employees of Malvern as of the date of this Agreement who remain employed by Xxxxxxx as of the Effective Time, with such Employees and retention bonus amounts determined mutually between Malvern and First Bank.

Employee Benefits and Contracts. (a) Unless otherwise agreed between First Bank Following the Effective Time, but in no event earlier than the consolidation of Triangle's depository institution Subsidiaries with Centura's depository institution Subsidiaries, Centura shall provide generally to officers and a Covered Employee, for the period beginning on the Closing Date and ending on the one year anniversary employees of the Closing Date Triangle Companies, who at or after the Effective Time become employees of a Centura Company (the "Continuing Employees"), employee benefits under employee benefit plans on terms and conditions which when taken as a whole are substantially equivalent to those currently provided by the Centura Companies to their similarly situated officers and employees. For purposes of participation and vesting (but not accrual of benefits) under such employee benefit plans, (i) service under any qualified plans of Triangle shall be treated as service under Centura's qualified plans, and (ii) service under any other employee benefit plans of Triangle shall be treated as service under any similar employee benefit plans maintained by Centura. Centura shall cause the Centura welfare benefit plans that cover the Continuing Employees after the Effective Time to (i) waive any waiting period and restrictions and limitations for preexisting conditions or insurability, and (ii) cause any deductible, co-insurance, or maximum out-of-pocket payments made by the Continuing Employees under Triangle's welfare benefit plans to be credited to such Continuing Employees under the Centura welfare benefit plans, so as to reduce the amount of any deductible, co-insurance, or maximum out-of-pocket payments payable by the Continuing Employees under the Centura welfare benefit plans. The continued coverage of the Continuing Employees under the employee benefits plans maintained by Triangle and/or any Triangle Subsidiary immediately prior to the Effective Time during a transition period not to exceed six months shall be deemed to provide the Continuing Employees with benefits that are no less favorable than those offered to other employees of Centura and its Subsidiaries, provided that after the Effective Time there is no Material reduction (determined on an overall basis) in the benefits provided under the Triangle employee benefit plans. Except as expressly provided in the Supplemental Letter, Centura also shall cause Triangle and its Subsidiaries to honor all employment, severance, consulting, and other compensation Contracts disclosed in Section 8.12 of the Triangle Disclosure Memorandum to Centura between any Triangle Company and any current or former director, officer, or employee thereof, and all provisions of the Triangle Benefit Plans. To the extent that Centura has agreed to cause Triangle or the appropriate Triangle Subsidiary to honor the Contracts as set forth in the preceding sentence (the "Triangle Compensation Contracts"), Centura acknowledges that (i) the Merger constitutes a "Change of Control" and "Change in Control" (as applicable) for all purposes pursuant to any such Triangle Compensation Contracts, and (ii) that a "Termination Event" will exist under such Triangle Compensation Contracts throughout the one-year period (or such shorter period of employment, as the case may be), each employee of Malvern who remains employed by the Surviving Corporation or any First Bank Entity after the Closing Date (each, a “Covered Employee”) shall receive (i) an annual rate of salary or wages and annual cash bonus opportunity that is no less favorable than the annual rate of salary or wages, or bonus opportunity, as applicable, provided to such Covered Employee by Malvern as of immediately prior to the Closing and (ii) benefits (excluding equity and other long-term incentive awards) that are substantially comparable in the aggregate to the benefits provided to similarly situated employees of First Bank; provided, that until such time as First Bank shall cause the Covered Employees to participate in the applicable First Bank employee benefit plans, the continued participation of the Covered Employees in Malvern Benefit Plans shall be deemed to satisfy the foregoing provisions of this clause (it being understood that participation in First Bank’s employee benefit plans may commence at different times with respect to each of First Bank’s employee benefit plans). (b) For purposes of determining a Covered Employee’s eligibility to participate and vesting under First Bank’s employee benefit plans (other than any defined benefit pension plan, post-employment health or welfare plan, or equity incentive plan), the service of a Covered Employee with a Malvern Entity prior to the Effective Time shall be treated as service with a First Bank Entity to the same extent that such service was recognized by the Malvern Entities under a corresponding Malvern Benefit Plan; provided, that such recognition of service shall not (i) operate to duplicate any benefits of a Covered Employee with respect to the same period of service or (ii) apply for purposes of any plan, program, policy, agreement or arrangement (x) under which similarly-situated employees of First Bank Entities do not receive credit for prior service or (y) that is grandfathered or frozen, either with respect to level of benefits or participation. In no event shall any Covered Employee be eligible to participate in any closed or frozen plan of any First Bank Entity. (c) The Malvern Entities shall take all necessary action (including without limitation the adoption of resolutions and plan amendments and the delivery of any required notices) to terminate, effective as of the day before the Closing Date, any Malvern Benefit Plan that is intended to constitute a tax-qualified defined contribution plan under Section 401(k) of the Internal Revenue Code (a “401(k) Plan”). Malvern shall provide First Bank with a copy of the resolutions, plan amendments, notices and other documents prepared to effectuate the termination of the 401(k) Plan in advance and give First Bank a reasonable opportunity to comment on such documents (which comments shall be considered in good faith), and prior to the Closing Date, Malvern shall provide First Bank with the final documentation evidencing that the 401(k) Plan has been terminated. (d) Upon request by First Bank in writing prior to the Closing Date, the Malvern Entities shall cooperate in good faith with First Bank, effective on Closing Date, and conditioned upon the consummation of the transaction contemplated hereby, to amend, freeze, terminate or modify any Malvern Benefit Plan to the extent and in the manner determined by First Bank effective upon the Closing Date (or at such different time mutually agreed to by the parties) and consistent with applicable Law. Malvern shall provide First Bank with a copy of the resolutions, plan amendments, notices and other documents prepared to effectuate the actions contemplated by this Section 7.8(d), as applicable, and give First Bank a reasonable opportunity to comment on such documents (which comments shall be considered in good faith), and prior to the Closing Date, Malvern shall provide First Bank with the final documentation evidencing that the actions contemplated herein have been effectuated. (e) The provisions of this Section 7.8 are solely for the benefit of the Parties to this Agreement, and no employee, any dependent or beneficiary thereof, or any other individual associated therewith shall be regarded for any purpose as a third-party beneficiary of this Agreement. In no event shall the terms of this Agreement: (i) establish, amend, or modify any Malvern Benefit Plan or any employee benefit plan, program, policy, agreement or arrangement maintained or sponsored by First Bank, Malvern or any of their respective Affiliates; (ii) alter or limit the ability of any First Bank Entity (including, after the Closing Date, the Malvern Entities) to amend, modify or terminate any Malvern Benefit Plan or any other employee benefit plan, program, policy, agreement or arrangement after the Closing Date; or (iii) confer upon any current or former employee or other service provider any right to employment or continued employment or continued service with any First Bank Entity (including, following the Closing Date, the Malvern Entities), or constitute or create an employment agreement with any employee, or interfere with or restrict in any way the rights of the Surviving Corporation, Malvern, First Bank or any Subsidiary or Affiliate thereof to discharge or terminate the services of any employee or other service provider at any time for any reason whatsoever. (f) Malvern and Malvern Bank shall take or cause to be taken all such actions as may be necessary to effect the actions set forth below relating to Malvern’s employee stock ownership plan (the “Malvern ESOP”) prior to or simultaneous with the Effective Time, as applicable. Effective on the fifth (5th) Business Day before the Effective Time, the ESOP shall be terminated (the “ESOP Termination Date”). No new participants shall be admitted on or after the ESOP Termination Date and all existing ESOP participants’ accounts shall become fully vested and 100% non-forfeitable. Malvern Bank shall direct the ESOP trustee to remit a sufficient number of shares of Malvern Common Stock held provided for in the Malvern ESOP’s Loan Suspense Account (as defined in Section 2.01(zparticular Triangle Compensation Contract) of the Malvern ESOP) to Malvern to repay the outstanding ESOP loan in full, with each remitted share to be valued equal to the closing price of Malvern Common Stock on the day immediately prior to the ESOP Termination Date. All remaining shares of Malvern Common Stock held by the ESOP as of the Effective Time shall be exchanged for the Merger Consideration. After repayment of the outstanding ESOP loan and the exchange of the shares of Malvern Common Stock for the Merger Consideration, the Merger Consideration received upon conversion of the remaining shares of Malvern Common Stock held in the Malvern ESOP’s Loan Suspense Account shall be deemed to be earnings and shall be allocated as earnings to the accounts of the ESOP participants who are employed as of the ESOP Termination Date based on their account balances under the ESOP as of the ESOP Termination Date and distributed to ESOP participants after the receipt of a favorable determination letter from the IRS. No benefit distributions shall be made from the ESOP without the prior written consent of First Bank before the IRS issues a favorable determination letter with respect to the tax-qualified status of the ESOP on termination unless otherwise required by law. Prior to the Effective Time, Malvern shall take all such actions as are necessary to submit the application for favorable determination letter in advance of the Effective Time (and to provide First Bank with the opportunity to review the application for a favorable determination letter at least twenty (20) days prior to the filing date with the IRS), and following the Effective Time, First Bank . Centura shall use its best all reasonable efforts in good faith to obtain such favorable determination letter as promptly as possible (includingidentify, but not limited and offer employment opportunities to, making qualified, satisfactorily performing employees of Triangle or any Triangle Company in vacant positions within the business operations of Centura and the Centura Companies for which such changes to the ESOP as may be required by the IRS as a condition to its issuance of a favorable determination letter)employees are qualified. Xxxxxxx, Malvern BankCentura shall give, and following the Effective Timeshall cause each Centura Company to give, First Bank, will adopt priority consideration to all such amendments to the ESOP to effect the provisions employees vis-a-vis all individuals other than current employees of this Section 7.8(f). Promptly following the receipt of a favorable determination letter from the IRS regarding the qualified status of the ESOP upon its termination, the account balances in the ESOP shall either be distributed to participants and beneficiaries Centura or transferred to an eligible tax-qualified retirement plan or individual retirement account as a participant or beneficiary may directany Centura Company. (g) Employees of Malvern as of the date of the Agreement who remain employed by Xxxxxxx as of the Effective Time and whose employment is terminated by First Bank or Malvern Bank (absent termination for cause) within the time period set forth in Section 7.8(g)(i) of Malvern’s Disclosure Memorandum shall receive severance pay equal to the amounts set forth in Section 7.8(g) of First Bank’s Disclosure Memorandum, subject to receipt of an effective release of claims from the employee receiving such severance payment, which release shall be in form and substance reasonably satisfactory to Malvern and First Bank. In addition, Xxxxxxx shall be permitted to grant retention bonuses to Employees of Malvern as of the date of this Agreement who remain employed by Xxxxxxx as of the Effective Time, with such Employees and retention bonus amounts determined mutually between Malvern and First Bank.

Employee Benefits and Contracts. (a) Unless otherwise agreed between First Bank and a Covered Employee, for the period beginning on the Closing Date and ending on the one year anniversary All persons who are employees of the Closing Date (or such shorter period of employment, as the case may be), each employee of Malvern who remains employed by the Surviving Corporation or any First Bank Entity after the Closing Date (each, a “Covered Employee”) shall receive (i) an annual rate of salary or wages and annual cash bonus opportunity that is no less favorable than the annual rate of salary or wages, or bonus opportunity, as applicable, provided to such Covered Employee by Malvern as of Cornerstone Entities immediately prior to the Closing Effective Time and (ii) benefits (excluding equity and other long-term incentive awards) that are substantially comparable in the aggregate whose employment is not terminated, if any, at or prior to the benefits provided to similarly situated Effective Time (a “Continuing Employee”) shall, at the Effective Time, become employees of First BankCommunity; provided, however, that until such time as First Bank in no event shall cause the Covered Employees to participate in the applicable First Bank employee benefit plans, the continued participation any of the Covered employees of the Cornerstone Entities be officers of Parent or First Community, or have or exercise any power or duty conferred upon such an officer, unless and until duly elected or appointed to such position by the Board of Directors of Parent or First Community and in accordance with the bylaws of Parent or First Community. All of the Continuing Employees in Malvern Benefit Plans shall be deemed employed at the will of First Community, and no contractual right to satisfy the foregoing provisions employment shall inure to such employees because of this clause (it being understood that participation Agreement except as may be otherwise expressly set forth in First Bank’s employee benefit plans may commence at different times with respect to each of First Bank’s employee benefit plans)this Agreement. (b) For purposes As of determining a Covered Employee’s eligibility to participate and vesting under First Bank’s employee benefit plans (other than any defined benefit pension plan, post-employment health or welfare plan, or equity incentive plan), the service of a Covered Employee with a Malvern Entity prior to the Effective Time Time, each Continuing Employee shall be treated as service with a First Bank Entity to the same extent that such service was recognized by the Malvern Entities under a corresponding Malvern Benefit Plan; provided, that such recognition of service shall not (i) operate to duplicate any benefits of a Covered Employee with respect to the same period of service or (ii) apply for purposes of any plan, program, policy, agreement or arrangement (x) under which similarly-situated employees of First Bank Entities do not receive credit for prior service or (y) that is grandfathered or frozen, either with respect to level of benefits or participation. In no event shall any Covered Employee be eligible to participate in any closed or frozen plan each of any First Bank EntityParent’s Employee Benefit Plans with full credit for prior service with Cornerstone solely for purposes of eligibility and vesting. (c) The Malvern Entities As of the Effective Time, Parent shall take all necessary action make available employer-provided benefits under Parent Employee Benefit Plans to each Continuing Employee on the same basis as it provides such coverage to Parent or First Community employees. With respect to Parent Employee Benefit Plans providing health coverage, Parent shall use commercially reasonable efforts to cause any pre-existing condition, eligibility waiting period, or other limitations or exclusions otherwise applicable under such plans to new employees not to apply to a Continuing Employee or their covered dependents who were covered under a similar Cornerstone plan at the Effective Time of the Merger. In addition, if any such transition occurs during the middle of a plan year, Parent shall use commercially reasonable efforts to cause any such Parent Employee Benefit Plan providing health coverage to give credit towards satisfaction of any annual deductible limitation and out-of-pocket maximum applied under such plan for any deductible, co-payment and other cost-sharing amounts previously paid by a Continuing Employee respecting his or her participation in the corresponding Cornerstone Employee Benefit Plan during that plan year prior to the transition effective date. (including without limitation d) Simultaneously herewith, the adoption Chief Executive Officer of resolutions Cornerstone shall enter into and plan amendments deliver to Parent a Consulting Agreement dated as of the date hereof (and which shall be effective as of the Effective Time) in the form of Exhibit B. (e) Simultaneously herewith, the Chief Financial Officer of Cornerstone shall enter into and deliver to Parent a Non-Solicitation Agreement dated as of the date hereof (and which shall be effective as of the Effective Time) in the form of Exhibit C. (f) Simultaneously herewith, the Senior Lender of Cornerstone Bank shall enter into and deliver to Parent a Director Non-Competition Agreement dated as of the date hereof (and which shall be effective as of the Effective Time) in the form of Exhibit D. (g) Simultaneously herewith, each of Cornerstone’s directors, other than the Chief Financial Officer and the delivery Senior Lender, shall enter into and deliver to Parent a Non-Competition Agreement dated as of the date hereof (and which shall be effective as of the Effective Time) in the form of Exhibit E. (h) Simultaneously herewith, each of Cornerstone’s executive officers and directors shall enter into and deliver to Parent a Shareholder Support Agreement dated as of the date hereof in the form of Exhibit F pursuant to which he or she will vote his or her shares of Cornerstone Common Stock in favor of this Agreement and the transactions contemplated hereby. (i) No officer, employee, or other Person (other than the corporate Parties to this Agreement) shall be deemed a third party or other beneficiary of this Agreement, and no such Person shall have any right or other entitlement to enforce any provision of this Agreement or seek any remedy in connection with this Agreement, except as may be expressly set forth in Section 7.11. No provision of this Agreement constitutes or shall be deemed to constitute, an Employee Benefit Plan or other arrangement, an amendment of any required noticesEmployee Benefit Plan or other arrangement, or any provision of any Employee Benefit Plan or other arrangement. (j) Other than Section 3.5 (Cornerstone Options), no provision of this Agreement (i) constitutes or shall be deemed to terminateconstitute, an employee benefit plan or other arrangement, an amendment of any employee benefit plan or other arrangement, or any provision of any employee benefit plan or other arrangement or (ii) provide any right or entitlements to any employee or other third party. (k) Upon not less than ten days’ notice prior to the Closing Date from Parent to Cornerstone, Cornerstone shall cause the termination, amendment or other appropriate modification of each Cornerstone Benefit Plan as specified by Parent in such notice such that no Cornerstone Entity shall sponsor or otherwise have any further Liability thereunder in connection with such applicable Cornerstone Benefit Plans, effective as of the day before date which immediately precedes the Closing Date. Upon such action, any Malvern participants in such applicable Cornerstone Benefit Plans that are Cornerstone ERISA Plans shall be 100% vested in their account balances. With respect to each such Cornerstone Benefit Plan that is intended as to constitute which Parent issues such notice and which provides for a tax-qualified defined contribution plan under “cash or deferred arrangement” pursuant to Code Section 401(k) of the Internal Revenue Code (each, a “401(k) Plan”). Malvern shall provide First Bank with a copy of the resolutions, plan amendments, notices and other documents prepared to effectuate the termination of the 401(k) Plan in advance and give First Bank a reasonable opportunity to comment on such documents (which comments shall be considered in good faith), and prior to the Closing Date, Malvern shall provide First Bank with the final documentation evidencing that the 401(k) Plan has been terminated. (d) Upon request by First Bank in writing prior to the Closing Date, the Malvern appropriate Board of Directors among the Cornerstone Entities shall cooperate in good faith with First Bank, adopt resolutions terminating each 401(k) Plan effective on Closing Date, and conditioned upon the consummation as of the transaction contemplated hereby, to amend, freeze, terminate or modify any Malvern Benefit Plan to date which immediately precedes the extent and in date which includes the manner determined by First Bank effective upon Effective Time (the Closing Date (or at such different time mutually agreed to by the parties) and consistent with applicable Law. Malvern shall provide First Bank with a copy of the resolutions, plan amendments, notices and other documents prepared to effectuate the actions contemplated by this Section 7.8(d“Termination Date”), as applicable, and give First Bank a reasonable opportunity to comment on such documents (which comments shall be considered in good faith), and prior to the Closing Date, Malvern shall provide First Bank with the final documentation evidencing that the actions contemplated herein have been effectuated. (e) The provisions of this Section 7.8 are solely for the benefit of the Parties to this Agreement, and no employee, any dependent or beneficiary thereof, or any other individual associated therewith shall be regarded for any purpose as a third-party beneficiary of this Agreement. In no event shall the terms of this Agreement: (i) establish, amend, or modify any Malvern Benefit Plan or any employee benefit plan, program, policy, agreement or arrangement maintained or sponsored by First Bank, Malvern or any of their respective Affiliates; (ii) alter or limit the ability prior to each 401(k) Plan’s termination under “(i),” immediately above, Cornerstone shall cause each 401(k) Plan to adopt all amendments, including amendments and restatements, of any First Bank Entity (includingeach document evidencing each 401(k) Plan, after the Closing Date, the Malvern Entities) to amend, modify or terminate any Malvern Benefit Plan or any other employee benefit plan, program, policy, agreement or arrangement after the Closing Date; or (iii) confer upon any current or former employee or other service provider any right to employment or continued employment or continued service with any First Bank Entity (including, following the Closing Date, the Malvern Entities), or constitute or create an employment agreement with any employee, or interfere with or restrict in any way the rights of the Surviving Corporation, Malvern, First Bank or any Subsidiary or Affiliate thereof to discharge or terminate the services of any employee or other service provider at any time for any reason whatsoever. (f) Malvern and Malvern Bank shall take or cause to be taken all such actions as may be necessary to effect the actions set forth below relating to Malvernmaintain each 401(k) Plan’s employee stock ownership plan (the “Malvern ESOP”compliance with Code Section 401(a) prior to or simultaneous with the Effective Time, as applicable. Effective on the fifth (5th) Business Day before the Effective Time, the ESOP shall be terminated (the “ESOP Termination Date”). No new participants shall be admitted on or after the ESOP Termination Date and all existing ESOP participants’ accounts shall become fully vested and 100% non-forfeitable. Malvern Bank shall direct the ESOP trustee to remit a sufficient number of shares of Malvern Common Stock held in the Malvern ESOP’s Loan Suspense Account (as defined in Section 2.01(z) other applicable provisions of the Malvern ESOPCode pursuant to such termination, and (iii) to Malvern to repay the outstanding ESOP loan in full, with each remitted share to be valued equal to the closing price of Malvern Common Stock on the day immediately prior to the ESOP Termination Date. All remaining shares of Malvern Common Stock held by the ESOP as of the Effective Time Termination Date, Cornerstone shall be exchanged cause each 401(k) Plan to proceed with implementing the process of distributing each 401(k) Plan’s account balances to participants. Parent or Parent Bank shall cause its Employee Benefit Plan which provides for the Merger Consideration. After repayment of the outstanding ESOP loan and the exchange of the shares of Malvern Common Stock for the Merger Consideration, the Merger Consideration received upon conversion of the remaining shares of Malvern Common Stock held a “cash or deferred arrangement” pursuant to Code Section 401(k) to accept direct rollovers from any 401(k) Plan described in the Malvern ESOP’s Loan Suspense Account shall be deemed preceding sentence, and will use commercially reasonable efforts to be earnings and shall be allocated as earnings permit direct rollover of a participant plan loan. Prior to the accounts Closing, (1) Cornerstone shall amend or shall cause the amendment of the ESOP participants who are employed any and all SIMPLE XXX arrangements sponsored by one or more of Parent, Cornerstone Bank and any and all Parent Subsidiaries, effective as of the ESOP Termination Date based on their account balances under the ESOP as of the ESOP Termination Date and distributed to ESOP participants after the receipt of a favorable determination letter from the IRS. No benefit distributions shall be made from the ESOP without the immediately prior written consent of First Bank before the IRS issues a favorable determination letter with respect to the tax-qualified status of the ESOP on termination unless otherwise required by law. Prior to the Effective Time, Malvern such that each such SIMPLE XXX shall take all not permit any additional individuals to be eligible to become participants in each such actions as are necessary to applicable SIMPLE XXX, and (2) Cornerstone shall amend and restate or shall cause the amendment and restatement of each such SIMPLE XXX on the current IRS Form 5305-SIMPLE, and shall thereafter submit the application for favorable determination letter in advance of the Effective Time (and to provide First Bank with the opportunity to review the application for a favorable determination letter at least twenty (20) days prior each such SIMPLE XXX to the filing date with IRS pursuant to the IRS), and following the Effective Time, First Bank shall use its best efforts in good faith to obtain such favorable determination letter as promptly as possible (including, but not limited to, making such changes to the ESOP as may be required by the ’ Voluntary Correction Program for an appropriate IRS as a condition to its issuance of a favorable determination letter). Xxxxxxx, Malvern Bank, and following the Effective Time, First Bank, will adopt such amendments to the ESOP to effect the provisions of this Section 7.8(f). Promptly following the receipt of a favorable determination letter “compliance statement” from the IRS regarding the qualified status of the ESOP upon its termination, the account balances in the ESOP shall either be distributed to participants and beneficiaries or transferred to an eligible tax-qualified retirement plan or individual retirement account as a participant or beneficiary may directIRS. (g) Employees of Malvern as of the date of the Agreement who remain employed by Xxxxxxx as of the Effective Time and whose employment is terminated by First Bank or Malvern Bank (absent termination for cause) within the time period set forth in Section 7.8(g)(i) of Malvern’s Disclosure Memorandum shall receive severance pay equal to the amounts set forth in Section 7.8(g) of First Bank’s Disclosure Memorandum, subject to receipt of an effective release of claims from the employee receiving such severance payment, which release shall be in form and substance reasonably satisfactory to Malvern and First Bank. In addition, Xxxxxxx shall be permitted to grant retention bonuses to Employees of Malvern as of the date of this Agreement who remain employed by Xxxxxxx as of the Effective Time, with such Employees and retention bonus amounts determined mutually between Malvern and First Bank.

Employee Benefits and Contracts. (a) Unless otherwise agreed between First Bank Following the Effective Time, SBC shall maintain or cause to be maintained employee benefit plans and a Covered Employee, compensation opportunities for the period beginning benefit of employees (as a group) who are full-time active employees of Sabal Palm and/or its subsidiaries on the Closing Date and ending on the one year anniversary of the Closing Date (or such shorter period of employment, as the case may be), each employee of Malvern who remains employed by the Surviving Corporation or any First Bank Entity after the Closing Date (each, a “Covered EmployeeEmployees”) shall receive (i) an annual rate of salary or wages that provide employee benefits and annual cash bonus opportunity that is no less favorable than compensation opportunities which, in the annual rate of salary or wagesaggregate, or bonus opportunity, as applicable, provided to such Covered Employee by Malvern as of immediately prior to the Closing and (ii) benefits (excluding equity and other long-term incentive awards) that are substantially comparable in the aggregate to the employee benefits provided and compensation opportunities that are made available on a uniform and non-discriminatory basis to similarly situated employees of First BankSBC or its Subsidiaries, as applicable; provided, that until such time as First Bank shall cause the Covered Employees to participate in the applicable First Bank employee benefit plans, the continued participation of the Covered Employees in Malvern Benefit Plans shall be deemed to satisfy the foregoing provisions of this clause (it being understood that participation in First Bank’s employee benefit plans may commence at different times with respect to each of First Bank’s employee benefit plans). (b) For purposes of determining a Covered Employee’s eligibility to participate and vesting under First Bank’s employee benefit plans (other than any defined benefit pension plan, post-employment health or welfare plan, or equity incentive plan), the service of a Covered Employee with a Malvern Entity prior to the Effective Time shall be treated as service with a First Bank Entity to the same extent that such service was recognized by the Malvern Entities under a corresponding Malvern Benefit Plan; providedhowever, that such recognition of service shall not (i) operate to duplicate any benefits of a Covered Employee with respect to the same period of service or (ii) apply for purposes of any plan, program, policy, agreement or arrangement (x) under which similarly-situated employees of First Bank Entities do not receive credit for prior service or (y) that is grandfathered or frozen, either with respect to level of benefits or participation. In in no event shall any Covered Employee be eligible to participate in any closed or frozen plan of SBC or its Subsidiaries; and provided further that in no event shall SBC be required to take into account any First Bank Entityretention arrangements or equity compensation when determining whether employee benefits are substantially comparable. SBC shall give the Covered Employees full credit for their prior service with Sabal Palm and its Subsidiaries (i) for purposes of eligibility (including initial participation and eligibility for current benefits) and vesting under any qualified or non-qualified employee benefit plan maintained by SBC and in which Covered Employees may be eligible to participate and (ii) for all purposes under any welfare benefit plans, vacation plans and similar arrangements maintained by SBC. (b) With respect to any employee benefit plan of SBC that is a health, dental, vision or other welfare plan in which any Covered Employee is eligible to participate, for the plan year in which such Covered Employee is first eligible to participate, SBC or its applicable Subsidiary shall use its commercially reasonable best efforts to (i) cause any pre-existing condition limitations or eligibility waiting periods under such SBC or Subsidiary plan to be waived with respect to such Covered Employee to the extent such condition was or would have been covered under the Sabal Palm Benefit Plan in which such Covered Employee participated immediately prior to the Effective Time, and (ii) recognize any health, dental, vision or other welfare expenses incurred by such Covered Employee in the year that includes the Closing Date (or, if later, the year in which such Covered Employee is first eligible to participate) for purposes of any applicable deductible and annual out-of-pocket expense requirements under any such health, dental, vision or other welfare plan. (c) The Malvern Entities Prior to the Effective Time, Sabal Palm shall take all actions requested by SBC that may be necessary action or appropriate to (including without limitation i) cause Sabal Palm’s 401(k) Plan, one or more the adoption of resolutions and plan amendments and the delivery of any required notices) Sabal Palm Benefits Plans to terminate, effective terminate as of the day before Effective Time, or as of the Closing Datedate immediately preceding the Effective Time, (ii) cause benefit accruals and entitlements under any Malvern Sabal Palm Benefit Plan that is intended to constitute a tax-qualified defined contribution plan under Section 401(k) cease as of the Internal Revenue Code (a “401(k) Plan”). Malvern shall provide First Bank with a copy Effective Time, or as of the date immediately preceding the Effective Time, (iii) cause the continuation on and after the Effective Time of any contract, arrangement or insurance policy relating to any Sabal Palm Benefit Plan for such period as may be requested by SBC, or (iv) facilitate the merger of any Sabal Palm Benefit Plan into any employee benefit plan maintained by SBC or an SBC Subsidiary. All resolutions, plan amendmentsnotices, notices and or other documents prepared to effectuate issued, adopted or executed in connection with the termination implementation of the 401(kthis Section 4.14(c) Plan in advance and give First Bank a reasonable opportunity to comment on such documents (which comments shall be considered in good faith)subject to SBC’s reasonable prior review and approval, and prior to the Closing Datewhich shall not be unreasonably withheld, Malvern shall provide First Bank with the final documentation evidencing that the 401(k) Plan has been terminatedconditioned, or delayed. (d) Upon request by First Bank Nothing in writing prior to the Closing Date, the Malvern Entities shall cooperate in good faith with First Bank, effective on Closing Date, and conditioned upon the consummation of the transaction contemplated hereby, to amend, freeze, terminate or modify any Malvern Benefit Plan to the extent and in the manner determined by First Bank effective upon the Closing Date (or at such different time mutually agreed to by the parties) and consistent with applicable Law. Malvern shall provide First Bank with a copy of the resolutions, plan amendments, notices and other documents prepared to effectuate the actions contemplated by this Section 7.8(d), as applicable, and give First Bank a reasonable opportunity to comment on such documents (which comments 4.14 shall be considered in good faith), and prior construed to limit the Closing Date, Malvern shall provide First Bank with the final documentation evidencing that the actions contemplated herein have been effectuated. (e) The provisions right of this Section 7.8 are solely for the benefit of the Parties to this Agreement, and no employee, any dependent or beneficiary thereof, or any other individual associated therewith shall be regarded for any purpose as a third-party beneficiary of this Agreement. In no event shall the terms of this Agreement: (i) establish, amend, or modify any Malvern Benefit Plan or any employee benefit plan, program, policy, agreement or arrangement maintained or sponsored by First Bank, Malvern SBC or any of their respective Affiliates; (ii) alter or limit the ability of any First Bank Entity (including, after the Closing Date, the Malvern Entities) to amend, modify or terminate any Malvern Benefit Plan or any other employee benefit plan, program, policy, agreement or arrangement after the Closing Date; or (iii) confer upon any current or former employee or other service provider any right to employment or continued employment or continued service with any First Bank Entity its Subsidiaries (including, following the Closing Date, Sabal Palm) to amend or terminate any Sabal Palm Benefit Plan or other employee benefit plan, to the Malvern Entitiesextent such amendment or termination is permitted by the terms of the applicable plan, nor shall anything in this Section 4.14 be construed to require SBC or any of its Subsidiaries (including, following the Closing Date, Sabal Palm) to retain the employment of any particular Covered Employee for any fixed period of time following the Closing Date, and the continued retention (or termination) by SBC or any of its Subsidiaries of any Covered Employee subsequent to the Effective Time shall be subject in all events to SBC’s or its applicable Subsidiary’s normal and customary employment procedures and practices, including customary background screening and evaluation procedures, and satisfactory employment performance. (e) If, within six (6) months after the Effective Time, any Covered Employee (other than those Covered Employees who receive change in control benefits or retention benefits pursuant to employment or retention agreements with Sabal Palm), is terminated by SBC or constitute its Subsidiaries other than (i) “for cause” or create (ii) as a result of death, disability or unsatisfactory job performance, then SBC shall pay severance to such Covered Employee in an employment agreement with any employee, or interfere with or restrict amount as set forth in any way the rights severance policies set forth in Section 4.14(e)(i) of the Surviving Corporation, Malvern, First Bank or any Subsidiary or Affiliate thereof Seacoast Disclosure Letter (and based upon the non-exempt and exempt status and/or title for the Covered Employee with Sabal Palm at the Closing). Any severance to discharge or terminate which a Covered Employee may be entitled in connection with a termination occurring more than six (6) months after the services Effective Time will be as set forth in the severance policies set forth in Section 4.14(e)(ii) of any employee or other service provider at any time for any reason whatsoeverthe Seacoast Disclosure Letter. (f) Malvern and Malvern Bank At or before the Closing Sabal Palm shall take or cause to be taken all such actions as may be necessary to effect make the actions payments set forth below relating to Malvern’s employee stock ownership plan (the “Malvern ESOP”) prior to or simultaneous with the Effective Time, as applicable. Effective on the fifth (5th) Business Day before the Effective Time, the ESOP shall be terminated (the “ESOP Termination Date”). No new participants shall be admitted on or after the ESOP Termination Date and all existing ESOP participants’ accounts shall become fully vested and 100% non-forfeitable. Malvern Bank shall direct the ESOP trustee to remit a sufficient number of shares of Malvern Common Stock held in the Malvern ESOP’s Loan Suspense Account (as defined in Section 2.01(z4.14(f) of the Malvern ESOP) to Malvern to repay the outstanding ESOP loan in full, with each remitted share to be valued equal to the closing price of Malvern Common Stock on the day immediately prior to the ESOP Termination Date. All remaining shares of Malvern Common Stock held by the ESOP as of the Effective Time shall be exchanged for the Merger Consideration. After repayment of the outstanding ESOP loan and the exchange of the shares of Malvern Common Stock for the Merger Consideration, the Merger Consideration received upon conversion of the remaining shares of Malvern Common Stock held in the Malvern ESOP’s Loan Suspense Account shall be deemed to be earnings and shall be allocated as earnings to the accounts of the ESOP participants who are employed as of the ESOP Termination Date based on their account balances under the ESOP as of the ESOP Termination Date and distributed to ESOP participants after the receipt of a favorable determination letter from the IRS. No benefit distributions shall be made from the ESOP without the prior written consent of First Bank before the IRS issues a favorable determination letter with respect to the tax-qualified status of the ESOP on termination unless otherwise required by law. Prior to the Effective Time, Malvern shall take all such actions as are necessary to submit the application for favorable determination letter in advance of the Effective Time (and to provide First Bank with the opportunity to review the application for a favorable determination letter at least twenty (20) days prior to the filing date with the IRS), and following the Effective Time, First Bank shall use its best efforts in good faith to obtain such favorable determination letter as promptly as possible (including, but not limited to, making such changes to the ESOP as may be required by the IRS as a condition to its issuance of a favorable determination letter). Xxxxxxx, Malvern Bank, and following the Effective Time, First Bank, will adopt such amendments to the ESOP to effect the provisions of this Section 7.8(f). Promptly following the receipt of a favorable determination letter from the IRS regarding the qualified status of the ESOP upon its termination, the account balances in the ESOP shall either be distributed to participants and beneficiaries or transferred to an eligible tax-qualified retirement plan or individual retirement account as a participant or beneficiary may directCompany Disclosure Letter. (g) Employees of Malvern as of the date of the Agreement who remain employed by Xxxxxxx as of the Effective Time and whose employment is terminated by First Bank or Malvern Bank (absent termination for cause) within the time period set forth in Section 7.8(g)(i) of Malvern’s Disclosure Memorandum shall receive severance pay equal to the amounts set forth in Section 7.8(g) of First Bank’s Disclosure Memorandum, subject to receipt of an effective release of claims from the employee receiving such severance payment, which release shall be in form and substance reasonably satisfactory to Malvern and First Bank. In addition, Xxxxxxx shall be permitted to grant retention bonuses to Employees of Malvern as of the date of this Agreement who remain employed by Xxxxxxx as of the Effective Time, with such Employees and retention bonus amounts determined mutually between Malvern and First Bank.

Employee Benefits and Contracts. (a) Unless otherwise agreed between Except as contemplated by this Agreement, from and after the Effective Time and while employed by Xxxxxxx, Xxxxxxx shall provide to the officers and employees actively employed by a First Bank and a Covered Employee, for the period beginning Texas Entity on the Closing Date and ending on the one year anniversary of the Closing Date (or such shorter period of employment, as the case may be), each employee of Malvern who remains employed by the Surviving Corporation or any First Bank Entity after the Closing Date (each, a “Covered EmployeeEmployees”) shall receive (i) an annual rate of salary or wages and annual cash bonus opportunity that is no less favorable than the annual rate of salary or wages, or bonus opportunity, as applicable, provided to such Covered employee benefits under Simmons’ Employee by Malvern as of immediately prior to the Closing and (ii) benefits (excluding equity and other long-term incentive awards) Benefit Plans that are substantially comparable in the aggregate to the benefits provided offered to similarly situated employees of First BankSimmons, including, severance benefits in accordance with the applicable severance policy of Simmons (other than to any Covered Employee who is party to an individual agreement or letter that entitles such person to different severance or termination benefits than those provided under Simmons’ xxxxxxxxx policy); provided, that until in no event shall any Covered Employee be eligible to participate in any closed or frozen plan of any Simmons Entity. Until such time as First Bank shall cause the Covered Employees to participate commence participation in the applicable First Bank employee benefit plansEmployee Benefit Plans of Simmons, the Covered Employees’ continued participation of the Covered Employees in Malvern a comparable First Texas Benefit Plans Plan shall be deemed to satisfy the foregoing provisions of this clause Section 7.8 (it being understood that participation in First Bank’s employee benefit plans Simmons’ Employee Benefit Plans may commence at different times with respect to each of First Bank’s employee benefit plansSimmons’ Employee Benefit Plans). (b) . For purposes of determining a Covered Employee’s eligibility to participate in, and vesting under First Bank’s employee benefit plans (other than any defined benefit pension planunder, post-employment health or welfare planSimmons’ Employee Benefit Plans, or equity incentive plan), the service and for purposes of determining a Covered Employee Employee’s entitlement to paid time off under Simmons’ paid time off program, each Covered Employee’s service with a Malvern First Texas Entity prior to the Effective Time shall be treated as service by such Covered Employee with a First Bank Entity Simmons Entity, to the same extent that such service was recognized by the Malvern First Texas Entities under for purposes of a corresponding Malvern similar First Texas Benefit Plan; provided, that such recognition of service shall not (i) operate to duplicate any benefits of a Covered Employee with respect to the same period of service or (ii) apply for purposes of any plan, program, policy, agreement program or arrangement (x) under which similarly-situated employees of First Bank Simmons Entities do not receive credit for prior service or service, (y) that is grandfathered or frozen, either with respect to level of benefits or participation. In no event shall any Covered Employee be eligible to participate in any closed , or frozen plan (z) for purposes of any First Bank Entityretiree medical benefits or level of benefits under a defined benefit pension plan. (cb) The Malvern If requested by Simmons in a writing delivered to First Texas following the date hereof and at least ten (10) days prior to the Closing Date, the applicable First Texas Entities shall take all necessary action use commercially reasonably efforts (including without limitation the adoption of resolutions and amendments to any plan amendments documents, and the delivery of any required notices) to terminate, effective as of the no later than at least one day before the Closing DateDate and contingent upon the Closing, any Malvern Benefit Plan that is intended to constitute a tax-qualified defined contribution plan under Section the First Texas BHC, Inc. 401(k) of Plan (the Internal Revenue Code (a “First Texas 401(k) Plan”)) and the ESOP. Malvern First Texas shall provide First Bank Simmons with a reasonable opportunity to (x) review a copy of the resolutions, plan amendments, notices and other documents prepared to effectuate the termination of the First Texas 401(k) Plan in advance and give First Bank a reasonable opportunity to ESOP and (y) comment on such documents (which comments shall be considered by Simmons in good faith), and prior to the Closing Date, Malvern First Texas shall provide First Bank Simmons with the final documentation evidencing that the First Texas 401(k) Plan has and ESOP have been terminatedterminated in accordance with this Section. With respect to the terminated ESOP and First Texas 401(k) Plan, the parties agree to submit an “Application for Determination for Terminating Plan” for the ESOP and the First Texas 401(k) Plan with the IRS. (dc) Upon request by First Bank Simmons in writing at least ten (10) days prior to the Closing Date, the Malvern First Texas Entities shall cooperate in good faith with First Bank, effective on Closing Date, and conditioned upon the consummation of the transaction contemplated hereby, Simmons to amend, freeze, terminate or modify any Malvern other First Texas Benefit Plan to the extent and in the manner (i) reasonably determined by Simmons in consultation in good faith with the First Bank Texas Entities, to be effective upon the Closing Date (or at such different time mutually agreed to by the parties) and (ii) consistent with applicable Law. Malvern First Texas shall provide First Bank Simmons with a reasonable opportunity to (x) review a copy of the resolutions, plan amendments, notices and other documents prepared to effectuate the actions contemplated by this Section 7.8(d7.8(c), as applicable, and give First Bank a reasonable opportunity to (y) comment on such documents (which comments shall be considered by Simmons in good faith), and on or prior to the Closing Date, Malvern First Texas shall provide First Bank Simmons with the final documentation evidencing that the actions contemplated herein have been effectuated. (ed) The provisions of this Section 7.8 are solely for the benefit of the Parties to this Agreement, and no employeeCovered Employee, any dependent current or beneficiary thereof, former employee or any other individual associated therewith shall be regarded for any purpose as a third-party beneficiary of this Agreement. In no event shall the terms of this Agreement: (i) establish, amend, or modify any Malvern First Texas Benefit Plan or any “employee benefit plan” as defined in Section 3(3) of ERISA, or any other benefit plan, program, policy, agreement or arrangement maintained or sponsored by Xxxxxxx, First Bank, Malvern Texas or any of their respective Affiliates; (ii) alter or limit the ability of Simmons or any First Bank Entity Simmons Subsidiaries (including, after the Closing Date, the Malvern First Texas Entities) to amend, modify or terminate any Malvern First Texas Benefit Plan Plan, employment agreement or any other employee benefit or employment plan, program, policy, agreement or arrangement after the Closing Date; or (iii) confer upon any current or former employee employee, officer, director or other service provider consultant, any right to employment or continued employment or continued service with Simmons or any First Bank Entity Simmons Subsidiaries (including, following the Closing Date, the Malvern First Texas Entities), or constitute or create an employment agreement with any employee, or interfere with or restrict in any way the rights of the Surviving Corporation, MalvernFirst Texas, First Bank Simmons or any Subsidiary or Affiliate thereof to discharge or terminate the services of any employee employee, officer, director or other service provider consultant of First Texas or any of its Subsidiaries or affiliates at any time for any reason whatsoever. (f) Malvern and Malvern Bank shall take or cause to be taken all such actions as may be necessary to effect the actions set forth below relating to Malvern’s employee stock ownership plan (the “Malvern ESOP”) prior to or simultaneous with the Effective Time, as applicable. Effective on the fifth (5th) Business Day before the Effective Time, the ESOP shall be terminated (the “ESOP Termination Date”). No new participants shall be admitted on or after the ESOP Termination Date and all existing ESOP participants’ accounts shall become fully vested and 100% non-forfeitable. Malvern Bank shall direct the ESOP trustee to remit a sufficient number of shares of Malvern Common Stock held in the Malvern ESOP’s Loan Suspense Account (as defined in Section 2.01(z) of the Malvern ESOP) to Malvern to repay the outstanding ESOP loan in full, with each remitted share to be valued equal to the closing price of Malvern Common Stock on the day immediately prior to the ESOP Termination Date. All remaining shares of Malvern Common Stock held by the ESOP as of the Effective Time shall be exchanged for the Merger Consideration. After repayment of the outstanding ESOP loan and the exchange of the shares of Malvern Common Stock for the Merger Consideration, the Merger Consideration received upon conversion of the remaining shares of Malvern Common Stock held in the Malvern ESOP’s Loan Suspense Account shall be deemed to be earnings and shall be allocated as earnings to the accounts of the ESOP participants who are employed as of the ESOP Termination Date based on their account balances under the ESOP as of the ESOP Termination Date and distributed to ESOP participants after the receipt of a favorable determination letter from the IRS. No benefit distributions shall be made from the ESOP or without the prior written consent of First Bank before the IRS issues a favorable determination letter with respect to the tax-qualified status of the ESOP on termination unless otherwise required by law. Prior to the Effective Time, Malvern shall take all such actions as are necessary to submit the application for favorable determination letter in advance of the Effective Time (and to provide First Bank with the opportunity to review the application for a favorable determination letter at least twenty (20) days prior to the filing date with the IRS), and following the Effective Time, First Bank shall use its best efforts in good faith to obtain such favorable determination letter as promptly as possible (including, but not limited to, making such changes to the ESOP as may be required by the IRS as a condition to its issuance of a favorable determination letter). Xxxxxxx, Malvern Bank, and following the Effective Time, First Bank, will adopt such amendments to the ESOP to effect the provisions of this Section 7.8(f). Promptly following the receipt of a favorable determination letter from the IRS regarding the qualified status of the ESOP upon its termination, the account balances in the ESOP shall either be distributed to participants and beneficiaries or transferred to an eligible tax-qualified retirement plan or individual retirement account as a participant or beneficiary may directcause. (g) Employees of Malvern as of the date of the Agreement who remain employed by Xxxxxxx as of the Effective Time and whose employment is terminated by First Bank or Malvern Bank (absent termination for cause) within the time period set forth in Section 7.8(g)(i) of Malvern’s Disclosure Memorandum shall receive severance pay equal to the amounts set forth in Section 7.8(g) of First Bank’s Disclosure Memorandum, subject to receipt of an effective release of claims from the employee receiving such severance payment, which release shall be in form and substance reasonably satisfactory to Malvern and First Bank. In addition, Xxxxxxx shall be permitted to grant retention bonuses to Employees of Malvern as of the date of this Agreement who remain employed by Xxxxxxx as of the Effective Time, with such Employees and retention bonus amounts determined mutually between Malvern and First Bank.

Employee Benefits and Contracts. (a) Unless otherwise agreed between First Bank Following the Effective Time, SBC shall maintain or cause to be maintained employee benefit plans and a Covered Employee, compensation opportunities for the period beginning benefit of employees (as a group) who are full-time active employees of Business Bank and/or its subsidiaries on the Closing Date and ending on the one year anniversary of the Closing Date (or such shorter period of employment, as the case may be), each employee of Malvern who remains employed by the Surviving Corporation or any First Bank Entity after the Closing Date (each, a “Covered EmployeeEmployees”) shall receive (i) an annual rate of salary or wages that provide employee benefits and annual cash bonus opportunity that is no less favorable than compensation opportunities which, in the annual rate of salary or wagesaggregate, or bonus opportunity, as applicable, provided to such Covered Employee by Malvern as of immediately prior to the Closing and (ii) benefits (excluding equity and other long-term incentive awards) that are substantially comparable in the aggregate to the employee benefits provided and compensation opportunities that are made available on a uniform and non-discriminatory basis to similarly situated employees of First BankSBC or its Subsidiaries, as applicable; provided, that until such time as First Bank shall cause the Covered Employees to participate in the applicable First Bank employee benefit plans, the continued participation of the Covered Employees in Malvern Benefit Plans shall be deemed to satisfy the foregoing provisions of this clause (it being understood that participation in First Bank’s employee benefit plans may commence at different times with respect to each of First Bank’s employee benefit plans). (b) For purposes of determining a Covered Employee’s eligibility to participate and vesting under First Bank’s employee benefit plans (other than any defined benefit pension plan, post-employment health or welfare plan, or equity incentive plan), the service of a Covered Employee with a Malvern Entity prior to the Effective Time shall be treated as service with a First Bank Entity to the same extent that such service was recognized by the Malvern Entities under a corresponding Malvern Benefit Plan; providedhowever, that such recognition of service shall not (i) operate to duplicate any benefits of a Covered Employee with respect to the same period of service or (ii) apply for purposes of any plan, program, policy, agreement or arrangement (x) under which similarly-situated employees of First Bank Entities do not receive credit for prior service or (y) that is grandfathered or frozen, either with respect to level of benefits or participation. In in no event shall any Covered Employee be eligible to participate in any closed or frozen plan of SBC or its Subsidiaries; and provided further that in no event shall SBC be required to take into account any First retention arrangements or equity compensation when determining whether employee benefits are substantially comparable. SBC shall give the Covered Employees full credit for their prior service with Business Bank Entityand its Subsidiaries (i) for purposes of eligibility (including initial participation and eligibility for current benefits) and vesting under any qualified or non-qualified employee benefit plan maintained by SBC and in which Covered Employees may be eligible to participate and (ii) for all purposes under any welfare benefit plans, vacation plans and similar arrangements maintained by SBC. (b) With respect to any employee benefit plan of SBC that is a health, dental, vision or other welfare plan in which any Covered Employee is eligible to participate, for the plan year in which such Covered Employee is first eligible to participate, SBC or its applicable Subsidiary shall use its commercially reasonable best efforts to (i) cause any pre-existing condition limitations or eligibility waiting periods under such SBC or Subsidiary plan to be waived with respect to such Covered Employee to the extent such condition was or would have been covered under the Business Bank Benefit Plan in which such Covered Employee participated immediately prior to the Effective Time, and (ii) recognize any health, dental, vision or other welfare expenses incurred by such Covered Employee in the year that includes the Closing Date (or, if later, the year in which such Covered Employee is first eligible to participate) for purposes of any applicable deductible and annual out-of-pocket expense requirements under any such health, dental, vision or other welfare plan. (c) The Malvern Entities Prior to the Effective Time, Business Bank shall take all actions requested by SBC that may be necessary action or appropriate to (including without limitation i) cause Business Bank’s 401(k) Plan or one or more of the adoption of resolutions and plan amendments and the delivery of any required notices) Business Bank Benefits Plans to terminate, effective terminate as of the day before Effective Time, or as of a date immediately preceding the Closing DateEffective Time, (ii) cause benefit accruals and entitlements under any Malvern Business Bank Benefit Plan that is intended to constitute a tax-qualified defined contribution plan under Section 401(k) cease as of the Internal Revenue Code (a “401(k) Plan”). Malvern shall provide First Bank with a copy Effective Time, or as of the date immediately preceding the Effective Time, (iii) cause the continuation on and after the Effective Time of any contract, arrangement or insurance policy relating to any Business Bank Benefit Plan for such period as may be requested by SBC, or (iv) facilitate the merger of any Business Bank Benefit Plan into any employee benefit plan maintained by SBC or an SBC Subsidiary. All resolutions, plan amendmentsnotices, notices and or other documents prepared to effectuate issued, adopted or executed in connection with the termination implementation of the 401(kthis Section 4.14(c) Plan in advance and give First Bank a reasonable opportunity to comment on such documents (which comments shall be considered in good faith)subject to SBC’s reasonable prior review and approval, and prior to the Closing Datewhich shall not be unreasonably withheld, Malvern shall provide First Bank with the final documentation evidencing that the 401(k) Plan has been terminatedconditioned, or delayed. (d) Upon request by First Bank Nothing in writing prior to the Closing Date, the Malvern Entities shall cooperate in good faith with First Bank, effective on Closing Date, and conditioned upon the consummation of the transaction contemplated hereby, to amend, freeze, terminate or modify any Malvern Benefit Plan to the extent and in the manner determined by First Bank effective upon the Closing Date (or at such different time mutually agreed to by the parties) and consistent with applicable Law. Malvern shall provide First Bank with a copy of the resolutions, plan amendments, notices and other documents prepared to effectuate the actions contemplated by this Section 7.8(d), as applicable, and give First Bank a reasonable opportunity to comment on such documents (which comments 4.14 shall be considered in good faith), and prior construed to limit the Closing Date, Malvern shall provide First Bank with the final documentation evidencing that the actions contemplated herein have been effectuated. (e) The provisions right of this Section 7.8 are solely for the benefit of the Parties to this Agreement, and no employee, any dependent or beneficiary thereof, or any other individual associated therewith shall be regarded for any purpose as a third-party beneficiary of this Agreement. In no event shall the terms of this Agreement: (i) establish, amend, or modify any Malvern Benefit Plan or any employee benefit plan, program, policy, agreement or arrangement maintained or sponsored by First Bank, Malvern SBC or any of their respective Affiliates; (ii) alter or limit the ability of any First Bank Entity (including, after the Closing Date, the Malvern Entities) to amend, modify or terminate any Malvern Benefit Plan or any other employee benefit plan, program, policy, agreement or arrangement after the Closing Date; or (iii) confer upon any current or former employee or other service provider any right to employment or continued employment or continued service with any First Bank Entity its Subsidiaries (including, following the Closing Date, Business Bank) to amend or terminate any Business Bank Benefit Plan or other employee benefit plan, to the Malvern Entitiesextent such amendment or termination is permitted by the terms of the applicable plan, nor shall anything in this Section 4.14 be construed to require SBC or any of its Subsidiaries (including, following the Closing Date, Business Bank) to retain the employment of any particular Covered Employee for any fixed period of time following the Closing Date, and the continued retention (or termination) by SBC or any of its Subsidiaries of any Covered Employee subsequent to the Effective Time shall be subject in all events to SBC’s or its applicable Subsidiary’s normal and customary employment procedures and practices, including customary background screening and evaluation procedures, and satisfactory employment performance. (e) If, within six (6) months after the Effective Time, any Covered Employee (other than those Covered Employees who receive change in control benefits or retention benefits pursuant to employment or retention agreements with Business Bank), is terminated by SBC or constitute its Subsidiaries other than (i) “for cause” or create (ii) as a result of death, disability or unsatisfactory job performance, then SBC shall pay severance to such Covered Employee in an employment agreement with any employee, or interfere with or restrict amount as set forth in any way the rights severance policies set forth in Section 4.14(e)(i) of the Surviving Corporation, Malvern, First Seacoast Disclosure Letter (and based upon the non-exempt and exempt status and/or title for the Covered Employee with Business Bank or any Subsidiary or Affiliate thereof at the Closing). Any severance to discharge or terminate which a Covered Employee may be entitled in connection with a termination occurring more than six (6) months after the services Effective Time will be as set forth in the severance policies set forth in Section 4.14(e)(ii) of any employee or other service provider at any time for any reason whatsoeverthe Seacoast Disclosure Letter. (f) Malvern and Malvern At or prior to the Closing, Business Bank shall take or cause to be taken all such actions as may be necessary to effect make the actions payments set forth below relating to Malvern’s employee stock ownership plan (the “Malvern ESOP”) prior to or simultaneous with the Effective Time, as applicable. Effective on the fifth (5th) Business Day before the Effective Time, the ESOP shall be terminated (the “ESOP Termination Date”). No new participants shall be admitted on or after the ESOP Termination Date and all existing ESOP participants’ accounts shall become fully vested and 100% non-forfeitable. Malvern Bank shall direct the ESOP trustee to remit a sufficient number of shares of Malvern Common Stock held in the Malvern ESOP’s Loan Suspense Account (as defined in Section 2.01(z4.14(f) of the Malvern ESOP) to Malvern to repay the outstanding ESOP loan in full, with each remitted share to be valued equal to the closing price of Malvern Common Stock on the day immediately prior to the ESOP Termination Date. All remaining shares of Malvern Common Stock held by the ESOP as of the Effective Time shall be exchanged for the Merger Consideration. After repayment of the outstanding ESOP loan and the exchange of the shares of Malvern Common Stock for the Merger Consideration, the Merger Consideration received upon conversion of the remaining shares of Malvern Common Stock held in the Malvern ESOP’s Loan Suspense Account shall be deemed to be earnings and shall be allocated as earnings to the accounts of the ESOP participants who are employed as of the ESOP Termination Date based on their account balances under the ESOP as of the ESOP Termination Date and distributed to ESOP participants after the receipt of a favorable determination letter from the IRS. No benefit distributions shall be made from the ESOP without the prior written consent of First Bank before the IRS issues a favorable determination letter with respect to the tax-qualified status of the ESOP on termination unless otherwise required by law. Prior to the Effective Time, Malvern shall take all such actions as are necessary to submit the application for favorable determination letter in advance of the Effective Time (and to provide First Bank with the opportunity to review the application for a favorable determination letter at least twenty (20) days prior to the filing date with the IRS), and following the Effective Time, First Bank shall use its best efforts in good faith to obtain such favorable determination letter as promptly as possible (including, but not limited to, making such changes to the ESOP as may be required by the IRS as a condition to its issuance of a favorable determination letter). Xxxxxxx, Malvern Bank, and following the Effective Time, First Bank, will adopt such amendments to the ESOP to effect the provisions of this Section 7.8(f). Promptly following the receipt of a favorable determination letter from the IRS regarding the qualified status of the ESOP upon its termination, the account balances in the ESOP shall either be distributed to participants and beneficiaries or transferred to an eligible tax-qualified retirement plan or individual retirement account as a participant or beneficiary may directSeacoast Disclosure Letter. (g) Employees of Malvern as of the date of the Agreement who remain employed by Xxxxxxx as of the Effective Time and whose employment is terminated by First Bank or Malvern Bank (absent termination for cause) within the time period set forth in Section 7.8(g)(i) of Malvern’s Disclosure Memorandum shall receive severance pay equal to the amounts set forth in Section 7.8(g) of First Bank’s Disclosure Memorandum, subject to receipt of an effective release of claims from the employee receiving such severance payment, which release shall be in form and substance reasonably satisfactory to Malvern and First Bank. In addition, Xxxxxxx shall be permitted to grant retention bonuses to Employees of Malvern as of the date of this Agreement who remain employed by Xxxxxxx as of the Effective Time, with such Employees and retention bonus amounts determined mutually between Malvern and First Bank.

Employee Benefits and Contracts. (a) Unless otherwise agreed between First Bank Following the Effective Time, Purchaser shall provide generally to officers and a Covered Employee, for the period beginning on the Closing Date and ending on the one year anniversary employees of the Closing Date Target Entities (or such shorter period of employment, as the case may be), each employee of Malvern who remains employed by the Surviving Corporation continue employment with Purchaser or any First Bank Entity after the Closing Date (eachof its Subsidiaries) employee benefits on terms and conditions which, when taken as a “Covered Employee”) shall receive (i) an annual rate of salary or wages and annual cash bonus opportunity that is no less favorable than the annual rate of salary or wageswhole, or bonus opportunity, as applicable, provided to such Covered Employee by Malvern as of immediately prior to the Closing and (ii) benefits (excluding equity and other long-term incentive awards) that are substantially comparable in the aggregate similar to the benefits those then currently provided by Purchaser to its other similarly situated employees of First Bank; provided, that until such time as First Bank shall cause the Covered Employees to participate in the applicable First Bank employee benefit plans, the continued participation of the Covered Employees in Malvern Benefit Plans shall be deemed to satisfy the foregoing provisions of this clause (it being understood that participation in First Bank’s employee benefit plans may commence at different times with respect to each of First Bank’s employee benefit plans). (b) officers and employees. For purposes of benefit accrual (but only for purposes of determining benefits accruing under payroll practices such as vacation policy or under fringe benefit programs that do not rise to the level of a Covered Employee’s “plan” within the meaning of Section 3(3) of ERISA) and for purposes of determining eligibility to participate and vesting under First Bank’s determinations in connection with the provision of any such employee benefit plans (benefits generally, service with the Target Entities prior to the Effective Date shall be counted. Purchaser shall also honor in accordance with their terms all employment, severance, consulting, option and other than any defined benefit pension plan, post-employment health or welfare plan, or equity incentive plan), the service contracts of a Covered Employee with compensatory nature to the extent disclosed in the Target Disclosure Memorandum between any Target Entity and any current or former director, officer or employee thereof, and no other contracts of the types described that are not so disclosed shall be deemed to be assumed by Purchaser by reason of this Section 8.12. If Purchaser shall terminate any “group health plan,” within the meaning of Section 4980B(g)(2) of the Internal Revenue Code, in which one or more employees of a Malvern Target Entity participated immediately prior to the Effective Time (a “Company Health Plan”), Purchaser shall be treated as service with a First Bank Entity use its best efforts to cause any successor group health plan to waive any underwriting requirements; to give credit for any such employee’s participation in the Company Health Plan prior to the same extent that such service was recognized by the Malvern Entities under a corresponding Malvern Benefit Plan; provided, that such recognition of service shall not (i) operate to duplicate any benefits of a Covered Employee with respect to the same period of service or (ii) apply Effective Time for purposes of applying any planwaiting period and/or pre-existing condition limitations set forth therein; and, programif such transition occurs during the middle of the plan year for such a Company Health Plan, policy, agreement or arrangement (x) under which similarly-situated employees of First Bank Entities do not receive to give credit for prior service or (y) that is grandfathered or frozen, either with respect to level of benefits or participation. In no event shall any Covered Employee be eligible to participate in any closed or frozen plan towards satisfaction of any First Bank Entity. annual deductible limitation and out-of pocket maximum applied under such successor group health plan for any deductible amounts and co-payments previously paid by any such employee respecting his or her participation in that Company Health Plan during that plan year prior to the Effective Time. Purchaser also shall be considered a successor employer for and shall provide to “qualified beneficiaries,” determined immediately prior to the Effective Time, under any Target Plan appropriate “continuation coverage” (cas those terms are defined in Section 4980B of the Internal Revenue Code) The Malvern following the Effective Time under either the Target Plan or any successor group health plan maintained by Purchaser. At the request of Purchaser, the Target Entities shall will take all necessary appropriate action (including without limitation the adoption of resolutions and plan amendments and the delivery of any required notices) to terminate, effective as of prior to the day before the Closing DateEffective Time, any Malvern Benefit Plan retirement plan maintained by the Target Entities that is intended to constitute a tax-be qualified defined contribution plan under Section 401(k401(a) of the Internal Revenue Code (a “401(k) Plan”). Malvern shall provide First Bank with a copy of the resolutions, plan amendments, notices and other documents prepared to effectuate the termination of the 401(k) Plan in advance and give First Bank a reasonable opportunity to comment on such documents (which comments shall be considered in good faith), and prior to the Closing Date, Malvern shall provide First Bank with the final documentation evidencing that the 401(k) Plan has been terminatedCode. (d) Upon request by First Bank in writing prior to the Closing Date, the Malvern Entities shall cooperate in good faith with First Bank, effective on Closing Date, and conditioned upon the consummation of the transaction contemplated hereby, to amend, freeze, terminate or modify any Malvern Benefit Plan to the extent and in the manner determined by First Bank effective upon the Closing Date (or at such different time mutually agreed to by the parties) and consistent with applicable Law. Malvern shall provide First Bank with a copy of the resolutions, plan amendments, notices and other documents prepared to effectuate the actions contemplated by this Section 7.8(d), as applicable, and give First Bank a reasonable opportunity to comment on such documents (which comments shall be considered in good faith), and prior to the Closing Date, Malvern shall provide First Bank with the final documentation evidencing that the actions contemplated herein have been effectuated. (e) The provisions of this Section 7.8 are solely for the benefit of the Parties to this Agreement, and no employee, any dependent or beneficiary thereof, or any other individual associated therewith shall be regarded for any purpose as a third-party beneficiary of this Agreement. In no event shall the terms of this Agreement: (i) establish, amend, or modify any Malvern Benefit Plan or any employee benefit plan, program, policy, agreement or arrangement maintained or sponsored by First Bank, Malvern or any of their respective Affiliates; (ii) alter or limit the ability of any First Bank Entity (including, after the Closing Date, the Malvern Entities) to amend, modify or terminate any Malvern Benefit Plan or any other employee benefit plan, program, policy, agreement or arrangement after the Closing Date; or (iii) confer upon any current or former employee or other service provider any right to employment or continued employment or continued service with any First Bank Entity (including, following the Closing Date, the Malvern Entities), or constitute or create an employment agreement with any employee, or interfere with or restrict in any way the rights of the Surviving Corporation, Malvern, First Bank or any Subsidiary or Affiliate thereof to discharge or terminate the services of any employee or other service provider at any time for any reason whatsoever. (f) Malvern and Malvern Bank shall take or cause to be taken all such actions as may be necessary to effect the actions set forth below relating to Malvern’s employee stock ownership plan (the “Malvern ESOP”) prior to or simultaneous with the Effective Time, as applicable. Effective on the fifth (5th) Business Day before the Effective Time, the ESOP shall be terminated (the “ESOP Termination Date”). No new participants shall be admitted on or after the ESOP Termination Date and all existing ESOP participants’ accounts shall become fully vested and 100% non-forfeitable. Malvern Bank shall direct the ESOP trustee to remit a sufficient number of shares of Malvern Common Stock held in the Malvern ESOP’s Loan Suspense Account (as defined in Section 2.01(z) of the Malvern ESOP) to Malvern to repay the outstanding ESOP loan in full, with each remitted share to be valued equal to the closing price of Malvern Common Stock on the day immediately prior to the ESOP Termination Date. All remaining shares of Malvern Common Stock held by the ESOP as of the Effective Time shall be exchanged for the Merger Consideration. After repayment of the outstanding ESOP loan and the exchange of the shares of Malvern Common Stock for the Merger Consideration, the Merger Consideration received upon conversion of the remaining shares of Malvern Common Stock held in the Malvern ESOP’s Loan Suspense Account shall be deemed to be earnings and shall be allocated as earnings to the accounts of the ESOP participants who are employed as of the ESOP Termination Date based on their account balances under the ESOP as of the ESOP Termination Date and distributed to ESOP participants after the receipt of a favorable determination letter from the IRS. No benefit distributions shall be made from the ESOP without the prior written consent of First Bank before the IRS issues a favorable determination letter with respect to the tax-qualified status of the ESOP on termination unless otherwise required by law. Prior to the Effective Time, Malvern shall take all such actions as are necessary to submit the application for favorable determination letter in advance of the Effective Time (and to provide First Bank with the opportunity to review the application for a favorable determination letter at least twenty (20) days prior to the filing date with the IRS), and following the Effective Time, First Bank shall use its best efforts in good faith to obtain such favorable determination letter as promptly as possible (including, but not limited to, making such changes to the ESOP as may be required by the IRS as a condition to its issuance of a favorable determination letter). Xxxxxxx, Malvern Bank, and following the Effective Time, First Bank, will adopt such amendments to the ESOP to effect the provisions of this Section 7.8(f). Promptly following the receipt of a favorable determination letter from the IRS regarding the qualified status of the ESOP upon its termination, the account balances in the ESOP shall either be distributed to participants and beneficiaries or transferred to an eligible tax-qualified retirement plan or individual retirement account as a participant or beneficiary may direct. (g) Employees of Malvern as of the date of the Agreement who remain employed by Xxxxxxx as of the Effective Time and whose employment is terminated by First Bank or Malvern Bank (absent termination for cause) within the time period set forth in Section 7.8(g)(i) of Malvern’s Disclosure Memorandum shall receive severance pay equal to the amounts set forth in Section 7.8(g) of First Bank’s Disclosure Memorandum, subject to receipt of an effective release of claims from the employee receiving such severance payment, which release shall be in form and substance reasonably satisfactory to Malvern and First Bank. In addition, Xxxxxxx shall be permitted to grant retention bonuses to Employees of Malvern as of the date of this Agreement who remain employed by Xxxxxxx as of the Effective Time, with such Employees and retention bonus amounts determined mutually between Malvern and First Bank.

Employee Benefits and Contracts. (a) Unless otherwise agreed between First Bank and a Covered Employee, for the period beginning on the Closing Date and ending on the one year anniversary All persons who are employees of the Closing Date (or such shorter period of employment, as the case may be), each employee of Malvern who remains employed by the Surviving Corporation or any First Bank Entity after the Closing Date (each, a “Covered Employee”) shall receive (i) an annual rate of salary or wages and annual cash bonus opportunity that is no less favorable than the annual rate of salary or wages, or bonus opportunity, as applicable, provided to such Covered Employee by Malvern as of Seller Entities immediately prior to the Closing and (ii) benefits (excluding equity and other long-term incentive awards) that are substantially comparable in the aggregate to the benefits provided to similarly situated employees of First Bank; provided, that until such time as First Bank shall cause the Covered Employees to participate in the applicable First Bank employee benefit plans, the continued participation of the Covered Employees in Malvern Benefit Plans shall be deemed to satisfy the foregoing provisions of this clause (it being understood that participation in First Bank’s employee benefit plans may commence at different times with respect to each of First Bank’s employee benefit plans). (b) For purposes of determining a Covered Employee’s eligibility to participate and vesting under First Bank’s employee benefit plans (other than any defined benefit pension plan, post-employment health or welfare plan, or equity incentive plan), the service of a Covered Employee with a Malvern Entity prior to the Effective Time shall be treated as service with a First Bank Entity to the same extent that such service was recognized by the Malvern Entities under a corresponding Malvern Benefit Plan; provided, that such recognition of service shall not (i) operate to duplicate any benefits of a Covered Employee with respect to the same period of service or (ii) apply for purposes of any plan, program, policy, agreement or arrangement (x) under which similarly-situated employees of First Bank Entities do not receive credit for prior service or (y) that is grandfathered or frozen, either with respect to level of benefits or participation. In no event shall any Covered Employee be eligible to participate in any closed or frozen plan of any First Bank Entity. (c) The Malvern Entities shall take all necessary action (including without limitation the adoption of resolutions and plan amendments and the delivery of any required notices) to terminate, effective as of the day before the Closing Date, any Malvern Benefit Plan that is intended to constitute a tax-qualified defined contribution plan under Section 401(k) of the Internal Revenue Code (a “401(k) Plan”). Malvern shall provide First Bank with a copy of the resolutions, plan amendments, notices and other documents prepared to effectuate the termination of the 401(k) Plan in advance and give First Bank a reasonable opportunity to comment on such documents (which comments shall be considered in good faith), and prior to the Closing Date, Malvern shall provide First Bank with the final documentation evidencing that the 401(k) Plan has been terminated. (d) Upon request by First Bank in writing prior to the Closing Date, the Malvern Entities shall cooperate in good faith with First Bank, effective on Closing Date, and conditioned upon the consummation of the transaction contemplated hereby, to amend, freeze, terminate or modify any Malvern Benefit Plan to the extent and in the manner determined by First Bank effective upon the Closing Date (or at such different time mutually agreed to by the parties) and consistent with applicable Law. Malvern shall provide First Bank with a copy of the resolutions, plan amendments, notices and other documents prepared to effectuate the actions contemplated by this Section 7.8(d), as applicable, and give First Bank a reasonable opportunity to comment on such documents (which comments shall be considered in good faith), and prior to the Closing Date, Malvern shall provide First Bank with the final documentation evidencing that the actions contemplated herein have been effectuated. (e) The provisions of this Section 7.8 are solely for the benefit of the Parties to this Agreement, and no employee, any dependent or beneficiary thereof, or any other individual associated therewith shall be regarded for any purpose as a third-party beneficiary of this Agreement. In no event shall the terms of this Agreement: (i) establish, amend, or modify any Malvern Benefit Plan or any employee benefit plan, program, policy, agreement or arrangement maintained or sponsored by First Bank, Malvern or any of their respective Affiliates; (ii) alter or limit the ability of any First Bank Entity (including, after the Closing Date, the Malvern Entities) to amend, modify or terminate any Malvern Benefit Plan or any other employee benefit plan, program, policy, agreement or arrangement after the Closing Date; or (iii) confer upon any current or former employee or other service provider any right to employment or continued employment or continued service with any First Bank Entity (including, following the Closing Date, the Malvern Entities), or constitute or create an employment agreement with any employee, or interfere with or restrict in any way the rights of the Surviving Corporation, Malvern, First Bank or any Subsidiary or Affiliate thereof to discharge or terminate the services of any employee or other service provider at any time for any reason whatsoever. (f) Malvern and Malvern Bank shall take or cause to be taken all such actions as may be necessary to effect the actions set forth below relating to Malvern’s employee stock ownership plan (the “Malvern ESOP”) prior to or simultaneous with the Effective Time, as applicable. Effective on the fifth (5th) Business Day before the Effective Time, the ESOP shall be terminated (the “ESOP Termination Date”). No new participants shall be admitted on or after the ESOP Termination Date and all existing ESOP participants’ accounts shall become fully vested and 100% non-forfeitable. Malvern Bank shall direct the ESOP trustee to remit a sufficient number of shares of Malvern Common Stock held in the Malvern ESOP’s Loan Suspense Account (as defined in Section 2.01(z) of the Malvern ESOP) to Malvern to repay the outstanding ESOP loan in full, with each remitted share to be valued equal to the closing price of Malvern Common Stock on the day immediately prior to the ESOP Termination Date. All remaining shares of Malvern Common Stock held by the ESOP as of the Effective Time shall be exchanged for the Merger Consideration. After repayment of the outstanding ESOP loan and the exchange of the shares of Malvern Common Stock for the Merger Consideration, the Merger Consideration received upon conversion of the remaining shares of Malvern Common Stock held in the Malvern ESOP’s Loan Suspense Account shall be deemed to be earnings and shall be allocated as earnings to the accounts of the ESOP participants who are employed as of the ESOP Termination Date based on their account balances under the ESOP as of the ESOP Termination Date and distributed to ESOP participants after the receipt of a favorable determination letter from the IRS. No benefit distributions shall be made from the ESOP without the prior written consent of First Bank before the IRS issues a favorable determination letter with respect to the tax-qualified status of the ESOP on termination unless otherwise required by law. Prior to the Effective Time, Malvern shall take all such actions as are necessary to submit the application for favorable determination letter in advance of the Effective Time (and to provide First Bank with the opportunity to review the application for a favorable determination letter at least twenty (20) days prior to the filing date with the IRS), and following the Effective Time, First Bank shall use its best efforts in good faith to obtain such favorable determination letter as promptly as possible (including, but not limited to, making such changes to the ESOP as may be required by the IRS as a condition to its issuance of a favorable determination letter). Xxxxxxx, Malvern Bank, and following the Effective Time, First Bank, will adopt such amendments to the ESOP to effect the provisions of this Section 7.8(f). Promptly following the receipt of a favorable determination letter from the IRS regarding the qualified status of the ESOP upon its termination, the account balances in the ESOP shall either be distributed to participants and beneficiaries or transferred to an eligible tax-qualified retirement plan or individual retirement account as a participant or beneficiary may direct. (g) Employees of Malvern as of the date of the Agreement who remain employed by Xxxxxxx as of the Effective Time and whose employment is terminated not terminated, if any, at or prior to the Effective Time (a “Continuing Employee”) shall, at the Effective Time, become employees of First Community; provided, however, that in no event shall any of the employees of the Seller Entities be officers of Buyer or First Community, or have or exercise any power or duty conferred upon such an officer, unless and until duly elected or appointed to such position by the Board of Directors of Buyer or First Bank Community and in accordance with the bylaws of Buyer or Malvern Bank (absent termination for cause) within First Community. All of the time period Continuing Employees shall be employed at the will of First Community, and no contractual right to employment shall inure to such employees because of this Agreement except as may be otherwise expressly set forth in Section 7.8(g)(ithis Agreement. (b) As of Malvern’s Disclosure Memorandum shall receive severance pay equal to the amounts set forth in Section 7.8(g) of First Bank’s Disclosure MemorandumEffective Time, subject to receipt of an effective release of claims from the employee receiving such severance payment, which release each Continuing Employee shall be eligible to participate in form each of Buyer’s Employee Benefit Plans with full credit for prior service with Seller solely for purposes of eligibility and substance reasonably satisfactory vesting. (c) As of the Effective Time, Buyer shall make available employer-provided benefits under Buyer Employee Benefit Plans to Malvern and each Continuing Employee on the same basis as it provides such coverage to Buyer or First BankCommunity employees. With respect to Buyer Employee Benefit Plans providing health coverage, Buyer shall use commercially reasonable efforts to cause any pre-existing condition, eligibility waiting period, or other limitations or exclusions otherwise applicable under such plans to new employees not to apply to a Continuing Employee or their covered dependents who were covered under a similar Seller plan at the Effective Time of the Merger. In addition, Xxxxxxx if any such transition occurs during the middle of a plan year, Buyer shall be permitted use commercially reasonable efforts to grant retention bonuses cause any such successor Buyer Employee Benefit Plan providing health coverage to Employees give credit towards satisfaction of Malvern any annual deductible limitation and out-of-pocket maximum applied under such successor plan for any deductible, co-payment and other cost-sharing amounts previously paid by a Continuing Employee respecting his or her participation in the corresponding Seller Employee Benefit Plan during that plan year prior to the transition effective date. (d) Simultaneously herewith, or prior to the Merger, J. Xxxxxxxx Xxxxxx, Xxxx X. Xxxxxx, Xxx X. Xxxxx, Xxxxxx X. Xxxx, XX, and Xxxxx X. Xxxx (each, an “Executive Officer”) shall enter into agreements in the forms of Exhibits X-0, X-0, X-0, X-0, X-0, X-0, X-0, and B-8, respectively (the “Officer Service Agreements”). (e) Seller shall use its reasonable best efforts to cause each holder of Seller Warrants to execute and deliver a Warrant Cash-Out Agreement dated as of the date hereof in the form of Exhibit C pursuant to which such holder agrees that such holders outstanding Seller Warrants will be cancelled as of the Effective in exchange for a one-time cash payment in an amount equal to (i) the number of Seller Warrants such holder currently holds, times (ii) one dollar ($1.00); provided, however, that Warrant Cash-Out Agreements from any holders of Seller Warrants that are not directors or officers of Seller or the Bank may be sought following the execution of this Agreement. Simultaneously herewith, each of the directors and officers of Seller or the Bank that hold Seller Warrants shall have entered into a Warrant Cash-Out Agreement. (f) Seller shall use its reasonable best efforts to cause each holder of Seller Options to execute and deliver an Option Cash-Out Agreement who remain employed by Xxxxxxx dated as of the date hereof in the form of Exhibit D pursuant to which he or she agrees to cancel his or her outstanding Seller Options as of the Effective Time in exchange for a one-time cash payment in an amount equal to (i) the number of Seller Options he or she currently holds, times (ii) the differential between the exercise price of his or her Seller Options and $11.00; provided, however, that Option Cash-Out Agreements from any holders of Seller Options that are not directors or Executive Officers of Seller or the Bank may be sought following the execution of this Agreement. Simultaneously herewith, each of the directors and Executive Officers of Seller or the Bank that hold Seller Options shall have entered into an Option Cash-Out Agreement. (g) Seller shall use its reasonable best efforts to cause each of Seller’s directors to execute and deliver a Non-Compete Agreement dated as of the date hereof (and which shall be effective as of the Effective Time) in the form of Exhibit E. (h) Seller shall use its reasonable best efforts to cause each of Seller’s Executive Officers and directors to execute and deliver a Support Agreement dated as of the date hereof in the form of Exhibit F pursuant to which he or she will vote his or her shares of Seller Common Stock in favor of this Agreement and the transactions contemplated hereby. (i) No officer, employee, or other Person (other than the corporate Parties to this Agreement) shall be deemed a third party or other beneficiary of this Agreement, and no such Person shall have any right or other entitlement to enforce any provision of this Agreement or seek any remedy in connection with such Employees and retention bonus amounts determined mutually between Malvern and First Bankthis Agreement, except as may be expressly set forth in Section 7.11. No provision of this Agreement constitutes or shall be deemed to constitute, an employee benefit plan or other arrangement, an amendment of any employee benefit plan or other arrangement, or any provision of any employee benefit plan or other arrangement.

Employee Benefits and Contracts. (a) Unless otherwise agreed between First Bank Following the Effective Time, except as contemplated by this Agreement, Buyer shall provide generally to officers and a Covered Employee, for the period beginning on the Closing Date and ending on the one year anniversary employees of the Closing Date Target Entities as of the Effective Time (“Affected Employees”) employee benefits under employee benefit and welfare plans (other than any frozen or such shorter period of employmentgrandfathered plans, as which includes the case may beBuyer Entities’ defined benefit pension plans and retiree medical plans), each employee of Malvern who remains employed on terms and conditions which when taken as a whole are substantially similar to those currently provided by the Surviving Corporation or any First Bank Entity after the Closing Date (each, a “Covered Employee”) shall receive (i) an annual rate of salary or wages and annual cash bonus opportunity that is no less favorable than the annual rate of salary or wages, or bonus opportunity, as applicable, provided Buyer Entities to such Covered Employee by Malvern as of immediately prior to the Closing and (ii) benefits (excluding equity and other long-term incentive awards) that are substantially comparable in the aggregate to the benefits provided to their similarly situated employees of First Bankofficers and employees; provided, that until such time as First Bank Buyer shall cause the Covered Affected Employees to participate in the applicable First Bank employee benefit plansplans of the Buyer Entities, the an Affected Employee’s continued participation in the benefit plans of the Covered Employees in Malvern Benefit Plans Target Entities shall be deemed to satisfy the foregoing provisions of this clause sentence (it being understood that participation in First Bank’s employee benefit the Buyer plans may commence at different times with respect to each Buyer plan); provided, further, that, for a period of First Bank12 months after the Effective Time, Buyer shall provide generally to Affected Employees (other than any such officers or employees who are party to an individual agreement that provides for severance benefits) severance benefits in accordance with the severance policy of Target as disclosed in Section 7.8 of its Disclosure Memorandum. For purposes of participation, vesting and benefit accrual under Buyer’s employee benefit plans). (b) For purposes of determining a Covered Employee’s eligibility to participate and vesting under First Bank’s employee benefit plans (other than any defined benefit pension plan, post-employment health or welfare plan, or equity incentive plan), the service of a Covered Employee with a Malvern Entity the Affected Employees prior to the Effective Time shall be treated as service with a First Bank Buyer Entity participating in such employee benefit plans to the same extent each such Affected Employee was entitled to service credit under a similar Target Benefit Plan; provided that such service was recognized by credit shall not be provided (x) under any defined benefit pension plans or retiree medical plans or programs of Buyer and its Affiliates or with respect to the Malvern Entities level of allocations to any retirement plans of Buyer and its Affiliates, (y) if it would result in a duplication of benefits or (z) with respect to any frozen or grandfathered Employee Benefit Plan of Buyer or its Affiliates or newly established Employee Benefit Plans of Buyer or its Affiliates that do not provide credit for past service to similarly situated employees of Buyer or its Affiliates. (b) Buyer shall, or shall cause the Surviving Corporation to, assume and honor the obligations of Target and its Subsidiaries under a corresponding Malvern all employment, severance, consulting, retirement and other compensation Contracts disclosed in Section 7.8(b) of its Disclosure Memorandum between any Target Entity and any current or former director, officer or employee thereof, and all provisions for vested benefits or other vested amounts earned or accrued through the Effective Time under the Target Benefit PlanPlans, in accordance with their terms; provided, that such recognition of service shall not (i) operate to duplicate any benefits of a Covered Employee with respect to the same period of service or (ii) apply for purposes of determining the “highest annual bonus amount” (or other term, provision or concept of similar import) during the relevant look back period in such Contracts, Buyer agrees that it shall take into account all bonuses paid by Target or its Subsidiaries to the relevant officer or employee since January 1, 2008 when making such determination. Buyer hereby acknowledges that the Merger shall constitute a “change in control” (or concept of similar import) in accordance with the provisions of the employment, severance, consulting, retirement and other compensation Contracts of Target and the other Target Benefit Plans. Except as set forth in this Section 7.8, Buyer shall, or shall cause the Surviving Corporation, after consummation of the Merger to, pay all amounts provided under such Target Benefit Plans and Contracts as a result of a change in control of Target, as applicable, in accordance with their respective terms, and to honor all rights and privileges under any plan, program, policy, agreement or arrangement (x) under such Target Benefit Plans which similarly-situated employees become effective as a result of First Bank Entities do not receive credit for prior service or (y) that is grandfathered or frozen, either with respect to level of benefits or participation. In no event shall any Covered Employee be eligible to participate such change in any closed or frozen plan of any First Bank Entitycontrol. (c) The Malvern Entities Prior to the Effective Time, if requested by Buyer in writing in advance of the Effective Time, Target shall take all necessary action (action, including without limitation the adoption of resolutions and and/or plan amendments and amendments, to terminate the delivery of any required notices) to terminate, effective as of the day before the Closing Date, any Malvern Benefit Plan that is intended to constitute a tax-qualified defined contribution plan under Section Target 401(k) of Plan effective immediately prior to the Internal Revenue Code (Effective Time. If Buyer makes such a “request to terminate the Target 401(k) Plan”). Malvern , Target shall provide First Bank Buyer with a copy of the resolutions, resolutions and/or plan amendments, notices and other documents prepared to effectuate the termination of the 401(k) Plan in advance and give First Bank a reasonable opportunity to comment on such documents (which comments shall be considered in good faith), and prior to the Closing Date, Malvern shall provide First Bank with the final documentation amendments evidencing that the Target 401(k) Plan has been terminatedterminated in accordance with its terms. (d) Upon request by First Bank in writing prior to Without limiting the Closing Dategenerality of Section 10.8, the Malvern Entities shall cooperate in good faith with First Bank, effective on Closing Date, and conditioned upon the consummation of the transaction contemplated hereby, to amend, freeze, terminate or modify any Malvern Benefit Plan to the extent and in the manner determined by First Bank effective upon the Closing Date (or at such different time mutually agreed to by the parties) and consistent with applicable Law. Malvern shall provide First Bank with a copy of the resolutions, plan amendments, notices and other documents prepared to effectuate the actions contemplated by this Section 7.8(d), as applicable, and give First Bank a reasonable opportunity to comment on such documents (which comments shall be considered in good faith), and prior to the Closing Date, Malvern shall provide First Bank with the final documentation evidencing that the actions contemplated herein have been effectuated. (e) The provisions of this Section 7.8 are solely for the benefit of the Parties parties to this Agreement, Agreement and no current or former employee, any dependent officer, director or beneficiary thereof, independent contractor or any other individual associated therewith shall be regarded for any purpose as a third-party beneficiary of this Agreement. In no event Nothing in this Agreement shall the terms of this Agreement: (i) establish, amend, or modify be construed as an amendment to any Malvern Target Benefit Plan or other Employee Benefit Plan for any purpose. No provision of this Agreement shall create any right in any employee benefit planor officer of a Target Entity to continued employment by any Buyer Entity, programincluding Surviving Corporation, policy, agreement or arrangement maintained or sponsored by First Bank, Malvern or any of their respective Affiliates; (ii) alter or limit preclude the ability of any First Bank Entity (includingBuyer Entity, after the Closing Date, the Malvern Entities) to amend, modify or terminate any Malvern Benefit Plan or any other employee benefit plan, program, policy, agreement or arrangement after the Closing Date; or (iii) confer upon any current or former employee or other service provider any right to employment or continued employment or continued service with any First Bank Entity (including, following the Closing Date, the Malvern Entities), or constitute or create an employment agreement with any employee, or interfere with or restrict in any way the rights of the including Surviving Corporation, Malvern, First Bank or any Subsidiary or Affiliate thereof to discharge or terminate the services employment of any employee or other service provider at any time officer for any reason whatsoeverreason. (f) Malvern and Malvern Bank shall take or cause to be taken all such actions as may be necessary to effect the actions set forth below relating to Malvern’s employee stock ownership plan (the “Malvern ESOP”) prior to or simultaneous with the Effective Time, as applicable. Effective on the fifth (5th) Business Day before the Effective Time, the ESOP shall be terminated (the “ESOP Termination Date”). No new participants shall be admitted on or after the ESOP Termination Date and all existing ESOP participants’ accounts shall become fully vested and 100% non-forfeitable. Malvern Bank shall direct the ESOP trustee to remit a sufficient number of shares of Malvern Common Stock held in the Malvern ESOP’s Loan Suspense Account (as defined in Section 2.01(z) of the Malvern ESOP) to Malvern to repay the outstanding ESOP loan in full, with each remitted share to be valued equal to the closing price of Malvern Common Stock on the day immediately prior to the ESOP Termination Date. All remaining shares of Malvern Common Stock held by the ESOP as of the Effective Time shall be exchanged for the Merger Consideration. After repayment of the outstanding ESOP loan and the exchange of the shares of Malvern Common Stock for the Merger Consideration, the Merger Consideration received upon conversion of the remaining shares of Malvern Common Stock held in the Malvern ESOP’s Loan Suspense Account shall be deemed to be earnings and shall be allocated as earnings to the accounts of the ESOP participants who are employed as of the ESOP Termination Date based on their account balances under the ESOP as of the ESOP Termination Date and distributed to ESOP participants after the receipt of a favorable determination letter from the IRS. No benefit distributions shall be made from the ESOP without the prior written consent of First Bank before the IRS issues a favorable determination letter with respect to the tax-qualified status of the ESOP on termination unless otherwise required by law. Prior to the Effective Time, Malvern shall take all such actions as are necessary to submit the application for favorable determination letter in advance of the Effective Time (and to provide First Bank with the opportunity to review the application for a favorable determination letter at least twenty (20) days prior to the filing date with the IRS), and following the Effective Time, First Bank shall use its best efforts in good faith to obtain such favorable determination letter as promptly as possible (including, but not limited to, making such changes to the ESOP as may be required by the IRS as a condition to its issuance of a favorable determination letter). Xxxxxxx, Malvern Bank, and following the Effective Time, First Bank, will adopt such amendments to the ESOP to effect the provisions of this Section 7.8(f). Promptly following the receipt of a favorable determination letter from the IRS regarding the qualified status of the ESOP upon its termination, the account balances in the ESOP shall either be distributed to participants and beneficiaries or transferred to an eligible tax-qualified retirement plan or individual retirement account as a participant or beneficiary may direct. (g) Employees of Malvern as of the date of the Agreement who remain employed by Xxxxxxx as of the Effective Time and whose employment is terminated by First Bank or Malvern Bank (absent termination for cause) within the time period set forth in Section 7.8(g)(i) of Malvern’s Disclosure Memorandum shall receive severance pay equal to the amounts set forth in Section 7.8(g) of First Bank’s Disclosure Memorandum, subject to receipt of an effective release of claims from the employee receiving such severance payment, which release shall be in form and substance reasonably satisfactory to Malvern and First Bank. In addition, Xxxxxxx shall be permitted to grant retention bonuses to Employees of Malvern as of the date of this Agreement who remain employed by Xxxxxxx as of the Effective Time, with such Employees and retention bonus amounts determined mutually between Malvern and First Bank.

Employee Benefits and Contracts. (a) Unless otherwise agreed between First Bank and For a period of one year following the Effective Time, except as contemplated by this Agreement, WSFS shall, or shall cause the Surviving Corporation to, provide to employees who are actively employed by a Bryn Mawr Entity at the Effective Time (“Covered Employee, for the period beginning on Employees”) while employed by WSFS following the Closing Date employee benefits under WSFS Benefit Plans, on terms and ending on conditions which are, in the one year anniversary of the Closing Date (or such shorter period of employmentaggregate, as the case may be), each employee of Malvern who remains employed by the Surviving Corporation or any First Bank Entity after the Closing Date (each, a “Covered Employee”) shall receive (i) an annual rate of salary or wages and annual cash bonus opportunity that is no less favorable than the annual rate of salary or wages, or bonus opportunity, as applicable, provided to such Covered Employee by Malvern as of immediately prior to the Closing and (ii) benefits (excluding equity and other long-term incentive awards) that are substantially comparable in the aggregate to the benefits those provided by WSFS Entities to their similarly situated employees of First Bankemployees; provided, that until in no event shall any Covered Employee be eligible to participate in any closed or frozen plan of any WSFS Entity. Until such time as First Bank WSFS shall cause the Covered Employees to participate in the applicable First Bank employee benefit plansWSFS Benefit Plans, the continued participation of the Covered Employees in Malvern the Bryn Mawr Benefit Plans shall be deemed to satisfy the foregoing provisions of this clause (it being understood that participation in First Bank’s employee benefit plans WSFS Benefit Plans may commence at different times with respect to each of First Bank’s employee benefit plansWSFS Benefit Plans). (b) . For purposes of determining eligibility to participate and vesting under WSFS Benefit Plans, and for purposes of determining a Covered Employee’s eligibility entitlement to participate and vesting paid time off under First BankWSFS’s employee benefit plans (other than any defined benefit pension plan, post-employment health or welfare plan, or equity incentive plan)paid time off program, the service of a the Covered Employee Employees with a Malvern Bryn Mawr Entity prior to the Effective Time shall be treated as service with a First Bank WSFS Entity participating in such WSFS Benefit Plans, to the same extent that such service was recognized by the Malvern Bryn Mawr Entities under for purposes of a corresponding Malvern Benefit Plansimilar benefit plan; provided, that such recognition of service shall not (i) operate to duplicate any benefits of a Covered Employee with respect to the same period of service or (ii) apply for purposes of any plan, program, policy, agreement program or arrangement (x) under which similarly-situated employees of First Bank WSFS Entities do not receive credit for prior service or service, (y) that is grandfathered or frozen, either with respect to level of benefits or participation. In no event shall any , or (z) for purposes of retiree medical benefits or level of benefits under a defined benefit pension plan. (b) From and after the Effective Time, without limiting the generality of Section 7.8(a), with respect to each Covered Employee be (and their beneficiaries) WSFS shall use reasonable best efforts to cause each life, disability, medical, dental or health plan of WSFS or its Subsidiaries in which each such Covered Employee becomes eligible to participate in (to the extent permitted by the applicable carrier) to (i) waive any closed preexisting condition limitations to the extent such conditions were covered under the applicable life, disability, medical, dental or frozen health plans of the Bryn Mawr Entities, (ii) provide credit under medical, dental and health plans for any deductibles, co-payment and out-of-pocket expenses incurred by the Covered Employees (and their beneficiaries) under analogous plans of the Bryn Mawr Entities prior to the Effective Time during the portion of the applicable plan year prior to participation, and (iii) waive any waiting period limitation, actively-at-work requirement or evidence of insurability requirement that would otherwise be applicable to such Covered Employees and their beneficiaries on or after the Effective Time to the extent such employee or beneficiary had satisfied any First Bank Entitysimilar limitation or requirement under an analogous plan prior to the Effective Time. (c) The Malvern Entities shall Bryn Mawr shall, effective no later than 90 days prior to the anticipated Closing Date, take all necessary action (and appropriate actions, including without limitation the adoption of resolutions any plan amendment, loan policy amendment and plan amendments and the delivery of communications to participants, to provide that no further participant loans may be taken from any required notices) to terminate, effective as of the day before the Closing Date, any Malvern Bryn Mawr Benefit Plan that is intended to constitute a tax-qualified defined contribution plan under Section with a 401(k) of feature (the Internal Revenue Code (a “Bryn Mawr 401(k) Plan”). Malvern The form and substance of the amendments, documents and notices effecting such action shall provide First Bank with a be subject to the prior review and written approval of WSFS (such approval not to be unreasonably withheld, conditioned or delayed), and Bryn Mawr shall deliver to WSFS an executed or final copy of the resolutions, plan such amendments, documents and notices and other shall fully comply with such amendments, documents prepared and notices. Bryn Mawr shall, effective no later than the day immediately preceding the Closing Date (the “401(k) Plan Termination Date”) and contingent upon the Closing, adopt such necessary resolutions and/or amendments to effectuate the termination Bryn Mawr 401(k) Plan to terminate the Bryn Mawr 401(k) Plan as of the 401(k) Plan in advance Termination Date. The form and give First Bank a reasonable opportunity to comment on substance of such documents (which comments resolutions and any necessary amendments shall be considered in good faithsubject to the prior review and written approval of WSFS (such approval not to be unreasonably withheld, conditioned or delayed), and prior Bryn Mawr shall deliver to WSFS an executed copy of such resolutions and any necessary amendments as soon as practicable following their adoption by the Closing Date, Malvern board of directors of Bryn Mawr and shall provide First Bank fully comply with the final documentation evidencing that the 401(k) Plan has been terminatedsuch resolutions and any necessary amendments. (d) Upon request by First Bank WSFS in writing prior to the Closing Date, the Malvern Bryn Mawr Entities shall cooperate in good faith with First Bank, effective on WSFS prior to the Closing Date, and conditioned upon the consummation of the transaction contemplated hereby, Date to amend, freeze, terminate or modify any Malvern other Bryn Mawr Benefit Plan to the extent and in the manner determined by First Bank WSFS effective upon the Closing Date (or at such different time mutually agreed to by the partiesParties) and consistent with applicable Law. Malvern Bryn Mawr shall provide First Bank WSFS with a copy of the resolutions, plan amendments, notices and other documents prepared to effectuate the actions contemplated by this Section 7.8(d), as applicable, and give First Bank WSFS a reasonable opportunity to comment on such documents (which comments shall be considered in good faith), and prior to the Closing Date, Malvern Bryn Mawr shall provide First Bank WSFS with the final documentation evidencing that the actions contemplated herein have been effectuated. (e) The provisions Without limiting the generality of this Section 7.8 are solely for the benefit of the Parties to 10.4, nothing in this Agreement, and no expressed or implied, is intended to confer upon any Person, including any current or former employee, officer, director or consultant of Bryn Mawr or any dependent of its Subsidiaries or beneficiary thereofAffiliates, any rights, remedies, obligations, or any other individual associated therewith shall be regarded for any purpose as a third-party beneficiary liabilities under or by reason of this Agreement. In no event shall the terms of this Agreement: (i) establish, amend, or modify any Malvern Bryn Mawr Benefit Plan or any “employee benefit plan” as defined in Section 3(3) of ERISA, or any other benefit plan, program, policy, agreement or arrangement maintained or sponsored by First BankWSFS, Malvern Bryn Mawr or any of their respective Affiliates; , (ii) alter or limit the ability of Surviving Corporation, WSFS or any First Bank Entity (including, after the Closing Date, the Malvern Entities) of their Subsidiaries or Affiliates to amend, modify or terminate any Malvern Bryn Mawr Benefit Plan Plan, employment agreement or any other employee benefit or employment plan, program, policy, agreement or arrangement after the Closing Date; , or (iii) confer upon any current or former employee employee, officer, director or other service provider consultant of Bryn Mawr or any of its Subsidiaries or Affiliates, any right to employment or continued employment or continued service with WSFS or any First Bank Entity (including, following the Closing DateWSFS Subsidiaries, the Malvern Surviving Corporation or the Bryn Mawr Entities), or constitute or create an employment agreement with any employee, or interfere with or restrict in any way the rights of the Surviving Corporation, MalvernBryn Mawr, First Bank WSFS or any Subsidiary or Affiliate thereof to discharge or terminate the services of any employee employee, officer, director or other service provider consultant of Bryn Mawr or any of its Subsidiaries or Affiliates at any time for any reason whatsoever, with or without cause. (f) Malvern and Malvern Bank On the Closing Date, Bryn Mawr shall take or cause to be taken all such actions as may be necessary to effect the actions set forth below relating to Malvern’s employee stock ownership plan (the provide WSFS with a list of employees who have suffered an “Malvern ESOP”) prior to or simultaneous with the Effective Time, as applicable. Effective on the fifth (5th) Business Day before the Effective Time, the ESOP shall be terminated (the “ESOP Termination Date”). No new participants shall be admitted on or after the ESOP Termination Date and all existing ESOP participants’ accounts shall become fully vested and 100% non-forfeitable. Malvern Bank shall direct the ESOP trustee to remit a sufficient number of shares of Malvern Common Stock held in the Malvern ESOP’s Loan Suspense Account employment loss” (as defined in Section 2.01(zthe WARN Act) of the Malvern ESOP) to Malvern to repay the outstanding ESOP loan in full, with each remitted share to be valued equal to the closing price of Malvern Common Stock on the day immediately prior to the ESOP Termination Date. All remaining shares of Malvern Common Stock held by the ESOP as of the Effective Time shall be exchanged for the Merger Consideration. After repayment of the outstanding ESOP loan and the exchange of the shares of Malvern Common Stock for the Merger Consideration, the Merger Consideration received upon conversion of the remaining shares of Malvern Common Stock held in the Malvern ESOP’s Loan Suspense Account shall be deemed to be earnings and shall be allocated as earnings to 90 days preceding the accounts of the ESOP participants who are employed as of the ESOP Termination Closing Date based on their account balances under the ESOP as of the ESOP Termination Date and distributed to ESOP participants after the receipt or had a reduction in hours of a favorable determination letter from the IRS. No benefit distributions shall be made from the ESOP without the prior written consent of First Bank before the IRS issues a favorable determination letter with respect to the tax-qualified status of the ESOP on termination unless otherwise required by law. Prior to the Effective Time, Malvern shall take all such actions as are necessary to submit the application for favorable determination letter in advance of the Effective Time (and to provide First Bank with the opportunity to review the application for a favorable determination letter at least twenty (20) days prior to the filing date with the IRS), and following the Effective Time, First Bank shall use its best efforts in good faith to obtain such favorable determination letter as promptly as possible (including, but not limited to, making such changes to the ESOP as may be required by the IRS as a condition to its issuance of a favorable determination letter). Xxxxxxx, Malvern Bank, and following the Effective Time, First Bank, will adopt such amendments to the ESOP to effect the provisions of this Section 7.8(f). Promptly following the receipt of a favorable determination letter from the IRS regarding the qualified status of the ESOP upon its termination, the account balances 50% in the ESOP shall either be distributed to participants 180 days preceding the Closing Date, each identified by date of employment loss or reduction in hours, employing entity and beneficiaries or transferred to an eligible tax-qualified retirement plan or individual retirement account as a participant or beneficiary may directfacility location. (g) Employees To the extent any payments or benefits made with respect to, or which could arise as a result of, this Agreement or the transactions contemplated hereby, could be characterized as an “excess parachute payment” within the meaning of Malvern as Section 280G(b)(1) of the date Internal Revenue Code, Bryn Mawr shall, prior to the Closing Date, cooperate in good faith with WSFS to effect reasonable measures to minimize any such payments or benefits from being characterized as “excess parachute payments” within the meaning of Section 280G(b)(1) of the Agreement who remain employed by Xxxxxxx as of Internal Revenue Code. (h) The parties shall perform the Effective Time and whose employment is terminated by First Bank or Malvern Bank (absent termination for cause) within the time period actions set forth in on Section 7.8(g)(i) 7.8 of Malverneach of Bryn Mawr’s Disclosure Memorandum shall receive severance pay equal to the amounts set forth in Section 7.8(g) of First Bankand WSFS’s Disclosure Memorandum, subject to receipt of an effective release of claims from the employee receiving such severance payment, which release shall be in form and substance reasonably satisfactory to Malvern and First Bank. In addition, Xxxxxxx shall be permitted to grant retention bonuses to Employees of Malvern as of the date of this Agreement who remain employed by Xxxxxxx as of the Effective Time, with such Employees and retention bonus amounts determined mutually between Malvern and First Bank.

Employee Benefits and Contracts. (a) Unless otherwise agreed between First Bank and a Covered Employee, for the period beginning on the Closing Date and ending on the one year anniversary All persons who are employees of the Closing Date (or such shorter period of employment, as the case may be), each employee of Malvern who remains employed by the Surviving Corporation or any First Bank Entity after the Closing Date (each, a “Covered Employee”) shall receive (i) an annual rate of salary or wages and annual cash bonus opportunity that is no less favorable than the annual rate of salary or wages, or bonus opportunity, as applicable, provided to such Covered Employee by Malvern as of PLMT Entities immediately prior to the Closing and (ii) benefits (excluding equity and other long-term incentive awards) that are substantially comparable in the aggregate to the benefits provided to similarly situated employees of First Bank; provided, that until such time as First Bank shall cause the Covered Employees to participate in the applicable First Bank employee benefit plans, the continued participation of the Covered Employees in Malvern Benefit Plans shall be deemed to satisfy the foregoing provisions of this clause (it being understood that participation in First Bank’s employee benefit plans may commence at different times with respect to each of First Bank’s employee benefit plans). (b) For purposes of determining a Covered Employee’s eligibility to participate and vesting under First Bank’s employee benefit plans (other than any defined benefit pension plan, post-employment health or welfare plan, or equity incentive plan), the service of a Covered Employee with a Malvern Entity prior to the Effective Time shall be treated as service with a First Bank Entity to the same extent that such service was recognized by the Malvern Entities under a corresponding Malvern Benefit Plan; provided, that such recognition of service shall not (i) operate to duplicate any benefits of a Covered Employee with respect to the same period of service or (ii) apply for purposes of any plan, program, policy, agreement or arrangement (x) under which similarly-situated employees of First Bank Entities do not receive credit for prior service or (y) that is grandfathered or frozen, either with respect to level of benefits or participation. In no event shall any Covered Employee be eligible to participate in any closed or frozen plan of any First Bank Entity. (c) The Malvern Entities shall take all necessary action (including without limitation the adoption of resolutions and plan amendments and the delivery of any required notices) to terminate, effective as of the day before the Closing Date, any Malvern Benefit Plan that is intended to constitute a tax-qualified defined contribution plan under Section 401(k) of the Internal Revenue Code (a “401(k) Plan”). Malvern shall provide First Bank with a copy of the resolutions, plan amendments, notices and other documents prepared to effectuate the termination of the 401(k) Plan in advance and give First Bank a reasonable opportunity to comment on such documents (which comments shall be considered in good faith), and prior to the Closing Date, Malvern shall provide First Bank with the final documentation evidencing that the 401(k) Plan has been terminated. (d) Upon request by First Bank in writing prior to the Closing Date, the Malvern Entities shall cooperate in good faith with First Bank, effective on Closing Date, and conditioned upon the consummation of the transaction contemplated hereby, to amend, freeze, terminate or modify any Malvern Benefit Plan to the extent and in the manner determined by First Bank effective upon the Closing Date (or at such different time mutually agreed to by the parties) and consistent with applicable Law. Malvern shall provide First Bank with a copy of the resolutions, plan amendments, notices and other documents prepared to effectuate the actions contemplated by this Section 7.8(d), as applicable, and give First Bank a reasonable opportunity to comment on such documents (which comments shall be considered in good faith), and prior to the Closing Date, Malvern shall provide First Bank with the final documentation evidencing that the actions contemplated herein have been effectuated. (e) The provisions of this Section 7.8 are solely for the benefit of the Parties to this Agreement, and no employee, any dependent or beneficiary thereof, or any other individual associated therewith shall be regarded for any purpose as a third-party beneficiary of this Agreement. In no event shall the terms of this Agreement: (i) establish, amend, or modify any Malvern Benefit Plan or any employee benefit plan, program, policy, agreement or arrangement maintained or sponsored by First Bank, Malvern or any of their respective Affiliates; (ii) alter or limit the ability of any First Bank Entity (including, after the Closing Date, the Malvern Entities) to amend, modify or terminate any Malvern Benefit Plan or any other employee benefit plan, program, policy, agreement or arrangement after the Closing Date; or (iii) confer upon any current or former employee or other service provider any right to employment or continued employment or continued service with any First Bank Entity (including, following the Closing Date, the Malvern Entities), or constitute or create an employment agreement with any employee, or interfere with or restrict in any way the rights of the Surviving Corporation, Malvern, First Bank or any Subsidiary or Affiliate thereof to discharge or terminate the services of any employee or other service provider at any time for any reason whatsoever. (f) Malvern and Malvern Bank shall take or cause to be taken all such actions as may be necessary to effect the actions set forth below relating to Malvern’s employee stock ownership plan (the “Malvern ESOP”) prior to or simultaneous with the Effective Time, as applicable. Effective on the fifth (5th) Business Day before the Effective Time, the ESOP shall be terminated (the “ESOP Termination Date”). No new participants shall be admitted on or after the ESOP Termination Date and all existing ESOP participants’ accounts shall become fully vested and 100% non-forfeitable. Malvern Bank shall direct the ESOP trustee to remit a sufficient number of shares of Malvern Common Stock held in the Malvern ESOP’s Loan Suspense Account (as defined in Section 2.01(z) of the Malvern ESOP) to Malvern to repay the outstanding ESOP loan in full, with each remitted share to be valued equal to the closing price of Malvern Common Stock on the day immediately prior to the ESOP Termination Date. All remaining shares of Malvern Common Stock held by the ESOP as of the Effective Time shall be exchanged for the Merger Consideration. After repayment of the outstanding ESOP loan and the exchange of the shares of Malvern Common Stock for the Merger Consideration, the Merger Consideration received upon conversion of the remaining shares of Malvern Common Stock held in the Malvern ESOP’s Loan Suspense Account shall be deemed to be earnings and shall be allocated as earnings to the accounts of the ESOP participants who are employed as of the ESOP Termination Date based on their account balances under the ESOP as of the ESOP Termination Date and distributed to ESOP participants after the receipt of a favorable determination letter from the IRS. No benefit distributions shall be made from the ESOP without the prior written consent of First Bank before the IRS issues a favorable determination letter with respect to the tax-qualified status of the ESOP on termination unless otherwise required by law. Prior to the Effective Time, Malvern shall take all such actions as are necessary to submit the application for favorable determination letter in advance of the Effective Time (and to provide First Bank with the opportunity to review the application for a favorable determination letter at least twenty (20) days prior to the filing date with the IRS), and following the Effective Time, First Bank shall use its best efforts in good faith to obtain such favorable determination letter as promptly as possible (including, but not limited to, making such changes to the ESOP as may be required by the IRS as a condition to its issuance of a favorable determination letter). Xxxxxxx, Malvern Bank, and following the Effective Time, First Bank, will adopt such amendments to the ESOP to effect the provisions of this Section 7.8(f). Promptly following the receipt of a favorable determination letter from the IRS regarding the qualified status of the ESOP upon its termination, the account balances in the ESOP shall either be distributed to participants and beneficiaries or transferred to an eligible tax-qualified retirement plan or individual retirement account as a participant or beneficiary may direct. (g) Employees of Malvern as of the date of the Agreement who remain employed by Xxxxxxx as of the Effective Time and whose employment is terminated by First Bank not specifically terminated, if any, at or Malvern Bank prior to the Effective Time (absent termination for causea “Continuing Employee”) within shall, at the Effective Time or the time period set forth in Section 7.8(g)(i) of Malvern’s Disclosure Memorandum the Bank Merger, as applicable, become employees of Parent or Parent Banksub, as applicable. Parent and Parent Banksub shall receive severance pay equal to the amounts set forth in Section 7.8(g) honor all PLMT employment and change of First Bank’s Disclosure Memorandum, subject to receipt of an effective release of claims from the employee receiving such severance payment, which release shall be in form and substance reasonably satisfactory to Malvern and First Bank. In addition, Xxxxxxx shall be permitted to grant retention bonuses to Employees of Malvern control agreements existing as of the date of this Agreement who remain that have been disclosed to Parent. All of the other Continuing Employees shall be employed at will, and no contractual right with respect to employment shall inure to such employees because of this Agreement, except as otherwise contemplated by Xxxxxxx this Agreement. (b) As of the Effective Time, each Continuing Employee shall be eligible to participate in Parent’s 401(k) and other retirement plans with full credit for prior service with PLMT for purposes of eligibility and vesting (but not benefit accruals). (c) Except as provided in the last sentence of this Section 7.8(e), as of the Effective Time, Parent shall make available employer-provided health and other employee welfare benefit plans to each Continuing Employee on substantially the same basis as it provides such coverage to similarly-situated Parent employees except that any pre-existing condition, eligibility waiting period, or other limitations or exclusions otherwise applicable under such plans to new employees shall not apply to a Continuing Employee or their covered dependents if they did not apply under a similar PLMT plan at the Effective Time of the Merger. In addition, if any such transition occurs during a plan year, Parent shall use commercially reasonable efforts to cause any such successor Parent Employee Benefit Plan providing health coverage to give credit towards satisfaction of any annual deductible limitation and out-of-pocket maximum applied under such successor plan for any deductible, co-payment and other cost-sharing amounts previously paid by a Continuing Employee respecting his or her participation in the corresponding PLMT Benefit Plan during that plan year prior to the transition effective date. Notwithstanding the foregoing, and in lieu of same, Parent may continue PLMT’s health and other employee welfare benefit plans for each Continuing Employee as in effect immediately prior to the Effective Time. (d) With respect to employee benefit plans of Parent and its Subsidiaries not addressed in Sections (c) or (d) above, Parent and its Subsidiaries shall Parent shall make such plans available to each Continuing Employee on substantially the same basis as it provides such coverage to similarly-situated Parent employees and shall take into account for purposes of eligibility and vesting (but not benefit accrual) (except that there shall not be any benefit accrual for past service under any qualified defined benefit pension plan), the service of such employees with PLMT and its Subsidiaries as if such service were with Parent and its Subsidiaries. Continuing Employees will retain credit for unused sick leave and retention bonus amounts determined mutually between Malvern vacation pay for unused vacation days for the current year only without carryover of vacation days for prior years, which has been accrued as of the Effective Time. For purposes of determining the accrual of Continuing Employees to sick leave and First Bankvacation pay following the Effective Time, the service of such employees with PLMT shall be treated as if such service were with Parent and its Subsidiaries. (e) Continuing Employees, and any employees of PLMT or its Subsidiaries who are (i) terminated involuntarily other than for cause at the Effective Time, or who do not have employment or change of control or agreements that include severance payments or severance agreements as of the date of their termination and who are terminated involuntarily other than for cause within one year after the Effective Time, and (ii) who sign and deliver a termination and release agreement in a customary and reasonable form that is reasonably acceptable to Parent, shall be entitled to severance pay equal to two (2) weeks of severance pay (at the greater of their rate of base pay in effect at the time of termination and their base pay rate in effect at the Effective Time) for each full year of continuous service with PLMT Entities or Parent Entities, subject to a minimum of eight (8) weeks and a maximum of fifty-two (52) weeks of pay; provided that employees with fifteen (15) years of tenure will receive fifty-two (52) weeks of severance pay; and provided further that and any such terminated employees shall be entitled to continuation coverage as required by COBRA and Parent or Parent Banksub shall reimburse for COBRA coverage for four months for employees with less than fifteen (15) years of tenure and six months for employees with fifteen (15) or more years of tenure (service with PLMT or its Subsidiaries prior to the Effective Time will be treated as service to Parent or Parent Banksub for purposes of determining any severance due under this 7.8(e)). Nothing in this Section 7.8(e) shall be deemed to limit or modify the at-will employment policy of PLMT or Parent or their respective Subsidiaries. (f) No officer, employee, or other Person (other than the corporate Parties to this Agreement) shall be deemed a third-party or other beneficiary of this Section 7.8, and no such Person shall have any right or other entitlement to enforce any provision of this Agreement or seek any remedy in connection with this Agreement, except as set forth in Section 7.10.

Employee Benefits and Contracts. (a) Unless otherwise agreed between First Bank Following the Effective Time, SBC shall maintain or cause to be maintained employee benefit plans and a Covered Employee, compensation opportunities for the period beginning benefit of employees (as a group) who are full-time active employees of Professional and/or its subsidiaries on the Closing Date and ending on the one year anniversary of the Closing Date (or such shorter period of employment, as the case may be), each employee of Malvern who remains employed by the Surviving Corporation or any First Bank Entity after the Closing Date (each, a “Covered EmployeeEmployees”) shall receive (i) an annual rate of salary or wages that provide employee benefits and annual cash bonus opportunity that is no less favorable than compensation opportunities which, in the annual rate of salary or wagesaggregate, or bonus opportunity, as applicable, provided to such Covered Employee by Malvern as of immediately prior to the Closing and (ii) benefits (excluding equity and other long-term incentive awards) that are substantially comparable in the aggregate to the employee benefits provided and compensation opportunities that are made available on a uniform and non-discriminatory basis to similarly situated employees of First BankSBC or its Subsidiaries, as applicable; provided, that until such time as First Bank shall cause the Covered Employees to participate in the applicable First Bank employee benefit plans, the continued participation of the Covered Employees in Malvern Benefit Plans shall be deemed to satisfy the foregoing provisions of this clause (it being understood that participation in First Bank’s employee benefit plans may commence at different times with respect to each of First Bank’s employee benefit plans). (b) For purposes of determining a Covered Employee’s eligibility to participate and vesting under First Bank’s employee benefit plans (other than any defined benefit pension plan, post-employment health or welfare plan, or equity incentive plan), the service of a Covered Employee with a Malvern Entity prior to the Effective Time shall be treated as service with a First Bank Entity to the same extent that such service was recognized by the Malvern Entities under a corresponding Malvern Benefit Plan; providedhowever, that such recognition of service shall not (i) operate to duplicate any benefits of a Covered Employee with respect to the same period of service or (ii) apply for purposes of any plan, program, policy, agreement or arrangement (x) under which similarly-situated employees of First Bank Entities do not receive credit for prior service or (y) that is grandfathered or frozen, either with respect to level of benefits or participation. In in no event shall any Covered Employee be eligible to participate in any closed or frozen plan of SBC or its Subsidiaries; and provided further that in no event shall SBC be required to take into account any First Bank Entityretention arrangements or equity compensation when determining whether employee benefits are substantially comparable. SBC shall give the Covered Employees full credit for their prior service with Professional and its Subsidiaries (i) for purposes of eligibility (including initial participation and eligibility for current benefits) and vesting under any qualified or non-qualified employee benefit plan maintained by SBC and in which Covered Employees may be eligible to participate and (ii) for all purposes under any welfare benefit plans, vacation plans and similar arrangements maintained by SBC. (b) With respect to any employee benefit plan of SBC that is a health, dental, vision or other welfare plan in which any Covered Employee is eligible to participate, for the plan year in which such Covered Employee is first eligible to participate, SBC or its applicable Subsidiary shall use its commercially reasonable best efforts to (i) cause any pre-existing condition limitations or eligibility waiting periods under such SBC or Subsidiary plan to be waived with respect to such Covered Employee to the extent such condition was or would have been covered under the Professional Benefit Plan in which such Covered Employee participated immediately prior to the Effective Time, and (ii) recognize any health, dental, vision or other welfare expenses incurred by such Covered Employee in the year that includes the Closing Date (or, if later, the year in which such Covered Employee is first eligible to participate) for purposes of any applicable deductible and annual out-of-pocket expense requirements under any such health, dental, vision or other welfare plan. (c) The Malvern Entities Prior to the Effective Time, Professional shall take all actions requested by SBC that may be necessary action or appropriate to (including without limitation i) cause Professional’s 401(k) Plan, and one or more of the adoption of resolutions and plan amendments and the delivery of any required notices) Professional Benefits Plans to terminate, effective terminate as of the day before Effective Time, or as of the Closing Datedate immediately preceding the Effective Time, (ii) cause benefit accruals and entitlements under any Malvern Professional Benefit Plan that is intended to constitute a tax-qualified defined contribution plan under Section 401(k) cease as of the Internal Revenue Code (a “401(k) Plan”). Malvern shall provide First Bank with a copy Effective Time, or as of the date immediately preceding the Effective Time, (iii) cause the continuation on and after the Effective Time of any contract, arrangement or insurance policy relating to any Professional Benefit Plan for such period as may be requested by SBC, or (iv) facilitate the merger of any Professional Benefit Plan into any employee benefit plan maintained by SBC or an SBC Subsidiary. All resolutions, plan amendmentsnotices, notices and or other documents prepared to effectuate issued, adopted or executed in connection with the termination implementation of the 401(kthis Section 4.14(c) Plan in advance and give First Bank a reasonable opportunity to comment on such documents (which comments shall be considered in good faith)subject to SBC’s reasonable prior review and approval, and prior to the Closing Datewhich shall not be unreasonably withheld, Malvern shall provide First Bank with the final documentation evidencing that the 401(k) Plan has been terminatedconditioned, or delayed. (d) Upon request by First Bank Nothing in writing prior to the Closing Date, the Malvern Entities shall cooperate in good faith with First Bank, effective on Closing Date, and conditioned upon the consummation of the transaction contemplated hereby, to amend, freeze, terminate or modify any Malvern Benefit Plan to the extent and in the manner determined by First Bank effective upon the Closing Date (or at such different time mutually agreed to by the parties) and consistent with applicable Law. Malvern shall provide First Bank with a copy of the resolutions, plan amendments, notices and other documents prepared to effectuate the actions contemplated by this Section 7.8(d), as applicable, and give First Bank a reasonable opportunity to comment on such documents (which comments 4.14 shall be considered in good faith), and prior construed to limit the Closing Date, Malvern shall provide First Bank with the final documentation evidencing that the actions contemplated herein have been effectuated. (e) The provisions right of this Section 7.8 are solely for the benefit of the Parties to this Agreement, and no employee, any dependent or beneficiary thereof, or any other individual associated therewith shall be regarded for any purpose as a third-party beneficiary of this Agreement. In no event shall the terms of this Agreement: (i) establish, amend, or modify any Malvern Benefit Plan or any employee benefit plan, program, policy, agreement or arrangement maintained or sponsored by First Bank, Malvern SBC or any of their respective Affiliates; (ii) alter or limit the ability of any First Bank Entity (including, after the Closing Date, the Malvern Entities) to amend, modify or terminate any Malvern Benefit Plan or any other employee benefit plan, program, policy, agreement or arrangement after the Closing Date; or (iii) confer upon any current or former employee or other service provider any right to employment or continued employment or continued service with any First Bank Entity its Subsidiaries (including, following the Closing Date, Professional) to amend or terminate any Professional Benefit Plan or other employee benefit plan, to the Malvern Entitiesextent such amendment or termination is permitted by the terms of the applicable plan, nor shall anything in this Section 4.14 be construed to require SBC or any of its Subsidiaries (including, following the Closing Date, Professional) to retain the employment of any particular Covered Employee for any fixed period of time following the Closing Date, and the continued retention (or termination) by SBC or any of its Subsidiaries of any Covered Employee subsequent to the Effective Time shall be subject in all events to SBC’s or its applicable Subsidiary’s normal and customary employment procedures and practices, including customary background screening and evaluation procedures, and satisfactory employment performance. (e) If, within six (6) months after the Effective Time, any Covered Employee (other than those Covered Employees who receive change in control benefits or retention benefits pursuant to employment or retention agreements with Professional), is terminated by SBC or constitute its Subsidiaries other than (i) “for cause” or create (ii) as a result of death, disability or unsatisfactory job performance, then SBC shall pay severance to such Covered Employee in an employment agreement with any employee, or interfere with or restrict amount as set forth in any way the rights severance policies set forth in Section 4.14(e)(i) of the Surviving Corporation, Malvern, First Bank or any Subsidiary or Affiliate thereof Seacoast Disclosure Letter (and based upon the non-exempt and exempt status and/or title for the Covered Employee with Professional at the Closing). Any severance to discharge or terminate which a Covered Employee may be entitled in connection with a termination occurring more than six (6) months after the services Effective Time will be as set forth in the severance policies set forth in Section 4.14(e)(ii) of any employee or other service provider at any time for any reason whatsoeverthe Seacoast Disclosure Letter. (f) Malvern and Malvern Bank At or before the Closing, Professional shall take or cause to be taken all such actions as may be necessary to effect make the actions payments set forth below relating to Malvern’s employee stock ownership plan (the “Malvern ESOP”) prior to or simultaneous with the Effective Time, as applicable. Effective on the fifth (5th) Business Day before the Effective Time, the ESOP shall be terminated (the “ESOP Termination Date”). No new participants shall be admitted on or after the ESOP Termination Date and all existing ESOP participants’ accounts shall become fully vested and 100% non-forfeitable. Malvern Bank shall direct the ESOP trustee to remit a sufficient number of shares of Malvern Common Stock held in the Malvern ESOP’s Loan Suspense Account (as defined in Section 2.01(z4.14(f) of the Malvern ESOP) to Malvern to repay the outstanding ESOP loan in full, with each remitted share to be valued equal to the closing price of Malvern Common Stock on the day immediately prior to the ESOP Termination Date. All remaining shares of Malvern Common Stock held by the ESOP as of the Effective Time shall be exchanged for the Merger Consideration. After repayment of the outstanding ESOP loan and the exchange of the shares of Malvern Common Stock for the Merger Consideration, the Merger Consideration received upon conversion of the remaining shares of Malvern Common Stock held in the Malvern ESOP’s Loan Suspense Account shall be deemed to be earnings and shall be allocated as earnings to the accounts of the ESOP participants who are employed as of the ESOP Termination Date based on their account balances under the ESOP as of the ESOP Termination Date and distributed to ESOP participants after the receipt of a favorable determination letter from the IRS. No benefit distributions shall be made from the ESOP without the prior written consent of First Bank before the IRS issues a favorable determination letter with respect to the tax-qualified status of the ESOP on termination unless otherwise required by law. Prior to the Effective Time, Malvern shall take all such actions as are necessary to submit the application for favorable determination letter in advance of the Effective Time (and to provide First Bank with the opportunity to review the application for a favorable determination letter at least twenty (20) days prior to the filing date with the IRS), and following the Effective Time, First Bank shall use its best efforts in good faith to obtain such favorable determination letter as promptly as possible (including, but not limited to, making such changes to the ESOP as may be required by the IRS as a condition to its issuance of a favorable determination letter). Xxxxxxx, Malvern Bank, and following the Effective Time, First Bank, will adopt such amendments to the ESOP to effect the provisions of this Section 7.8(f). Promptly following the receipt of a favorable determination letter from the IRS regarding the qualified status of the ESOP upon its termination, the account balances in the ESOP shall either be distributed to participants and beneficiaries or transferred to an eligible tax-qualified retirement plan or individual retirement account as a participant or beneficiary may directCompany Disclosure Letter. (g) Employees of Malvern as of the date of the Agreement who remain employed by Xxxxxxx as of the Effective Time and whose employment is terminated by First Bank or Malvern Bank (absent termination for cause) within the time period set forth in Section 7.8(g)(i) of Malvern’s Disclosure Memorandum shall receive severance pay equal to the amounts set forth in Section 7.8(g) of First Bank’s Disclosure Memorandum, subject to receipt of an effective release of claims from the employee receiving such severance payment, which release shall be in form and substance reasonably satisfactory to Malvern and First Bank. In addition, Xxxxxxx shall be permitted to grant retention bonuses to Employees of Malvern as of the date of this Agreement who remain employed by Xxxxxxx as of the Effective Time, with such Employees and retention bonus amounts determined mutually between Malvern and First Bank.

Employee Benefits and Contracts. (a) Unless otherwise agreed between First Bank Following the Effective Time, except as contemplated by this Agreement, WSFS shall provide generally to officers and employees (as a Covered Employee, for the period beginning group) who are actively employed by an Alliance Entity on the Closing Date and ending on the one year anniversary of (“Covered Employees”) while employed by any WSFS Entity following the Closing Date (or such shorter period of employmentemployee benefits under Employee Benefit Plans, on terms and conditions which when taken as the case may be), each employee of Malvern who remains employed a whole are comparable to those currently provided by the Surviving Corporation or any First Bank Entity after the Closing Date (each, a “Covered Employee”) shall receive (i) an annual rate of salary or wages and annual cash bonus opportunity that is no less favorable than the annual rate of salary or wages, or bonus opportunity, as applicable, provided WSFS Entities to such Covered Employee by Malvern as of immediately prior to the Closing and (ii) benefits (excluding equity and other long-term incentive awards) that are substantially comparable in the aggregate to the benefits provided to their similarly situated employees of First Bankofficers and employees; provided, that until in no event shall any Covered Employee be eligible to participate in any closed or frozen plan of any WSFS Entity. Until such time as First Bank WSFS shall cause the Covered Employees to participate in the applicable First Bank employee benefit plansWSFS Employee Benefit Plans, the continued participation of the Covered Employees in Malvern the Alliance Benefit Plans shall be deemed to satisfy the foregoing provisions of this clause (it being understood that participation in First BankWSFS’s employee benefit plans Employee Benefit Plans may commence at different times with respect to each of First BankWSFS’s employee benefit plansEmployee Benefit Plans). (b) . For purposes of determining a Covered Employeeparticipation, vesting and benefit accrual under WSFS’s eligibility to participate and vesting under First Bank’s employee benefit plans (other than any defined benefit pension plan, post-employment health or welfare plan, or equity incentive plan)Employee Benefit Plans, the service of a the Covered Employee with a Malvern Entity Employees prior to the Effective Time shall be treated as service with a First Bank WSFS Entity participating in such employee benefit plans, to the same extent that such service was recognized by the Malvern Alliance Entities under for purposes of a corresponding Malvern Benefit Plansimilar benefit plan; provided, that such recognition of service shall not (i) operate to duplicate any benefits of a Covered Employee with respect to the same period of service or (ii) apply for purposes of any plan, program, policy, agreement program or arrangement (x) under which similarly-situated employees of First Bank Entities do not receive credit for prior service or (y) that is grandfathered or frozen, either with respect to level of benefits or participation, or (y) for purposes of retiree medical benefits or level of benefits under a defined benefit pension plan. In no event Covered Employees who are employed by any WSFS Entity shall retain their vacation and sick leave accrual under the Alliance Benefit Plans as of the Effective Time, provided that any future accrual of benefits under leave policies shall be in accordance with the WSFS Employee Benefit Plans, subject to carryover limitations applicable to such future accruals. WSFS agrees to amend the WSFS Employee Benefit Plans to the extent necessary to provide for the past service credits applicable to the Covered Employee be Employees referenced herein. (b) Covered Employees who are employed by any WSFS Entity and who become eligible to participate in any closed insurance policy, plan or frozen program offered by the WSFS Entities following the Effective Time shall receive full credit under such policy, plan or program for any deductibles, co-payments and out-of-pocket expenses incurred by such employees and their respective dependents under the corresponding Alliance Benefit Plan during the portion of the applicable plan year prior to such participation. In addition, the Covered Employees and their respective dependents shall not be subject to any First Bank Entityexclusion or penalty for pre-existing conditions that were covered under the corresponding Alliance Benefit Plan immediately prior to the Effective Time, or to any waiting period relating to such coverage. WSFS shall honor the plans set forth in Section 7.8(b) of the WSFS Disclosure Memorandum. (c) The Malvern If requested by WSFS in a writing delivered to Alliance following the date hereof and prior to the Closing Date, the Alliance Entities shall take all necessary action (including without limitation the adoption of resolutions and plan amendments and the delivery of any required notices) to terminate, effective as of immediately prior to the day before the Closing DateEffective Time, any Malvern Alliance Benefit Plan that is intended to constitute a tax-qualified defined contribution plan under Internal Revenue Code Section 401(k) of the Internal Revenue Code (a “401(k) Plan”). Malvern Alliance shall provide First Bank WSFS with a copy of the resolutions, plan amendments, notices and other documents prepared to effectuate the termination of the 401(k) Plan Plans in advance and give First Bank WSFS a reasonable opportunity to comment on such documents (which comments shall be considered in good faithfaith by Alliance), and prior to the Closing Date, Malvern Alliance shall provide First Bank WSFS with the final documentation evidencing that the termination of the 401(k) Plan has been terminated. (d) Upon request by First Bank in writing prior to the Closing Date, the Malvern Entities shall cooperate in good faith with First Bank, effective on Closing Date, and conditioned upon the consummation of the transaction contemplated hereby, to amend, freeze, terminate or modify any Malvern Benefit Plan to the extent and in the manner determined by First Bank effective upon the Closing Date (or at such different time mutually agreed to by the parties) and consistent with applicable Law. Malvern shall provide First Bank with a copy of the resolutions, plan amendments, notices and other documents prepared to effectuate the actions contemplated by this Section 7.8(d), as applicable, and give First Bank a reasonable opportunity to comment on such documents (which comments shall be considered in good faith), and prior to the Closing Date, Malvern shall provide First Bank with the final documentation evidencing that the actions contemplated herein have been effectuated. (e) The provisions of this Section 7.8 are solely for the benefit of the Parties to this Agreement, and no employee, any dependent or beneficiary thereof, or any other individual associated therewith shall be regarded for any purpose as a third-party beneficiary of this Agreement. In no event shall the terms of this Agreement: (i) establish, amend, or modify any Malvern Benefit Plan or any employee benefit plan, program, policy, agreement or arrangement maintained or sponsored by First Bank, Malvern or any of their respective Affiliates; (ii) alter or limit the ability of any First Bank Entity (including, after the Closing Date, the Malvern Entities) to amend, modify or terminate any Malvern Benefit Plan or any other employee benefit plan, program, policy, agreement or arrangement after the Closing Date; or (iii) confer upon any current or former employee or other service provider any right to employment or continued employment or continued service with any First Bank Entity (including, following the Closing Date, the Malvern Entities), or constitute or create an employment agreement with any employee, or interfere with or restrict in any way the rights of the Surviving Corporation, Malvern, First Bank or any Subsidiary or Affiliate thereof to discharge or terminate the services of any employee or other service provider at any time for any reason whatsoever. (f) Malvern and Malvern Bank shall take or cause to be taken all such actions as may be necessary to effect the actions set forth below relating to Malvern’s employee stock ownership plan (the “Malvern ESOP”) prior to or simultaneous with the Effective Time, as applicable. Effective on the fifth (5th) Business Day before the Effective Time, the ESOP shall be terminated (the “ESOP Termination Date”). No new participants shall be admitted on or after the ESOP Termination Date and all existing ESOP participants’ accounts shall become fully vested and 100% non-forfeitable. Malvern Bank shall direct the ESOP trustee to remit a sufficient number of shares of Malvern Common Stock held in the Malvern ESOP’s Loan Suspense Account (as defined in Section 2.01(z) of the Malvern ESOP) to Malvern to repay the outstanding ESOP loan in full, with each remitted share to be valued equal to the closing price of Malvern Common Stock on the day immediately prior to the ESOP Termination Date. All remaining shares of Malvern Common Stock held by the ESOP as of the Effective Time shall be exchanged for the Merger Consideration. After repayment of the outstanding ESOP loan and the exchange of the shares of Malvern Common Stock for the Merger Consideration, the Merger Consideration received upon conversion of the remaining shares of Malvern Common Stock held in the Malvern ESOP’s Loan Suspense Account shall be deemed to be earnings and shall be allocated as earnings to the accounts of the ESOP participants who are employed as of the ESOP Termination Date based on their account balances under the ESOP as of the ESOP Termination Date and distributed to ESOP participants after the receipt of a favorable determination letter from the IRS. No benefit distributions shall be made from the ESOP without the prior written consent of First Bank before the IRS issues a favorable determination letter with respect to the tax-qualified status of the ESOP on termination unless otherwise required by law. Prior to the Effective Time, Malvern shall take all such actions as are necessary to submit the application for favorable determination letter in advance of the Effective Time (and to provide First Bank with the opportunity to review the application for a favorable determination letter at least twenty (20) days prior to the filing date with the IRS), and following the Effective Time, First Bank shall use its best efforts in good faith to obtain such favorable determination letter as promptly as possible (including, but not limited to, making such changes to the ESOP as may be required by the IRS as a condition to its issuance of a favorable determination letter). Xxxxxxx, Malvern Bank, and following the Effective Time, First Bank, will adopt such amendments to the ESOP to effect the provisions of this Section 7.8(f). Promptly following the receipt of a favorable determination letter from the IRS regarding the qualified status of the ESOP upon its termination, the account balances in the ESOP shall either be distributed to participants and beneficiaries or transferred to an eligible tax-qualified retirement plan or individual retirement account as a participant or beneficiary may direct. (g) Employees of Malvern as of the date of the Agreement who remain employed by Xxxxxxx as of the Effective Time and whose employment is terminated by First Bank or Malvern Bank (absent termination for cause) within the time period set forth in Section 7.8(g)(i) of Malvern’s Disclosure Memorandum shall receive severance pay equal to the amounts set forth in Section 7.8(g) of First Bank’s Disclosure Memorandum, subject to receipt of an effective release of claims from the employee receiving such severance payment, which release shall be in form and substance reasonably satisfactory to Malvern and First Bank. In addition, Xxxxxxx shall be permitted to grant retention bonuses to Employees of Malvern as of the date of this Agreement who remain employed by Xxxxxxx as of the Effective Time, with such Employees and retention bonus amounts determined mutually between Malvern and First Bank.

Employee Benefits and Contracts. (a) Unless otherwise agreed between First Bank and a Covered EmployeeFollowing the Effective Time, for the period beginning on the Closing Date and ending on the one year anniversary of the Closing Date (or such shorter period of employment, as the case may be), each employee of Malvern who remains employed by the Surviving Corporation or any First Bank Entity after the Closing Date (each, a “Covered Employee”) CFB shall receive either (i) an annual rate continue to provide to officers and employees of salary or wages the First Deposit Entities employee benefits under First Deposit's existing employee benefit and annual cash bonus opportunity that is no less favorable than welfare plans or, (ii) if CFB shall determine to provide to officers and employees of the annual rate First Deposit Entities employee benefits under other employee benefit plans and welfare plans, provide generally to officers and employees of salary or wagesthe First Deposit Entities employee benefits under employee benefit and welfare plans, or bonus opportunity, on terms and conditions which when taken as applicable, a whole are substantially similar to those currently provided by the CFB Entities to their similarly situated officers and employees. Any severance benefits provided to such Covered Employee First Deposit Entities' officers and employees shall be in accordance with the existing CFB policy regarding severance benefits. For purposes of participation and vesting (but not accrual of benefits) under CFB's employee benefit plans, (i) service under any qualified defined benefit plan of First Deposit shall be treated as service under CFB's defined benefit plan, if any, (ii) service under any qualified defined contribution plans of First Deposit shall be treated as service under CFB's qualified defined contribution plans, and (iii) service under any other employee benefit plans of First Deposit shall be treated as service under any similar employee benefit plans maintained by Malvern as CFB. With respect to officers and employees of the First Deposit Entities who, at or after the Effective Time, become employees of a CFB Entity and who, immediately prior to the Closing and (ii) benefits (excluding equity and other long-term incentive awards) that Effective Time, are substantially participants in one or more employee welfare benefit plans maintained by the First Deposit Entities, CFB shall cause each comparable in the aggregate employee welfare benefit plan which is substituted for a First Deposit welfare benefit plan to waive any evidence of insurability or similar provision, to provide credit for such participation prior to such substitution with regard to the benefits provided application of any pre-existing condition limitation, and to similarly situated employees provide credit towards satisfaction of First Bank; providedany deductible or out-of-pocket provisions for expenses incurred by such participants during the period prior to such substitution, if any, that until overlaps with the then current plan year for each such time as First Bank substituted employee welfare benefit plans. CFB also shall cause the Covered Employees Surviving Corporation and its Subsidiaries to participate honor in the applicable First Bank employee benefit plansaccordance with their terms all employment, the continued participation severance, consulting and other compensation Contracts disclosed in Section 8.13 of the Covered Employees in Malvern First Deposit Disclosure Memorandum to CFB between any First Deposit Entity and any current or former director, officer, or employee thereof, and all provisions for vested benefits or other vested amounts earned or accrued through the Effective Time under the First Deposit Benefit Plans shall be deemed to satisfy the foregoing provisions of this clause (it being understood that participation in First Bank’s employee benefit plans may commence at different times with respect to each of First Bank’s employee benefit plans)Plans. (b) For purposes CFB shall honor the terms of determining a Covered Employee’s eligibility to participate the existing Employment Agreements by and vesting under between First Bank’s employee benefit plans (other than any defined benefit pension planDeposit, post-employment health or welfare planAlpha A Xxxxxx, or equity incentive plan)Jr., the service of a Covered Employee with a Malvern Entity prior to the Effective Time shall be treated as service with a First Bank Entity to the same extent that such service was recognized by the Malvern Entities under a corresponding Malvern Benefit Plan; providedJ. Xxxxx Xxxxxxx, that such recognition of service shall not (i) operate to duplicate any benefits of a Covered Employee with respect to the same period of service or (ii) apply for purposes of any planXxxx X. Xxxx, program, policy, agreement or arrangement (x) under which similarly-situated employees of First Bank Entities do not receive credit for prior service or (y) that is grandfathered or frozen, either with respect to level of benefits or participation. In no event shall any Covered Employee be eligible to participate in any closed or frozen plan of any First Bank EntityXxxxxxxx Xxxx and Xxxxxxx Xxxxxx. (c) The Malvern Entities First Deposit shall take all necessary appropriate action (including without limitation to amend and restate the adoption of resolutions and plan amendments and the delivery of any required notices) to terminate, effective ESOP as of the day before the Closing Date, any Malvern Benefit Plan that is intended to constitute a tax-qualified defined contribution profit sharing plan under Section 401(kthat may invest up to one hundred percent (100%) of its assets in employer securities, within the Internal Revenue Code (a “401(k) Plan”). Malvern meaning of Section 407 of ERISA, but that is not required to invest all or any portion of its assets in such securities and shall provide First Bank then immediately terminate the amended and restated profit sharing plan, with a copy of both the resolutions, plan amendments, notices amendment and other documents prepared to effectuate restatement and the termination of the 401(k) Plan in advance and give First Bank a reasonable opportunity to comment on such documents (which comments shall be considered in good faith)effective, and prior to the Closing Date, Malvern shall provide First Bank with the final documentation evidencing that the 401(k) Plan has been terminated. (d) Upon request by First Bank in writing prior to the Closing Date, the Malvern Entities shall cooperate in good faith with First Bank, effective on Closing Date, and conditioned upon the consummation of the transaction contemplated hereby, to amend, freeze, terminate or modify any Malvern Benefit Plan to the extent and in the manner determined by First Bank effective upon the Closing Date (or at such different time mutually agreed to by the parties) and consistent with applicable Law. Malvern shall provide First Bank with a copy of the resolutionsorder prescribed, plan amendments, notices and other documents prepared to effectuate the actions contemplated by this Section 7.8(d), as applicable, and give First Bank a reasonable opportunity to comment on such documents (which comments shall be considered in good faith), and prior to the Closing Date, Malvern shall provide First Bank with the final documentation evidencing that the actions contemplated herein have been effectuated. (e) The provisions of this Section 7.8 are solely for the benefit of the Parties to this Agreement, and no employee, any dependent or beneficiary thereof, or any other individual associated therewith shall be regarded for any purpose as a third-party beneficiary of this Agreement. In no event shall the terms of this Agreement: (i) establish, amend, or modify any Malvern Benefit Plan or any employee benefit plan, program, policy, agreement or arrangement maintained or sponsored by First Bank, Malvern or any of their respective Affiliates; (ii) alter or limit the ability of any First Bank Entity (including, immediately after the Closing Date, the Malvern Entities) to amend, modify or terminate any Malvern Benefit Plan or any other employee benefit plan, program, policy, agreement or arrangement after the Closing Date; or (iii) confer upon any current or former employee or other service provider any right to employment or continued employment or continued service with any First Bank Entity (including, following the Closing Date, the Malvern Entities), or constitute or create an employment agreement with any employee, or interfere with or restrict in any way the rights of the Surviving Corporation, Malvern, First Bank or any Subsidiary or Affiliate thereof to discharge or terminate the services of any employee or other service provider at any time for any reason whatsoever. (f) Malvern and Malvern Bank shall take or cause to be taken all such actions as may be necessary to effect the actions set forth below relating to Malvern’s employee stock ownership plan (the “Malvern ESOP”) prior to or simultaneous with the Effective Time, as applicable. Effective on the fifth (5th) Business Day before the Effective Time, the ESOP shall be terminated (the “ESOP Termination Date”). No new participants shall be admitted on or after the ESOP Termination Date and all existing ESOP participants’ accounts shall become fully vested and 100% non-forfeitable. Malvern Bank shall direct the ESOP trustee to remit a sufficient number of shares of Malvern Common Stock held in the Malvern ESOP’s Loan Suspense Account (as defined in Section 2.01(z) of the Malvern ESOP) to Malvern to repay the outstanding ESOP loan in full, with each remitted share to be valued equal to the closing price of Malvern Common Stock on the day immediately prior to the ESOP Termination Date. All remaining shares of Malvern Common Stock held by the ESOP as of the Effective Time shall be exchanged for the Merger Consideration. After repayment of the outstanding ESOP loan and the exchange of the shares of Malvern Common Stock for the Merger Consideration, the Merger Consideration received upon conversion of the remaining shares of Malvern Common Stock held in the Malvern ESOP’s Loan Suspense Account shall be deemed to be earnings and shall be allocated as earnings to the accounts of the ESOP participants who are employed as of the ESOP Termination Date based on their account balances under the ESOP as of the ESOP Termination Date and distributed to ESOP participants after the receipt of a favorable determination letter from the IRS. No benefit distributions shall be made from the ESOP without the prior written consent of First Bank before the IRS issues a favorable determination letter with respect to the tax-qualified status of the ESOP on termination unless otherwise required by law. Prior to the Effective Time, Malvern First Deposit shall take all such actions as are necessary to submit the application for favorable determination letter in advance of the Effective Time (and to provide First Bank with the opportunity to review the application for a favorable determination letter at least twenty (20) days prior to the filing date with the IRS), and following the Effective Time, First Bank shall use its best efforts in good faith to obtain such favorable determination letter as promptly as possible (including, but not limited to, making such changes to the ESOP as may be required by the IRS as a condition to its issuance of a favorable determination letter). Xxxxxxx, Malvern Bank, and following the Effective Time, First Bank, will adopt effect such amendments to the ESOP to effect loan documents so that the actions contemplated by this Section 8.13(c) are not inconsistent with any of the provisions of this Section 7.8(f). Promptly following the receipt of a favorable determination letter from the IRS regarding the qualified status of the ESOP upon its terminationsuch loan documents, the account balances in the ESOP shall either be distributed to participants and beneficiaries or transferred to an eligible tax-qualified retirement plan or individual retirement account as a participant or beneficiary may directso amended. (g) Employees of Malvern as of the date of the Agreement who remain employed by Xxxxxxx as of the Effective Time and whose employment is terminated by First Bank or Malvern Bank (absent termination for cause) within the time period set forth in Section 7.8(g)(i) of Malvern’s Disclosure Memorandum shall receive severance pay equal to the amounts set forth in Section 7.8(g) of First Bank’s Disclosure Memorandum, subject to receipt of an effective release of claims from the employee receiving such severance payment, which release shall be in form and substance reasonably satisfactory to Malvern and First Bank. In addition, Xxxxxxx shall be permitted to grant retention bonuses to Employees of Malvern as of the date of this Agreement who remain employed by Xxxxxxx as of the Effective Time, with such Employees and retention bonus amounts determined mutually between Malvern and First Bank.

Employee Benefits and Contracts. (a) Unless otherwise agreed between First Bank Following the Effective Time, except as contemplated by this Agreement, Buyer shall provide generally to officers and employees (as a Covered Employee, for the period beginning group) who are actively employed by a Target Entity on the Closing Date and ending on the one year anniversary of (“Covered Employees”) while employed by Buyer following the Closing Date employee benefits under Employee Benefit Plans, on terms and conditions which when taken as a whole are substantially similar to those currently provided by Buyer Entities to their similarly situated officers and employees, including severance benefits in accordance with the applicable severance policy of Buyer (or such shorter period of employment, as the case may be), each employee of Malvern who remains employed by the Surviving Corporation or other than to any First Bank Entity after the Closing Date (each, a “Covered Employee”) shall receive (i) an annual rate of salary or wages and annual cash bonus opportunity that is no less favorable than the annual rate of salary or wages, or bonus opportunity, as applicable, provided to such Covered Employee by Malvern as of immediately prior who is party to the Closing and (ii) benefits (excluding equity and other long-term incentive awards) individual agreements or letters that are substantially comparable in the aggregate entitle such person to the benefits provided to similarly situated employees of First Bankdifferent severance or termination benefits); provided, however, that until in no event shall any Covered Employee be eligible to participate in any closed or frozen plan of any Buyer Entity. Until such time as First Bank Buyer shall cause the Covered Employees to participate in the applicable First Bank employee benefit plansBuyer Employee Benefit Plans, the continued participation of the Covered Employees in Malvern the Target Benefit Plans shall be deemed to satisfy the foregoing provisions of this clause (it being understood that participation in First BankBuyer’s employee benefit plans Employee Benefit Plans may commence at different times with respect to each of First BankBuyer’s employee benefit plansEmployee Benefit Plans). (b) . For purposes of determining a Covered Employeeparticipation, vesting and benefit accrual under Buyer’s eligibility to participate and vesting under First Bank’s employee benefit plans (other than any defined benefit pension plan, post-employment health or welfare plan, or equity incentive plan)Employee Benefit Plans, the service of a the Covered Employee with a Malvern Entity Employees prior to the Effective Time shall be treated as service with a First Bank Buyer Entity participating in such employee benefit plans, to the same extent that such service was recognized by the Malvern Target Entities under for purposes of a corresponding Malvern Benefit Plansimilar benefit plan; provided, that such recognition of service shall not (i) operate to duplicate any benefits of a Covered Employee with respect to the same period of service or (ii) apply for purposes of any plan, program, policy, agreement program or arrangement (x) under which similarly-situated employees of First Bank Buyer Entities who receive prior service credit under other Buyer Employee Benefit Plans do not receive credit for prior service or service, (y) that is grandfathered or frozen, either with respect to level of benefits or participation, or (z) for purposes of retiree medical benefits or level of benefits under a defined benefit pension plan. In no event shall Buyer agrees that where applicable with respect to any group health care plan maintained by Buyer in which any Covered Employee be is eligible to participate participate, for the plan year in any closed which the Effective Time (or frozen commencement of participation in a plan of a Buyer Entity) occurs, Buyer shall use its reasonable best efforts to provide that any First Bank covered expenses incurred on or before the Effective Time by the Covered Employees shall be taken into account for purposes of satisfying applicable deductible and maximum out-of-pocket provisions after the Effective Time, to the same extent as such expenses were taken into account under the comparable Target Benefit Plan, subject to the applicable information being provided to Buyer in a form that Buyer and its plan administrator reasonably determine is administratively feasible to take into account under the Buyer plans. Such expenses shall also count toward any annual or lifetime limits, treatment or visit limits or similar limitations that apply under the terms of the applicable Buyer plan. (b) Buyer Entities also shall honor in accordance with their terms all employment, severance, consulting and other compensation Contracts disclosed in Section 7.8(b) of its Disclosure Memorandum to Buyer between any Target Entity and any Covered Employee or former director, officer, or employee of any Target Entity, and all vested benefits earned through the Effective Time under the Target Benefit Plans in accordance with the terms of such plans and this Agreement. Buyer hereby acknowledges that the Merger shall constitute a “change in control” (or concept of similar import) in accordance with the provisions of the employment, severance, consulting, retirement and other compensation Contracts of Target and the other Target Benefit Plans listed in Section 7.8(b) of its Disclosure Memorandum. (c) The Malvern To the extent requested by Buyer in a writing delivered to Target following the date hereof and prior to the Closing Date, the Target Entities shall take all necessary action (including without limitation the adoption of resolutions and plan amendments and the delivery of any required notices) to terminate, effective as of the day before no later than immediately prior to the Closing Date, any Malvern Target Benefit Plan (as elected by Buyer) that is intended to constitute a tax-qualified defined contribution plan under Internal Revenue Code Section 401(k) (a “401(k) Plan”) or an “employee stock ownership plan” within the meaning of Section 4975(e)(7) of the Internal Revenue Code (a an “401(k) PlanESOP”). Malvern Target shall provide First Bank Buyer with a copy of the resolutions, plan amendments, notices and other documents prepared to effectuate the termination of the 401(k) Plan Plans and ESOP in advance and give First Bank Buyer a reasonable opportunity to comment on such documents (which comments shall be considered in good faith), and prior to the Closing Date, Malvern Date Target shall provide First Bank Buyer with the final documentation board resolutions evidencing that the 401(k) Plan has Plans and ESOP have been terminated. The Buyer will cause the Buyer’s 401(k) plan to accept rollover distributions from the 401(k) Plan. In the event of such termination, the Covered Employees shall be permitted to roll any eligible rollover distributions (excluding loans) into a Buyer Entity cash or deferred arrangement within the meaning of Section 401(k) of the Code. (d) Upon request To the extent requested by First Bank Buyer in writing delivered to Target following the date hereof and no later than 60 days prior to the Closing Date, the Malvern Target Entities shall cooperate in good faith with First Banktake all necessary action (including without limitation the adoption of resolutions and plan amendments and the delivery of any required notices) to freeze for all purposes (other than as prohibited by ERISA), effective on as of no later than immediately prior to the Closing Date, (i) the Retirement Plan for Employees of BancTrust Financial Group, Inc. and conditioned upon any other tax-qualified defined benefit retirement plan maintained by the consummation Target Entities (the “Target Pension Plan”) and (ii) the supplemental retirement plans of the transaction contemplated hereby, Target Entities applicable to amend, freeze, terminate or modify employees and directors and any Malvern Benefit Plan to the extent and in the manner determined by First Bank effective upon the Closing Date (or at such different time mutually agreed to by the parties) and consistent with applicable Lawrelated agreements. Malvern Target shall provide First Bank Buyer with a copy of the resolutions, plan amendments, notices and other documents prepared to effectuate the actions contemplated by this Section 7.8(d), as applicable, and give First Bank Target a reasonable opportunity to comment on such documents (which comments shall be considered in good faith), and prior to the Closing Date Target, shall provide Buyer with the final documentation evidencing that such plans have been frozen. (e) If requested by Buyer at least 60 days before the Closing Date, within the thirty (30) day period prior to the Closing Date, Target shall take all necessary steps to cause the Director Plan and related trust agreement to be terminated, contingent upon the occurrence of the Effective Time, and all participants shall receive payment of their account balances thereunder in a lump sum within thirty (30) days following the Closing Date; provided, however, that such termination shall not be required if such termination would not be permissible under Treasury Regulation section 1.409A-3(j)(4)(ix)(B), in which case, Target shall take the necessary steps to freeze the Director Plan for all purposes, effective as of the Closing Date. Following the date hereof, Buyer and Target will cooperate in good faith to determine whether the Director Plan can be terminated pursuant to Section 409A of the Code and whether any other arrangements of the Target Entities are required to be aggregated with the Director Plan for purposes of Section 409A of the Internal Revenue Code and therefore also terminated (and may be terminated in accordance therewith). Target shall provide Buyer with a copy of the resolutions, plan amendments, notices and other documents prepared to effectuate the actions contemplated by this Section 7.8(e), if applicable, and give Target a reasonable opportunity to comment on such documents (which comments shall be considered in good faith), and prior to the Closing Date, Malvern Target shall provide First Bank Buyer with the final documentation evidencing that the actions contemplated herein have Director Plan (and any plan required to be aggregated with it) has been effectuatedterminated, if applicable. (ef) The Without limiting the generality of Section 10.4, the provisions of this Section 7.8 are solely for the benefit of the Parties parties to this Agreement, and no employeeCovered Employee, any dependent current or beneficiary thereof, former employee or any other individual associated therewith shall be regarded for any purpose as a third-party beneficiary of this Agreement. In no event shall the terms of this Agreement: Agreement be deemed to (i) establish, amend, or modify any Malvern Target Benefit Plan or any “employee benefit plan” as defined in Section 3(3) of ERISA, or any other benefit plan, program, policy, agreement or arrangement maintained or sponsored by First BankBuyer, Malvern Target or any of their respective Affiliates; (ii) alter or limit the ability of Buyer or any First Bank Entity Buyer Subsidiaries (including, after the Closing Date, the Malvern Target Entities) to amend, modify or terminate any Malvern Target Benefit Plan Plan, employment agreement or any other employee benefit or employment plan, program, policy, agreement or arrangement after the Closing Date; or (iii) confer upon any current or former employee employee, officer, director or other service provider consultant, any right to employment or continued employment or continued service with the Buyer or any First Bank Entity Buyer Subsidiaries (including, following the Closing Date, the Malvern Target Entities), or constitute or create an employment agreement with any employee, or interfere with or restrict in any way the rights of the Surviving Corporation, Malvern, First Bank or any Subsidiary or Affiliate thereof to discharge or terminate the services of any employee or other service provider at any time for any reason whatsoever. (f) Malvern and Malvern Bank shall take or cause to be taken all such actions as may be necessary to effect the actions set forth below relating to Malvern’s employee stock ownership plan (the “Malvern ESOP”) prior to or simultaneous with the Effective Time, as applicable. Effective on the fifth (5th) Business Day before the Effective Time, the ESOP shall be terminated (the “ESOP Termination Date”). No new participants shall be admitted on or after the ESOP Termination Date and all existing ESOP participants’ accounts shall become fully vested and 100% non-forfeitable. Malvern Bank shall direct the ESOP trustee to remit a sufficient number of shares of Malvern Common Stock held in the Malvern ESOP’s Loan Suspense Account (as defined in Section 2.01(z) of the Malvern ESOP) to Malvern to repay the outstanding ESOP loan in full, with each remitted share to be valued equal to the closing price of Malvern Common Stock on the day immediately prior to the ESOP Termination Date. All remaining shares of Malvern Common Stock held by the ESOP as of the Effective Time shall be exchanged for the Merger Consideration. After repayment of the outstanding ESOP loan and the exchange of the shares of Malvern Common Stock for the Merger Consideration, the Merger Consideration received upon conversion of the remaining shares of Malvern Common Stock held in the Malvern ESOP’s Loan Suspense Account shall be deemed to be earnings and shall be allocated as earnings to the accounts of the ESOP participants who are employed as of the ESOP Termination Date based on their account balances under the ESOP as of the ESOP Termination Date and distributed to ESOP participants after the receipt of a favorable determination letter from the IRS. No benefit distributions shall be made from the ESOP without the prior written consent of First Bank before the IRS issues a favorable determination letter with respect to the tax-qualified status of the ESOP on termination unless otherwise required by law. Prior to the Effective Time, Malvern shall take all such actions as are necessary to submit the application for favorable determination letter in advance of the Effective Time (and to provide First Bank with the opportunity to review the application for a favorable determination letter at least twenty (20) days prior to the filing date with the IRS), and following the Effective Time, First Bank shall use its best efforts in good faith to obtain such favorable determination letter as promptly as possible (including, but not limited to, making such changes to the ESOP as may be required by the IRS as a condition to its issuance of a favorable determination letter). Xxxxxxx, Malvern Bank, and following the Effective Time, First Bank, will adopt such amendments to the ESOP to effect the provisions of this Section 7.8(f). Promptly following the receipt of a favorable determination letter from the IRS regarding the qualified status of the ESOP upon its termination, the account balances in the ESOP shall either be distributed to participants and beneficiaries or transferred to an eligible tax-qualified retirement plan or individual retirement account as a participant or beneficiary may direct. (g) Employees of Malvern as of the date of the Agreement who remain employed by Xxxxxxx as of the Effective Time and whose employment is terminated by First Bank or Malvern Bank (absent termination for cause) within the time period set forth in Section 7.8(g)(i) of Malvern’s Disclosure Memorandum shall receive severance pay equal to the amounts set forth in Section 7.8(g) of First Bank’s Disclosure Memorandum, subject to receipt of an effective release of claims from the employee receiving such severance payment, which release shall be in form and substance reasonably satisfactory to Malvern and First Bank. In addition, Xxxxxxx shall be permitted to grant retention bonuses to Employees of Malvern as of the date of this Agreement who remain employed by Xxxxxxx as of the Effective Time, with such Employees and retention bonus amounts determined mutually between Malvern and First Bank.

Employee Benefits and Contracts. (a) Unless otherwise agreed between First Bank and a Covered Employee, for the period beginning on the Closing Date and ending on the one year anniversary All persons who are employees of the Closing Date (or such shorter period of employment, as the case may be), each employee of Malvern who remains employed by the Surviving Corporation or any First Bank Entity after the Closing Date (each, a “Covered Employee”) shall receive (i) an annual rate of salary or wages and annual cash bonus opportunity that is no less favorable than the annual rate of salary or wages, or bonus opportunity, as applicable, provided to such Covered Employee by Malvern as of Eureka immediately prior to the Closing Effective Time and whose employment is not terminated at or prior to the Effective Time, (iieach a “Continuing Employee”) benefits (excluding equity shall, at the Effective Time, become employees of NexTier; provided, however, that in no event shall any of Eureka employees be officers of NexTier, or have or exercise any power or duty conferred upon such an officer, unless and other long-term incentive awards) that until duly elected or appointed to such position in accordance with the bylaws of NexTier. All of the Continuing Employees shall be employed at the will of NexTier and no contractual right to employment or to employment in any position or to any level of compensation shall inure to such employees because of this Agreement. Following the Effective Time, NexTier shall maintain or cause to be maintained employee benefit plans and compensation opportunities for the benefit of Continuing Employees that, in the aggregate are substantially comparable in the aggregate to the benefits provided employee benefit and compensation opportunities that are generally made available to similarly situated employees of First Bank; provided, that until such time as First Bank shall cause the Covered Employees to participate in the applicable First Bank employee benefit plans, the continued participation of the Covered Employees in Malvern Benefit Plans shall be deemed to satisfy the foregoing provisions of this clause (it being understood that participation in First Bank’s employee benefit plans may commence at different times with respect to each of First Bank’s employee benefit plans)NexTier or its Subsidiaries. (b) For all purposes (including purposes of determining a Covered Employee’s vesting, eligibility to participate and vesting level of benefits) under First Bank’s the employee benefit plans sponsored by NexTier or its Subsidiaries providing benefits to any Continuing Employees after the Closing Date (other than any defined benefit pension planincluding vacation, postpaid time-employment health or welfare plan, or equity incentive planoff policies and severance plans), the service of a Covered (i) each Continuing Employee with a Malvern Entity prior to the Effective Time shall be treated as entitled to carryover any unused vacation days and (ii) each Continuing Employee shall be credited with his or her years of service with a First Bank Entity Eureka and its Subsidiaries and their respective predecessors before the Closing Date to the same extent that as such Continuing Employee was entitled before the Closing Date to credit for such service under any similar Eureka employee benefit plan in which such Continuing Employee participated or was recognized by the Malvern Entities under a corresponding Malvern Benefit Plan; provided, that such recognition of service shall not (i) operate eligible to duplicate any benefits of a Covered Employee with respect participate immediately prior to the same period Closing Date. In addition, and without limiting the generality of service or (ii) apply for purposes of any planthe foregoing, program, policy, agreement or arrangement (x) under which similarly-situated to the extent that any Eureka Pension Plan or Eureka Welfare Plan, or any Continuing Employee’s participation or coverage thereunder, is terminated at any time on or after the Closing Date, each affected Continuing Employee shall be immediately eligible to participate, without any waiting time, in any and all employee benefit plans of NexTier or its Subsidiaries made available to employees of First Bank Entities do not NexTier or its Subsidiaries that are similarly situated to such Continuing Employee. Continuing Employees who become covered under health plans, programs and benefits of NexTier or any of its Subsidiaries shall receive credit for prior service or (y) that is grandfathered or frozen, either any co-payments and deductibles paid under Eureka’s health plan for the plan year in which coverage commences under NexTier’s health plan and shall not be subject to any preexisting conditions under such plans. Terminated Eureka employees and qualified beneficiaries will have the right to continued coverage under group health plans of NexTier in accordance with respect to level of benefits or participation. In no event shall any Covered Employee be eligible to participate in any closed or frozen plan of any First Bank EntityCOBRA. (c) The Malvern Entities Prior to the Effective Time, Eureka shall take all necessary action (including without limitation the adoption of adopt such Board resolutions and plan amendments and the delivery of any required notices) to terminate, effective as of the day before the Closing Date, any Malvern Benefit Plan that is intended to constitute a tax-qualified defined contribution plan under Section 401(k) of the Internal Revenue Code (a “401(k) Plan”). Malvern shall provide First Bank with a copy of the resolutions, plan amendments, notices and take such other documents prepared to effectuate the termination of the 401(k) Plan in advance and give First Bank a reasonable opportunity to comment on such documents (which comments shall be considered in good faith), and prior to the Closing Date, Malvern shall provide First Bank with the final documentation evidencing that the 401(k) Plan has been terminated. (d) Upon request by First Bank in writing prior to the Closing Date, the Malvern Entities shall cooperate in good faith with First Bank, effective on Closing Date, and conditioned upon the consummation of the transaction contemplated hereby, to amend, freeze, terminate or modify any Malvern Benefit Plan to the extent and in the manner determined by First Bank effective upon the Closing Date (or at such different time mutually agreed to by the parties) and consistent with applicable Law. Malvern shall provide First Bank with a copy of the resolutions, plan amendments, notices and other documents prepared to effectuate the actions contemplated by this Section 7.8(d), as applicable, and give First Bank a reasonable opportunity to comment on such documents (which comments shall be considered in good faith), and prior to the Closing Date, Malvern shall provide First Bank with the final documentation evidencing that the actions contemplated herein have been effectuated. (e) The provisions of this Section 7.8 are solely for the benefit of the Parties to this Agreement, and no employee, any dependent or beneficiary thereof, or any other individual associated therewith shall be regarded for any purpose as a third-party beneficiary of this Agreement. In no event shall the terms of this Agreement: (i) establish, amend, or modify any Malvern Benefit Plan or any employee benefit plan, program, policy, agreement or arrangement maintained or sponsored by First Bank, Malvern or any of their respective Affiliates; (ii) alter or limit the ability of any First Bank Entity (including, after the Closing Date, the Malvern Entities) to amend, modify or terminate any Malvern Benefit Plan or any other employee benefit plan, program, policy, agreement or arrangement after the Closing Date; or (iii) confer upon any current or former employee or other service provider any right to employment or continued employment or continued service with any First Bank Entity (including, following the Closing Date, the Malvern Entities), or constitute or create an employment agreement with any employee, or interfere with or restrict in any way the rights of the Surviving Corporation, Malvern, First Bank or any Subsidiary or Affiliate thereof to discharge or terminate the services of any employee or other service provider at any time for any reason whatsoever. (f) Malvern and Malvern Bank shall take or cause to be taken all such actions as may be necessary to effect cause the actions set forth below relating Eureka Bank Retirement Savings Plan to Malvern’s employee stock ownership plan be terminated immediately prior to the Effective Time (the “Malvern ESOPPlan Termination Date”) and the accounts of all participants and beneficiaries in the Eureka Bank Retirement Savings Plan as of the Plan Termination Date to become fully vested as of the Plan Termination Date. Eureka or NexTier shall use their best efforts to obtain a determination letter from the IRS that the termination of the Eureka Bank Retirement Savings Plan as of the Plan Termination Date will not adversely affect the Plan’s qualified status. As soon as practicable following the receipt of a favorable determination letter from the IRS regarding the qualified status of the Eureka Bank Retirement Plan upon its termination, the account balances in the plan shall be distributed to participants and beneficiaries or transferred to an eligible tax-qualified retirement plan or individual retirement account as a participant or beneficiary may direct. Notwithstanding the foregoing, participants in the Eureka Bank Retirement Savings Plan whose employment is terminated by NexTier may elect to receive their account balance prior to or simultaneous with the receipt of the IRS determination letter but following their termination of employment. NexTier shall take all other actions necessary to complete the termination of the Eureka Bank Retirement Savings Plan, including filing a Final Form 5500, that arise after the Effective Time. NexTier agrees, as applicable. Effective on to the fifth extent permitted by applicable law, to permit Eureka Bank Retirement Savings Plan participants who become employees of NexTier or its Subsidiaries to roll over their account balances in the Eureka Bank Retirement Savings Plan and loans (5thif any) Business Day before from the Effective TimeEureka Banks Retirement Savings Plan to the NexTier Retirement Savings Plan. (d) Eureka Bank shall, effective no later than immediately prior to, and contingent upon the Closing, adopt such resolutions and or amendments to the ESOP, the ESOP shall be terminated (the “ESOP Termination Date”). No new participants shall be admitted on trust or after the ESOP Termination Date Loan documents (if any) (and all existing ESOP participants’ accounts shall become fully vested and 100% non-forfeitable. Malvern Bank shall take any other required action) to (i) direct the ESOP trustee trustee(s) to remit a sufficient number sell or otherwise dispose of shares of Malvern Eureka Common Stock held in the Malvern ESOP’s Loan Suspense Account (as defined in Section 2.01(zthe ESOP) and use the proceeds of such sale to repay any outstanding ESOP Loans, (ii) provide for treatment of the Malvern ESOP) to Malvern to repay the outstanding ESOP loan in full, with each remitted share to be valued equal to the closing price shares of Malvern Eureka Common Stock on held in the day immediately prior ESOP trust in accordance with Article 3 of this Agreement, (iii) terminate the ESOP in accordance with its terms and the provisions of this Section 7.8(d), effective as of the Effective Time, and (iv) provide that no new participants shall be admitted to the ESOP Termination after the Closing Date. All remaining shares The accounts of Malvern Common Stock held by all participants and beneficiaries in the ESOP as of the Effective Time shall be exchanged for the Merger Consideration. After repayment become fully vested as of the outstanding ESOP loan and the exchange of the Effective Time. Any unallocated shares of Malvern Common Stock for the Merger Consideration, the Merger Consideration received upon conversion of the remaining shares of Malvern Eureka Common Stock held in the Malvern ESOP’s Loan Suspense Account ESOP after repayment of the ESOP Loans shall be deemed to be earnings converted into Merger Consideration and shall be allocated as earnings to the accounts of the ESOP participants who are employed have account balances in the ESOP as of the ESOP Termination Date Effective Time based on their account balances under the ESOP as of the ESOP Termination Date and distributed Effective Time. NexTier or Eureka shall file or cause to ESOP participants after be filed all necessary documents with the receipt of IRS for a favorable determination letter from the IRS. No benefit distributions shall be made from the ESOP without the prior written consent of First Bank before the IRS issues a favorable determination letter with respect to the tax-qualified status for termination of the ESOP on termination unless otherwise required by lawESOP. Prior to the Effective Time, Malvern shall take all such actions As soon as are necessary to submit the application for favorable determination letter in advance of the Effective Time (and to provide First Bank with the opportunity to review the application for a favorable determination letter at least twenty (20) days prior to the filing date with the IRS), and following the Effective Time, First Bank shall use its best efforts in good faith to obtain such favorable determination letter as promptly as possible (including, but not limited to, making such changes to the ESOP as may be required by the IRS as a condition to its issuance of a favorable determination letter). Xxxxxxx, Malvern Bank, and following the Effective Time, First Bank, will adopt such amendments to the ESOP to effect the provisions of this Section 7.8(f). Promptly practicable following the receipt of a favorable determination letter from the IRS regarding the qualified status of the ESOP upon its termination, the account balances in the ESOP shall either be distributed to participants and beneficiaries or transferred to an eligible tax-qualified retirement plan or individual retirement account as a participant or beneficiary may direct, except that, to the extent provided by the ESOP, ESOP participants whose employment is terminated by NexTier may elect to receive their ESOP account balance prior to the receipt of the IRS determination letter but following their termination of employment. NexTier agrees to permit ESOP participants who become employees of NexTier or its Subsidiaries to roll over their account balances in the ESOP to the NexTier Retirement Savings Plan. Further, NexTier shall take all other actions necessary to complete the termination of the ESOP, including filing a Final Form 5500, that arise after the Effective Time. (e) Eureka shall take all actions necessary to terminate the Deferred Compensation Arrangements with Xxxxxx Xxxxxxx and Xxxx Xxxxxx and distribute the benefits under the Deferred Compensation Arrangements in accordance with Section 409A of the Internal Revenue Code, in each case prior to the Closing. (f) One day prior to the Effective Time and subject to the occurrence of the Closing, Eureka shall or shall cause Eureka Bank to freeze the accrued benefits under the Pentegra Defined Benefit Plan for Financial Institutions with respect to employees of Eureka and its Subsidiaries and to pay solely such accrued benefit at the time of any benefit payment required under said plan. (g) Employees No officer, employee, or other Person (other than the corporate Parties to this Agreement) shall be deemed a third party or other beneficiary of Malvern this Agreement, and no such Person shall have any right or other entitlement to enforce any provision of this Agreement or seek any remedy in connection with this Agreement, except as set forth in Section 7.9. (h) Notwithstanding anything contained in any written employment agreement, severance agreement or severance plan with Eureka or Eureka Bank disclosed on Section 4.9(a) or Section 4.12(a) of the date Eureka Disclosure Schedule (collectively, the “Employment Contracts”) or in this Agreement to the contrary, no payment shall be made under any Employment Contract or this Agreement (including severance benefits contemplated by Section 7.8(i) and payments made with respect to any accelerated vesting of Eureka Stock Options and Eureka Restricted Shares) to the extent such would constitute an “excess parachute payment” (as such term is defined in Section 280G of the Agreement who remain employed by Xxxxxxx as Code) or to the extent such would not be deductible under Section 162(m) of the Effective Time and whose employment Code. (i) Each Eureka employee who is involuntarily terminated by First Bank or Malvern Bank NexTier (absent termination other than for cause) within twelve (12) months of the time period set forth Closing Date and who is not covered by a separate employment, severance or change in Section 7.8(g)(i) of Malvern’s Disclosure Memorandum control agreement shall receive a severance payment equal to two (2) weeks of base pay (at the rate in effect on the termination date) for each year of service at Eureka, with a minimum payment equal to four (4) weeks of base pay and a maximum payment equal to twenty-six (26) weeks of base pay. For purposes of calculating the number of years of service, fractional years of service shall be rounded up or down to the nearest full year. For purposes of calculating base pay, Eureka employees who are paid on an hourly basis shall be deemed to have a base pay equal to the amounts set forth in Section 7.8(g) of First Bankemployee’s Disclosure Memorandum, subject to receipt of an effective release of claims from the employee receiving such severance payment, which release shall be in form and substance reasonably satisfactory to Malvern and First Bank. In addition, Xxxxxxx shall be permitted to grant retention bonuses to Employees of Malvern as of the date of this Agreement who remain employed by Xxxxxxx as of the Effective Time, with such Employees and retention bonus amounts determined mutually between Malvern and First Bank.average weekly compensation

Employee Benefits and Contracts. (a) Unless otherwise agreed between First Bank Following the Effective Time, SBC shall maintain or cause to be maintained employee benefit plans and a Covered Employee, compensation opportunities for the period beginning benefit of employees (as a group) who are full-time active employees of NorthStar on the Closing Date and ending on the one year anniversary of the Closing Date (or such shorter period of employment, as the case may be), each employee of Malvern who remains employed by the Surviving Corporation or any First Bank Entity after the Closing Date (each, a “Covered EmployeeEmployees”) shall receive (i) an annual rate of salary or wages that provide employee benefits and annual cash bonus opportunity that is no less favorable than compensation opportunities which, in the annual rate of salary or wagesaggregate, or bonus opportunity, as applicable, provided to such Covered Employee by Malvern as of immediately prior to the Closing and (ii) benefits (excluding equity and other long-term incentive awards) that are substantially comparable in the aggregate to the employee benefits provided and compensation opportunities that are made available on a uniform and non-discriminatory basis to similarly situated employees of First BankSBC or its Subsidiaries, as applicable; provided, that until such time as First Bank shall cause the Covered Employees to participate in the applicable First Bank employee benefit plans, the continued participation of the Covered Employees in Malvern Benefit Plans shall be deemed to satisfy the foregoing provisions of this clause (it being understood that participation in First Bank’s employee benefit plans may commence at different times with respect to each of First Bank’s employee benefit plans). (b) For purposes of determining a Covered Employee’s eligibility to participate and vesting under First Bank’s employee benefit plans (other than any defined benefit pension plan, post-employment health or welfare plan, or equity incentive plan), the service of a Covered Employee with a Malvern Entity prior to the Effective Time shall be treated as service with a First Bank Entity to the same extent that such service was recognized by the Malvern Entities under a corresponding Malvern Benefit Plan; providedhowever, that such recognition of service shall not (i) operate to duplicate any benefits of a Covered Employee with respect to the same period of service or (ii) apply for purposes of any plan, program, policy, agreement or arrangement (x) under which similarly-situated employees of First Bank Entities do not receive credit for prior service or (y) that is grandfathered or frozen, either with respect to level of benefits or participation. In in no event shall any Covered Employee be eligible to participate in any closed or frozen plan of SBC or its Subsidiaries; and provided further that in no event shall SBC be required to take into account any First Bank Entityretention arrangements or equity compensation when determining whether employee benefits are substantially comparable. SBC shall give the Covered Employees full credit for their prior service with NorthStar and its Subsidiaries (i) for purposes of eligibility (including initial participation and eligibility for current benefits) and vesting under any qualified or non-qualified employee benefit plan maintained by SBC and in which Covered Employees may be eligible to participate and (ii) for all purposes under any welfare benefit plans, vacation plans and similar arrangements maintained by SBC. (b) With respect to any employee benefit plan of SBC that is a health, dental, vision or other welfare plan in which any Covered Employee is eligible to participate, for the plan year in which such Covered Employee is first eligible to participate, SBC or its applicable Subsidiary shall use its commercially reasonable best efforts to (i) cause any pre-existing condition limitations or eligibility waiting periods under such SBC or Subsidiary plan to be waived with respect to such Covered Employee to the extent such condition was or would have been covered under the NorthStar Benefit Plan in which such Covered Employee participated immediately prior to the Effective Time, and (ii) recognize any health, dental, vision or other welfare expenses incurred by such Covered Employee in the year that includes the Closing Date (or, if later, the year in which such Covered Employee is first eligible to participate) for purposes of any applicable deductible and annual out-of-pocket expense requirements under any such health, dental, vision or other welfare plan. (c) The Malvern Entities shall take all necessary action (including without limitation the adoption of resolutions and plan amendments and the delivery of any required notices) to terminate, effective as of the day before the Closing Date, any Malvern Benefit Plan that is intended to constitute a tax-qualified defined contribution plan under Nothing in this Section 401(k) of the Internal Revenue Code (a “401(k) Plan”). Malvern shall provide First Bank with a copy of the resolutions, plan amendments, notices and other documents prepared to effectuate the termination of the 401(k) Plan in advance and give First Bank a reasonable opportunity to comment on such documents (which comments 4.14 shall be considered in good faith), and prior construed to limit the Closing Date, Malvern shall provide First Bank with the final documentation evidencing that the 401(k) Plan has been terminated. (d) Upon request by First Bank in writing prior to the Closing Date, the Malvern Entities shall cooperate in good faith with First Bank, effective on Closing Date, and conditioned upon the consummation right of the transaction contemplated hereby, to amend, freeze, terminate or modify any Malvern Benefit Plan to the extent and in the manner determined by First Bank effective upon the Closing Date (or at such different time mutually agreed to by the parties) and consistent with applicable Law. Malvern shall provide First Bank with a copy of the resolutions, plan amendments, notices and other documents prepared to effectuate the actions contemplated by this Section 7.8(d), as applicable, and give First Bank a reasonable opportunity to comment on such documents (which comments shall be considered in good faith), and prior to the Closing Date, Malvern shall provide First Bank with the final documentation evidencing that the actions contemplated herein have been effectuated. (e) The provisions of this Section 7.8 are solely for the benefit of the Parties to this Agreement, and no employee, any dependent or beneficiary thereof, or any other individual associated therewith shall be regarded for any purpose as a third-party beneficiary of this Agreement. In no event shall the terms of this Agreement: (i) establish, amend, or modify any Malvern Benefit Plan or any employee benefit plan, program, policy, agreement or arrangement maintained or sponsored by First Bank, Malvern SBC or any of their respective Affiliates; (ii) alter or limit the ability of any First Bank Entity (including, after the Closing Date, the Malvern Entities) to amend, modify or terminate any Malvern Benefit Plan or any other employee benefit plan, program, policy, agreement or arrangement after the Closing Date; or (iii) confer upon any current or former employee or other service provider any right to employment or continued employment or continued service with any First Bank Entity its Subsidiaries (including, following the Closing Date, NorthStar) to amend or terminate any NorthStar Benefit Plan or other employee benefit plan, to the Malvern Entities), extent such amendment or constitute or create an employment agreement with any employee, or interfere with or restrict in any way termination is permitted by the rights terms of the Surviving Corporationapplicable plan, Malvern, First Bank nor shall anything in this Section 4.14 be construed to require SBC or any Subsidiary or Affiliate thereof of its Subsidiaries (including, following the Closing Date, NorthStar) to discharge or terminate retain the services employment of any employee or other service provider at any time particular Covered Employee for any reason whatsoever. fixed period of time following the Closing Date, and the continued retention (for termination) Malvern and Malvern Bank shall take by SBC or cause any of its Subsidiaries of any Covered Employee subsequent to be taken all such actions as may be necessary to effect the actions set forth below relating to Malvern’s employee stock ownership plan (the “Malvern ESOP”) prior to or simultaneous with the Effective Time, as applicable. Effective on the fifth (5th) Business Day before the Effective Time, the ESOP shall be terminated (the “ESOP Termination Date”). No new participants shall be admitted on or after the ESOP Termination Date and all existing ESOP participants’ accounts shall become fully vested and 100% non-forfeitable. Malvern Bank shall direct the ESOP trustee to remit a sufficient number of shares of Malvern Common Stock held in the Malvern ESOP’s Loan Suspense Account (as defined in Section 2.01(z) of the Malvern ESOP) to Malvern to repay the outstanding ESOP loan in full, with each remitted share to be valued equal to the closing price of Malvern Common Stock on the day immediately prior to the ESOP Termination Date. All remaining shares of Malvern Common Stock held by the ESOP as of the Effective Time shall be exchanged for the Merger Consideration. After repayment of the outstanding ESOP loan subject in all events to SBC’s or its applicable Subsidiary’s normal and the exchange of the shares of Malvern Common Stock for the Merger Considerationcustomary employment procedures and practices, the Merger Consideration received upon conversion of the remaining shares of Malvern Common Stock held in the Malvern ESOP’s Loan Suspense Account shall be deemed to be earnings including customary background screening and shall be allocated as earnings to the accounts of the ESOP participants who are employed as of the ESOP Termination Date based on their account balances under the ESOP as of the ESOP Termination Date evaluation procedures, and distributed to ESOP participants satisfactory employment performance. (d) If, within six (6) months after the receipt of a favorable determination letter from the IRS. No benefit distributions shall be made from the ESOP without the prior written consent of First Bank before the IRS issues a favorable determination letter with respect to the tax-qualified status of the ESOP on termination unless otherwise required by law. Prior to the Effective Time, Malvern shall take all such actions as are necessary any Covered Employee (other than those Covered Employees who receive change in control benefits or retention benefits pursuant to submit the application for favorable determination letter in advance of the Effective Time (and to provide First Bank employment or retention agreements with the opportunity to review the application for a favorable determination letter at least twenty (20) days prior to the filing date with the IRSNorthStar), and following the Effective Time, First Bank shall use its best efforts in good faith to obtain such favorable determination letter as promptly as possible (including, but not limited to, making such changes to the ESOP as may be required by the IRS as a condition to its issuance of a favorable determination letter). Xxxxxxx, Malvern Bank, and following the Effective Time, First Bank, will adopt such amendments to the ESOP to effect the provisions of this Section 7.8(f). Promptly following the receipt of a favorable determination letter from the IRS regarding the qualified status of the ESOP upon its termination, the account balances in the ESOP shall either be distributed to participants and beneficiaries or transferred to an eligible tax-qualified retirement plan or individual retirement account as a participant or beneficiary may direct. (g) Employees of Malvern as of the date of the Agreement who remain employed by Xxxxxxx as of the Effective Time and whose employment is terminated by First Bank SBC or Malvern Bank its Subsidiaries other than (absent termination i) for causecause or (ii) within as a result of death or disability, then SBC shall pay severance to such Covered Employee in an amount as set forth in the time period severance policies set forth in Section 7.8(g)(i4.14(d)(i) of Malvern’s the Seacoast Disclosure Memorandum shall receive Letter (and based upon the non-exempt and exempt status and/or title for the Covered Employee with NorthStar at the Closing). Any severance pay equal to which a Covered Employee may be entitled in connection with a termination occurring more than six (6) months after the amounts Effective Time will be as set forth in the severance policies set forth in Section 7.8(g4.14(d)(ii) of First Bank’s the Seacoast Disclosure MemorandumLetter. (e) Except to the extent otherwise expressly provided in this Section 4.14, subject to receipt of an effective release of claims from the employee receiving such severance paymentSBC shall honor, which release and SBC shall be obligated to perform, all agreements that are set forth in form and substance reasonably satisfactory to Malvern and First Bank. In addition, Xxxxxxx shall be permitted to grant retention bonuses to Employees of Malvern as Section 4.14(e) of the date of this Agreement who remain employed by Xxxxxxx as of the Effective Time, with such Employees and retention bonus amounts determined mutually between Malvern and First BankCompany Disclosure Letter.

Employee Benefits and Contracts. (a) Unless otherwise agreed between First Bank and a Covered EmployeeFollowing the Effective Time, for the period beginning on the Closing Date and ending on the one year anniversary of the Closing Date (or such shorter period of employment, as the case may be), each employee of Malvern who remains employed by the Surviving Corporation or any First Bank Entity after the Closing Date (each, a “Covered Employee”) Regions at its election shall receive either (i) an annual rate provide generally to officers and employees of salary the Morgxx Xxxpanies, who at or wages after the Effective Time become employees of a Regions Company ("Continuing Employees"), employee benefits under employee benefit plans, on terms and annual cash bonus opportunity that is no less favorable than conditions which when taken as a whole are substantially similar to those currently provided by the annual rate of salary or wagesRegions Companies to their similarly situated officers and employees, or bonus opportunity(ii) maintain for the benefit of the Continuing Employees, as applicable, provided to such Covered Employee the employee benefits plans maintained by Malvern as of Morgxx xxx/or any Morgxx Xxxsidiary immediately prior to the Closing and Effective Time, provided that after the Effective Time there is no material reduction (iidetermined on an overall basis) benefits (excluding equity and other long-term incentive awards) that are substantially comparable in the aggregate to the benefits provided to similarly situated employees of First Bank; provided, that until such time as First Bank shall cause under the Covered Employees to participate in the applicable First Bank employee Morgxx xxxloyee benefit plans, the continued participation of the Covered Employees in Malvern Benefit Plans shall be deemed to satisfy the foregoing provisions of this clause (it being understood that participation in First Bank’s employee benefit plans may commence at different times with respect to each of First Bank’s employee benefit plans). (b) For In the case of Regions' election to provide employee benefits under Section 8.10(a)(i) of this Agreement, for purposes of determining a Covered Employee’s eligibility to participate participation and vesting (but not accrual of benefits) under First Bank’s Regions' employee benefit plans, (i) service under any qualified defined benefit plans of any Morgxx Xxxpany or any of its predecessors shall be treated as service under Regions' qualified defined benefit plans, (ii) service under any qualified defined contribution plans of any Morgxx Xxxpany or any of its predecessors shall be treated as service under Regions' qualified defined contribution plans, and (iii) service under any other employee benefit plans of any Morgxx Xxxpany or any of its predecessors shall be treated as service under any similar employee benefit plans maintained by Regions. Regions shall cause the Regions welfare benefit plans that cover the Continuing Employees after the Effective Time to (other than i) waive any defined waiting period and restrictions and limitations for preexisting conditions or insurability (except for pre-existing conditions that were excluded under Morgxx'x xxxfare benefit pension planplans), postand (ii) cause any deductible, co-employment health or welfare planinsurance, or equity incentive plan)maximum out-of- pocket payments made by the Continuing Employees under Morgxx'x xxxfare benefit plans to be credited to such Continuing Employees under the Regions welfare benefit plans, so as to reduce the service amount of a Covered Employee with a Malvern Entity any deductible, co-insurance, or maximum out-of-pocket payments payable by the Continuing Employees under the Regions welfare benefit plans. The continued coverage of the Continuing Employees under the employee benefits plans maintained by Morgxx xxx/or any Morgxx Xxxsidiary immediately prior to the Effective Time during a transition period continuing for a reasonable period of time after the Effective Time shall be treated as service deemed to provide the Continuing Employees with a First Bank Entity benefits that are no less favorable than those offered to the same extent that such service was recognized by the Malvern Entities under a corresponding Malvern Benefit Plan; provided, that such recognition of service shall not (i) operate to duplicate any benefits of a Covered Employee with respect to the same period of service or (ii) apply for purposes of any plan, program, policy, agreement or arrangement (x) under which similarly-situated other employees of First Bank Entities do not receive credit for prior service or Regions and its Subsidiaries, provided that after the Effective Time there is no material reduction (ydetermined on an overall basis) that is grandfathered or frozen, either with respect to level of in the benefits or participation. In no event shall any Covered Employee be eligible to participate in any closed or frozen plan of any First Bank Entityprovided under the Morgxx xxxloyee benefit plans. (c) The Malvern Entities Regions shall take and shall cause Morgxx xxx its Subsidiaries to honor all necessary action (including without limitation the adoption of resolutions employment, severance, consulting, and plan amendments and the delivery of any required notices) to terminate, effective as other compensation Contracts disclosed in Sections 7.2 or 8.10 of the day before Morgxx Xxxclosure Memorandum to Regions between any Morgxx Xxxpany and any current or former director, officer, or employee thereof, and all provisions for vested benefits or other vested amounts earned or accrued through the Closing Date, any Malvern Benefit Plan that is intended Effective Time under the Morgxx Xxxefit Plans. Regions shall be responsible for the fees related to constitute a tax-qualified defined contribution plan under Section 401(k) of the Internal Revenue Code (a “401(k) Plan”). Malvern shall provide First Bank with a copy of the resolutions, plan amendments, notices and other documents prepared to effectuate the termination of the 401(k) Plan in advance and give First Bank a reasonable opportunity to comment on such documents (which comments shall be considered in good faith), and prior to the Closing Date, Malvern shall provide First Bank with the final documentation evidencing that the 401(k) Plan has been terminatedMorgxx Xxxefit Plans. (d) Upon request by First Bank in writing prior to the Closing Date, the Malvern Entities shall cooperate in good faith with First Bank, effective on Closing Date, and conditioned upon the consummation of the transaction contemplated hereby, to amend, freeze, terminate or modify any Malvern Benefit Plan to the extent and in the manner determined by First Bank effective upon the Closing Date (or at such different time mutually agreed to by the parties) and consistent with applicable Law. Malvern shall provide First Bank with a copy of the resolutions, plan amendments, notices and other documents prepared to effectuate the actions contemplated by this Section 7.8(d), as applicable, and give First Bank a reasonable opportunity to comment on such documents (which comments shall be considered in good faith), and prior to the Closing Date, Malvern shall provide First Bank with the final documentation evidencing that the actions contemplated herein have been effectuated. (e) The provisions of this Section 7.8 are solely for the benefit of the Parties to this Agreement, and no employee, any dependent or beneficiary thereof, or any other individual associated therewith shall be regarded for any purpose as a third-party beneficiary of this Agreement. In no event shall the terms of this Agreement: (i) establish, amend, or modify any Malvern Benefit Plan or any employee benefit plan, program, policy, agreement or arrangement maintained or sponsored by First Bank, Malvern or any of their respective Affiliates; (ii) alter or limit the ability of any First Bank Entity (including, after the Closing Date, the Malvern Entities) to amend, modify or terminate any Malvern Benefit Plan or any other employee benefit plan, program, policy, agreement or arrangement after the Closing Date; or (iii) confer upon any current or former employee or other service provider any right to employment or continued employment or continued service with any First Bank Entity (including, following the Closing Date, the Malvern Entities), or constitute or create an employment agreement with any employee, or interfere with or restrict in any way the rights of the Surviving Corporation, Malvern, First Bank or any Subsidiary or Affiliate thereof to discharge or terminate the services of any employee or other service provider at any time for any reason whatsoever. (f) Malvern and Malvern Bank shall take or cause to be taken all such actions as may be necessary to effect the actions set forth below relating to Malvern’s employee stock ownership plan (the “Malvern ESOP”) prior to or simultaneous with the Effective Time, as applicable. Effective on the fifth (5th) Business Day before the Effective Time, the ESOP shall be terminated (the “ESOP Termination Date”). No new participants shall be admitted on or after the ESOP Termination Date and all existing ESOP participants’ accounts shall become fully vested and 100% non-forfeitable. Malvern Bank shall direct the ESOP trustee to remit a sufficient number of shares of Malvern Common Stock held in the Malvern ESOP’s Loan Suspense Account (as defined in Section 2.01(z) of the Malvern ESOP) to Malvern to repay the outstanding ESOP loan in full, with each remitted share to be valued equal to the closing price of Malvern Common Stock on the day immediately prior to the ESOP Termination Date. All remaining shares of Malvern Common Stock held by the ESOP as of the Effective Time shall be exchanged for the Merger Consideration. After repayment of the outstanding ESOP loan and the exchange of the shares of Malvern Common Stock for the Merger Consideration, the Merger Consideration received upon conversion of the remaining shares of Malvern Common Stock held in the Malvern ESOP’s Loan Suspense Account shall be deemed to be earnings and shall be allocated as earnings to the accounts of the ESOP participants who are employed as of the ESOP Termination Date based on their account balances under the ESOP as of the ESOP Termination Date and distributed to ESOP participants after the receipt of a favorable determination letter from the IRS. No benefit distributions shall be made from the ESOP without the prior written consent of First Bank before the IRS issues a favorable determination letter with respect to the tax-qualified status of the ESOP on termination unless otherwise required by law. Prior to the Effective Time, Malvern shall take all such actions as are necessary to submit the application for favorable determination letter in advance of the Effective Time (and to provide First Bank with the opportunity to review the application for a favorable determination letter at least twenty (20) days prior to the filing date with the IRS), and following the Effective Time, First Bank shall use its best efforts in good faith to obtain such favorable determination letter as promptly as possible (including, but not limited to, making such changes to the ESOP as may be required by the IRS as a condition to its issuance of a favorable determination letter). Xxxxxxx, Malvern Bank, and following the Effective Time, First Bank, will adopt such amendments to the ESOP to effect the provisions of this Section 7.8(f). Promptly following the receipt of a favorable determination letter from the IRS regarding the qualified status of the ESOP upon its termination, the account balances in the ESOP shall either be distributed to participants and beneficiaries or transferred to an eligible tax-qualified retirement plan or individual retirement account as a participant or beneficiary may direct. (g) Employees of Malvern as of the date of the Agreement who remain employed by Xxxxxxx as of the Effective Time and whose employment is terminated by First Bank or Malvern Bank (absent termination for cause) within the time period set forth in Section 7.8(g)(i) of Malvern’s Disclosure Memorandum shall receive severance pay equal to the amounts set forth in Section 7.8(g) of First Bank’s Disclosure Memorandum, subject to receipt of an effective release of claims from the employee receiving such severance payment, which release shall be in form and substance reasonably satisfactory to Malvern and First Bank. In addition, Xxxxxxx shall be permitted to grant retention bonuses to Employees of Malvern as of the date of this Agreement who remain employed by Xxxxxxx as of the Effective Time, with such Employees and retention bonus amounts determined mutually between Malvern and First Bank.

Employee Benefits and Contracts. (a) Unless otherwise agreed between First Bank Following the Effective Time, SBC shall maintain or cause to be maintained employee benefit plans and a Covered Employee, compensation opportunities for the period beginning benefit of employees (as a group) who are full-time active employees of Apollo and/or its subsidiaries on the Closing Date and ending on the one year anniversary of the Closing Date (or such shorter period of employment, as the case may be), each employee of Malvern who remains employed by the Surviving Corporation or any First Bank Entity after the Closing Date (each, a “Covered EmployeeEmployees”) shall receive (i) an annual rate of salary or wages that provide employee benefits and annual cash bonus opportunity that is no less favorable than compensation opportunities which, in the annual rate of salary or wagesaggregate, or bonus opportunity, as applicable, provided to such Covered Employee by Malvern as of immediately prior to the Closing and (ii) benefits (excluding equity and other long-term incentive awards) that are substantially comparable in the aggregate to the employee benefits provided and compensation opportunities that are made available on a uniform and non-discriminatory basis to similarly situated employees of First BankSBC or its Subsidiaries, as applicable; provided, that until such time as First Bank shall cause the Covered Employees to participate in the applicable First Bank employee benefit plans, the continued participation of the Covered Employees in Malvern Benefit Plans shall be deemed to satisfy the foregoing provisions of this clause (it being understood that participation in First Bank’s employee benefit plans may commence at different times with respect to each of First Bank’s employee benefit plans). (b) For purposes of determining a Covered Employee’s eligibility to participate and vesting under First Bank’s employee benefit plans (other than any defined benefit pension plan, post-employment health or welfare plan, or equity incentive plan), the service of a Covered Employee with a Malvern Entity prior to the Effective Time shall be treated as service with a First Bank Entity to the same extent that such service was recognized by the Malvern Entities under a corresponding Malvern Benefit Plan; providedhowever, that such recognition of service shall not (i) operate to duplicate any benefits of a Covered Employee with respect to the same period of service or (ii) apply for purposes of any plan, program, policy, agreement or arrangement (x) under which similarly-situated employees of First Bank Entities do not receive credit for prior service or (y) that is grandfathered or frozen, either with respect to level of benefits or participation. In in no event shall any Covered Employee be eligible to participate in any closed or frozen plan of SBC or its Subsidiaries; and provided further that in no event shall SBC be required to take into account any First Bank Entityretention arrangements or equity compensation when determining whether employee benefits are substantially comparable. SBC shall give the Covered Employees full credit for their prior service with Apollo and its Subsidiaries (i) for purposes of eligibility (including initial participation and eligibility for current benefits) and vesting under any qualified or non-qualified employee benefit plan maintained by SBC and in which Covered Employees may be eligible to participate and (ii) for all purposes under any welfare benefit plans, vacation plans and similar arrangements maintained by SBC. (b) With respect to any employee benefit plan of SBC that is a health, dental, vision or other welfare plan in which any Covered Employee is eligible to participate, for the plan year in which such Covered Employee is first eligible to participate, SBC or its applicable Subsidiary shall use its commercially reasonable best efforts to (i) cause any pre-existing condition limitations or eligibility waiting periods under such SBC or Subsidiary plan to be waived with respect to such Covered Employee to the extent such condition was or would have been covered under the Benefit Plan in which such Covered Employee participated immediately prior to the Effective Time, and (ii) recognize any health, dental, vision or other welfare expenses incurred by such Covered Employee in the year that includes the Closing Date (or, if later, the year in which such Covered Employee is first eligible to participate) for purposes of any applicable deductible and annual out-of-pocket expense requirements under any such health, dental, vision or other welfare plan. (c) The Malvern Entities Prior to the Effective Time, Apollo shall take all actions requested by SBC that may be necessary action or appropriate to (including without limitation i) cause Apollo’s 401(k) Plan and such other Apollo Benefit Plans as specified no later than thirty (30) days prior to the adoption Effective Time (or such earlier time as required pursuant to the requirements of resolutions and plan amendments and the delivery of any required noticessuch Apollo Benefits Plan) to terminate, effective terminate as of the day before Effective Time, or as of the Closing Datedate immediately preceding the Effective Time, (ii) cause benefit accruals and entitlements under any Malvern Benefit Plan that is intended to constitute a tax-qualified defined contribution plan under Section 401(k) cease as of the Internal Revenue Code (a “401(k) Plan”). Malvern shall provide First Bank with a copy Effective Time, or as of the date immediately preceding the Effective Time, (iii) cause the continuation on and after the Effective Time of any contract, arrangement or insurance policy relating to any Benefit Plan for such period as may be requested by SBC, or (iv) facilitate the merger of any Benefit Plan into any employee benefit plan maintained by SBC or an SBC Subsidiary. All resolutions, plan amendmentsnotices, notices and or other documents prepared to effectuate issued, adopted or executed in connection with the termination implementation of the 401(kthis Section 4.14(c) Plan in advance and give First Bank a reasonable opportunity to comment on such documents (which comments shall be considered in good faith)subject to SBC’s reasonable prior review and approval, and prior to the Closing Datewhich shall not be unreasonably withheld, Malvern shall provide First Bank with the final documentation evidencing that the 401(k) Plan has been terminatedconditioned, or delayed. (d) Upon request by First Bank Nothing in writing prior to the Closing Date, the Malvern Entities shall cooperate in good faith with First Bank, effective on Closing Date, and conditioned upon the consummation of the transaction contemplated hereby, to amend, freeze, terminate or modify any Malvern Benefit Plan to the extent and in the manner determined by First Bank effective upon the Closing Date (or at such different time mutually agreed to by the parties) and consistent with applicable Law. Malvern shall provide First Bank with a copy of the resolutions, plan amendments, notices and other documents prepared to effectuate the actions contemplated by this Section 7.8(d), as applicable, and give First Bank a reasonable opportunity to comment on such documents (which comments 4.14 shall be considered in good faith), and prior construed to limit the Closing Date, Malvern shall provide First Bank with the final documentation evidencing that the actions contemplated herein have been effectuated. (e) The provisions right of this Section 7.8 are solely for the benefit of the Parties to this Agreement, and no employee, any dependent or beneficiary thereof, or any other individual associated therewith shall be regarded for any purpose as a third-party beneficiary of this Agreement. In no event shall the terms of this Agreement: (i) establish, amend, or modify any Malvern Benefit Plan or any employee benefit plan, program, policy, agreement or arrangement maintained or sponsored by First Bank, Malvern SBC or any of their respective Affiliates; (ii) alter or limit the ability of any First Bank Entity (including, after the Closing Date, the Malvern Entities) to amend, modify or terminate any Malvern Benefit Plan or any other employee benefit plan, program, policy, agreement or arrangement after the Closing Date; or (iii) confer upon any current or former employee or other service provider any right to employment or continued employment or continued service with any First Bank Entity its Subsidiaries (including, following the Closing Date, Apollo) to amend or terminate any Benefit Plan or other employee benefit plan, to the Malvern Entitiesextent such amendment or termination is permitted by the terms of the applicable plan, nor shall anything in this Section 4.14 be construed to require SBC or any of its Subsidiaries (including, following the Closing Date, Apollo) to retain the employment of any particular Covered Employee for any fixed period of time following the Closing Date, and the continued retention (or termination) by SBC or any of its Subsidiaries of any Covered Employee subsequent to the Effective Time shall be subject in all events to SBC’s or its applicable Subsidiary’s normal and customary employment procedures and practices, including customary background screening and evaluation procedures, and satisfactory employment performance. (e) If, within six (6) months after the Effective Time, any Covered Employee (other than those Covered Employees who enter into employment or retention agreements with SBC or SNB), is terminated by SBC or constitute its Subsidiaries other than (i) “for cause” or create (ii) as a result of death, disability or unsatisfactory job performance, then SBC shall pay severance to such Covered Employee in an employment agreement with any employee, or interfere with or restrict amount as set forth in any way the rights severance policies set forth in Section 4.14(e)(i) of the Surviving Corporation, Malvern, First Bank or any Subsidiary or Affiliate thereof Seacoast Disclosure Letter (and based upon the non-exempt and exempt status and/or title for the Covered Employee with Apollo at the Closing). Any severance to discharge or terminate which a Covered Employee may be entitled in connection with a termination occurring more than six (6) months after the services Effective Time will be as set forth in the severance policies set forth in Section 4.14(e)(ii) of any employee or other service provider at any time for any reason whatsoeverthe Seacoast Disclosure Letter. (f) Malvern and Malvern Bank At or before the Closing Apollo shall take or cause to be taken all such actions as may be necessary to effect make the actions payments set forth below relating to Malvern’s employee stock ownership plan (the “Malvern ESOP”) prior to or simultaneous with the Effective Time, as applicable. Effective on the fifth (5th) Business Day before the Effective Time, the ESOP shall be terminated (the “ESOP Termination Date”). No new participants shall be admitted on or after the ESOP Termination Date and all existing ESOP participants’ accounts shall become fully vested and 100% non-forfeitable. Malvern Bank shall direct the ESOP trustee to remit a sufficient number of shares of Malvern Common Stock held in the Malvern ESOP’s Loan Suspense Account (as defined in Section 2.01(z4.14(f) of the Malvern ESOP) to Malvern to repay the outstanding ESOP loan in full, with each remitted share to be valued equal to the closing price of Malvern Common Stock on the day immediately prior to the ESOP Termination Date. All remaining shares of Malvern Common Stock held by the ESOP as of the Effective Time shall be exchanged for the Merger Consideration. After repayment of the outstanding ESOP loan and the exchange of the shares of Malvern Common Stock for the Merger Consideration, the Merger Consideration received upon conversion of the remaining shares of Malvern Common Stock held in the Malvern ESOP’s Loan Suspense Account shall be deemed to be earnings and shall be allocated as earnings to the accounts of the ESOP participants who are employed as of the ESOP Termination Date based on their account balances under the ESOP as of the ESOP Termination Date and distributed to ESOP participants after the receipt of a favorable determination letter from the IRS. No benefit distributions shall be made from the ESOP without the prior written consent of First Bank before the IRS issues a favorable determination letter with respect to the tax-qualified status of the ESOP on termination unless otherwise required by law. Prior to the Effective Time, Malvern shall take all such actions as are necessary to submit the application for favorable determination letter in advance of the Effective Time (and to provide First Bank with the opportunity to review the application for a favorable determination letter at least twenty (20) days prior to the filing date with the IRS), and following the Effective Time, First Bank shall use its best efforts in good faith to obtain such favorable determination letter as promptly as possible (including, but not limited to, making such changes to the ESOP as may be required by the IRS as a condition to its issuance of a favorable determination letter). Xxxxxxx, Malvern Bank, and following the Effective Time, First Bank, will adopt such amendments to the ESOP to effect the provisions of this Section 7.8(f). Promptly following the receipt of a favorable determination letter from the IRS regarding the qualified status of the ESOP upon its termination, the account balances in the ESOP shall either be distributed to participants and beneficiaries or transferred to an eligible tax-qualified retirement plan or individual retirement account as a participant or beneficiary may directCompany Disclosure Letter. (g) Employees of Malvern as of the date of the Agreement who remain employed by Xxxxxxx as of the Effective Time and whose employment is terminated by First Bank or Malvern Bank (absent termination for cause) within the time period set forth in Section 7.8(g)(i) of Malvern’s Disclosure Memorandum shall receive severance pay equal to the amounts set forth in Section 7.8(g) of First Bank’s Disclosure Memorandum, subject to receipt of an effective release of claims from the employee receiving such severance payment, which release shall be in form and substance reasonably satisfactory to Malvern and First Bank. In addition, Xxxxxxx shall be permitted to grant retention bonuses to Employees of Malvern as of the date of this Agreement who remain employed by Xxxxxxx as of the Effective Time, with such Employees and retention bonus amounts determined mutually between Malvern and First Bank.

Employee Benefits and Contracts. (a) Unless otherwise agreed between First Bank and a Covered EmployeeFollowing the Effective Time, for the period beginning on the Closing Date and ending on the one year anniversary of the Closing Date (or such shorter period of employment, as the case may be), each employee of Malvern who remains employed by the Surviving Corporation or any First Bank Entity after the Closing Date (each, a “Covered Employee”) FLAG shall receive either (i) an annual rate continue to provide to officers and employees of salary or wages XXXXX BANK Entities employee benefits under XXXXX BANK's existing employee benefit and annual cash bonus opportunity that is no less favorable than the annual rate of salary or wageswelfare plans or, or bonus opportunity, as applicable, provided to such Covered Employee by Malvern as of immediately prior to the Closing and (ii) if FLAG shall determine to provide to officers and employees of XXXXX BANK Entities employee benefits (excluding equity under other employee benefit plans and other long-term incentive awards) that welfare plans, provide generally to officers and employees of XXXXX BANK Entities employee benefits under employee benefit and welfare plans, on terms and conditions which when taken as a whole are substantially comparable in similar to those currently provided by the aggregate FLAG Entities to the benefits provided to their similarly situated employees officers and employees. For purposes of First Bank; provided, that until such time as First Bank shall cause the Covered Employees to participate in the applicable First Bank participation and vesting (but not accrual of benefits) under FLAG's employee benefit plans, the continued participation of the Covered Employees in Malvern Benefit Plans shall be deemed to satisfy the foregoing provisions of this clause (it being understood that participation in First Bank’s employee benefit plans may commence at different times with respect to each of First Bank’s employee benefit plans). (bi) For purposes of determining a Covered Employee’s eligibility to participate and vesting service under First Bank’s employee benefit plans (other than any qualified defined benefit pension plan, post-employment health or welfare plan, or equity incentive plan), the service plan of a Covered Employee with a Malvern Entity prior to the Effective Time XXXXX BANK shall be treated as service with a First Bank Entity to the same extent that such service was recognized by the Malvern Entities under a corresponding Malvern Benefit Plan; providedFLAG's defined benefit plan, that such recognition of service shall not (i) operate to duplicate any benefits of a Covered Employee with respect to the same period of service or if any, (ii) apply for purposes of service under any plan, program, policy, agreement or arrangement (x) under which similarly-situated employees of First Bank Entities do not receive credit for prior service or (y) that is grandfathered or frozen, either with respect to level of benefits or participation. In no event shall any Covered Employee be eligible to participate in any closed or frozen plan of any First Bank Entity. (c) The Malvern Entities shall take all necessary action (including without limitation the adoption of resolutions and plan amendments and the delivery of any required notices) to terminate, effective as of the day before the Closing Date, any Malvern Benefit Plan that is intended to constitute a tax-qualified defined contribution plan under Section 401(k) plans of the Internal Revenue Code (a “401(k) Plan”). Malvern shall provide First Bank with a copy of the resolutions, plan amendments, notices and other documents prepared to effectuate the termination of the 401(k) Plan in advance and give First Bank a reasonable opportunity to comment on such documents (which comments XXXXX BANK shall be considered in good faith)treated as service under FLAG's qualified defined contribution plans, and prior to the Closing Date, Malvern shall provide First Bank with the final documentation evidencing that the 401(k(iii) Plan has been terminated. (d) Upon request by First Bank in writing prior to the Closing Date, the Malvern Entities shall cooperate in good faith with First Bank, effective on Closing Date, and conditioned upon the consummation of the transaction contemplated hereby, to amend, freeze, terminate or modify any Malvern Benefit Plan to the extent and in the manner determined by First Bank effective upon the Closing Date (or at such different time mutually agreed to by the parties) and consistent with applicable Law. Malvern shall provide First Bank with a copy of the resolutions, plan amendments, notices and other documents prepared to effectuate the actions contemplated by this Section 7.8(d), as applicable, and give First Bank a reasonable opportunity to comment on such documents (which comments shall be considered in good faith), and prior to the Closing Date, Malvern shall provide First Bank with the final documentation evidencing that the actions contemplated herein have been effectuated. (e) The provisions of this Section 7.8 are solely for the benefit of the Parties to this Agreement, and no employee, any dependent or beneficiary thereof, or any other individual associated therewith shall be regarded for any purpose as a third-party beneficiary of this Agreement. In no event shall the terms of this Agreement: (i) establish, amend, or modify any Malvern Benefit Plan or any employee benefit plan, program, policy, agreement or arrangement maintained or sponsored by First Bank, Malvern or any of their respective Affiliates; (ii) alter or limit the ability of any First Bank Entity (including, after the Closing Date, the Malvern Entities) to amend, modify or terminate any Malvern Benefit Plan or service under any other employee benefit planplans of XXXXX BANK shall be treated as service under any similar employee benefit plans maintained by FLAG. With respect to officers and employees of XXXXX BANK Entities who, program, policy, agreement at or arrangement after the Closing Date; or (iii) confer upon any current or former employee or other service provider any right to employment or continued employment or continued service with any First Bank Entity (including, following the Closing Date, the Malvern Entities), or constitute or create an employment agreement with any employee, or interfere with or restrict in any way the rights of the Surviving Corporation, Malvern, First Bank or any Subsidiary or Affiliate thereof to discharge or terminate the services of any employee or other service provider at any time for any reason whatsoever. (f) Malvern and Malvern Bank shall take or cause to be taken all such actions as may be necessary to effect the actions set forth below relating to Malvern’s employee stock ownership plan (the “Malvern ESOP”) prior to or simultaneous with the Effective Time, as applicable. Effective on the fifth (5th) Business Day before the Effective Timebecome employees of a FLAG Entity and who, the ESOP shall be terminated (the “ESOP Termination Date”). No new participants shall be admitted on or after the ESOP Termination Date and all existing ESOP participants’ accounts shall become fully vested and 100% non-forfeitable. Malvern Bank shall direct the ESOP trustee to remit a sufficient number of shares of Malvern Common Stock held in the Malvern ESOP’s Loan Suspense Account (as defined in Section 2.01(z) of the Malvern ESOP) to Malvern to repay the outstanding ESOP loan in full, with each remitted share to be valued equal to the closing price of Malvern Common Stock on the day immediately prior to the ESOP Termination Date. All remaining shares of Malvern Common Stock held by the ESOP as of the Effective Time shall be exchanged for the Merger Consideration. After repayment of the outstanding ESOP loan and the exchange of the shares of Malvern Common Stock for the Merger Consideration, the Merger Consideration received upon conversion of the remaining shares of Malvern Common Stock held in the Malvern ESOP’s Loan Suspense Account shall be deemed to be earnings and shall be allocated as earnings to the accounts of the ESOP participants who are employed as of the ESOP Termination Date based on their account balances under the ESOP as of the ESOP Termination Date and distributed to ESOP participants after the receipt of a favorable determination letter from the IRS. No benefit distributions shall be made from the ESOP without the prior written consent of First Bank before the IRS issues a favorable determination letter with respect to the tax-qualified status of the ESOP on termination unless otherwise required by law. Prior to the Effective Time, Malvern are participants in one or more employee welfare benefit plans maintained by XXXXX BANK Entities, FLAG shall take all cause each comparable employee welfare benefit plan which is substituted for a XXXXX BANK welfare benefit plan to waive any evidence of insurability or similar provision, to provide credit for such actions as are necessary participation prior to submit such substitution with regard to the application of any pre-existing condition limitation, and to provide credit towards satisfaction of any deductible or out-of-pocket provisions for favorable determination letter expenses incurred by such participants during the period prior to such substitution, if any, that overlaps with the then current plan year for each such substituted employee welfare benefit plans. FLAG also shall cause the Surviving Bank and its Subsidiaries to honor in advance accordance with their terms all employment, severance, consulting and other compensation Contracts disclosed in Section 8.13 of XXXXX BANK Disclosure Memorandum to FLAG between any XXXXX BANK Entity and any current or former director, officer, or employee thereof, and all provisions for vested benefits or other vested amounts earned or accrued through the Effective Time (and to provide First Bank with the opportunity to review the application for a favorable determination letter at least twenty (20) days prior to the filing date with the IRS), and following the Effective Time, First Bank shall use its best efforts in good faith to obtain such favorable determination letter as promptly as possible (including, but not limited to, making such changes to the ESOP as may be required by the IRS as a condition to its issuance of a favorable determination letter). Xxxxxxx, Malvern Bank, and following the Effective Time, First Bank, will adopt such amendments to the ESOP to effect the provisions of this Section 7.8(f). Promptly following the receipt of a favorable determination letter from the IRS regarding the qualified status of the ESOP upon its termination, the account balances in the ESOP shall either be distributed to participants and beneficiaries or transferred to an eligible tax-qualified retirement plan or individual retirement account as a participant or beneficiary may directunder XXXXX BANK Benefit Plans. (g) Employees of Malvern as of the date of the Agreement who remain employed by Xxxxxxx as of the Effective Time and whose employment is terminated by First Bank or Malvern Bank (absent termination for cause) within the time period set forth in Section 7.8(g)(i) of Malvern’s Disclosure Memorandum shall receive severance pay equal to the amounts set forth in Section 7.8(g) of First Bank’s Disclosure Memorandum, subject to receipt of an effective release of claims from the employee receiving such severance payment, which release shall be in form and substance reasonably satisfactory to Malvern and First Bank. In addition, Xxxxxxx shall be permitted to grant retention bonuses to Employees of Malvern as of the date of this Agreement who remain employed by Xxxxxxx as of the Effective Time, with such Employees and retention bonus amounts determined mutually between Malvern and First Bank.

Employee Benefits and Contracts. (a) Unless otherwise agreed between First Bank Following the Effective Time, SBC shall maintain or cause to be maintained employee benefit plans and a Covered Employee, compensation opportunities for the period beginning benefit of employees (as a group) who are full-time active employees of the Company and its Subsidiaries on the Closing Date and ending on the one year anniversary of the Closing Date (or such shorter period of employment, as the case may be), each employee of Malvern who remains employed by the Surviving Corporation or any First Bank Entity after the Closing Date (each, a “Covered EmployeeEmployees”) shall receive (i) an annual rate of salary or wages that provide employee benefits and annual cash bonus opportunity that is no less favorable than compensation opportunities which, in the annual rate of salary or wagesaggregate, or bonus opportunity, as applicable, provided to such Covered Employee by Malvern as of immediately prior to the Closing and (ii) benefits (excluding equity and other long-term incentive awards) that are substantially comparable in the aggregate to the employee benefits provided and compensation opportunities that are made available on a uniform and non-discriminatory basis to similarly situated employees of First BankSBC or its Subsidiaries, as applicable; provided, that until such time as First Bank shall cause the Covered Employees to participate in the applicable First Bank employee benefit plans, the continued participation of the Covered Employees in Malvern Benefit Plans shall be deemed to satisfy the foregoing provisions of this clause (it being understood that participation in First Bank’s employee benefit plans may commence at different times with respect to each of First Bank’s employee benefit plans). (b) For purposes of determining a Covered Employee’s eligibility to participate and vesting under First Bank’s employee benefit plans (other than any defined benefit pension plan, post-employment health or welfare plan, or equity incentive plan), the service of a Covered Employee with a Malvern Entity prior to the Effective Time shall be treated as service with a First Bank Entity to the same extent that such service was recognized by the Malvern Entities under a corresponding Malvern Benefit Plan; providedhowever, that such recognition of service shall not (i) operate to duplicate any benefits of a Covered Employee with respect to the same period of service or (ii) apply for purposes of any plan, program, policy, agreement or arrangement (x) under which similarly-situated employees of First Bank Entities do not receive credit for prior service or (y) that is grandfathered or frozen, either with respect to level of benefits or participation. In in no event shall any Covered Employee be eligible to participate in any closed or frozen plan of SBC or its Subsidiaries. SBC shall give the Covered Employees full credit for their prior service with the Company and its Subsidiaries (i) for purposes of eligibility (including initial participation and eligibility for current benefits) and vesting under any First Bank Entityqualified or non-qualified employee benefit plan maintained by SBC and in which Covered Employees may be eligible to participate and (ii) for all purposes under any welfare benefit plans, vacation plans and similar arrangements maintained by SBC. (b) With respect to any employee benefit plan of SBC that is a health, dental, vision or other welfare plan in which any Covered Employee is eligible to participate, for the plan year in which such Covered Employee is first eligible to participate, SBC or its applicable Subsidiary shall use its commercially reasonable best efforts to (i) cause any pre-existing condition limitations or eligibility waiting periods under such SBC or Subsidiary plan to be waived with respect to such Covered Employee to the extent such condition was or would have been covered under the Company Benefit Plan in which such Covered Employee participated immediately prior to the Effective Time, and (ii) recognize any health, dental, vision or other welfare expenses incurred by such Covered Employee in the year that includes the Closing Date (or, if later, the year in which such Covered Employee is first eligible to participate) for purposes of any applicable deductible and annual out-of-pocket expense requirements under any such health, dental, vision or other welfare plan. (c) The Malvern Entities Prior to the Effective Time, the Company shall take take, and shall cause its Subsidiaries to take, all actions requested by SBC that may be necessary action or appropriate to (including without limitation i) cause one or more the adoption of resolutions and plan amendments and the delivery of any required notices) Company Benefits Plans to terminate, effective terminate as of the day before Effective Time, or as of the Closing Datedate immediately preceding the Effective Time, (ii) cause benefit accruals and entitlements under any Malvern the Company Benefit Plan that is intended to constitute a tax-qualified defined contribution plan under Section 401(k) cease as of the Internal Revenue Code (a “401(k) Plan”). Malvern shall provide First Bank with a copy Effective Time, or as of the date immediately preceding the Effective Time, (iii) cause the continuation on and after the Effective Time of any contract, arrangement or insurance policy relating to any Company Benefit Plan for such period as may be requested by SBC, or (iv) facilitate the merger of any Company Benefit Plan into any employee benefit plan maintained by SBC or an SBC Subsidiary. All resolutions, plan amendmentsnotices, notices and or other documents prepared to effectuate issued, adopted or executed in connection with the termination implementation of the 401(kthis Section 4.14(c) Plan in advance and give First Bank a reasonable opportunity to comment on such documents (which comments shall be considered in good faith)subject to SBC’s reasonable prior review and approval, and prior to the Closing Datewhich shall not be unreasonably withheld, Malvern shall provide First Bank with the final documentation evidencing that the 401(k) Plan has been terminatedconditioned or delayed. (d) Upon request by First Bank Nothing in writing prior to the Closing Date, the Malvern Entities shall cooperate in good faith with First Bank, effective on Closing Date, and conditioned upon the consummation of the transaction contemplated hereby, to amend, freeze, terminate or modify any Malvern Benefit Plan to the extent and in the manner determined by First Bank effective upon the Closing Date (or at such different time mutually agreed to by the parties) and consistent with applicable Law. Malvern shall provide First Bank with a copy of the resolutions, plan amendments, notices and other documents prepared to effectuate the actions contemplated by this Section 7.8(d), as applicable, and give First Bank a reasonable opportunity to comment on such documents (which comments 4.14 shall be considered in good faith), and prior construed to limit the Closing Date, Malvern shall provide First Bank with the final documentation evidencing that the actions contemplated herein have been effectuated. (e) The provisions right of this Section 7.8 are solely for the benefit of the Parties to this Agreement, and no employee, any dependent or beneficiary thereof, or any other individual associated therewith shall be regarded for any purpose as a third-party beneficiary of this Agreement. In no event shall the terms of this Agreement: (i) establish, amend, or modify any Malvern Benefit Plan or any employee benefit plan, program, policy, agreement or arrangement maintained or sponsored by First Bank, Malvern SBC or any of their respective Affiliates; (ii) alter or limit the ability of any First Bank Entity (including, after the Closing Date, the Malvern Entities) to amend, modify or terminate any Malvern Benefit Plan or any other employee benefit plan, program, policy, agreement or arrangement after the Closing Date; or (iii) confer upon any current or former employee or other service provider any right to employment or continued employment or continued service with any First Bank Entity its Subsidiaries (including, following the Closing Date, the Malvern Entities)Company and its Subsidiaries) to amend or terminate any Company Benefit Plan or other employee benefit plan, to the extent such amendment or constitute or create an employment agreement with any employee, or interfere with or restrict in any way termination is permitted by the rights terms of the Surviving Corporationapplicable plan, Malvern, First Bank nor shall anything in this Section 4.14 be construed to require SBC or any Subsidiary or Affiliate thereof of its Subsidiaries (including, following the Closing Date, the Company and its Subsidiaries) to discharge or terminate retain the services employment of any employee or other service provider at any time particular Covered Employee for any reason whatsoever. fixed period of time following the Closing Date, and the continued retention (for termination) Malvern and Malvern Bank shall take by SBC or cause any of its Subsidiaries of any Covered Employee subsequent to be taken all such actions as may be necessary to effect the actions set forth below relating to Malvern’s employee stock ownership plan (the “Malvern ESOP”) prior to or simultaneous with the Effective Time, as applicable. Effective on the fifth (5th) Business Day before the Effective Time, the ESOP shall be terminated (the “ESOP Termination Date”). No new participants shall be admitted on or after the ESOP Termination Date and all existing ESOP participants’ accounts shall become fully vested and 100% non-forfeitable. Malvern Bank shall direct the ESOP trustee to remit a sufficient number of shares of Malvern Common Stock held in the Malvern ESOP’s Loan Suspense Account (as defined in Section 2.01(z) of the Malvern ESOP) to Malvern to repay the outstanding ESOP loan in full, with each remitted share to be valued equal to the closing price of Malvern Common Stock on the day immediately prior to the ESOP Termination Date. All remaining shares of Malvern Common Stock held by the ESOP as of the Effective Time shall be exchanged for the Merger Consideration. After repayment of the outstanding ESOP loan subject in all events to SBC’s or its applicable Subsidiary’s normal and the exchange of the shares of Malvern Common Stock for the Merger Considerationcustomary employment procedures and practices, the Merger Consideration received upon conversion of the remaining shares of Malvern Common Stock held in the Malvern ESOP’s Loan Suspense Account shall be deemed to be earnings including customary background screening and shall be allocated as earnings to the accounts of the ESOP participants who are employed as of the ESOP Termination Date based on their account balances under the ESOP as of the ESOP Termination Date evaluation procedures, and distributed to ESOP participants satisfactory employment performance. (e) If, within six (6) months after the receipt of a favorable determination letter from the IRS. No benefit distributions shall be made from the ESOP without the prior written consent of First Bank before the IRS issues a favorable determination letter with respect to the tax-qualified status of the ESOP on termination unless otherwise required by law. Prior to the Effective Time, Malvern shall take all such actions as are necessary to submit the application for favorable determination letter in advance of the Effective Time (and to provide First Bank with the opportunity to review the application for a favorable determination letter at least twenty (20) days prior to the filing date with the IRS), and following the Effective Time, First Bank shall use its best efforts in good faith to obtain such favorable determination letter as promptly as possible (including, but not limited to, making such changes to the ESOP as may be required by the IRS as a condition to its issuance of a favorable determination letter). Xxxxxxx, Malvern Bank, and following the Effective Time, First Bank, will adopt such amendments to the ESOP to effect the provisions of this Section 7.8(f). Promptly following the receipt of a favorable determination letter from the IRS regarding the qualified status of the ESOP upon its termination, the account balances in the ESOP shall either be distributed to participants and beneficiaries or transferred to an eligible tax-qualified retirement plan or individual retirement account as a participant or beneficiary may direct. (g) Employees of Malvern as of the date of the Agreement who remain employed by Xxxxxxx as of the Effective Time and whose employment any Covered Employee is terminated by First Bank SBC or Malvern Bank (absent termination its Subsidiaries other than for cause) within “Cause” or as a result of unsatisfactory job performance, then SBC shall pay severance to such Covered Employee in an as amount set forth in the time period severance policies set forth in Section 7.8(g)(i4.14(e) of Malvern’s the SBC Disclosure Memorandum shall receive Letter (and based upon the non-exempt and exempt status and/or title for the Covered Employee with the Company at the Closing). Any severance pay equal to which a Covered Employee may be entitled in connection with a termination occurring more than six (6) months after the amounts Effective Time will be as set forth in the severance policies set forth in Section 7.8(g4.14(e) of First Bank’s the SBC Disclosure Memorandum, subject to receipt of an effective release of claims from the employee receiving such severance payment, which release shall be in form and substance reasonably satisfactory to Malvern and First Bank. In addition, Xxxxxxx shall be permitted to grant retention bonuses to Employees of Malvern as of the date of this Agreement who remain employed by Xxxxxxx as of the Effective Time, with such Employees and retention bonus amounts determined mutually between Malvern and First BankLetter.

Employee Benefits and Contracts. (a) Unless otherwise agreed between First Bank Following the Effective Time, Centura shall provide generally to officers and a Covered Employee, for the period beginning on the Closing Date and ending on the one year anniversary employees of the Closing Date First Coastal Companies, who at or after the Effective Time become employees of a Centura Company (or such shorter period of employment, as the case may be"Continuing Employees"), each employee of Malvern who remains employed benefits under employee benefit plans on terms and conditions which when taken as a whole are substantially similar to those currently provided by the Surviving Corporation or any First Bank Entity after the Closing Date Centura Companies to their similarly situated officers and employees. For purposes of eligibility, participation and vesting (eachbut not accrual of benefits) under such employee benefit plans, a “Covered Employee”) shall receive (i) an annual rate service under any qualified defined benefit plans of salary First Coastal shall be treated as service under Centura's qualified defined benefit plans, (ii) service under any qualified defined contribution plans of First Coastal shall be treated as service under Centura's qualified defined contribution plans, and (iii) service under any other employee benefit plans of First Coastal shall be treated as service under any similar employee benefit plans maintained by Centura. Centura shall cause the Centura welfare benefit plans that cover the Continuing Employees and dependents of such employees after the Effective Time to (i) waive any waiting period and restrictions and limitations for preexisting conditions or wages and annual cash bonus opportunity that is no less favorable than the annual rate of salary or wagesinsurability, or bonus opportunity, as applicable, provided to such Covered Employee by Malvern as of immediately prior to the Closing and (ii) benefits (excluding equity and other longcause any deductible, co-term incentive awards) that are substantially comparable insurance, or maximum out-of-pocket payments made by the Continuing Employees under First Coastal's welfare benefit plans for the plan year in effect as of the aggregate Effective Time to be credited to such Continuing Employees under the benefits provided to similarly situated employees of First Bank; provided, that until such time as First Bank shall cause the Covered Employees to participate in the applicable First Bank employee Centura welfare benefit plans, so as to reduce the amount of any deductible, co-insurance, or maximum out-of-pocket payments payable by the Continuing Employees under the Centura welfare benefit plans. The continued participation coverage of the Covered Continuing Employees in Malvern Benefit Plans shall be deemed to satisfy under the foregoing provisions of this clause (it being understood that participation in employee benefits plans maintained by First Bank’s employee benefit plans may commence at different times with respect to each of Coastal and/or any First Bank’s employee benefit plans). (b) For purposes of determining a Covered Employee’s eligibility to participate and vesting under First Bank’s employee benefit plans (other than any defined benefit pension plan, post-employment health or welfare plan, or equity incentive plan), the service of a Covered Employee with a Malvern Entity Coastal Subsidiary immediately prior to the Effective Time during a transition period shall be treated as service deemed to provide the Continuing Employees with a First Bank Entity benefits that are no less favorable than those offered to the same extent that such service was recognized by the Malvern Entities under a corresponding Malvern Benefit Plan; provided, that such recognition of service shall not (i) operate to duplicate any benefits of a Covered Employee with respect to the same period of service or (ii) apply for purposes of any plan, program, policy, agreement or arrangement (x) under which similarly-situated other employees of Centura and its Subsidiaries, provided that after the Effective Time there is no Material reduction (determined on an overall basis) in the benefits provided under the First Bank Entities do not receive credit for prior service or (y) that is grandfathered or frozenCoastal employee benefit plans. Centura shall, either with respect and shall cause First Coastal and its Subsidiaries to, honor all employment, severance, consulting, and other compensation Contracts disclosed in Section 8.13 of the First Coastal Disclosure Memorandum to level of benefits or participation. In no event shall any Covered Employee be eligible to participate in any closed or frozen plan of Centura between any First Bank Entity. (c) The Malvern Entities shall take all necessary action (including without limitation the adoption of resolutions Coastal Company and plan amendments and the delivery of any required notices) to terminate, effective as of the day before the Closing Date, any Malvern Benefit Plan that is intended to constitute a tax-qualified defined contribution plan under Section 401(k) of the Internal Revenue Code (a “401(k) Plan”). Malvern shall provide First Bank with a copy of the resolutions, plan amendments, notices and other documents prepared to effectuate the termination of the 401(k) Plan in advance and give First Bank a reasonable opportunity to comment on such documents (which comments shall be considered in good faith), and prior to the Closing Date, Malvern shall provide First Bank with the final documentation evidencing that the 401(k) Plan has been terminated. (d) Upon request by First Bank in writing prior to the Closing Date, the Malvern Entities shall cooperate in good faith with First Bank, effective on Closing Date, and conditioned upon the consummation of the transaction contemplated hereby, to amend, freeze, terminate or modify any Malvern Benefit Plan to the extent and in the manner determined by First Bank effective upon the Closing Date (or at such different time mutually agreed to by the parties) and consistent with applicable Law. Malvern shall provide First Bank with a copy of the resolutions, plan amendments, notices and other documents prepared to effectuate the actions contemplated by this Section 7.8(d), as applicable, and give First Bank a reasonable opportunity to comment on such documents (which comments shall be considered in good faith), and prior to the Closing Date, Malvern shall provide First Bank with the final documentation evidencing that the actions contemplated herein have been effectuated. (e) The provisions of this Section 7.8 are solely for the benefit of the Parties to this Agreement, and no employee, any dependent or beneficiary thereof, or any other individual associated therewith shall be regarded for any purpose as a third-party beneficiary of this Agreement. In no event shall the terms of this Agreement: (i) establish, amend, or modify any Malvern Benefit Plan or any employee benefit plan, program, policy, agreement or arrangement maintained or sponsored by First Bank, Malvern or any of their respective Affiliates; (ii) alter or limit the ability of any First Bank Entity (including, after the Closing Date, the Malvern Entities) to amend, modify or terminate any Malvern Benefit Plan or any other employee benefit plan, program, policy, agreement or arrangement after the Closing Date; or (iii) confer upon any current or former employee or other service provider any right to employment or continued employment or continued service with any First Bank Entity (includingdirector, following the Closing Date, the Malvern Entities)officer, or constitute or create an employment agreement with any employeeemployee thereof, or interfere with or restrict in any way the rights and all provisions of the Surviving Corporation, Malvern, First Bank or any Subsidiary or Affiliate thereof to discharge or terminate the services of any employee or other service provider at any time for any reason whatsoeverCoastal Benefit Plans. (f) Malvern and Malvern Bank shall take or cause to be taken all such actions as may be necessary to effect the actions set forth below relating to Malvern’s employee stock ownership plan (the “Malvern ESOP”) prior to or simultaneous with the Effective Time, as applicable. Effective on the fifth (5th) Business Day before the Effective Time, the ESOP shall be terminated (the “ESOP Termination Date”). No new participants shall be admitted on or after the ESOP Termination Date and all existing ESOP participants’ accounts shall become fully vested and 100% non-forfeitable. Malvern Bank shall direct the ESOP trustee to remit a sufficient number of shares of Malvern Common Stock held in the Malvern ESOP’s Loan Suspense Account (as defined in Section 2.01(z) of the Malvern ESOP) to Malvern to repay the outstanding ESOP loan in full, with each remitted share to be valued equal to the closing price of Malvern Common Stock on the day immediately prior to the ESOP Termination Date. All remaining shares of Malvern Common Stock held by the ESOP as of the Effective Time shall be exchanged for the Merger Consideration. After repayment of the outstanding ESOP loan and the exchange of the shares of Malvern Common Stock for the Merger Consideration, the Merger Consideration received upon conversion of the remaining shares of Malvern Common Stock held in the Malvern ESOP’s Loan Suspense Account shall be deemed to be earnings and shall be allocated as earnings to the accounts of the ESOP participants who are employed as of the ESOP Termination Date based on their account balances under the ESOP as of the ESOP Termination Date and distributed to ESOP participants after the receipt of a favorable determination letter from the IRS. No benefit distributions shall be made from the ESOP without the prior written consent of First Bank before the IRS issues a favorable determination letter with respect to the tax-qualified status of the ESOP on termination unless otherwise required by law. Prior to the Effective Time, Malvern shall take all such actions as are necessary to submit the application for favorable determination letter in advance of the Effective Time (and to provide First Bank with the opportunity to review the application for a favorable determination letter at least twenty (20) days prior to the filing date with the IRS), and following the Effective Time, First Bank shall use its best efforts in good faith to obtain such favorable determination letter as promptly as possible (including, but not limited to, making such changes to the ESOP as may be required by the IRS as a condition to its issuance of a favorable determination letter). Xxxxxxx, Malvern Bank, and following the Effective Time, First Bank, will adopt such amendments to the ESOP to effect the provisions of this Section 7.8(f). Promptly following the receipt of a favorable determination letter from the IRS regarding the qualified status of the ESOP upon its termination, the account balances in the ESOP shall either be distributed to participants and beneficiaries or transferred to an eligible tax-qualified retirement plan or individual retirement account as a participant or beneficiary may direct. (g) Employees of Malvern as of the date of the Agreement who remain employed by Xxxxxxx as of the Effective Time and whose employment is terminated by First Bank or Malvern Bank (absent termination for cause) within the time period set forth in Section 7.8(g)(i) of Malvern’s Disclosure Memorandum shall receive severance pay equal to the amounts set forth in Section 7.8(g) of First Bank’s Disclosure Memorandum, subject to receipt of an effective release of claims from the employee receiving such severance payment, which release shall be in form and substance reasonably satisfactory to Malvern and First Bank. In addition, Xxxxxxx shall be permitted to grant retention bonuses to Employees of Malvern as of the date of this Agreement who remain employed by Xxxxxxx as of the Effective Time, with such Employees and retention bonus amounts determined mutually between Malvern and First Bank.

Employee Benefits and Contracts. (a) Unless otherwise agreed between First Bank and a Covered Employee, for the period beginning on the Closing Date and ending on the one year anniversary All persons who are employees of the Closing Date (or such shorter period of employment, as the case may be), each employee of Malvern who remains employed by the Surviving Corporation or any First Bank Entity after the Closing Date (each, a “Covered Employee”) shall receive (i) an annual rate of salary or wages and annual cash bonus opportunity that is no less favorable than the annual rate of salary or wages, or bonus opportunity, as applicable, provided to such Covered Employee by Malvern as of Clover Entities immediately prior to the Closing and (ii) benefits (excluding equity and other long-term incentive awards) that are substantially comparable in the aggregate to the benefits provided to similarly situated employees of First Bank; provided, that until such time as First Bank shall cause the Covered Employees to participate in the applicable First Bank employee benefit plans, the continued participation of the Covered Employees in Malvern Benefit Plans shall be deemed to satisfy the foregoing provisions of this clause (it being understood that participation in First Bank’s employee benefit plans may commence at different times with respect to each of First Bank’s employee benefit plans). (b) For purposes of determining a Covered Employee’s eligibility to participate and vesting under First Bank’s employee benefit plans (other than any defined benefit pension plan, post-employment health or welfare plan, or equity incentive plan), the service of a Covered Employee with a Malvern Entity prior to the Effective Time shall be treated as service with a First Bank Entity to the same extent that such service was recognized by the Malvern Entities under a corresponding Malvern Benefit Plan; provided, that such recognition of service shall not (i) operate to duplicate any benefits of a Covered Employee with respect to the same period of service or (ii) apply for purposes of any plan, program, policy, agreement or arrangement (x) under which similarly-situated employees of First Bank Entities do not receive credit for prior service or (y) that is grandfathered or frozen, either with respect to level of benefits or participation. In no event shall any Covered Employee be eligible to participate in any closed or frozen plan of any First Bank Entity. (c) The Malvern Entities shall take all necessary action (including without limitation the adoption of resolutions and plan amendments and the delivery of any required notices) to terminate, effective as of the day before the Closing Date, any Malvern Benefit Plan that is intended to constitute a tax-qualified defined contribution plan under Section 401(k) of the Internal Revenue Code (a “401(k) Plan”). Malvern shall provide First Bank with a copy of the resolutions, plan amendments, notices and other documents prepared to effectuate the termination of the 401(k) Plan in advance and give First Bank a reasonable opportunity to comment on such documents (which comments shall be considered in good faith), and prior to the Closing Date, Malvern shall provide First Bank with the final documentation evidencing that the 401(k) Plan has been terminated. (d) Upon request by First Bank in writing prior to the Closing Date, the Malvern Entities shall cooperate in good faith with First Bank, effective on Closing Date, and conditioned upon the consummation of the transaction contemplated hereby, to amend, freeze, terminate or modify any Malvern Benefit Plan to the extent and in the manner determined by First Bank effective upon the Closing Date (or at such different time mutually agreed to by the parties) and consistent with applicable Law. Malvern shall provide First Bank with a copy of the resolutions, plan amendments, notices and other documents prepared to effectuate the actions contemplated by this Section 7.8(d), as applicable, and give First Bank a reasonable opportunity to comment on such documents (which comments shall be considered in good faith), and prior to the Closing Date, Malvern shall provide First Bank with the final documentation evidencing that the actions contemplated herein have been effectuated. (e) The provisions of this Section 7.8 are solely for the benefit of the Parties to this Agreement, and no employee, any dependent or beneficiary thereof, or any other individual associated therewith shall be regarded for any purpose as a third-party beneficiary of this Agreement. In no event shall the terms of this Agreement: (i) establish, amend, or modify any Malvern Benefit Plan or any employee benefit plan, program, policy, agreement or arrangement maintained or sponsored by First Bank, Malvern or any of their respective Affiliates; (ii) alter or limit the ability of any First Bank Entity (including, after the Closing Date, the Malvern Entities) to amend, modify or terminate any Malvern Benefit Plan or any other employee benefit plan, program, policy, agreement or arrangement after the Closing Date; or (iii) confer upon any current or former employee or other service provider any right to employment or continued employment or continued service with any First Bank Entity (including, following the Closing Date, the Malvern Entities), or constitute or create an employment agreement with any employee, or interfere with or restrict in any way the rights of the Surviving Corporation, Malvern, First Bank or any Subsidiary or Affiliate thereof to discharge or terminate the services of any employee or other service provider at any time for any reason whatsoever. (f) Malvern and Malvern Bank shall take or cause to be taken all such actions as may be necessary to effect the actions set forth below relating to Malvern’s employee stock ownership plan (the “Malvern ESOP”) prior to or simultaneous with the Effective Time, as applicable. Effective on the fifth (5th) Business Day before the Effective Time, the ESOP shall be terminated (the “ESOP Termination Date”). No new participants shall be admitted on or after the ESOP Termination Date and all existing ESOP participants’ accounts shall become fully vested and 100% non-forfeitable. Malvern Bank shall direct the ESOP trustee to remit a sufficient number of shares of Malvern Common Stock held in the Malvern ESOP’s Loan Suspense Account (as defined in Section 2.01(z) of the Malvern ESOP) to Malvern to repay the outstanding ESOP loan in full, with each remitted share to be valued equal to the closing price of Malvern Common Stock on the day immediately prior to the ESOP Termination Date. All remaining shares of Malvern Common Stock held by the ESOP as of the Effective Time shall be exchanged for the Merger Consideration. After repayment of the outstanding ESOP loan and the exchange of the shares of Malvern Common Stock for the Merger Consideration, the Merger Consideration received upon conversion of the remaining shares of Malvern Common Stock held in the Malvern ESOP’s Loan Suspense Account shall be deemed to be earnings and shall be allocated as earnings to the accounts of the ESOP participants who are employed as of the ESOP Termination Date based on their account balances under the ESOP as of the ESOP Termination Date and distributed to ESOP participants after the receipt of a favorable determination letter from the IRS. No benefit distributions shall be made from the ESOP without the prior written consent of First Bank before the IRS issues a favorable determination letter with respect to the tax-qualified status of the ESOP on termination unless otherwise required by law. Prior to the Effective Time, Malvern shall take all such actions as are necessary to submit the application for favorable determination letter in advance of the Effective Time (and to provide First Bank with the opportunity to review the application for a favorable determination letter at least twenty (20) days prior to the filing date with the IRS), and following the Effective Time, First Bank shall use its best efforts in good faith to obtain such favorable determination letter as promptly as possible (including, but not limited to, making such changes to the ESOP as may be required by the IRS as a condition to its issuance of a favorable determination letter). Xxxxxxx, Malvern Bank, and following the Effective Time, First Bank, will adopt such amendments to the ESOP to effect the provisions of this Section 7.8(f). Promptly following the receipt of a favorable determination letter from the IRS regarding the qualified status of the ESOP upon its termination, the account balances in the ESOP shall either be distributed to participants and beneficiaries or transferred to an eligible tax-qualified retirement plan or individual retirement account as a participant or beneficiary may direct. (g) Employees of Malvern as of the date of the Agreement who remain employed by Xxxxxxx as of the Effective Time and whose employment is terminated by First Bank not terminated, if any, at or Malvern Bank prior to the Effective Time (absent termination for causea “Continuing Employee”) within shall, at the Effective Time or the time period set forth in Section 7.8(g)(i) of Malvern’s Disclosure Memorandum the Bank Merger, as applicable, become employees of Buyer or Buyer Bank, as applicable. Buyer and Buyer Bank shall receive severance pay equal to the amounts set forth in Section 7.8(g) honor all Clover employment and change of First Bank’s Disclosure Memorandum, subject to receipt of an effective release of claims from the employee receiving such severance payment, which release shall be in form and substance reasonably satisfactory to Malvern and First Bank. In addition, Xxxxxxx shall be permitted to grant retention bonuses to Employees of Malvern control agreements existing as of the date of this Agreement that have been disclosed to Buyer, regardless of whether the employees with such agreements are Continuing Employees or receive new agreements with Buyer. All of the Continuing Employees shall be employed at will, and no contractual right with respect to employment shall inure to such employees because of this Agreement, except as otherwise contemplated by this Agreement. (b) As of the Effective Time, and to the extent permitted by contribution and deduction limitations of ERISA and the Code with respect to Buyer Entities’ qualified plans, each Continuing Employee shall be employed on the same terms and conditions as similarly situated employees of Buyer Bank and eligible to participate in each of Buyer’s Employee Benefit Plans with full credit for prior service with Clover solely for purposes of eligibility and vesting. Notwithstanding any provision in this Agreement to the contrary, Buyer and Buyer Bank will not be required to take any action that could adversely affect the continuing qualification of Buyer’s 401(k) Plan. (c) As of the Effective Time, Buyer shall make available employer-provided benefits under Buyer Benefit Plans to each Continuing Employee on the same basis as it provides such coverage to Buyer or Buyer Bank employees. With respect to Buyer Benefit Plans providing health coverage, Buyer shall use commercially reasonable efforts to cause any pre-existing condition, eligibility waiting period, or other limitations or exclusions otherwise applicable under such plans to new employees not to apply to a Continuing Employee or their covered dependents who were covered under a similar Clover plan at the Effective Time of the Merger. In addition, if any such transition occurs during the middle of a plan year, Buyer shall use commercially reasonable efforts to cause any such successor Buyer Employee Benefit Plan providing health coverage to give credit towards satisfaction of any annual deductible limitation and out-of-pocket maximum applied under such successor plan for any deductible, co-payment and other cost-sharing amounts previously paid by a Continuing Employee respecting his or her participation in the corresponding Clover Employee Benefit Plan during that plan year prior to the transition effective date. Notwithstanding the foregoing, and in lieu of the same, Buyer may continue Clover’s health and other employee welfare benefit plans for each Continuing Employee as in effect immediately prior to the Effective Time. (d) Any Continuing Employees who are not parties to an employment, change in control, or other type of agreement that provides for severance or other compensation upon a change in control or upon a separation from service following a change in control, who remain employed by Xxxxxxx Buyer or any of its Subsidiaries as of the Effective Time, and whose employment is terminated by Buyer or any of its Subsidiaries within four (4) months of the Effective Time shall receive the following severance benefits: severance pay equal to two (2) weeks of base weekly pay for each year of service with Clover Bank, with a minimum of four (4) weeks of base weekly pay and a maximum of thirty (30) weeks of base weekly pay. Such severance pay will be made at regular payroll intervals. Such severance payments will be in lieu of any severance pay plans that may be in effect at Clover or Clover Bank prior to the Effective Time. If termination of any such Continuing Employee’s employment occurs after the 4-month anniversary of the Effective Time, then such employee shall be entitled to receive the severance pay under any severance pay plans that may be in effect at such time at Buyer Bank. (e) Upon not less than ten (10) days’ notice prior to the Closing Date from Buyer to Clover, Clover shall cause the termination, amendment, or other appropriate modification of each Clover Benefit Plan as specified by Buyer in such notice such that no Clover Entity shall sponsor or otherwise have any further Liability thereunder in connection with such Employees applicable Clover Benefit Plans, effective as of the date which immediately proceeds the Closing Date. Upon such action, participants in such applicable Clover Benefit Plans that are described in ERISA Section 3(2) shall be one hundred percent (100%) vested in their account balances. (f) No officer, employee, or other Person (other than the Parties to this Agreement) shall be deemed a third-party or other beneficiary of this Section 7.9, and retention bonus amounts determined no such Person shall have any right or other entitlement to enforce any provision of this Agreement or seek any remedy in connection with this Agreement, except as set forth in Section 7.12. No provision of this Agreement constitutes or shall be deemed to constitute, an Employee Benefit Plan or other arrangement, an amendment of any Employee Benefit Plan or other arrangement, or any provision of any Employee Benefit Plan or other arrangement. (g) Clover shall take all appropriate action to terminate any Clover Benefit Plan which provides for a “cash or deferred arrangement” pursuant to Code Section 401(k) (each, a “401(k) Plan”) prior to the Closing Date; provided, however, that Buyer agrees that nothing in this Section 7.9 will require Clover to cause the final dissolution and liquidation of, or to amend (other than as may be required to maintain such plan’s compliance with the Code, ERISA, or other applicable Law), said plan prior to the Closing Date. (h) Unless otherwise directed by Buyer, Clover shall cause each of the employees identified in Section 7.9(h) of the Buyer Disclosure Memorandum to enter into settlement, waiver, and release agreements with Buyer and Buyer Bank, in a form mutually between Malvern agreeable to Clover and First Buyer, providing for the settlement and release of the Surviving Corporation’s and Surviving Bank’s obligations under the identified employees’ existing employment agreements and salary continuation agreements in exchange for the cash payments and other benefits provided under such agreements; provided, that, to the extent necessary, such cash payments shall be reduced so as to avoid the imposition of a 20% excise tax liability on employee pursuant to Section 4999 of the Code.

Employee Benefits and Contracts. (a) Unless otherwise agreed between First Bank and a Covered Employee, for the period beginning on the Closing Date and ending on the one year anniversary All persons who are employees of the Closing Date Seller Bank immediately prior to the Effective Time, including employees on approved leaves of absence, and whose employment is not terminated, if any, at or prior to the Effective Time (or such shorter period of employment, as the case may be), each employee of Malvern who remains employed by the Surviving Corporation or any First Bank Entity after the Closing Date (each, a “Covered Continuing Employee”) shall, at the Effective Time, become employees of the Surviving Bank; provided, however, that in no event shall receive (i) an annual rate any of salary the employees of the Seller Bank be officers of Parent or wages and annual cash bonus opportunity that is no less favorable than the annual rate of salary or wagesSurviving Bank, or bonus opportunityhave or exercise any power or duty conferred upon such an officer, unless and until duly elected or appointed to such position in accordance with the Bylaws and the policies and procedures of Parent or Surviving Bank. Parent and Surviving Bank, as applicable, provided to such Covered Employee by Malvern as of immediately prior to the Closing and (ii) benefits (excluding equity and other long-term incentive awards) that are substantially comparable in the aggregate to the benefits provided to shall provide Continuing Employees with compensation generally consistent with similarly situated employees of First Bank; provided, that until such time as First Surviving Bank shall cause the Covered Employees to participate in the applicable First Bank employee benefit plans, the continued participation similar market areas. All of the Covered Continuing Employees in Malvern Benefit Plans shall be deemed employed at the will of the Surviving Bank, and no contractual right to satisfy the foregoing provisions employment shall inure to such employees because of this clause (it being understood that participation Agreement except as may be otherwise expressly set forth in First Bank’s employee benefit plans may commence at different times with respect to each of First Bank’s employee benefit plans)this Agreement. (b) For purposes As of determining a Covered Employee’s eligibility the Effective Time, Parent shall make available employer-provided benefits under the Parent Plans to participate and vesting under First Bank’s employee benefit plans (other than any defined benefit pension plan, post-employment each Continuing Employee on the same basis as it provides such coverage to similarly situated Parent or State Bank employees. With respect to Parent Plans providing health or welfare plancoverage, Parent shall use commercially reasonable efforts to cause any pre-existing condition, eligibility waiting period, or equity incentive plan), other limitations or exclusions otherwise applicable under such plans to new employees not to apply to a Continuing Employee or their covered dependents who were covered under a similar Plan at the service Effective Time of the Merger. If any such transition occurs during the middle of a Covered plan year, Parent shall use commercially reasonable efforts to cause any such successor Parent Plan providing health or welfare coverage to give credit towards satisfaction of any annual deductible limitation and out-of-pocket maximum applied under such successor plan for any deductible, co-payment and other cost-sharing amounts previously paid by a Continuing Employee with a Malvern Entity respecting his or her participation in the corresponding Plan during that plan year prior to the Effective Time transition effective date. Each Continuing Employee shall be treated as entitled to full credit under any Parent Plan for prior service with a First the Seller Bank Entity solely for purposes of eligibility and vesting. (c) The Parties acknowledge and agree that all provisions contained in this Section 6.08 with respect to employees of the same extent that such service was recognized by Seller Bank and the Malvern Entities under a corresponding Malvern Benefit Plan; provided, that such recognition Subsidiaries are included for the sole benefit of service the respective parties hereto and shall not create any right (i) operate to duplicate in any benefits of a Covered Employee with respect to the same period of service other Person, including, without limitation, any employee, former employee or any participant or any beneficiary thereof in any Plan or Parent Plan, or (ii) apply for purposes to continued employment with the Seller Bank, any of the Subsidiaries, Parent or the Surviving Bank. After the Effective Time, nothing contained in this Section 6.08 is intended to be or shall be considered to be an amendment or adoption of any plan, program, policyagreement, agreement arrangement or arrangement policy of the Seller Bank, any of the Subsidiaries, Parent or the Surviving Bank nor shall it interfere with Parent’s, the Surviving Bank or any of the Subsidiaries’ right to amend, modify or terminate any Plan or to terminate the employment of any employee of the Seller Bank or the Subsidiaries for any reason. (xd) under which similarly-situated employees Upon not less than fifteen (15) days’ notice prior to the Closing Date from Parent to the Seller Bank, the Seller Bank shall cause the termination, amendment or other appropriate modification of First each Plan as specified by Parent in such notice such that neither the Seller Bank Entities do not receive credit for prior service or (y) that is grandfathered its Subsidiaries shall sponsor or frozenotherwise have any further Liability thereunder in connection with such applicable Plans, either except with respect to level Liabilities incurred prior to such time or in connection with such termination, amendment or modification and subject to the terms of benefits or participation. In no event shall any Covered Employee be eligible to participate in any closed or frozen plan of any First Bank Entity. (c) The Malvern Entities shall take all necessary action (including without limitation the adoption of resolutions and plan amendments and the delivery of any required notices) to terminatesuch Plan, effective as of the day before date which immediately precedes the Closing Date. (e) Notwithstanding Section 6.08(d), any Malvern Benefit (i) prior to the Closing, the appropriate board of directors among the Seller Bank and its Subsidiaries shall adopt resolutions terminating each Plan that is intended which provides for a “cash or deferred arrangement” pursuant to constitute a tax-qualified defined contribution plan under Code Section 401(k) of the Internal Revenue Code (each, a “401(k) Plan”). Malvern shall provide First Bank with a copy , effective as of the resolutionsdate which immediately precedes the date which includes the Effective Time (the “Termination Date”), plan amendments(ii) prior to each 401(k) Plan’s termination under “(i),” immediately above, notices and other documents prepared to effectuate the termination of the Seller Bank shall cause each 401(k) Plan in advance to adopt all amendments, including amendments and give First Bank a reasonable opportunity to comment on such documents (which comments shall restatements, of each document evidencing each 401(k) Plan, as may be considered in good faith)required by applicable law, and prior to (iii) as of the Closing Termination Date, Malvern the Seller Bank shall provide First Bank with the final documentation evidencing that the cause each 401(k) Plan has been terminated. (dto proceed with implementing the process of distributing each 401(k) Upon request by First Plan’s account balances to participants. Parent or State Bank shall cause its Parent Plan which provides for a “cash or deferred arrangement” pursuant to Code Section 401(k) to accept direct rollovers from any 401(k) Plan described in writing prior to the Closing Date, the Malvern Entities shall cooperate in good faith with First Bank, effective on Closing Datepreceding sentence, and conditioned upon the consummation will use commercially reasonable efforts to permit direct rollover of the transaction contemplated hereby, to amend, freeze, terminate or modify any Malvern Benefit Plan to the extent and in the manner determined by First Bank effective upon the Closing Date (or at such different time mutually agreed to by the parties) and consistent with applicable Law. Malvern shall provide First Bank with a copy of the resolutions, participant plan amendments, notices and other documents prepared to effectuate the actions contemplated by this Section 7.8(d), as applicable, and give First Bank a reasonable opportunity to comment on such documents (which comments shall be considered in good faith), and prior to the Closing Date, Malvern shall provide First Bank with the final documentation evidencing that the actions contemplated herein have been effectuated. (e) The provisions of this Section 7.8 are solely for the benefit of the Parties to this Agreement, and no employee, any dependent or beneficiary thereof, or any other individual associated therewith shall be regarded for any purpose as a third-party beneficiary of this Agreement. In no event shall the terms of this Agreement: (i) establish, amend, or modify any Malvern Benefit Plan or any employee benefit plan, program, policy, agreement or arrangement maintained or sponsored by First Bank, Malvern or any of their respective Affiliates; (ii) alter or limit the ability of any First Bank Entity (including, after the Closing Date, the Malvern Entities) to amend, modify or terminate any Malvern Benefit Plan or any other employee benefit plan, program, policy, agreement or arrangement after the Closing Date; or (iii) confer upon any current or former employee or other service provider any right to employment or continued employment or continued service with any First Bank Entity (including, following the Closing Date, the Malvern Entities), or constitute or create an employment agreement with any employee, or interfere with or restrict in any way the rights of the Surviving Corporation, Malvern, First Bank or any Subsidiary or Affiliate thereof to discharge or terminate the services of any employee or other service provider at any time for any reason whatsoeverloan. (f) Malvern and Malvern Bank shall take or cause to be taken all such actions as may be necessary to effect the actions set forth below relating to Malvern’s employee stock ownership plan Any Continuing Employee whose employment is terminated within one hundred eighty (the “Malvern ESOP”180) prior to or simultaneous with the Effective Time, as applicable. Effective on the fifth (5th) Business Day before the Effective Time, the ESOP shall be terminated (the “ESOP Termination Date”). No new participants shall be admitted on or days after the ESOP Termination Date and all existing ESOP participants’ accounts shall become fully vested and 100% non-forfeitable. Malvern Bank shall direct the ESOP trustee to remit a sufficient number of shares of Malvern Common Stock held in the Malvern ESOP’s Loan Suspense Account (as defined in Section 2.01(z) of the Malvern ESOP) to Malvern to repay the outstanding ESOP loan in full, with each remitted share to be valued equal to the closing price of Malvern Common Stock on the day immediately prior to the ESOP Termination Date. All remaining shares of Malvern Common Stock held by the ESOP as of the Effective Time shall be exchanged paid by State Bank immediately following such Person’s separation from employment by State Bank, as severance, in a single lump sum no later than thirty (30) days following separation of service, an amount determined as follows: (i) if employed by the Seller Bank for less than one (1) year, four (4) weeks of such Person’s base salary, (ii) if employed by the Merger ConsiderationSeller Bank for greater than one (1) year but less than five (5) years, twelve (12) weeks of such Person’s base salary, and (iii) if employed by the Seller Bank for greater than five (5) years, sixteen (16) weeks of such Person’s base salary. After repayment of the outstanding ESOP loan and the exchange of the shares of Malvern Common Stock for the Merger Consideration, the Merger Consideration received upon conversion of the remaining shares of Malvern Common Stock held in the Malvern ESOP’s Loan Suspense Account Parent shall be deemed entitled to be earnings and shall be allocated as earnings withhold any applicable Taxes from payments made pursuant to the accounts of the ESOP participants who are employed as of the ESOP Termination Date based on their account balances under the ESOP as of the ESOP Termination Date and distributed to ESOP participants after the receipt of a favorable determination letter from the IRS. No benefit distributions shall be made from the ESOP without the prior written consent of First Bank before the IRS issues a favorable determination letter with respect to the tax-qualified status of the ESOP on termination unless otherwise required by law. Prior to the Effective Time, Malvern shall take all such actions as are necessary to submit the application for favorable determination letter in advance of the Effective Time (and to provide First Bank with the opportunity to review the application for a favorable determination letter at least twenty (20) days prior to the filing date with the IRS), and following the Effective Time, First Bank shall use its best efforts in good faith to obtain such favorable determination letter as promptly as possible (including, but not limited to, making such changes to the ESOP as may be required by the IRS as a condition to its issuance of a favorable determination letter). Xxxxxxx, Malvern Bank, and following the Effective Time, First Bank, will adopt such amendments to the ESOP to effect the provisions of this Section 7.8(f6.08(f). Promptly following the receipt of a favorable determination letter from the IRS regarding the qualified status of the ESOP upon its termination, the account balances in the ESOP shall either be distributed to participants and beneficiaries or transferred to an eligible tax-qualified retirement plan or individual retirement account as a participant or beneficiary may direct. (g) Employees of Malvern as At the Closing, each of the date directors of the Seller Bank shall enter into a Non-Solicitation Agreement who remain employed by Xxxxxxx as in the form of Exhibit F and a Claims Letter in the Effective Time and whose employment is terminated by First Bank or Malvern Bank (absent termination for cause) within the time period set forth in Section 7.8(g)(i) form of Malvern’s Disclosure Memorandum shall receive severance pay equal to the amounts set forth in Section 7.8(g) of First Bank’s Disclosure Memorandum, subject to receipt of an effective release of claims from the employee receiving such severance payment, which release shall be in form and substance reasonably satisfactory to Malvern and First Bank. In addition, Xxxxxxx shall be permitted to grant retention bonuses to Employees of Malvern as of the date of this Agreement who remain employed by Xxxxxxx as of the Effective Time, with such Employees and retention bonus amounts determined mutually between Malvern and First Bank.Exhibit G.

Employee Benefits and Contracts. (a) Unless otherwise agreed between First All persons who are employees of Seller or the Bank and a Covered Employee, for the period beginning on the Closing Date and ending on the one year anniversary of the Closing Date (or such shorter period of employment, as the case may be), each employee of Malvern who remains employed by the Surviving Corporation or any First Bank Entity after the Closing Date (each, a “Covered Employee”) shall receive (i) an annual rate of salary or wages and annual cash bonus opportunity that is no less favorable than the annual rate of salary or wages, or bonus opportunity, as applicable, provided to such Covered Employee by Malvern as of immediately prior to the Closing and (ii) benefits (excluding equity and other long-term incentive awards) that are substantially comparable in the aggregate to the benefits provided to similarly situated employees of First Bank; provided, that until such time as First Bank shall cause the Covered Employees to participate in the applicable First Bank employee benefit plans, the continued participation of the Covered Employees in Malvern Benefit Plans shall be deemed to satisfy the foregoing provisions of this clause (it being understood that participation in First Bank’s employee benefit plans may commence at different times with respect to each of First Bank’s employee benefit plans). (b) For purposes of determining a Covered Employee’s eligibility to participate and vesting under First Bank’s employee benefit plans (other than any defined benefit pension plan, post-employment health or welfare plan, or equity incentive plan), the service of a Covered Employee with a Malvern Entity prior to the Effective Time shall be treated as service with a First Bank Entity to the same extent that such service was recognized by the Malvern Entities under a corresponding Malvern Benefit Plan; provided, that such recognition of service shall not (i) operate to duplicate any benefits of a Covered Employee with respect to the same period of service or (ii) apply for purposes of any plan, program, policy, agreement or arrangement (x) under which similarly-situated employees of First Bank Entities do not receive credit for prior service or (y) that is grandfathered or frozen, either with respect to level of benefits or participation. In no event shall any Covered Employee be eligible to participate in any closed or frozen plan of any First Bank Entity. (c) The Malvern Entities shall take all necessary action (including without limitation the adoption of resolutions and plan amendments and the delivery of any required notices) to terminate, effective as of the day before the Closing Date, any Malvern Benefit Plan that is intended to constitute a tax-qualified defined contribution plan under Section 401(k) of the Internal Revenue Code (a “401(k) Plan”). Malvern shall provide First Bank with a copy of the resolutions, plan amendments, notices and other documents prepared to effectuate the termination of the 401(k) Plan in advance and give First Bank a reasonable opportunity to comment on such documents (which comments shall be considered in good faith), and prior to the Closing Date, Malvern shall provide First Bank with the final documentation evidencing that the 401(k) Plan has been terminated. (d) Upon request by First Bank in writing prior to the Closing Date, the Malvern Entities shall cooperate in good faith with First Bank, effective on Closing Date, and conditioned upon the consummation of the transaction contemplated hereby, to amend, freeze, terminate or modify any Malvern Benefit Plan to the extent and in the manner determined by First Bank effective upon the Closing Date (or at such different time mutually agreed to by the parties) and consistent with applicable Law. Malvern shall provide First Bank with a copy of the resolutions, plan amendments, notices and other documents prepared to effectuate the actions contemplated by this Section 7.8(d), as applicable, and give First Bank a reasonable opportunity to comment on such documents (which comments shall be considered in good faith), and prior to the Closing Date, Malvern shall provide First Bank with the final documentation evidencing that the actions contemplated herein have been effectuated. (e) The provisions of this Section 7.8 are solely for the benefit of the Parties to this Agreement, and no employee, any dependent or beneficiary thereof, or any other individual associated therewith shall be regarded for any purpose as a third-party beneficiary of this Agreement. In no event shall the terms of this Agreement: (i) establish, amend, or modify any Malvern Benefit Plan or any employee benefit plan, program, policy, agreement or arrangement maintained or sponsored by First Bank, Malvern or any of their respective Affiliates; (ii) alter or limit the ability of any First Bank Entity (including, after the Closing Date, the Malvern Entities) to amend, modify or terminate any Malvern Benefit Plan or any other employee benefit plan, program, policy, agreement or arrangement after the Closing Date; or (iii) confer upon any current or former employee or other service provider any right to employment or continued employment or continued service with any First Bank Entity (including, following the Closing Date, the Malvern Entities), or constitute or create an employment agreement with any employee, or interfere with or restrict in any way the rights of the Surviving Corporation, Malvern, First Bank or any Subsidiary or Affiliate thereof to discharge or terminate the services of any employee or other service provider at any time for any reason whatsoever. (f) Malvern and Malvern Bank shall take or cause to be taken all such actions as may be necessary to effect the actions set forth below relating to Malvern’s employee stock ownership plan (the “Malvern ESOP”) prior to or simultaneous with the Effective Time, as applicable. Effective on the fifth (5th) Business Day before the Effective Time, the ESOP shall be terminated (the “ESOP Termination Date”). No new participants shall be admitted on or after the ESOP Termination Date and all existing ESOP participants’ accounts shall become fully vested and 100% non-forfeitable. Malvern Bank shall direct the ESOP trustee to remit a sufficient number of shares of Malvern Common Stock held in the Malvern ESOP’s Loan Suspense Account (as defined in Section 2.01(z) of the Malvern ESOP) to Malvern to repay the outstanding ESOP loan in full, with each remitted share to be valued equal to the closing price of Malvern Common Stock on the day immediately prior to the ESOP Termination Date. All remaining shares of Malvern Common Stock held by the ESOP as of the Effective Time shall be exchanged for the Merger Consideration. After repayment of the outstanding ESOP loan and the exchange of the shares of Malvern Common Stock for the Merger Consideration, the Merger Consideration received upon conversion of the remaining shares of Malvern Common Stock held in the Malvern ESOP’s Loan Suspense Account shall be deemed to be earnings and shall be allocated as earnings to the accounts of the ESOP participants who are employed as of the ESOP Termination Date based on their account balances under the ESOP as of the ESOP Termination Date and distributed to ESOP participants after the receipt of a favorable determination letter from the IRS. No benefit distributions shall be made from the ESOP without the prior written consent of First Bank before the IRS issues a favorable determination letter with respect to the tax-qualified status of the ESOP on termination unless otherwise required by law. Prior to the Effective Time, Malvern shall take all such actions as are necessary to submit the application for favorable determination letter in advance of the Effective Time (and to provide First Bank with the opportunity to review the application for a favorable determination letter at least twenty (20) days prior to the filing date with the IRS), and following the Effective Time, First Bank shall use its best efforts in good faith to obtain such favorable determination letter as promptly as possible (including, but not limited to, making such changes to the ESOP as may be required by the IRS as a condition to its issuance of a favorable determination letter). Xxxxxxx, Malvern Bank, and following the Effective Time, First Bank, will adopt such amendments to the ESOP to effect the provisions of this Section 7.8(f). Promptly following the receipt of a favorable determination letter from the IRS regarding the qualified status of the ESOP upon its termination, the account balances in the ESOP shall either be distributed to participants and beneficiaries or transferred to an eligible tax-qualified retirement plan or individual retirement account as a participant or beneficiary may direct. (g) Employees of Malvern as of the date of the Agreement who remain employed by Xxxxxxx as of the Effective Time and whose employment is not specifically terminated at or prior to the Effective Time (collectively, the “Continuing Employees”) shall, at the Effective Time, become employees of Buyer or one of its subsidiaries; provided, however, that in no event shall any of the employees of Seller become officers of Buyer, or acquire any power or duty conferred upon such an officer, in connection with the Merger until duly elected or appointed to such position by First Bank the board of directors of Buyer and in accordance with the bylaws of Buyer following the Effective Time. The Continuing Employees shall be employed at the will of Buyer or Malvern Bank (absent termination for cause) within the time period one of its subsidiaries, and no contractual right to employment shall inure to such employees because of this Agreement except as otherwise expressly set forth in Section 7.8(g)(ithis Agreement. (b) of Malvern’s Disclosure Memorandum shall receive severance pay equal to the amounts set forth in Section 7.8(g) of First Bank’s Disclosure Memorandum, subject to receipt of an effective release of claims from the employee receiving such severance payment, which release shall be in form and substance reasonably satisfactory to Malvern and First Bank. In addition, Xxxxxxx shall be permitted to grant retention bonuses to Employees of Malvern as of the date of this Agreement who remain employed by Xxxxxxx as As of the Effective Time, each Continuing Employee shall be eligible to participate in Buyer’s employee benefit plans with full credit for prior service with Seller or the Bank for purposes of eligibility, benefit levels and vesting. (c) As of the Effective Time, Buyer shall make available employer-provided health and other employee welfare benefit plans to each Continuing Employee and their covered dependents on the same basis as it provides such coverage to Buyer employees and their covered dependents except that any pre-existing condition, eligibility waiting period, or other limitations or exclusions otherwise applicable under such plans to new employees shall not apply to a Continuing Employee or their covered dependents who were covered under a similar plan of Seller or the Bank at the Effective Time; provided, that any pre-existing condition, eligibility waiting period, or other limitation or exclusion applicable to a Continuing Employee and their covered dependents prior to the Effective Time may continue to apply to such Continuing Employee and their covered dependents following the Effective Time. All Continuing Employees who become participants in Buyer’s health plan shall receive credit for any co-payment and deductibles paid under Seller’s or the Bank’s health plan for purposes of satisfying any applicable deductible or out-of-pocket requirements under Buyer’s health plan. (d) Buyer or one of its subsidiaries shall honor any and all vacation or sick leave accrued by employees of Seller and the Bank. Following the Effective Time, Buyer shall or shall cause Bank to honor the Seller Entities’ incentive compensation plans for Continuing Employees for the year ending December 31, 2007. Thereafter, Continuing Employees shall be eligible to participate in incentive compensation plans of Buyer Entities on the same basis as similarly situated employees of Buyer Entities. (e) Buyer shall provide severance and outplacement services to any employees of Seller or the Bank that are terminated in connection with the Merger (prior to or within a year of the Effective Time), in accordance with Buyer’s policies and practices. If any employee of Seller or Bank is terminated in connection with the Merger prior to the close of business on December 31, 2007, Buyer shall provide to such employee, in addition to such severance, an amount equal to the matching contribution (determined at the 2006 matching rate) with respect to Seller’s defined contribution plan and 2007 incentive compensation payment that such employee would otherwise have been entitled to receive had such employee remained employed through December 31, 2007. (f) In order to induce certain employees to remain as employees of Seller or the Bank through the Effective Time or for specified periods after the Effective Time, with the consent of Buyer not to be unreasonably withheld, Seller shall have the right to pay retention bonus bonuses to employees of Seller in amounts determined mutually between Malvern not to exceed in the aggregate the amount set forth on Section 7.9(f) of the Seller Disclosure Memorandum. (g) Simultaneously herewith, Jxxx X. Xxxxxxx, Xx. shall have entered into an employment agreement with Buyer (the “Employment Agreement”). The Employment Agreement shall become effective only upon the consummation of the Merger at the Effective Time. (h) Seller shall use its reasonable best efforts to cause each of Seller’s directors to execute and First Bankdeliver an agreement dated as of the date hereof in the form of Exhibit A pursuant to which he or she will vote his or her shares of Seller Common Stock in favor of this Agreement and the transactions contemplated hereby and a director agreement in the form of Exhibit D. (i) No officer, employee, or other Person (other than the corporate Parties to this Agreement) shall be deemed a third party or other beneficiary of this Agreement, and no such Person shall have any right or other entitlement to enforce any provision of this Agreement or seek any remedy in connection with this Agreement, except as set forth in Section 7.12.

Employee Benefits and Contracts. (a) Unless otherwise agreed between First Bank and a Covered Employee, for For the period beginning on the Closing Date and ending on the one year anniversary of the Closing Date June 30, 2018 (or such shorter period of employment, as the case may be), each employee of Malvern Delanco who remains employed by the Surviving Corporation or any First Bank Entity after the Closing Date (each, a “Covered Employee”) shall receive (i) an annual rate of salary or wages and annual cash bonus opportunity that is no less favorable than the annual rate of salary or wages, or bonus opportunity, as applicable, wages provided to such Covered Employee by Malvern Delanco as of immediately prior to the Closing and (ii) benefits (excluding equity and other long-term incentive awardsawards but including annual cash bonus opportunities, if applicable) that are substantially comparable in the aggregate to the benefits provided to similarly situated employees of First Bank; provided, that until such time as First Bank shall cause the Covered Employees to participate in the applicable First Bank employee benefit plans, the continued participation of the Covered Employees in Malvern the Delanco Benefit Plans shall be deemed to satisfy the foregoing provisions of this clause (it being understood that participation in First Bank’s employee benefit plans may commence at different times with respect to each of First Bank’s employee benefit plans). (b) For purposes of determining a Covered Employee’s eligibility to participate and vesting under First Bank’s employee benefit plans (other than any defined benefit pension plan, post-employment health or welfare plan, or equity incentive plan), the service of a Covered Employee with a Malvern Delanco Entity prior to the Effective Time shall be treated as service with a First Bank Entity to the same extent that such service was recognized by the Malvern Delanco Entities under a corresponding Malvern Delanco Benefit Plan; provided, that such recognition of service shall not (i) operate to duplicate any benefits of a Covered Employee with respect to the same period of service or (ii) apply for purposes of any plan, program, policy, agreement or arrangement (x) under which similarly-situated employees of First Bank Entities do not receive credit for prior service or (y) that is grandfathered or frozen, either with respect to level of benefits or participation. In no event shall any Covered Employee be eligible to participate in any closed or frozen plan of any First Bank Entity. (c) The Malvern If requested by First Bank in a writing delivered to Delanco following the date hereof and at least three Business Days prior to the Closing Date, the Delanco Entities shall take all necessary action (including without limitation the adoption of resolutions and plan amendments and the delivery of any required notices) to terminate, effective as of no later than the day before the Closing Date, any Malvern Delanco Benefit Plan that is intended to constitute a tax-qualified defined contribution plan under Section 401(k) of the Internal Revenue Code (a “401(k) Plan”). Malvern Delanco shall provide First Bank with a copy of the resolutions, plan amendments, notices and other documents prepared to effectuate the termination of the 401(k) Plan Plans in advance and give First Bank a reasonable opportunity to comment on such documents (which comments shall be considered in good faith), and prior to the Closing Date, Malvern Delanco shall provide First Bank with the final documentation evidencing that the 401(k) Plan has Plans have been terminated. (d) Upon request by First Bank in writing prior to the Closing Date, the Malvern Delanco Entities shall cooperate in good faith with First Bank, effective on Bank prior to the Closing Date, and conditioned upon the consummation of the transaction contemplated hereby, Date to amend, freeze, terminate or modify any Malvern Delanco Benefit Plan to the extent and in the manner determined by First Bank effective upon the Closing Date (or at such different time mutually agreed to by the parties) and consistent with applicable Law. Malvern Delanco shall provide First Bank with a copy of the resolutions, plan amendments, notices and other documents prepared to effectuate the actions contemplated by this Section 7.8(d), as applicable, and give First Bank a reasonable opportunity to comment on such documents (which comments shall be considered in good faith), and prior to the Closing Date, Malvern Delanco shall provide First Bank with the final documentation evidencing that the actions contemplated herein have been effectuated. (e) The Without limiting the generality of Section 10.4, the provisions of this Section 7.8 are solely for the benefit of the Parties to this Agreement, and no employee, any dependent or beneficiary thereof, or any other individual associated therewith shall be regarded for any purpose as a third-party beneficiary of this Agreement. In no event shall the terms of this Agreement: (i) establish, amend, or modify any Malvern Delanco Benefit Plan or any employee benefit plan, program, policy, agreement or arrangement maintained or sponsored by First Bank, Malvern Delanco or any of their respective Affiliates; (ii) alter or limit the ability of any First Bank Entity (including, after the Closing Date, the Malvern Delanco Entities) to amend, modify or terminate any Malvern Delanco Benefit Plan or any other employee benefit plan, program, policy, agreement or arrangement after the Closing Date; or (iii) confer upon any current or former employee or other service provider any right to employment or continued employment or continued service with any First Bank Entity (including, following the Closing Date, the Malvern Delanco Entities), or constitute or create an employment agreement with any employee, or interfere with or restrict in any way the rights of the Surviving Corporation, MalvernDelanco, First Bank or any Subsidiary or Affiliate thereof to discharge or terminate the services of any employee or other service provider at any time for any reason whatsoever. (f) Malvern and Malvern Bank shall take or cause to be taken all such actions as may be necessary to effect the actions set forth below relating to MalvernDelanco’s employee stock ownership plan (the “Malvern Delanco ESOP”) shall be terminated no later than three Business Days prior to or simultaneous with the Effective Time. Upon termination of the Delanco ESOP, as applicable. Effective on the fifth (5th) Business Day before the Effective Time, the ESOP shall be terminated (the “ESOP Termination Date”). No new participants shall be admitted on or after the ESOP Termination Date and all existing ESOP participants’ accounts shall become fully vested and 100% non-forfeitable. Malvern Bank Delanco shall direct the Delanco ESOP trustee trustee(s) to remit a sufficient number of shares of Malvern Delanco Common Stock held in the Malvern Delanco ESOP’s Loan Suspense Account (as defined in Section 2.01(z) of the Malvern Delanco ESOP) to Malvern Delanco or any other lender (as applicable) to repay the full outstanding balance of the Delanco ESOP loan in full, with each remitted share to be valued equal to the closing price of Malvern Common Stock on the day immediately prior to the ESOP Termination Dateacquisition loan(s). All remaining shares of Malvern Delanco Common Stock held by the Delanco ESOP as of the Effective Time shall be exchanged for converted into the Merger Consideration. After repayment of the outstanding ESOP loan and the exchange of the shares of Malvern Common Stock for the Merger Consideration, right to receive the Merger Consideration received upon conversion and allocated in accordance with Section 5.09 of the remaining shares of Malvern Common Stock held in the Malvern Delanco ESOP’s Loan Suspense Account shall be deemed to be earnings and shall be allocated as earnings to the accounts of the ESOP participants who are employed as of the ESOP Termination Date based on their account balances under the ESOP as of the ESOP Termination Date and distributed to ESOP participants after the receipt of a favorable determination letter from the IRS. No benefit distributions shall be made from the ESOP without the prior written consent of First Bank before the IRS issues a favorable determination letter with respect to the tax-qualified status of the ESOP on termination unless otherwise required by law. Prior to the Effective Time, Malvern shall take all such actions as are necessary to submit the application for favorable determination letter in advance of the Effective Time (and to provide First Bank with the opportunity to review the application for a favorable determination letter at least twenty (20) days prior to the filing date with the IRS), and following the Effective Time, First Bank shall use its best efforts in good faith to obtain such favorable determination letter as promptly as possible (including, but not limited to, making such changes to the ESOP as may be required by the IRS as a condition to its issuance of a favorable determination letter). Xxxxxxx, Malvern Bank, and following the Effective Time, First Bank, will adopt such amendments to the ESOP to effect the provisions of this Section 7.8(f). Promptly following the receipt of a favorable determination letter from the IRS regarding the qualified status of the ESOP upon its termination, the account balances in the ESOP shall either be distributed to participants and beneficiaries or transferred to an eligible tax-qualified retirement plan or individual retirement account as a participant or beneficiary may direct. (g) Employees of Malvern Delanco as of the date of the Agreement who remain employed by Xxxxxxx Delanco as of the Effective Time and whose employment is terminated by First Bank or Malvern Delanco Bank (absent termination for cause) within the time period set forth in Section 7.8(g)(i7.8(g) of MalvernFirst Bank’s Disclosure Memorandum shall receive severance pay equal to the amounts set forth in Section 7.8(g) of First Bank’s Disclosure Memorandum, subject to receipt of an effective release of claims from the employee receiving such severance payment, which release shall be in form and substance reasonably satisfactory to Malvern and First Bank. In addition, Xxxxxxx shall be permitted to grant retention bonuses to Employees of Malvern as of the date of this Agreement who remain employed by Xxxxxxx as of the Effective Time, with such Employees and retention bonus amounts determined mutually between Malvern and First Bank.

Employee Benefits and Contracts. (a) Unless otherwise agreed between First Bank and a Covered EmployeeFollowing the Effective Time, for the period beginning on the Closing Date and ending on the one year anniversary of the Closing Date (or such shorter period of employment, as the case may be), each employee of Malvern who remains employed by the Surviving Corporation or any First Bank Entity after the Closing Date (each, a “Covered Employee”) FLAG shall receive either (i) an annual rate continue to provide to officers and employees of salary or wages the Three Rivers Entities employee benefits under Three Rivers' existing employee benefit and annual cash bonus opportunity that is no less favorable than the annual rate of salary or wageswelfare plans or, or bonus opportunity, as applicable, provided to such Covered Employee by Malvern as of immediately prior to the Closing and (ii) if FLAG shall determine to provide to officers and employees of the Three Rivers Entities employee benefits under other employee benefit plans and welfare plans, provide generally to officers and employees of the Three Rivers Entities employee benefits under employee benefit and welfare plans (excluding equity other than stock option or other plans involving the potential issuance of FLAG Common Stock), on terms and other long-term incentive awards) that conditions which when taken as a whole are substantially comparable in similar to those currently provided by the aggregate FLAG Entities to the benefits provided to their similarly situated employees officers and employees. For purposes of First Bank; provided, that until such time as First Bank shall cause the Covered Employees to participate in the applicable First Bank participation and vesting (but not accrual of benefits) under FLAG's employee benefit plans, the continued participation of the Covered Employees in Malvern Benefit Plans shall be deemed to satisfy the foregoing provisions of this clause (it being understood that participation in First Bank’s employee benefit plans may commence at different times with respect to each of First Bank’s employee benefit plans). (bi) For purposes of determining a Covered Employee’s eligibility to participate and vesting service under First Bank’s employee benefit plans (other than any qualified defined benefit pension plan, post-employment health or welfare plan, or equity incentive plan), the service plan of a Covered Employee with a Malvern Entity prior to the Effective Time Three Rivers shall be treated as service with a First Bank Entity to the same extent that such service was recognized by the Malvern Entities under a corresponding Malvern Benefit Plan; providedFLAG's defined benefit plan, that such recognition of service shall not (i) operate to duplicate any benefits of a Covered Employee with respect to the same period of service or if any, (ii) apply for purposes of service under any plan, program, policy, agreement or arrangement (x) under which similarly-situated employees of First Bank Entities do not receive credit for prior service or (y) that is grandfathered or frozen, either with respect to level of benefits or participation. In no event shall any Covered Employee be eligible to participate in any closed or frozen plan of any First Bank Entity. (c) The Malvern Entities shall take all necessary action (including without limitation the adoption of resolutions and plan amendments and the delivery of any required notices) to terminate, effective as of the day before the Closing Date, any Malvern Benefit Plan that is intended to constitute a tax-qualified defined contribution plan under Section 401(k) plans of the Internal Revenue Code (a “401(k) Plan”). Malvern shall provide First Bank with a copy of the resolutions, plan amendments, notices and other documents prepared to effectuate the termination of the 401(k) Plan in advance and give First Bank a reasonable opportunity to comment on such documents (which comments Three Rivers shall be considered in good faith)treated as service under FLAG's qualified defined contribution plans, and prior to the Closing Date, Malvern shall provide First Bank with the final documentation evidencing that the 401(k(iii) Plan has been terminated. (d) Upon request by First Bank in writing prior to the Closing Date, the Malvern Entities shall cooperate in good faith with First Bank, effective on Closing Date, and conditioned upon the consummation of the transaction contemplated hereby, to amend, freeze, terminate or modify any Malvern Benefit Plan to the extent and in the manner determined by First Bank effective upon the Closing Date (or at such different time mutually agreed to by the parties) and consistent with applicable Law. Malvern shall provide First Bank with a copy of the resolutions, plan amendments, notices and other documents prepared to effectuate the actions contemplated by this Section 7.8(d), as applicable, and give First Bank a reasonable opportunity to comment on such documents (which comments shall be considered in good faith), and prior to the Closing Date, Malvern shall provide First Bank with the final documentation evidencing that the actions contemplated herein have been effectuated. (e) The provisions of this Section 7.8 are solely for the benefit of the Parties to this Agreement, and no employee, any dependent or beneficiary thereof, or any other individual associated therewith shall be regarded for any purpose as a third-party beneficiary of this Agreement. In no event shall the terms of this Agreement: (i) establish, amend, or modify any Malvern Benefit Plan or any employee benefit plan, program, policy, agreement or arrangement maintained or sponsored by First Bank, Malvern or any of their respective Affiliates; (ii) alter or limit the ability of any First Bank Entity (including, after the Closing Date, the Malvern Entities) to amend, modify or terminate any Malvern Benefit Plan or service under any other employee benefit plan, program, policy, agreement or arrangement after the Closing Date; or (iii) confer upon plans of Three Rivers shall be treated as service under any current or former similar employee or other service provider any right benefit plans maintained by FLAG. With respect to employment or continued employment or continued service with any First Bank Entity (including, following the Closing Date, the Malvern Entities), or constitute or create an employment agreement with any employee, or interfere with or restrict in any way the rights officers and employees of the Surviving CorporationThree Rivers Entities who, Malvern, First Bank at or any Subsidiary or Affiliate thereof to discharge or terminate the services of any employee or other service provider at any time for any reason whatsoever. (f) Malvern and Malvern Bank shall take or cause to be taken all such actions as may be necessary to effect the actions set forth below relating to Malvern’s employee stock ownership plan (the “Malvern ESOP”) prior to or simultaneous with after the Effective Time, as applicable. Effective on the fifth (5th) Business Day before the Effective Timebecome employees of a FLAG Entity and who, the ESOP shall be terminated (the “ESOP Termination Date”). No new participants shall be admitted on or after the ESOP Termination Date and all existing ESOP participants’ accounts shall become fully vested and 100% non-forfeitable. Malvern Bank shall direct the ESOP trustee to remit a sufficient number of shares of Malvern Common Stock held in the Malvern ESOP’s Loan Suspense Account (as defined in Section 2.01(z) of the Malvern ESOP) to Malvern to repay the outstanding ESOP loan in full, with each remitted share to be valued equal to the closing price of Malvern Common Stock on the day immediately prior to the ESOP Termination Date. All remaining shares of Malvern Common Stock held by the ESOP as of the Effective Time shall be exchanged for the Merger Consideration. After repayment of the outstanding ESOP loan and the exchange of the shares of Malvern Common Stock for the Merger Consideration, the Merger Consideration received upon conversion of the remaining shares of Malvern Common Stock held in the Malvern ESOP’s Loan Suspense Account shall be deemed to be earnings and shall be allocated as earnings to the accounts of the ESOP participants who are employed as of the ESOP Termination Date based on their account balances under the ESOP as of the ESOP Termination Date and distributed to ESOP participants after the receipt of a favorable determination letter from the IRS. No benefit distributions shall be made from the ESOP without the prior written consent of First Bank before the IRS issues a favorable determination letter with respect to the tax-qualified status of the ESOP on termination unless otherwise required by law. Prior to the Effective Time, Malvern are participants in one or more employee welfare benefit plans maintained by the Three Rivers Entities, FLAG shall take all cause each comparable employee welfare benefit plan which is substituted for a Three Rivers welfare benefit plan to waive any evidence of insurability or similar provision, to provide credit for such actions as are necessary participation prior to submit such substitution with regard to the application of any pre-existing condition limitation, and to provide credit towards satisfaction of any deductible or out-of-pocket provisions for favorable determination letter expenses incurred by such participants during the period prior to such substitution, if any, that overlaps with the then current plan year for each such substituted employee welfare benefit plans. FLAG also shall cause the Surviving Corporation and its Subsidiaries to honor in advance accordance with their terms all employment, severance, consulting and other compensation Contracts disclosed in Section 8.11 of the Three Rivers Disclosure Memorandum to FLAG between any Three Rivers Entity and any current or former director, officer, or employee thereof, and all provisions for vested benefits or other vested amounts earned or accrued through the Effective Time (and to provide First Bank with under the opportunity to review the application for a favorable determination letter at least twenty (20) days prior to the filing date with the IRS), and following the Effective Time, First Bank shall use its best efforts in good faith to obtain such favorable determination letter as promptly as possible (including, but not limited to, making such changes to the ESOP as may be required by the IRS as a condition to its issuance of a favorable determination letter). Xxxxxxx, Malvern Bank, and following the Effective Time, First Bank, will adopt such amendments to the ESOP to effect the provisions of this Section 7.8(f). Promptly following the receipt of a favorable determination letter from the IRS regarding the qualified status of the ESOP upon its termination, the account balances in the ESOP shall either be distributed to participants and beneficiaries or transferred to an eligible tax-qualified retirement plan or individual retirement account as a participant or beneficiary may directThree Rivers Benefit Plans. (g) Employees of Malvern as of the date of the Agreement who remain employed by Xxxxxxx as of the Effective Time and whose employment is terminated by First Bank or Malvern Bank (absent termination for cause) within the time period set forth in Section 7.8(g)(i) of Malvern’s Disclosure Memorandum shall receive severance pay equal to the amounts set forth in Section 7.8(g) of First Bank’s Disclosure Memorandum, subject to receipt of an effective release of claims from the employee receiving such severance payment, which release shall be in form and substance reasonably satisfactory to Malvern and First Bank. In addition, Xxxxxxx shall be permitted to grant retention bonuses to Employees of Malvern as of the date of this Agreement who remain employed by Xxxxxxx as of the Effective Time, with such Employees and retention bonus amounts determined mutually between Malvern and First Bank.

Employee Benefits and Contracts. (a) Unless otherwise agreed between First Bank Following the Effective Time, SBC shall maintain or cause to be maintained employee benefit plans and a Covered Employee, compensation opportunities for the period beginning benefit of employees (as a group) who are full-time active employees of the Company and its Subsidiaries on the Closing Date and ending on the one year anniversary of the Closing Date (or such shorter period of employment, as the case may be), each employee of Malvern who remains employed by the Surviving Corporation or any First Bank Entity after the Closing Date (each, a “Covered EmployeeEmployees”) shall receive (i) an annual rate of salary or wages that provide employee benefits and annual cash bonus opportunity that is no less favorable than compensation opportunities which, in the annual rate of salary or wagesaggregate, or bonus opportunity, as applicable, provided to such Covered Employee by Malvern as of immediately prior to the Closing and (ii) benefits (excluding equity and other long-term incentive awards) that are substantially comparable in to or greater than the aggregate to the employee benefits provided and compensation opportunities that are made available on a uniform and non-discriminatory basis to similarly situated employees of First BankSBC or its Subsidiaries, as applicable; provided, that until such time as First Bank shall cause the Covered Employees to participate in the applicable First Bank employee benefit plans, the continued participation of the Covered Employees in Malvern Benefit Plans shall be deemed to satisfy the foregoing provisions of this clause (it being understood that participation in First Bank’s employee benefit plans may commence at different times with respect to each of First Bank’s employee benefit plans). (b) For purposes of determining a Covered Employee’s eligibility to participate and vesting under First Bank’s employee benefit plans (other than any defined benefit pension plan, post-employment health or welfare plan, or equity incentive plan), the service of a Covered Employee with a Malvern Entity prior to the Effective Time shall be treated as service with a First Bank Entity to the same extent that such service was recognized by the Malvern Entities under a corresponding Malvern Benefit Plan; providedhowever, that such recognition of service shall not (i) operate to duplicate any benefits of a Covered Employee with respect to the same period of service or (ii) apply for purposes of any plan, program, policy, agreement or arrangement (x) under which similarly-situated employees of First Bank Entities do not receive credit for prior service or (y) that is grandfathered or frozen, either with respect to level of benefits or participation. In in no event shall any Covered Employee be eligible to participate in any closed or frozen plan of SBC or its Subsidiaries. SBC shall give the Covered Employees full credit for their prior service with the Company and its Subsidiaries (i) for purposes of eligibility (including initial participation and eligibility for current benefits) and vesting under any First Bank Entityqualified or non-qualified employee benefit plan maintained by SBC and in which Covered Employees may be eligible to participate and (ii) for all purposes under any welfare benefit plans, vacation plans and similar arrangements maintained by SBC, provided that the foregoing shall not result in the duplication of benefits or to benefit accrual under any pension plan. (b) With respect to any employee benefit plan of SBC that is a health, dental, vision or other welfare plan in which any Covered Employee is eligible to participate, for the plan year in which such Covered Employee is first eligible to participate, SBC or its applicable Subsidiary shall use its commercially reasonable efforts to (i) cause any pre-existing condition limitations or eligibility waiting periods under such SBC or Subsidiary plan to be waived with respect to such Covered Employee to the extent such condition was or would have been covered under the Company Benefit Plan in which such Covered Employee participated immediately prior to the Effective Time, and (ii) recognize any health, dental, vision or other welfare expenses incurred by such Covered Employee in the year that includes the Closing Date (or, if later, the year in which such Covered Employee is first eligible to participate) for purposes of any applicable deductible and annual out-of-pocket expense requirements under any such health, dental, vision or other welfare plan. (c) The Malvern Entities Prior to the Effective Time, the Company shall take take, and shall cause its Subsidiaries to take, all actions requested by SBC that may be necessary action or appropriate to (including without limitation i) cause one or more of the adoption of resolutions and plan amendments and the delivery of any required notices) Company Benefit Plans to terminate, effective terminate as of the day before Effective Time, or as of the Closing Datedate immediately preceding the Effective Time, (ii) cause benefit accruals and entitlements under any Malvern Company Benefit Plan that is intended to constitute a tax-qualified defined contribution plan under Section 401(k) cease as of the Internal Revenue Code (a “401(k) Plan”). Malvern shall provide First Bank with a copy Effective Time, or as of the date immediately preceding the Effective Time, (iii) cause the continuation on and after the Effective Time of any contract, arrangement or insurance policy relating to any Company Benefit Plan for such period as may be requested by SBC, or (iv) facilitate the merger of any Company Benefit Plan into any employee benefit plan maintained by SBC or an SBC Subsidiary. All resolutions, plan amendmentsnotices, notices and or other documents prepared to effectuate issued, adopted or executed in connection with the termination implementation of the 401(kthis Section 4.14(c) Plan in advance and give First Bank a reasonable opportunity to comment on such documents (which comments shall be considered in good faith)subject to SBC’s reasonable prior review and approval, and prior to the Closing Datewhich shall not be unreasonably withheld, Malvern shall provide First Bank with the final documentation evidencing that the 401(k) Plan has been terminatedconditioned or delayed. (d) Upon request by First Bank [Reserved] (e) Nothing in writing prior this Section 4.14 shall be construed to limit the right of SBC or any of its Subsidiaries (including, following the Closing Date, the Malvern Entities Company and its Subsidiaries) to amend or terminate any Company Benefit Plan or other employee benefit plan, to the extent such amendment or termination is permitted by the terms of the applicable plan, nor shall cooperate anything in good faith with First Bank, effective on this Section 4.14 be construed to require SBC or any of its Subsidiaries to retain the employment of any particular Covered Employee for any fixed period of time following the Closing Date, and conditioned upon the consummation continued retention (or termination) by SBC or any of the transaction contemplated hereby, to amend, freeze, terminate or modify its Subsidiaries of any Malvern Benefit Plan Covered Employee subsequent to the extent Effective Time shall be subject in all events to SBC’s or its applicable Subsidiary’s normal and in the manner determined by First Bank effective upon the Closing Date (or at such different time mutually agreed to by the parties) customary employment procedures and consistent with applicable Law. Malvern shall provide First Bank with a copy of the resolutionspractices, plan amendments, notices including customary background screening and other documents prepared to effectuate the actions contemplated by this Section 7.8(d), as applicableevaluation procedures, and give First Bank a reasonable opportunity to comment on such documents (which comments shall be considered in good faith), and prior to the Closing Date, Malvern shall provide First Bank with the final documentation evidencing that the actions contemplated herein have been effectuatedsatisfactory employment performance. (ef) If, within six (6) months after the Effective Time, any Covered Employee is terminated by SBC or its Subsidiaries other than for “Cause” or as a result of unsatisfactory job performance, then SBC shall pay severance to such Covered Employee in an amount set forth in the severance policies set forth in Section 4.14(f) of the Company Disclosure Letter (and based upon the non-exempt and exempt status and/or title for the Covered Employee with the Company at the Closing). Any severance to which a Covered Employee may be entitled in connection with a termination occurring more than six (6) months after the Effective Time will be as set forth in the severance policies set forth in Section 4.14(f) of the Seacoast Disclosure Letter. (g) The provisions of this Section 7.8 4.14 are solely for the benefit of the Parties to this Agreementparties hereto, and no current or former employee, any dependent director or beneficiary thereof, independent contractor or any other individual associated therewith shall be regarded for any purpose as a third-third party beneficiary of this Agreement. In no event , and nothing herein shall the terms of this Agreement: (i) establishbe construed as an amendment to any Benefit Plan, amend, or modify any Malvern Benefit Plan or any employee benefit plan, program, policy, employment agreement or arrangement maintained or sponsored by First Bank, Malvern or any of their respective Affiliates; (ii) alter or limit the ability of any First Bank Entity (including, after the Closing Date, the Malvern Entities) to amend, modify or terminate any Malvern Benefit Plan or any other employee benefit plan, program, policy, agreement or arrangement after the Closing Date; or (iii) confer upon any current or former employee or other service provider any right to employment or continued employment or continued service with any First Bank Entity (including, following the Closing Date, the Malvern Entities), or constitute or create an employment agreement with any employee, or interfere with or restrict in any way the rights of the Surviving Corporation, Malvern, First Bank or any Subsidiary or Affiliate thereof to discharge or terminate the services of any employee or other service provider at any time plan for any reason whatsoeverpurpose. (f) Malvern and Malvern Bank shall take or cause to be taken all such actions as may be necessary to effect the actions set forth below relating to Malvern’s employee stock ownership plan (the “Malvern ESOP”) prior to or simultaneous with the Effective Time, as applicable. Effective on the fifth (5th) Business Day before the Effective Time, the ESOP shall be terminated (the “ESOP Termination Date”). No new participants shall be admitted on or after the ESOP Termination Date and all existing ESOP participants’ accounts shall become fully vested and 100% non-forfeitable. Malvern Bank shall direct the ESOP trustee to remit a sufficient number of shares of Malvern Common Stock held in the Malvern ESOP’s Loan Suspense Account (as defined in Section 2.01(z) of the Malvern ESOP) to Malvern to repay the outstanding ESOP loan in full, with each remitted share to be valued equal to the closing price of Malvern Common Stock on the day immediately prior to the ESOP Termination Date. All remaining shares of Malvern Common Stock held by the ESOP as of the Effective Time shall be exchanged for the Merger Consideration. After repayment of the outstanding ESOP loan and the exchange of the shares of Malvern Common Stock for the Merger Consideration, the Merger Consideration received upon conversion of the remaining shares of Malvern Common Stock held in the Malvern ESOP’s Loan Suspense Account shall be deemed to be earnings and shall be allocated as earnings to the accounts of the ESOP participants who are employed as of the ESOP Termination Date based on their account balances under the ESOP as of the ESOP Termination Date and distributed to ESOP participants after the receipt of a favorable determination letter from the IRS. No benefit distributions shall be made from the ESOP without the prior written consent of First Bank before the IRS issues a favorable determination letter with respect to the tax-qualified status of the ESOP on termination unless otherwise required by law. Prior to the Effective Time, Malvern shall take all such actions as are necessary to submit the application for favorable determination letter in advance of the Effective Time (and to provide First Bank with the opportunity to review the application for a favorable determination letter at least twenty (20) days prior to the filing date with the IRS), and following the Effective Time, First Bank shall use its best efforts in good faith to obtain such favorable determination letter as promptly as possible (including, but not limited to, making such changes to the ESOP as may be required by the IRS as a condition to its issuance of a favorable determination letter). Xxxxxxx, Malvern Bank, and following the Effective Time, First Bank, will adopt such amendments to the ESOP to effect the provisions of this Section 7.8(f). Promptly following the receipt of a favorable determination letter from the IRS regarding the qualified status of the ESOP upon its termination, the account balances in the ESOP shall either be distributed to participants and beneficiaries or transferred to an eligible tax-qualified retirement plan or individual retirement account as a participant or beneficiary may direct. (g) Employees of Malvern as of the date of the Agreement who remain employed by Xxxxxxx as of the Effective Time and whose employment is terminated by First Bank or Malvern Bank (absent termination for cause) within the time period set forth in Section 7.8(g)(i) of Malvern’s Disclosure Memorandum shall receive severance pay equal to the amounts set forth in Section 7.8(g) of First Bank’s Disclosure Memorandum, subject to receipt of an effective release of claims from the employee receiving such severance payment, which release shall be in form and substance reasonably satisfactory to Malvern and First Bank. In addition, Xxxxxxx shall be permitted to grant retention bonuses to Employees of Malvern as of the date of this Agreement who remain employed by Xxxxxxx as of the Effective Time, with such Employees and retention bonus amounts determined mutually between Malvern and First Bank.

Employee Benefits and Contracts. (a) Unless otherwise agreed between First Bank and a Covered EmployeeFollowing the Effective Time, for the period beginning on the Closing Date and ending on the one year anniversary of the Closing Date (or such shorter period of employmentNBC shall provide generally to all persons who were, as the case may be), each employee of Malvern who remains employed by the Surviving Corporation or any First Bank Entity after the Closing Date (each, a “Covered Employee”) shall receive (i) an annual rate of salary or wages and annual cash bonus opportunity that is no less favorable than the annual rate of salary or wages, or bonus opportunity, as applicable, provided to such Covered Employee by Malvern as of immediately prior to the Closing and (ii) benefits (excluding equity and other long-term incentive awards) that are substantially comparable in the aggregate to the benefits provided to similarly situated Effective Time, employees of First Bank; providedEnterprise or any Enterprise Company and who at or after the Effective Time become employees of a subsidiary of NBC (“Continuing Employees”), that until such time as First Bank shall cause the Covered Employees to participate in the applicable First Bank employee benefit plans, the continued participation of the Covered Employees in Malvern Benefit Plans shall be deemed to satisfy the foregoing provisions of this clause (it being understood that participation in First Bank’s employee benefit plans may commence at different times with respect to each of First Bank’s employee benefit plans). (b) For purposes of determining a Covered Employee’s eligibility to participate and vesting benefits under First Bank’s employee benefit plans (other than stock option or other plans involving the potential issuance of NBC Common Stock, except as may be approved by the Compensation Committee of the Board of Directors of NBC), on terms and conditions which when taken as a whole are substantially similar to those currently provided by NBC and its subsidiaries to their similarly situated officers and employees; provided, however, that employees of the Enterprise Companies will not participate in any defined benefit pension planplan of NBC or the ESOP of NBC (which plans have been frozen). For purposes of participation and vesting (but not accrual of benefits) under such employee benefit plans, post-employment health or welfare plan, or equity incentive plan), the (i) service under any qualified defined contribution plans of a Covered Employee with a Malvern Entity prior to the Effective Time Enterprise shall be treated as service with a First Bank Entity under NBC’s qualified defined contribution plans, and (ii) service under any other employee benefit plans of Enterprise shall be treated as service under any similar employee benefit plans maintained by NBC. NBC shall cause the NBC welfare benefit plans that cover the Continuing Employees after the Effective Time to (i) conform to HIPPA, and (ii) cause any deductible, co-insurance, or maximum out-of-pocket payments made by the Continuing Employees under Enterprise’s welfare benefit plans to be credited to such Continuing Employees under the NBC welfare benefit plans, so as to reduce the amount of any deductible, co-insurance, or maximum out-of-pocket payments payable by the Continuing Employees under the NBC welfare benefit plans, to the same extent that such service was recognized information is furnished by the Malvern Entities insurance company. The benefits provided to Continuing Employees under a corresponding Malvern Benefit Plan; provided, that such recognition the employee benefit plans of service shall not (i) operate to duplicate any benefits of a Covered Employee with respect to the same period of service or (ii) apply for purposes of any plan, program, policy, agreement or arrangement (x) under which similarly-situated employees of First Bank Entities do not receive credit for prior service or (y) that is grandfathered or frozen, either with respect to level of benefits or participation. In no event shall any Covered Employee be eligible to participate in any closed or frozen plan of any First Bank Entity. (c) The Malvern Entities shall take all necessary action (including without limitation the adoption of resolutions and plan amendments and the delivery of any required notices) to terminate, effective Enterprise as of the day before Effective Date will not be reduced during the Closing Dateperiod between the Effective Date and the date that such employees become covered under the benefit plans of NBC and its Subsidiaries. . NBC also shall cause Enterprise and its Subsidiaries to honor all employment, any Malvern Benefit Plan that is intended to constitute a tax-qualified defined contribution plan under severance, consulting, and other compensation Contracts disclosed in Section 401(k) 8.8 of the Internal Revenue Code (a “401(k) Plan”)Disclosure Memorandum to NBC between any Enterprise Company and any current or former director, officer, or employee thereof, and all provisions for vested benefits or other vested amounts earned or accrued through the Effective Time under the Enterprise Benefit Plans. Malvern NBC shall provide First Bank with a copy of be responsible for the resolutions, plan amendments, notices and other documents prepared fees related to effectuate the termination of the 401(k) Plan in advance and give First Bank a reasonable opportunity to comment on such documents (which comments shall be considered in good faith), and prior to the Closing Date, Malvern shall provide First Bank with the final documentation evidencing that the 401(k) Plan has been terminatedEnterprise Benefit Plans. (d) Upon request by First Bank in writing prior to the Closing Date, the Malvern Entities shall cooperate in good faith with First Bank, effective on Closing Date, and conditioned upon the consummation of the transaction contemplated hereby, to amend, freeze, terminate or modify any Malvern Benefit Plan to the extent and in the manner determined by First Bank effective upon the Closing Date (or at such different time mutually agreed to by the parties) and consistent with applicable Law. Malvern shall provide First Bank with a copy of the resolutions, plan amendments, notices and other documents prepared to effectuate the actions contemplated by this Section 7.8(d), as applicable, and give First Bank a reasonable opportunity to comment on such documents (which comments shall be considered in good faith), and prior to the Closing Date, Malvern shall provide First Bank with the final documentation evidencing that the actions contemplated herein have been effectuated. (e) The provisions of this Section 7.8 are solely for the benefit of the Parties to this Agreement, and no employee, any dependent or beneficiary thereof, or any other individual associated therewith shall be regarded for any purpose as a third-party beneficiary of this Agreement. In no event shall the terms of this Agreement: (i) establish, amend, or modify any Malvern Benefit Plan or any employee benefit plan, program, policy, agreement or arrangement maintained or sponsored by First Bank, Malvern or any of their respective Affiliates; (ii) alter or limit the ability of any First Bank Entity (including, after the Closing Date, the Malvern Entities) to amend, modify or terminate any Malvern Benefit Plan or any other employee benefit plan, program, policy, agreement or arrangement after the Closing Date; or (iii) confer upon any current or former employee or other service provider any right to employment or continued employment or continued service with any First Bank Entity (including, following the Closing Date, the Malvern Entities), or constitute or create an employment agreement with any employee, or interfere with or restrict in any way the rights of the Surviving Corporation, Malvern, First Bank or any Subsidiary or Affiliate thereof to discharge or terminate the services of any employee or other service provider at any time for any reason whatsoever. (f) Malvern and Malvern Bank shall take or cause to be taken all such actions as may be necessary to effect the actions set forth below relating to Malvern’s employee stock ownership plan (the “Malvern ESOP”) prior to or simultaneous with the Effective Time, as applicable. Effective on the fifth (5th) Business Day before the Effective Time, the ESOP shall be terminated (the “ESOP Termination Date”). No new participants shall be admitted on or after the ESOP Termination Date and all existing ESOP participants’ accounts shall become fully vested and 100% non-forfeitable. Malvern Bank shall direct the ESOP trustee to remit a sufficient number of shares of Malvern Common Stock held in the Malvern ESOP’s Loan Suspense Account (as defined in Section 2.01(z) of the Malvern ESOP) to Malvern to repay the outstanding ESOP loan in full, with each remitted share to be valued equal to the closing price of Malvern Common Stock on the day immediately prior to the ESOP Termination Date. All remaining shares of Malvern Common Stock held by the ESOP as of the Effective Time shall be exchanged for the Merger Consideration. After repayment of the outstanding ESOP loan and the exchange of the shares of Malvern Common Stock for the Merger Consideration, the Merger Consideration received upon conversion of the remaining shares of Malvern Common Stock held in the Malvern ESOP’s Loan Suspense Account shall be deemed to be earnings and shall be allocated as earnings to the accounts of the ESOP participants who are employed as of the ESOP Termination Date based on their account balances under the ESOP as of the ESOP Termination Date and distributed to ESOP participants after the receipt of a favorable determination letter from the IRS. No benefit distributions shall be made from the ESOP without the prior written consent of First Bank before the IRS issues a favorable determination letter with respect to the tax-qualified status of the ESOP on termination unless otherwise required by law. Prior to the Effective Time, Malvern shall take all such actions as are necessary to submit the application for favorable determination letter in advance of the Effective Time (and to provide First Bank with the opportunity to review the application for a favorable determination letter at least twenty (20) days prior to the filing date with the IRS), and following the Effective Time, First Bank shall use its best efforts in good faith to obtain such favorable determination letter as promptly as possible (including, but not limited to, making such changes to the ESOP as may be required by the IRS as a condition to its issuance of a favorable determination letter). Xxxxxxx, Malvern Bank, and following the Effective Time, First Bank, will adopt such amendments to the ESOP to effect the provisions of this Section 7.8(f). Promptly following the receipt of a favorable determination letter from the IRS regarding the qualified status of the ESOP upon its termination, the account balances in the ESOP shall either be distributed to participants and beneficiaries or transferred to an eligible tax-qualified retirement plan or individual retirement account as a participant or beneficiary may direct. (g) Employees of Malvern as of the date of the Agreement who remain employed by Xxxxxxx as of the Effective Time and whose employment is terminated by First Bank or Malvern Bank (absent termination for cause) within the time period set forth in Section 7.8(g)(i) of Malvern’s Disclosure Memorandum shall receive severance pay equal to the amounts set forth in Section 7.8(g) of First Bank’s Disclosure Memorandum, subject to receipt of an effective release of claims from the employee receiving such severance payment, which release shall be in form and substance reasonably satisfactory to Malvern and First Bank. In addition, Xxxxxxx shall be permitted to grant retention bonuses to Employees of Malvern as of the date of this Agreement who remain employed by Xxxxxxx as of the Effective Time, with such Employees and retention bonus amounts determined mutually between Malvern and First Bank.

Employee Benefits and Contracts. (a) Unless otherwise agreed between First Bank Following the Effective Time, SBC shall maintain or cause to be maintained employee benefit plans and a Covered Employee, compensation opportunities for the period beginning benefit of employees (as a group) who are full-time active employees of the Company on the Closing Date and ending on the one year anniversary of the Closing Date (or such shorter period of employment, as the case may be), each employee of Malvern who remains employed by the Surviving Corporation or any First Bank Entity after the Closing Date (each, a “Covered EmployeeEmployees”) shall receive (i) an annual rate of salary or wages that provide employee benefits and annual cash bonus opportunity that is no less favorable than compensation opportunities which, in the annual rate of salary or wagesaggregate, or bonus opportunity, as applicable, provided to such Covered Employee by Malvern as of immediately prior to the Closing and (ii) benefits (excluding equity and other long-term incentive awards) that are substantially comparable in the aggregate to the employee benefits provided and compensation opportunities that are made available on a uniform and non- discriminatory basis to similarly situated employees of First BankSBC or its Subsidiaries, as applicable; provided, that until such time as First Bank shall cause the Covered Employees to participate in the applicable First Bank employee benefit plans, the continued participation of the Covered Employees in Malvern Benefit Plans shall be deemed to satisfy the foregoing provisions of this clause (it being understood that participation in First Bank’s employee benefit plans may commence at different times with respect to each of First Bank’s employee benefit plans). (b) For purposes of determining a Covered Employee’s eligibility to participate and vesting under First Bank’s employee benefit plans (other than any defined benefit pension plan, post-employment health or welfare plan, or equity incentive plan), the service of a Covered Employee with a Malvern Entity prior to the Effective Time shall be treated as service with a First Bank Entity to the same extent that such service was recognized by the Malvern Entities under a corresponding Malvern Benefit Plan; providedhowever, that such recognition of service shall not (i) operate to duplicate any benefits of a Covered Employee with respect to the same period of service or (ii) apply for purposes of any plan, program, policy, agreement or arrangement (x) under which similarly-situated employees of First Bank Entities do not receive credit for prior service or (y) that is grandfathered or frozen, either with respect to level of benefits or participation. In in no event shall any Covered Employee be eligible to participate in any closed or frozen plan of SBC or its Subsidiaries; and provided further that in no event shall SBC be required to take into account any First Bank Entityretention arrangements or equity compensation when determining whether employee benefits are substantially comparable. SBC shall give the Covered Employees full credit for their prior service with the Company (i) for purposes of eligibility (including initial participation and eligibility for current benefits) and vesting under any qualified or non-qualified employee benefit plan maintained by SBC and in which Covered Employees may be eligible to participate and (ii) for all purposes under any welfare benefit plans, vacation plans and similar arrangements maintained by SBC. (b) With respect to any employee benefit plan of SBC that is a health, dental, vision or other welfare plan in which any Covered Employee is eligible to participate, for the plan year in which such Covered Employee is first eligible to participate, SBC or its applicable Subsidiary shall use its commercially reasonable best efforts to (i) cause any pre-existing condition limitations or eligibility waiting periods under such SBC or Subsidiary plan to be waived with respect to such Covered Employee to the (c) The Malvern Entities Prior to the Effective Time, the Company shall take all actions requested by SBC that may be necessary action or appropriate to (including without limitation i) cause the adoption Company’s 401(k) Plan and such other Company Benefits Plans as specified no later than thirty (30) days prior to the Effective Time (or such earlier time as required pursuant to the requirements of resolutions and plan amendments and the delivery of any required noticessuch Company Benefit Plan) to terminate, effective terminate as of the day before Effective Time, or as of the Closing Datedate immediately preceding the Effective Time, (ii) cause benefit accruals and entitlements under any Malvern Company Benefit Plan that is intended to constitute a tax-qualified defined contribution plan under Section 401(k) cease as of the Internal Revenue Code (a “401(k) Plan”). Malvern shall provide First Bank with a copy Effective Time, or as of the date immediately preceding the Effective Time, (iii) cause the continuation on and after the Effective Time of any contract, arrangement or insurance policy relating to any Company Benefit Plan for such period as may be requested by SBC, or (iv) facilitate the merger of any Company Benefit Plan into any employee benefit plan maintained by SBC or an SBC Subsidiary. All resolutions, plan amendmentsnotices, notices and or other documents prepared to effectuate issued, adopted or executed in connection with the termination implementation of the 401(kthis Section 4.14(c) Plan in advance and give First Bank a reasonable opportunity to comment on such documents (which comments shall be considered in good faith)subject to SBC’s reasonable prior review and approval, and prior to the Closing Datewhich shall not be unreasonably withheld, Malvern shall provide First Bank with the final documentation evidencing that the 401(k) Plan has been terminatedconditioned, or delayed. (d) Upon request by First Bank Nothing in writing prior to the Closing Date, the Malvern Entities shall cooperate in good faith with First Bank, effective on Closing Date, and conditioned upon the consummation of the transaction contemplated hereby, to amend, freeze, terminate or modify any Malvern Benefit Plan to the extent and in the manner determined by First Bank effective upon the Closing Date (or at such different time mutually agreed to by the parties) and consistent with applicable Law. Malvern shall provide First Bank with a copy of the resolutions, plan amendments, notices and other documents prepared to effectuate the actions contemplated by this Section 7.8(d), as applicable, and give First Bank a reasonable opportunity to comment on such documents (which comments 4.14 shall be considered in good faith), and prior construed to limit the Closing Date, Malvern shall provide First Bank with the final documentation evidencing that the actions contemplated herein have been effectuated. (e) The provisions right of this Section 7.8 are solely for the benefit of the Parties to this Agreement, and no employee, any dependent or beneficiary thereof, or any other individual associated therewith shall be regarded for any purpose as a third-party beneficiary of this Agreement. In no event shall the terms of this Agreement: (i) establish, amend, or modify any Malvern Benefit Plan or any employee benefit plan, program, policy, agreement or arrangement maintained or sponsored by First Bank, Malvern SBC or any of their respective Affiliates; (ii) alter or limit the ability of any First Bank Entity (including, after the Closing Date, the Malvern Entities) to amend, modify or terminate any Malvern Benefit Plan or any other employee benefit plan, program, policy, agreement or arrangement after the Closing Date; or (iii) confer upon any current or former employee or other service provider any right to employment or continued employment or continued service with any First Bank Entity its Subsidiaries (including, following the Closing Date, the Malvern EntitiesCompany) to amend or terminate any Company Benefit Plan or other employee benefit plan, to the extent such amendment or termination is permitted by the terms of the applicable plan, nor shall anything in this Section 4.14 be construed to require SBC or any of its Subsidiaries (including, following the Closing Date, the Company) to retain the employment of any particular Covered Employee for any fixed period of time following the Closing Date, and the continued retention (or termination) by SBC or any of its Subsidiaries of any Covered Employee subsequent to the Effective Time shall be subject in all events to SBC’s or its applicable Subsidiary’s normal and customary employment procedures and practices, including customary background screening and evaluation procedures, and satisfactory employment performance. (e) If, within six (6) months after the Effective Time, any Covered Employee (other than those Covered Employees who receive change in control benefits or retention benefits pursuant to employment or retention agreements with the Company), is terminated by SBC or constitute its Subsidiaries other than “for cause” or create an employment agreement with any employeeas a result of death, disability, or interfere with or restrict unsatisfactory job performance, then SBC shall pay severance to such Covered Employee in any way an amount as set forth in the rights severance policies set forth in Section 4.14(e)(i) of the Surviving Corporation, Malvern, First Bank or any Subsidiary or Affiliate thereof Seacoast Disclosure Letter (and based upon the non-exempt and exempt status and/or title for the Covered Employee with the Company at the Closing). Any severance to discharge or terminate which a Covered Employee may be entitled in connection with a termination occurring more than six (6) months after the services Effective Time will be as set forth in the severance policies set forth in Section 4.14 (e)(ii) of any employee or other service provider at any time for any reason whatsoeverthe Seacoast Disclosure Letter. (f) Malvern and Malvern Bank shall take or cause to be taken all such actions as may be necessary to effect the actions set forth below relating to Malvern’s employee stock ownership plan (the “Malvern ESOP”) prior to or simultaneous with the Effective Time, as applicable. Effective on the fifth (5th) Business Day before the Effective Time, the ESOP shall be terminated (the “ESOP Termination Date”). No new participants shall be admitted on or after the ESOP Termination Date and all existing ESOP participants’ accounts shall become fully vested and 100% non-forfeitable. Malvern Bank shall direct the ESOP trustee to remit a sufficient number of shares of Malvern Common Stock held in the Malvern ESOP’s Loan Suspense Account (as defined in Section 2.01(z) of the Malvern ESOP) to Malvern to repay the outstanding ESOP loan in full, with each remitted share to be valued equal to the closing price of Malvern Common Stock on the day immediately prior to the ESOP Termination Date. All remaining shares of Malvern Common Stock held by the ESOP as of the Effective Time shall be exchanged for the Merger Consideration. After repayment of the outstanding ESOP loan and the exchange of the shares of Malvern Common Stock for the Merger Consideration, the Merger Consideration received upon conversion of the remaining shares of Malvern Common Stock held in the Malvern ESOP’s Loan Suspense Account shall be deemed to be earnings and shall be allocated as earnings to the accounts of the ESOP participants who are employed as of the ESOP Termination Date based on their account balances under the ESOP as of the ESOP Termination Date and distributed to ESOP participants after the receipt of a favorable determination letter from the IRS. No benefit distributions shall be made from the ESOP without the prior written consent of First Bank before the IRS issues a favorable determination letter with respect to the tax-qualified status of the ESOP on termination unless otherwise required by law. Prior to the Effective Time, Malvern shall take all such actions as are necessary to submit the application for favorable determination letter in advance of the Effective Time (and to provide First Bank with the opportunity to review the application for a favorable determination letter at least twenty (20) days prior to the filing date with the IRS), and Promptly following the Effective Time, First Bank SBC shall file with the SEC a registration statement on Form S-8 with respect to the SBC Common Stock that may be issued pursuant to the exercise of the Substitute SBC Options. SBC shall use its best commercially reasonable efforts in good faith to obtain maintain the effectiveness of such favorable determination letter as promptly as possible (including, but not limited to, making such changes to the ESOP as may be required by the IRS registration statement for so long as a condition to its issuance of a favorable determination letter). Xxxxxxx, Malvern Bank, and following the Effective Time, First Bank, will adopt such amendments to the ESOP to effect the provisions of this Section 7.8(f). Promptly following the receipt of a favorable determination letter from the IRS regarding the qualified status of the ESOP upon its termination, the account balances in the ESOP shall either be distributed to participants and beneficiaries or transferred to an eligible tax-qualified retirement plan or individual retirement account as a participant or beneficiary may directSubstitute SBC Option remains outstanding. (g) Employees of Malvern as of the date of the Agreement who remain employed by Xxxxxxx as of the Effective Time and whose employment is terminated by First Bank or Malvern Bank (absent termination for cause) within the time period set forth in Section 7.8(g)(i) of Malvern’s Disclosure Memorandum shall receive severance pay equal to the amounts set forth in Section 7.8(g) of First Bank’s Disclosure Memorandum, subject to receipt of an effective release of claims from the employee receiving such severance payment, which release shall be in form and substance reasonably satisfactory to Malvern and First Bank. In addition, Xxxxxxx shall be permitted to grant retention bonuses to Employees of Malvern as of the date of this Agreement who remain employed by Xxxxxxx as of the Effective Time, with such Employees and retention bonus amounts determined mutually between Malvern and First Bank.

Employee Benefits and Contracts. (a) Unless otherwise agreed between First Bank Following the Effective Time, Purchaser shall provide generally to officers and a Covered Employee, for the period beginning on the Closing Date and ending on the one year anniversary employees of the Closing Date (or such shorter period of employment, as the case may be), each employee of Malvern Target Entities who remains employed by the Surviving Corporation continue employment with Purchaser or any First Bank Entity after the Closing Date (eachof its Subsidiaries employee benefits, including compensation, on terms and conditions which, when taken as a “Covered Employee”) shall receive (i) an annual rate of salary or wages and annual cash bonus opportunity that is no less favorable than the annual rate of salary or wageswhole, or bonus opportunity, as applicable, provided to such Covered Employee by Malvern as of immediately prior to the Closing and (ii) benefits (excluding equity and other long-term incentive awards) that are substantially comparable in the aggregate similar to the benefits those then currently provided by Purchaser to its other similarly situated employees of First Bank; provided, that until such time as First Bank shall cause the Covered Employees to participate in the applicable First Bank employee benefit plans, the continued participation of the Covered Employees in Malvern Benefit Plans shall be deemed to satisfy the foregoing provisions of this clause (it being understood that participation in First Bank’s employee benefit plans may commence at different times with respect to each of First Bank’s employee benefit plans). (b) officers and employees. For purposes of benefit accrual (but only for purposes of determining benefits accruing under payroll practices such as vacation policy or under fringe benefit programs that do not rise to the level of a Covered Employee’s “plan” within the meaning of Section 3(3) of ERISA) and for purposes of determining eligibility to participate and vesting under First Bank’s determinations in connection with the provision of any such employee benefit plans (other than any defined benefit pension planbenefits generally, post-employment health or welfare plan, or equity incentive plan), service with the service of a Covered Employee with a Malvern Entity Target Entities prior to the Effective Time Date shall be treated counted. All accrued balances in Target’s Short Term Disability Bank as service with a First Bank Entity of December 31, 2012 shall transfer and otherwise be made available to each eligible employee of Target pursuant to the same extent terms of Purchaser’s Long-Term Sick Pay policies then in effect, provided that upon a termination of employment, any such service was recognized by the Malvern Entities eligible employee shall be entitled to receive at least his or her accrued balance under a corresponding Malvern Benefit Plan; provided, that such recognition of service shall not (i) operate to duplicate any benefits of a Covered Employee with respect to the same period of service or (ii) apply for purposes of any plan, program, policy, agreement or arrangement (x) under which similarly-situated employees of First Target’s Short Term Disability Bank Entities do not receive credit for prior service or (y) that is grandfathered or frozen, either with respect to level of benefits or participation. In no event shall any Covered Employee be eligible to participate in any closed or frozen plan of any First Bank Entity. (c) The Malvern Entities shall take all necessary action (including without limitation the adoption of resolutions and plan amendments and the delivery of any required notices) to terminate, effective as of the day before the Closing DateDecember 31, any Malvern Benefit Plan that is intended to constitute a tax-qualified defined contribution plan under Section 401(k) of the Internal Revenue Code (a “401(k) Plan”). Malvern shall provide First Bank with a copy of the resolutions2012, plan amendments, notices and other documents prepared to effectuate the termination of the 401(k) Plan in advance and give First Bank a reasonable opportunity to comment on such documents (which comments shall be considered in good faith), and prior to the Closing Date, Malvern shall provide First Bank with the final documentation evidencing that the 401(k) Plan has been terminated. (d) Upon request by First Bank in writing prior to the Closing Date, the Malvern Entities shall cooperate in good faith with First Bank, effective on Closing Date, and conditioned upon the consummation of the transaction contemplated hereby, to amend, freeze, terminate or modify any Malvern Benefit Plan to the extent and in the manner determined by First Bank effective upon the Closing Date (or at such different time mutually agreed to by the parties) and consistent with applicable Law. Malvern shall provide First Bank with a copy of the resolutions, plan amendments, notices and other documents prepared to effectuate the actions contemplated by this Section 7.8(d), as applicable, and give First Bank a reasonable opportunity to comment on such documents (which comments shall be considered in good faith), and prior to the Closing Date, Malvern shall provide First Bank with the final documentation evidencing that the actions contemplated herein have been effectuated. (e) The provisions of this Section 7.8 are solely for the benefit of the Parties to this Agreement, and no employee, any dependent or beneficiary thereof, or any other individual associated therewith shall be regarded for any purpose as a thirdnot used under Purchaser’s Long-party beneficiary of this Agreement. In no event shall the terms of this Agreement: (i) establish, amend, or modify any Malvern Benefit Plan or any employee benefit plan, program, policy, agreement or arrangement maintained or sponsored by First Bank, Malvern or any of their respective Affiliates; (ii) alter or limit the ability of any First Bank Entity (including, after the Closing Date, the Malvern Entities) to amend, modify or terminate any Malvern Benefit Plan or any other employee benefit plan, program, policy, agreement or arrangement after the Closing Date; or (iii) confer upon any current or former employee or other service provider any right to employment or continued employment or continued service with any First Bank Entity (including, following the Closing Date, the Malvern Entities), or constitute or create an employment agreement with any employee, or interfere with or restrict in any way the rights of the Surviving Corporation, Malvern, First Bank or any Subsidiary or Affiliate thereof to discharge or terminate the services of any employee or other service provider at any time for any reason whatsoever. (f) Malvern and Malvern Bank shall take or cause to be taken all such actions as may be necessary to effect the actions set forth below relating to Malvern’s employee stock ownership plan (the “Malvern ESOP”) prior to or simultaneous with the Effective Time, as applicable. Effective on the fifth (5th) Business Day before the Effective Time, the ESOP shall be terminated (the “ESOP Termination Date”). No new participants shall be admitted on or after the ESOP Termination Date and all existing ESOP participants’ accounts shall become fully vested and 100% non-forfeitable. Malvern Bank shall direct the ESOP trustee to remit a sufficient number of shares of Malvern Common Stock held in the Malvern ESOP’s Loan Suspense Account (as defined in Section 2.01(z) of the Malvern ESOP) to Malvern to repay the outstanding ESOP loan in full, with each remitted share to be valued equal to the closing price of Malvern Common Stock on the day immediately prior to the ESOP Termination DateTerm Sick Pay policies. All remaining shares 2013 accrued and unused paid time off balances of Malvern Common Stock held by the ESOP Target’s employees as of the Effective Time shall be exchanged for transfer to Purchaser’s Vacation Pay and Personal Pay policies and their applicable accrual schedules then in effect on a pro-rata basis. If Purchaser shall terminate any “group health plan,” within the Merger Consideration. After repayment meaning of Section 4980B(g)(2) of the outstanding ESOP loan and Internal Revenue Code, in which one or more employees of a Target Entity participated immediately prior to the exchange Effective Time (a “Company Health Plan”), Purchaser shall cause any successor group health plan to waive any underwriting requirements; to give credit for any such employee’s participation in the Company Health Plan prior to the Effective Time for purposes of applying any waiting period and/or pre-existing condition limitations set forth therein; and, if such transition occurs during the middle of the shares plan year for such a Company Health Plan, to give credit towards satisfaction of Malvern Common Stock any annual deductible limitation and out-of pocket maximum applied under such successor group health plan for any deductible amounts and co-payments previously paid by any such employee respecting his or her participation in that Company Health Plan during that plan year prior to the Merger Consideration, the Merger Consideration received upon conversion of the remaining shares of Malvern Common Stock held in the Malvern ESOP’s Loan Suspense Account Effective Time. Purchaser also shall be deemed to be earnings considered a successor employer for and shall be allocated as earnings provide to the accounts of the ESOP participants who are employed as of the ESOP Termination Date based on their account balances under the ESOP as of the ESOP Termination Date and distributed to ESOP participants after the receipt of a favorable determination letter from the IRS. No benefit distributions shall be made from the ESOP without the “qualified beneficiaries,” determined immediately prior written consent of First Bank before the IRS issues a favorable determination letter with respect to the tax-qualified status of the ESOP on termination unless otherwise required by law. Prior to the Effective Time, Malvern shall take all such actions under any Target Plan appropriate “continuation coverage” (as those terms are necessary to submit defined in Section 4980B of the application for favorable determination letter in advance of Internal Revenue Code) following the Effective Time (and under either the Target Plan or any successor group health plan maintained by Purchaser. At the request of Purchaser, the Target Entities will take all appropriate action to provide First Bank with the opportunity to review the application for a favorable determination letter at least twenty (20) days terminate, prior to the filing date with the IRS), and following the Effective Time, First Bank shall use its best efforts in good faith to obtain such favorable determination letter as promptly as possible (including, but not limited to, making such changes to the ESOP as may be required Target’s Directors Deferred Compensation Plan and any retirement plan maintained by the IRS as a condition Target Entities that is intended to its issuance of a favorable determination letter). Xxxxxxx, Malvern Bank, and following the Effective Time, First Bank, will adopt such amendments to the ESOP to effect the provisions of this be qualified under Section 7.8(f). Promptly following the receipt of a favorable determination letter from the IRS regarding the qualified status 401(a) of the ESOP upon its termination, the account balances in the ESOP shall either be distributed to participants and beneficiaries or transferred to an eligible tax-qualified retirement plan or individual retirement account as a participant or beneficiary may directInternal Revenue Code. (g) Employees of Malvern as of the date of the Agreement who remain employed by Xxxxxxx as of the Effective Time and whose employment is terminated by First Bank or Malvern Bank (absent termination for cause) within the time period set forth in Section 7.8(g)(i) of Malvern’s Disclosure Memorandum shall receive severance pay equal to the amounts set forth in Section 7.8(g) of First Bank’s Disclosure Memorandum, subject to receipt of an effective release of claims from the employee receiving such severance payment, which release shall be in form and substance reasonably satisfactory to Malvern and First Bank. In addition, Xxxxxxx shall be permitted to grant retention bonuses to Employees of Malvern as of the date of this Agreement who remain employed by Xxxxxxx as of the Effective Time, with such Employees and retention bonus amounts determined mutually between Malvern and First Bank.

Employee Benefits and Contracts. (a) Unless otherwise agreed between First Bank Following the Effective Time, West at its election shall either (i) provide generally to officers and a Covered Employeeemployees of Raindance, who at or after the Effective Time remain employees of the Surviving Corporation ("Continuing Employees"), employee benefits under Benefit Plans maintained by West, on terms and conditions which are substantially the same as for similarly situated officers and employees of West and its Subsidiaries, or (ii) maintain, for the period beginning on benefit of the Closing Date Continuing Employees, the Benefit Plans maintained by Raindance immediately prior to the Effective Time; provided, however that any Continuing Employee who was deemed by Raindance as a full-time employee of Raindance as of the Effective Time and ending on the who is terminated by West within one year anniversary following the Effective Time shall be entitled to the severance payments set forth in Section 4.11(a) of the Closing Date (or such shorter period Raindance's Disclosure Letter. For purposes of employmentthis Section 4.11, as the case may be), each employee of Malvern who remains employed Benefit Plans maintained by the Surviving Corporation or any First Bank Entity after the Closing Date (each, a “Covered Employee”) shall receive (i) an annual rate of salary or wages and annual cash bonus opportunity that is no less favorable than the annual rate of salary or wages, or bonus opportunity, as applicable, provided West are deemed to such Covered Employee include Benefit Plans maintained by Malvern as its Subsidiaries. As of immediately prior to the Closing and (ii) benefits (excluding equity and other long-term incentive awards) Effective Time, Raindance's Board of Directors shall adopt resolutions terminating all Benefit Plans that are substantially comparable in the aggregate intended to the benefits provided to similarly situated employees of First Bank; provided, that until such time as First Bank shall cause the Covered Employees to participate in the applicable First Bank employee benefit plans, the continued participation qualify under section 401(a) of the Covered Employees in Malvern Benefit Plans shall be deemed to satisfy the foregoing provisions of this clause (it being understood that participation in First Bank’s employee benefit plans may commence at different times with respect to each of First Bank’s employee benefit plans)Code. (b) For purposes of determining a Covered Employee’s eligibility to participate participation and vesting (but not accrual of benefits) under First Bank’s employee benefit plans (other than Benefit Plans maintained by West, service with Raindance or any defined benefit pension plan, post-employment health or welfare plan, or equity incentive plan), the service of a Covered Employee with a Malvern Entity prior to the Effective Time its predecessors shall be treated as service with a First Bank Entity West. West shall cause welfare Benefit Plans maintained by West that cover the Continuing Employees after the Effective Time to the same extent (A) waive any waiting period and restrictions and limitations for preexisting conditions or insurability (except for pre-existing conditions that such service was recognized were excluded under welfare Benefit Plans maintained by Raindance), and (B) cause any deductible, co-insurance, or maximum out-of-pocket payments made by the Malvern Entities Continuing Employees under a corresponding Malvern welfare Benefit Plan; providedPlans maintained by Raindance to be credited to such Continuing Employees under welfare Benefit Plans maintained by West, that such recognition of service shall not (i) operate so as to duplicate any benefits of a Covered Employee with respect to reduce the same period of service or (ii) apply for purposes amount of any plandeductible, programco-insurance, policy, agreement or arrangement (x) maximum out-of-pocket payments payable by the Continuing Employees under which similarly-situated employees of First Bank Entities do not receive credit for prior service or (y) that is grandfathered or frozen, either with respect to level of benefits or participation. In no event shall any Covered Employee be eligible to participate in any closed or frozen plan of any First Bank Entitywelfare Benefit Plans maintained by West. (c) The Malvern Entities West shall, and shall take cause the Surviving Corporation to, honor all necessary action (including without limitation the adoption of resolutions and plan amendments and the delivery of any required notices) to terminateemployment, effective as of the day before the Closing Dateseverance, any Malvern Benefit Plan that is intended to constitute a tax-qualified defined contribution plan under Section 401(k) of the Internal Revenue Code (a “401(k) Plan”). Malvern shall provide First Bank with a copy of the resolutionsconsulting, plan amendments, notices and other documents prepared compensation Contracts disclosed in Raindance's Disclosure Letter or filed as exhibits to effectuate the termination of the 401(k) Plan in advance and give First Bank a reasonable opportunity to comment on such documents (which comments shall be considered in good faith), and its SEC Reports prior to the Closing Date, Malvern shall provide First Bank with the final documentation evidencing that the 401(k) Plan has been terminateddate of this Agreement. (d) Upon request by First Bank Nothing in writing prior to the Closing Date, the Malvern Entities shall cooperate in good faith with First Bank, effective on Closing Date, and conditioned upon the consummation of the transaction contemplated hereby, to amend, freeze, terminate or modify any Malvern Benefit Plan to the extent and in the manner determined by First Bank effective upon the Closing Date (or at such different time mutually agreed to by the parties) and consistent with applicable Law. Malvern shall provide First Bank with a copy of the resolutions, plan amendments, notices and other documents prepared to effectuate the actions contemplated by this Section 7.8(d), as applicable, and give First Bank a reasonable opportunity to comment on such documents (which comments 4.11 shall be considered in good faith)interpreted as preventing West, from and prior to the Closing Date, Malvern shall provide First Bank with the final documentation evidencing that the actions contemplated herein have been effectuated. (e) The provisions of this Section 7.8 are solely for the benefit of the Parties to this Agreement, and no employee, any dependent or beneficiary thereof, or any other individual associated therewith shall be regarded for any purpose as a third-party beneficiary of this Agreement. In no event shall the terms of this Agreement: (i) establish, amend, or modify any Malvern Benefit Plan or any employee benefit plan, program, policy, agreement or arrangement maintained or sponsored by First Bank, Malvern or any of their respective Affiliates; (ii) alter or limit the ability of any First Bank Entity (including, after the Closing Date, the Malvern Entities) to amend, modify or terminate any Malvern Benefit Plan or any other employee benefit plan, program, policy, agreement or arrangement after the Closing Date; or (iii) confer upon any current or former employee or other service provider any right to employment or continued employment or continued service with any First Bank Entity (including, following the Closing Date, the Malvern Entities), or constitute or create an employment agreement with any employee, or interfere with or restrict in any way the rights of the Surviving Corporation, Malvern, First Bank or any Subsidiary or Affiliate thereof to discharge or terminate the services of any employee or other service provider at any time for any reason whatsoever. (f) Malvern and Malvern Bank shall take or cause to be taken all such actions as may be necessary to effect the actions set forth below relating to Malvern’s employee stock ownership plan (the “Malvern ESOP”) prior to or simultaneous with the Effective Time, as applicable. Effective on the fifth (5th) Business Day before the Effective Timefrom amending, the ESOP shall be terminated (the “ESOP Termination Date”). No new participants shall be admitted on modifying or after the ESOP Termination Date terminating any Benefit Plans maintained by Raindance or it, or other Contracts, arrangements, commitments or understandings, in accordance with their terms and all existing ESOP participants’ accounts shall become fully vested and 100% non-forfeitable. Malvern Bank shall direct the ESOP trustee to remit a sufficient number of shares of Malvern Common Stock held in the Malvern ESOP’s Loan Suspense Account (as defined in Section 2.01(z) of the Malvern ESOP) to Malvern to repay the outstanding ESOP loan in full, with each remitted share to be valued equal to the closing price of Malvern Common Stock on the day immediately prior to the ESOP Termination Date. All remaining shares of Malvern Common Stock held by the ESOP as of the Effective Time shall be exchanged for the Merger Consideration. After repayment of the outstanding ESOP loan and the exchange of the shares of Malvern Common Stock for the Merger Consideration, the Merger Consideration received upon conversion of the remaining shares of Malvern Common Stock held in the Malvern ESOP’s Loan Suspense Account shall be deemed to be earnings and shall be allocated as earnings to the accounts of the ESOP participants who are employed as of the ESOP Termination Date based on their account balances under the ESOP as of the ESOP Termination Date and distributed to ESOP participants after the receipt of a favorable determination letter from the IRS. No benefit distributions shall be made from the ESOP without the prior written consent of First Bank before the IRS issues a favorable determination letter with respect to the tax-qualified status of the ESOP on termination unless otherwise required by law. Prior to the Effective Time, Malvern shall take all such actions as are necessary to submit the application for favorable determination letter in advance of the Effective Time (and to provide First Bank with the opportunity to review the application for a favorable determination letter at least twenty (20) days prior to the filing date with the IRS), and following the Effective Time, First Bank shall use its best efforts in good faith to obtain such favorable determination letter as promptly as possible (including, but not limited to, making such changes to the ESOP as may be required by the IRS as a condition to its issuance of a favorable determination letter). Xxxxxxx, Malvern Bank, and following the Effective Time, First Bank, will adopt such amendments to the ESOP to effect the provisions of this Section 7.8(f). Promptly following the receipt of a favorable determination letter from the IRS regarding the qualified status of the ESOP upon its termination, the account balances in the ESOP shall either be distributed to participants and beneficiaries or transferred to an eligible tax-qualified retirement plan or individual retirement account as a participant or beneficiary may directapplicable Law. (g) Employees of Malvern as of the date of the Agreement who remain employed by Xxxxxxx as of the Effective Time and whose employment is terminated by First Bank or Malvern Bank (absent termination for cause) within the time period set forth in Section 7.8(g)(i) of Malvern’s Disclosure Memorandum shall receive severance pay equal to the amounts set forth in Section 7.8(g) of First Bank’s Disclosure Memorandum, subject to receipt of an effective release of claims from the employee receiving such severance payment, which release shall be in form and substance reasonably satisfactory to Malvern and First Bank. In addition, Xxxxxxx shall be permitted to grant retention bonuses to Employees of Malvern as of the date of this Agreement who remain employed by Xxxxxxx as of the Effective Time, with such Employees and retention bonus amounts determined mutually between Malvern and First Bank.

Employee Benefits and Contracts. (a) Unless otherwise agreed between First Bank and For a Covered Employeeperiod of one year following the Effective Time, for except as contemplated by this Agreement, Xxxxx shall, or shall cause the period beginning Surviving Corporation to, provide to employees who are actively employed by a FSB Entity on the Closing Date and ending on the one year anniversary of (“Covered Employees”) while employed by a Xxxxx Entity following the Closing Date (or such shorter period of employmentemployee benefits under Xxxxx Benefit Plans, as on terms and conditions which are, in the case may be)aggregate, each employee of Malvern who remains employed by the Surviving Corporation or any First Bank Entity after the Closing Date (each, a “Covered Employee”) shall receive (i) an annual rate of salary or wages and annual cash bonus opportunity that is no less favorable than the annual rate of salary or wages, or bonus opportunity, as applicable, provided to such Covered Employee by Malvern as of immediately prior to the Closing and (ii) benefits (excluding equity and other long-term incentive awards) that are substantially comparable in the aggregate to the benefits those provided by Xxxxx Entities to their similarly situated employees of First Bankemployees; provided, that until in no event shall any Covered Employee be eligible to participate in any closed or frozen plan of any Xxxxx Entity. Until such time as First Bank Xxxxx shall cause the Covered Employees to participate in the applicable First Bank employee benefit plansXxxxx Benefit Plans, the continued participation of the Covered Employees in Malvern the FSB Benefit Plans shall be deemed to satisfy the foregoing provisions of this clause (it being understood that participation in First Bank’s employee benefit plans Xxxxx Benefit Plans may commence at different times with respect to each of First Bank’s employee benefit plansXxxxx Benefit Plans). (b) . For purposes of determining eligibility to participate and vesting under Xxxxx Benefit Plans, and for purposes of determining a Covered Employee’s eligibility entitlement to participate and vesting paid time off under First Bank’s employee benefit plans (other than any defined benefit pension plan, post-employment health or welfare plan, or equity incentive plan)Xxxxx’x paid time off program, the service of a the Covered Employee Employees with a Malvern FSB Entity prior to the Effective Time shall be treated as service with a First Bank Xxxxx Entity participating in such Xxxxx Benefit Plans, to the same extent that such service was recognized by the Malvern FSB Entities under for purposes of a corresponding Malvern Benefit Plansimilar benefit plan; provided, that such recognition of service shall not (i) operate to duplicate any benefits of a Covered Employee with respect to the same period of service or (ii) apply for purposes of any plan, program, policy, agreement program or arrangement (x) under which similarly-situated employees of First Bank Xxxxx Entities do not receive credit for prior service service, or (y) that is grandfathered or frozen, either with respect to level of benefits or participation, or (z) for purposes of retiree medical benefits or level of benefits under a defined benefit pension plan. In no event shall For the avoidance of doubt, Xxxxx’x obligations under this Section 7.8(a) with respect to any particular Covered Employee shall end upon the Covered Employee’s termination of employment for any reason. (b) From and after the Effective Time, without limiting the generality of Section 7.8(a), with respect to each Covered Employee (and their beneficiaries) Xxxxx shall use commercially reasonable efforts to cause each life, disability, medical, dental or health plan of Xxxxx or its Subsidiaries in which each such Covered Employee becomes eligible to participate (to the extent permitted by the applicable carrier) to (i) waive any preexisting condition limitations to the extent such conditions were covered under the applicable life, disability, medical, dental or health plans of the FSB Entities, (ii) provide credit under medical, dental and health plans for any deductibles, co-payment and out-of-pocket expenses incurred by the Covered Employees (and their beneficiaries) under analogous plans of the FSB Entities prior to the Effective Time during the portion of the applicable plan year prior to participation, and (iii) waive any waiting period limitation, actively-at-work requirement or evidence of insurability requirement that would otherwise be applicable to such Covered Employees and their beneficiaries on or after the Effective Time to the extent such employee or beneficiary had satisfied any similar limitation or requirement under an analogous plan prior to the Effective Time. Unless a Covered Employee terminates coverage (or causes coverage to terminate) under a FSB health plan prior to the time such Covered Employee becomes eligible to participate in any closed or frozen a health plan of Xxxxx or its Subsidiaries or an event occurs that results in termination under the terms of the FSB health plan, Xxxxx will not terminate the coverage of any First Bank Entityof the Covered Employees or their dependents under any of the FSB health plans prior to the time such Covered Employees and their dependents become eligible to participate in a Xxxxx health plan. (c) Any Covered Employee (other than a Covered Employee who is party to an individual agreement or letter that entitle such Covered Employee to different severance or termination benefits) who is terminated by a Xxxxx Entity within the twelve months following the Effective Time as a result of a position elimination shall be eligible for severance benefits described in Section 7.8(c) of Xxxxx’x Disclosure Memorandum in exchange for customary non-affiliation agreements and releases. (d) The Malvern FSB Entities shall take all necessary action (including without limitation the adoption of resolutions and plan amendments and the delivery of any required notices) to terminate, contingent on the Closing and effective as of no later than the day before the Closing Date, any Malvern FSB Benefit Plan that is intended to constitute a tax-qualified defined contribution plan under Internal Revenue Code Section 401(k) of the Internal Revenue Code (a “401(k) Plan”)) and any other FSB Benefit Plan listed on Section 7.8(d) of FSB’s Disclosure Memorandum, unless Xxxxx provides written notice to FSB no later than three Business Days prior to the Closing Date that any such plans described in this sentence shall not be terminated. Malvern FSB shall provide First Bank Xxxxx with a copy of the resolutions, plan amendments, notices and other documents prepared to effectuate the termination of the 401(k) Plan such FSB Benefit Plans in advance and give First Bank Xxxxx a reasonable opportunity to comment on such documents (which comments shall be considered in good faith), and prior to the Closing Date, Malvern FSB shall provide First Bank Xxxxx with the final documentation evidencing that the applicable plans have been terminated. In the event that the FSB Savings Plan is terminated pursuant to this Section 7.8(d), Xxxxx shall use commercially reasonable efforts to accept rollovers of participant accounts from the FSB Savings Plan, subject to the terms of the 401(k) Plan has been terminatedPlan(s) sponsored by the Xxxxx Entities; provided, that in no event shall the 401(k) Plan(s) sponsored by the Xxxxx Entities be required to accept shares of Xxxxx stock, after tax employee amounts, Xxxx amounts or participant loans. Xxxxx shall adopt any resolutions and amendments reasonably necessary to ensure that for the purposes of determining eligibility and vesting under the Xxxxx 401(k) Plan, the service of the Covered Employees with a FSB Entity prior to the Effective Time shall be treated as service with a Xxxxx Entity. (de) Upon request If requested by First Bank Xxxxx in a writing delivered to FSB following the date hereof and prior to the Closing Date, the Malvern FSB Entities shall cooperate in good faith with First Bank, effective on Xxxxx prior to the Closing Date, and conditioned upon the consummation of the transaction contemplated hereby, Date to amend, freeze, terminate or modify any Malvern other FSB Benefit Plan to the extent and in the manner determined by First Bank Xxxxx effective upon the Closing Date (or at such different time mutually agreed to by the parties) and consistent with applicable Law. Malvern FSB shall provide First Bank Xxxxx with a copy of the resolutions, plan amendments, notices and other documents prepared to effectuate the actions contemplated by this Section 7.8(d7.8(e), as applicable55 (f) To the extent any payments or benefits made with respect to, and give First Bank or which could arise as a reasonable opportunity to comment on such documents result of, this Agreement or the transactions contemplated hereby (which comments shall be considered either alone or in good faithcombination with any other event), and could be characterized as an “excess parachute payment” within the meaning of Section 280G(b)(1) of the Internal Revenue Code, FSB shall, prior to the Closing Date, Malvern shall provide First Bank cooperate in good faith with Xxxxx to effect reasonable measures to minimize any such payments or benefits from being characterized as “excess parachute payments” within the final documentation evidencing that meaning of Section 280G(b)(1) of the actions contemplated herein have been effectuatedInternal Revenue Code. (eg) The provisions Without limiting the generality of this Section 7.8 are solely for the benefit of the Parties to 10.4, nothing in this Agreement, and no expressed or implied, is intended to confer upon any Person, including any current or former employee, officer, director or consultant of FSB or any dependent of its Subsidiaries or beneficiary thereofaffiliates, any rights, remedies, obligations, or any other individual associated therewith shall be regarded for any purpose as a third-party beneficiary liabilities under or by reason of this Agreement. In no event shall the terms of this Agreement: (i) establish, amend, or modify any Malvern FSB Benefit Plan or any “employee benefit plan” as defined in Section 3(3) of ERISA, or any other benefit plan, program, policy, agreement or arrangement maintained or sponsored by First BankXxxxx, Malvern FSB or any of their respective Affiliates; (ii) alter or limit the ability of Surviving Corporation, Xxxxx or any First Bank Entity (including, after the Closing Date, the Malvern Entities) of their Subsidiaries or affiliates to amend, modify or terminate any Malvern FSB Benefit Plan Plan, employment agreement or any other employee benefit or employment plan, program, policy, agreement or arrangement after the Closing DateDate in accordance with the terms of such FSB Benefit Plan; or (iii) confer upon any current or former employee employee, officer, director or other service provider consultant of FSB or any of its Subsidiaries or affiliates, any right to employment or continued employment or continued service with Xxxxx or any First Bank Entity (including, following the Closing DateXxxxx Subsidiaries, the Malvern Surviving Corporation or the FSB Entities), or constitute or create an employment agreement with any employee, or interfere with or restrict in any way the rights of the Surviving Corporation, MalvernFSB, First Bank Xxxxx or any Subsidiary or Affiliate thereof to discharge or terminate the services of any employee employee, officer, director or other service provider consultant of FSB or any of its Subsidiaries or affiliates at any time for any reason whatsoever, with or without cause. (fh) Malvern and Malvern Bank On the Closing Date, FSB shall take or cause to be taken all such actions as may be necessary to effect the actions set forth below relating to Malvern’s employee stock ownership plan (the provide Xxxxx with a list of employees who have suffered an “Malvern ESOP”) prior to or simultaneous with the Effective Time, as applicable. Effective on the fifth (5th) Business Day before the Effective Time, the ESOP shall be terminated (the “ESOP Termination Date”). No new participants shall be admitted on or after the ESOP Termination Date and all existing ESOP participants’ accounts shall become fully vested and 100% non-forfeitable. Malvern Bank shall direct the ESOP trustee to remit a sufficient number of shares of Malvern Common Stock held in the Malvern ESOP’s Loan Suspense Account employment loss” (as defined in Section 2.01(zthe WARN Act) of the Malvern ESOP) to Malvern to repay the outstanding ESOP loan in full, with each remitted share to be valued equal to the closing price of Malvern Common Stock on the day immediately prior to the ESOP Termination Date. All remaining shares of Malvern Common Stock held by the ESOP as of the Effective Time shall be exchanged for the Merger Consideration. After repayment of the outstanding ESOP loan and the exchange of the shares of Malvern Common Stock for the Merger Consideration, the Merger Consideration received upon conversion of the remaining shares of Malvern Common Stock held in the Malvern ESOP’s Loan Suspense Account shall be deemed to be earnings and shall be allocated as earnings to 90 days preceding the accounts of the ESOP participants who are employed as of the ESOP Termination Closing Date based on their account balances under the ESOP as of the ESOP Termination Date and distributed to ESOP participants after the receipt or had a reduction in hours of a favorable determination letter from the IRS. No benefit distributions shall be made from the ESOP without the prior written consent of First Bank before the IRS issues a favorable determination letter with respect to the tax-qualified status of the ESOP on termination unless otherwise required by law. Prior to the Effective Time, Malvern shall take all such actions as are necessary to submit the application for favorable determination letter in advance of the Effective Time (and to provide First Bank with the opportunity to review the application for a favorable determination letter at least twenty (20) days prior to the filing date with the IRS), and following the Effective Time, First Bank shall use its best efforts in good faith to obtain such favorable determination letter as promptly as possible (including, but not limited to, making such changes to the ESOP as may be required by the IRS as a condition to its issuance of a favorable determination letter). Xxxxxxx, Malvern Bank, and following the Effective Time, First Bank, will adopt such amendments to the ESOP to effect the provisions of this Section 7.8(f). Promptly following the receipt of a favorable determination letter from the IRS regarding the qualified status of the ESOP upon its termination, the account balances 50% in the ESOP shall either be distributed to participants and beneficiaries or transferred to an eligible tax-qualified retirement plan or individual retirement account as a participant or beneficiary may direct. (g) Employees of Malvern as of 180 days preceding the Closing Date, each identified by date of the Agreement who remain employed by Xxxxxxx as of the Effective Time employment loss or reduction in hours, employing entity and whose employment is terminated by First Bank or Malvern Bank (absent termination for cause) within the time period set forth in Section 7.8(g)(i) of Malvern’s Disclosure Memorandum shall receive severance pay equal to the amounts set forth in Section 7.8(g) of First Bank’s Disclosure Memorandum, subject to receipt of an effective release of claims from the employee receiving such severance payment, which release shall be in form and substance reasonably satisfactory to Malvern and First Bank. In addition, Xxxxxxx shall be permitted to grant retention bonuses to Employees of Malvern as of the date of this Agreement who remain employed by Xxxxxxx as of the Effective Time, with such Employees and retention bonus amounts determined mutually between Malvern and First Bankfacility location.

Employee Benefits and Contracts. (a) Unless otherwise agreed between First Bank Following the Effective Time, HCBF shall generally make available to the continuing officers and a Covered Employee, for the period beginning on the Closing Date and ending on the one year anniversary employees of the Closing Date OGS Entities employee benefits under employee benefit and welfare plans (other than stock option or such shorter period other plans involving the potential issuance of employment, as the case may beHCBF Common Stock), each employee of Malvern who remains employed on terms and conditions which when taken as a whole are substantially similar to those currently provided by the Surviving Corporation or HCBF Entities to their similarly situated officers and employees. HCBF shall waive any First Bank Entity after the Closing Date (each, a “Covered Employee”) shall receive (i) an annual rate of salary or wages pre-existing condition exclusion under any employee health plan for which any employees and/or officers and annual cash bonus opportunity that is no less favorable than the annual rate of salary or wages, or bonus opportunity, as applicable, provided to such Covered Employee dependents are covered by Malvern OGS plans as of immediately prior Closing, to the Closing extent that such pre-existing condition was covered under the corresponding plan maintained by the OGS Entity. For purposes of participation and vesting (iibut not benefit accrual) benefits (excluding equity and other long-term incentive awards) that are substantially comparable in the aggregate to the benefits provided to similarly situated employees of First Bank; provided, that until such time as First Bank shall cause the Covered Employees to participate in the applicable First Bank under HCBF’s employee benefit plans, the continued participation service of the Covered Employees in Malvern Benefit Plans shall be deemed to satisfy employees of the foregoing provisions of this clause (it being understood that participation in First Bank’s employee benefit plans may commence at different times OGS Entities with respect to each of First Bank’s employee benefit plans). (b) For purposes of determining a Covered Employee’s eligibility to participate and vesting under First Bank’s employee benefit plans (other than any defined benefit pension plan, post-employment health or welfare plan, or equity incentive plan), the service of a Covered Employee with a Malvern Entity OGS Entities prior to the Effective Time shall be treated as service with a First Bank an HCBF Entity participating in such employee benefit plans. (b) Nothing contained herein is intended to provide, or shall be construed or interpreted as providing, any officer or employee of the same extent that such service was recognized by OGS Entities any right to continued employment or restrict HCBF from amending or terminating any employee benefit plan, program or policy of, or any agreement with, HCBF, OGS or any of their respective Subsidiaries, in accordance with the Malvern Entities under a corresponding Malvern Benefit Plan; providedterms thereof. This Agreement is not intended, that such recognition of service and it shall not be construed, to create third party beneficiary rights for any current or former employees of the Parties or their respective Subsidiaries (iincluding any beneficiaries or dependents thereof) operate to duplicate any benefits of a Covered Employee under or with respect to the same period of service or (ii) apply for purposes of any plan, program, policy, agreement or arrangement (x) under which similarly-situated employees of First Bank Entities do not receive credit for prior service described in or (y) that is grandfathered or frozen, either with respect to level of benefits or participation. In no event shall any Covered Employee be eligible to participate in any closed or frozen plan of any First Bank Entitycontemplated by this Agreement. (c) The Malvern Entities shall take all necessary action (including without limitation the adoption of resolutions and plan amendments and the delivery of any required notices) to terminate, effective as of Not later than the day before immediately preceding the Closing Date, any Malvern Benefit Plan that is intended OGS and the Bank each agree to constitute a tax-qualified defined contribution plan under Section terminate each OGS ERISA Plan, including their 401(k) plans and Supplemental Employee Retirement Plans (SERP), if any, without any cost, Liability, or additional expense to any HCBF Entity. No HCBF Entity shall be a successor plan sponsor of any OGS ERISA Plan or SERP, and it shall be the sole responsibility and expense of the Internal Revenue Code plan administrator (a “401(k) Plan”). Malvern shall provide First Bank with a copy of the resolutions, plan amendments, notices and other documents prepared to effectuate the termination of the 401(k) Plan as in advance and give First Bank a reasonable opportunity to comment on such documents (which comments shall be considered in good faith), and effect prior to the Closing Date, Malvern shall provide First Bank with ) for the distribution of such plans’ assets as soon as administratively feasible subsequent to the Closing Date and for the filing of any final documentation evidencing that the 401(k) Plan has been terminatedreports or forms attributable to such plans. (d) Upon request by First Bank Each employee of an OGS Entity shall receive credit under the HCBF Entities’ plans for co-pays, deductibles and other similar limits incurred under the OGS Entities’ plans during the year in writing prior to which the Closing Date, the Malvern Entities shall cooperate in good faith with First Bank, effective on Closing Date, and conditioned upon the consummation former employees of the transaction contemplated hereby, to amend, freeze, terminate or modify any Malvern Benefit Plan to OGS Entities are integrated into the extent and in the manner determined by First Bank effective upon the Closing Date (or at such different time mutually agreed to by the parties) and consistent with applicable Law. Malvern shall provide First Bank with a copy of the resolutions, plan amendments, notices and other documents prepared to effectuate the actions contemplated by this Section 7.8(d), as applicable, and give First Bank a reasonable opportunity to comment on such documents (which comments shall be considered in good faith), and prior to the Closing Date, Malvern shall provide First Bank with the final documentation evidencing that the actions contemplated herein have been effectuatedHCBF Entities’ plans. (e) The provisions of this Section 7.8 are solely for Harbor and the benefit Bank will mutually agree (which agreement shall not be unreasonably withheld by Harbor) to offer “stay bonuses” to certain key employees of the Parties Bank as an incentive for such key employees to this Agreement, and no employee, any dependent or beneficiary thereof, or any other individual associated therewith shall be regarded for any purpose remain as a third-party beneficiary employees of this Agreement. In no event shall the terms of this Agreement: (i) establish, amend, or modify any Malvern Benefit Plan or any employee benefit plan, program, policy, agreement or arrangement maintained or sponsored by First Bank, Malvern or any of their respective Affiliates; (ii) alter or limit the ability of any First Bank Entity (including, after through the Closing Date, Date or the Malvern Entities) to amend, modify or terminate any Malvern Benefit Plan or any other employee benefit plan, program, policy, agreement or arrangement after the Closing Date; or (iii) confer upon any current or former employee or other service provider any right to employment or continued employment or continued service with any First Bank Entity (including, following the Closing Date, the Malvern Entities), or constitute or create an employment agreement with any employee, or interfere with or restrict in any way the rights of the Surviving Corporation, Malvern, First Bank or any Subsidiary or Affiliate thereof to discharge or terminate the services of any employee or other service provider at any time for any reason whatsoever. (f) Malvern and Malvern Bank shall take or cause to be taken all such actions as may be necessary to effect the actions set forth below relating to Malvern’s employee stock ownership plan (the “Malvern ESOP”) prior to or simultaneous with the Effective Timeconversion date, as applicable. Effective Each employee of OGS or the Bank, other than an employee who is a party to a separation agreement that provides a benefit on the fifth a termination of employment, who incurs an involuntary termination without cause within one (5th1) Business Day before the Effective Time, the ESOP shall be terminated (the “ESOP Termination Date”). No new participants shall be admitted on or after the ESOP Termination Date and all existing ESOP participants’ accounts shall become fully vested and 100% non-forfeitable. Malvern Bank shall direct the ESOP trustee to remit a sufficient number of shares of Malvern Common Stock held in the Malvern ESOP’s Loan Suspense Account (as defined in Section 2.01(z) of the Malvern ESOP) to Malvern to repay the outstanding ESOP loan in full, with each remitted share to be valued equal to the closing price of Malvern Common Stock on the day immediately prior to the ESOP Termination Date. All remaining shares of Malvern Common Stock held by the ESOP as of year following the Effective Time shall be exchanged for the Merger Consideration. After repayment of the outstanding ESOP loan and the exchange of the shares of Malvern Common Stock for the Merger Consideration, the Merger Consideration received upon conversion of the remaining shares of Malvern Common Stock held in the Malvern ESOP’s Loan Suspense Account shall be deemed to be earnings and shall be allocated as earnings to the accounts of the ESOP participants who are employed as of the ESOP Termination Date based on their account balances under the ESOP as of the ESOP Termination Date and distributed to ESOP participants after the receipt of receive a favorable determination letter lump sum severance payment from the IRS. No benefit distributions shall be made from the ESOP without the prior written consent of First Bank before the IRS issues a favorable determination letter with respect to the tax-qualified status of the ESOP on termination unless otherwise required by law. Prior to the Effective Time, Malvern shall take all such actions as are necessary to submit the application for favorable determination letter in advance of the Effective Time (and to provide First Bank with the opportunity to review the application for a favorable determination letter at least twenty (20) days prior to the filing date with the IRS), and following the Effective Time, First Bank shall use its best efforts in good faith to obtain such favorable determination letter as promptly as possible (including, but not limited to, making such changes to the ESOP as may be required by the IRS as a condition to its issuance of a favorable determination letter). Xxxxxxx, Malvern Bank, and following the Effective Time, First Bank, will adopt such amendments to the ESOP to effect the provisions of this Section 7.8(f). Promptly following the receipt of a favorable determination letter from the IRS regarding the qualified status of the ESOP upon its termination, the account balances in the ESOP shall either be distributed to participants and beneficiaries or transferred to an eligible tax-qualified retirement plan or individual retirement account as a participant or beneficiary may direct. (g) Employees of Malvern as of the date of the Agreement who remain employed by Xxxxxxx as of the Effective Time and whose employment is terminated by First Bank or Malvern Bank (absent termination for cause) within the time period set forth in Section 7.8(g)(i) of Malvern’s Disclosure Memorandum shall receive severance pay HCBF equal to one week of pay at the amounts set forth rate then in Section 7.8(g) effect, for each full year of First employment with OGS or the Bank’s Disclosure Memorandum, subject to receipt a minimum of an effective release four weeks’ pay and a maximum of claims from the employee receiving such severance payment, which release shall be in form and substance reasonably satisfactory to Malvern and First Bank. In addition, Xxxxxxx shall be permitted to grant retention bonuses to Employees of Malvern as of the date of this Agreement who remain employed by Xxxxxxx as of the Effective Time, with such Employees and retention bonus amounts determined mutually between Malvern and First Bank12 weeks’ pay.

Employee Benefits and Contracts. (a) Unless otherwise agreed between First Bank and a Covered EmployeeFollowing the Effective Time, for the period beginning on the Closing Date and ending on the one year anniversary of the Closing Date (or such shorter period of employment, as the case may be), each employee of Malvern who remains employed by the Surviving Corporation or any First Bank Entity after the Closing Date (each, a “Covered Employee”) FLAG shall receive either (i) an annual rate continue to provide to officers and employees of salary or wages the EMPIRE Entities employee benefits under EMPIRE's existing employee benefit and annual cash bonus opportunity that is no less favorable than the annual rate of salary or wageswelfare plans or, or bonus opportunity, as applicable, provided to such Covered Employee by Malvern as of immediately prior to the Closing and (ii) if FLAG shall determine to provide to officers and employees of the EMPIRE Entities employee benefits (excluding equity under other employee benefit plans and other long-term incentive awards) that welfare plans, provide generally to officers and employees of the EMPIRE Entities employee benefits under employee benefit and welfare plans, on terms and conditions which when taken as a whole are substantially comparable in similar to those currently provided by the aggregate FLAG Entities to the benefits provided to their similarly situated employees officers and employees. For purposes of First Bank; provided, that until such time as First Bank shall cause the Covered Employees to participate in the applicable First Bank participation and vesting (but not accrual of benefits) under FLAG's employee benefit plans, the continued participation of the Covered Employees in Malvern Benefit Plans shall be deemed to satisfy the foregoing provisions of this clause (it being understood that participation in First Bank’s employee benefit plans may commence at different times with respect to each of First Bank’s employee benefit plans). (bi) For purposes of determining a Covered Employee’s eligibility to participate and vesting service under First Bank’s employee benefit plans (other than any qualified defined benefit pension plan, post-employment health or welfare plan, or equity incentive plan), the service plan of a Covered Employee with a Malvern Entity prior to the Effective Time EMPIRE shall be treated as service with a First Bank Entity to the same extent that such service was recognized by the Malvern Entities under a corresponding Malvern Benefit Plan; providedFLAG's defined benefit plan, that such recognition of service shall not (i) operate to duplicate any benefits of a Covered Employee with respect to the same period of service or if any, (ii) apply for purposes of service under any plan, program, policy, agreement or arrangement (x) under which similarly-situated employees of First Bank Entities do not receive credit for prior service or (y) that is grandfathered or frozen, either with respect to level of benefits or participation. In no event shall any Covered Employee be eligible to participate in any closed or frozen plan of any First Bank Entity. (c) The Malvern Entities shall take all necessary action (including without limitation the adoption of resolutions and plan amendments and the delivery of any required notices) to terminate, effective as of the day before the Closing Date, any Malvern Benefit Plan that is intended to constitute a tax-qualified defined contribution plan under Section 401(k) plans of the Internal Revenue Code (a “401(k) Plan”). Malvern shall provide First Bank with a copy of the resolutions, plan amendments, notices and other documents prepared to effectuate the termination of the 401(k) Plan in advance and give First Bank a reasonable opportunity to comment on such documents (which comments EMPIRE shall be considered in good faith)treated as service under FLAG's qualified defined contribution plans, and prior to the Closing Date, Malvern shall provide First Bank with the final documentation evidencing that the 401(k(iii) Plan has been terminated. (d) Upon request by First Bank in writing prior to the Closing Date, the Malvern Entities shall cooperate in good faith with First Bank, effective on Closing Date, and conditioned upon the consummation of the transaction contemplated hereby, to amend, freeze, terminate or modify any Malvern Benefit Plan to the extent and in the manner determined by First Bank effective upon the Closing Date (or at such different time mutually agreed to by the parties) and consistent with applicable Law. Malvern shall provide First Bank with a copy of the resolutions, plan amendments, notices and other documents prepared to effectuate the actions contemplated by this Section 7.8(d), as applicable, and give First Bank a reasonable opportunity to comment on such documents (which comments shall be considered in good faith), and prior to the Closing Date, Malvern shall provide First Bank with the final documentation evidencing that the actions contemplated herein have been effectuated. (e) The provisions of this Section 7.8 are solely for the benefit of the Parties to this Agreement, and no employee, any dependent or beneficiary thereof, or any other individual associated therewith shall be regarded for any purpose as a third-party beneficiary of this Agreement. In no event shall the terms of this Agreement: (i) establish, amend, or modify any Malvern Benefit Plan or any employee benefit plan, program, policy, agreement or arrangement maintained or sponsored by First Bank, Malvern or any of their respective Affiliates; (ii) alter or limit the ability of any First Bank Entity (including, after the Closing Date, the Malvern Entities) to amend, modify or terminate any Malvern Benefit Plan or service under any other employee benefit plan, program, policy, agreement or arrangement after the Closing Date; or (iii) confer upon plans of EMPIRE shall be treated as service under any current or former similar employee or other service provider any right benefit plans maintained by FLAG. With respect to employment or continued employment or continued service with any First Bank Entity (including, following the Closing Date, the Malvern Entities), or constitute or create an employment agreement with any employee, or interfere with or restrict in any way the rights officers and employees of the Surviving CorporationEMPIRE Entities who, Malvern, First Bank at or any Subsidiary or Affiliate thereof to discharge or terminate the services of any employee or other service provider at any time for any reason whatsoever. (f) Malvern and Malvern Bank shall take or cause to be taken all such actions as may be necessary to effect the actions set forth below relating to Malvern’s employee stock ownership plan (the “Malvern ESOP”) prior to or simultaneous with after the Effective Time, as applicable. Effective on the fifth (5th) Business Day before the Effective Timebecome employees of a FLAG Entity and who, the ESOP shall be terminated (the “ESOP Termination Date”). No new participants shall be admitted on or after the ESOP Termination Date and all existing ESOP participants’ accounts shall become fully vested and 100% non-forfeitable. Malvern Bank shall direct the ESOP trustee to remit a sufficient number of shares of Malvern Common Stock held in the Malvern ESOP’s Loan Suspense Account (as defined in Section 2.01(z) of the Malvern ESOP) to Malvern to repay the outstanding ESOP loan in full, with each remitted share to be valued equal to the closing price of Malvern Common Stock on the day immediately prior to the ESOP Termination Date. All remaining shares of Malvern Common Stock held by the ESOP as of the Effective Time shall be exchanged for the Merger Consideration. After repayment of the outstanding ESOP loan and the exchange of the shares of Malvern Common Stock for the Merger Consideration, the Merger Consideration received upon conversion of the remaining shares of Malvern Common Stock held in the Malvern ESOP’s Loan Suspense Account shall be deemed to be earnings and shall be allocated as earnings to the accounts of the ESOP participants who are employed as of the ESOP Termination Date based on their account balances under the ESOP as of the ESOP Termination Date and distributed to ESOP participants after the receipt of a favorable determination letter from the IRS. No benefit distributions shall be made from the ESOP without the prior written consent of First Bank before the IRS issues a favorable determination letter with respect to the tax-qualified status of the ESOP on termination unless otherwise required by law. Prior to the Effective Time, Malvern are participants in one or more employee welfare benefit plans maintained by the EMPIRE Entities, FLAG shall take all cause each comparable employee welfare benefit plan which is substituted for an EMPIRE welfare benefit plan to waive any evidence of insurability or similar provision, to provide credit for such actions as are necessary participation prior to submit such substitution with regard to the application of any pre-existing condition limitation, and to provide credit towards satisfaction of any deductible or out-of-pocket provisions for favorable determination letter expenses incurred by such participants during the period prior to such substitution, if any, that overlaps with the then current plan year for each such substituted employee welfare benefit plans. FLAG also shall cause the Surviving Bank and its Subsidiaries to honor in advance accordance with their terms all employment, severance, consulting and other compensation Contracts disclosed in Section 8.13 of the EMPIRE Disclosure Memorandum to FLAG between any EMPIRE Entity and any current or former director, officer, or employee thereof, and all provisions for vested benefits or other vested amounts earned or accrued through the Effective Time (and to provide First Bank with under the opportunity to review the application for a favorable determination letter at least twenty (20) days prior to the filing date with the IRS), and following the Effective Time, First Bank shall use its best efforts in good faith to obtain such favorable determination letter as promptly as possible (including, but not limited to, making such changes to the ESOP as may be required by the IRS as a condition to its issuance of a favorable determination letter). Xxxxxxx, Malvern Bank, and following the Effective Time, First Bank, will adopt such amendments to the ESOP to effect the provisions of this Section 7.8(f). Promptly following the receipt of a favorable determination letter from the IRS regarding the qualified status of the ESOP upon its termination, the account balances in the ESOP shall either be distributed to participants and beneficiaries or transferred to an eligible tax-qualified retirement plan or individual retirement account as a participant or beneficiary may directEMPIRE Benefit Plans. (g) Employees of Malvern as of the date of the Agreement who remain employed by Xxxxxxx as of the Effective Time and whose employment is terminated by First Bank or Malvern Bank (absent termination for cause) within the time period set forth in Section 7.8(g)(i) of Malvern’s Disclosure Memorandum shall receive severance pay equal to the amounts set forth in Section 7.8(g) of First Bank’s Disclosure Memorandum, subject to receipt of an effective release of claims from the employee receiving such severance payment, which release shall be in form and substance reasonably satisfactory to Malvern and First Bank. In addition, Xxxxxxx shall be permitted to grant retention bonuses to Employees of Malvern as of the date of this Agreement who remain employed by Xxxxxxx as of the Effective Time, with such Employees and retention bonus amounts determined mutually between Malvern and First Bank.

Employee Benefits and Contracts. Following the Effective Time, ASB shall provide generally to officers and employees of FCB (a) Unless otherwise agreed between First Bank and a Covered Employee, for the period beginning on the Closing Date and ending on the one year anniversary of the Closing Date (or such shorter period of employment, as the case may be), each employee of Malvern who remains employed by the Surviving Corporation continue employment with Atlantic Southern or any First Bank Entity after the Closing Date (eachof its Subsidiaries) employee benefits on terms and conditions which, when taken as a “Covered Employee”) shall receive (i) an annual rate of salary or wages and annual cash bonus opportunity that is no less favorable than the annual rate of salary or wageswhole, or bonus opportunity, as applicable, provided to such Covered Employee by Malvern as of immediately prior to the Closing and (ii) benefits (excluding equity and other long-term incentive awards) that are substantially comparable in the aggregate similar to the benefits those then currently provided by ASB to its other similarly situated employees officers and employees. For avoidance of First Bank; provideddoubt, that until such time as First Bank shall cause the Covered Employees to participate in the applicable First Bank employee benefit plans, the continued participation of the Covered Employees in Malvern Benefit Plans shall be deemed to satisfy the foregoing provisions of this clause (it being understood that participation in First Bank’s employee benefit plans may commence at different times other than with respect to each Xxxxxxx Xxxxxx, who will not receive an offer of First Bank’s employee benefit plans). (b) employment with ASB, ASB shall provide employment to all officers of FCB. For purposes of benefit accrual (but only for purposes of determining benefits accruing under payroll practices such as vacation policy or under fringe benefit programs that do not rise to the level of a Covered Employee’s “plan” within the meaning of Section 3(3) of ERISA), eligibility to participate and vesting under First Bank’s determinations in connection with the provision of any such employee benefit plans (benefits, service with the FCB Entities prior to the Effective Date shall be counted. ASB shall also honor in accordance with their terms all employment, severance, consulting, option and other than any defined benefit pension plan, post-employment health or welfare plan, or equity incentive plan), the service contracts of a Covered Employee with compensatory nature to the extent disclosed in the FCB Disclosure Memorandum between any FCB Entity and any current or former director, officer or employee thereof, and no other contracts of the types described that are not so disclosed shall be deemed to be assumed by ASB by reason of this Section 8.12. If ASB shall terminate any “group health plan,” within the meaning of Section 4980B(g)(2) of the Internal Revenue Code, in which one or more employees of a Malvern FCB Entity participated immediately prior to the Effective Time (a “Company Health Plan”), there will be no underwriting requirements, and all employees and officers of FCB who continue employment with Atlantic Southern or any of its Subsidiaries shall be treated as service with a First Bank Entity receive coverage under ASB’s current group health plan. Such health plan will give credit for any such employee’s participation in the Company Health Plan prior to the same extent that such service was recognized by the Malvern Entities under a corresponding Malvern Benefit Plan; provided, that such recognition of service shall not (i) operate to duplicate any benefits of a Covered Employee with respect to the same period of service or (ii) apply Effective Time for purposes of applying any planwaiting period and/or pre-existing condition limitations set forth therein; and, programif such transition occurs during the middle of the plan year for such a Company Health Plan, policy, agreement or arrangement (x) under which similarly-situated employees of First Bank Entities do not receive to give credit for prior service or (y) that is grandfathered or frozen, either with respect to level of benefits or participation. In no event shall any Covered Employee be eligible to participate in any closed or frozen plan towards satisfaction of any First Bank Entity. annual deductible limitation and out-of pocket maximum applied under such successor group health plan for any deductible amounts and co-payments previously paid by any such employee respecting his or her participation in that Company Health Plan during that plan year prior to the Effective Time. ASB also shall be considered a successor employer for and shall provide to “qualified beneficiaries,” determined immediately prior to the Effective Time, under any FCB Plan appropriate “continuation coverage” (cas those terms are defined in Section 4980B of the Internal Revenue Code) The Malvern Entities shall following the Effective Time under either the FCB Plan or any successor group health plan maintained by ASB. At the request of ASB, FCB will take all necessary appropriate action (including without limitation the adoption of resolutions and plan amendments and the delivery of any required notices) to terminate, effective as of prior to the day before the Closing DateEffective Time, any Malvern Benefit Plan retirement plan maintained by FCB that is intended to constitute a tax-be qualified defined contribution plan under Section 401(k401(a) of the Internal Revenue Code (a “401(k) Plan”). Malvern Code, and, notwithstanding anything in this Agreement to the contrary, any and all such action taken by FCB shall provide First Bank with a copy of the resolutionsnot constitute, plan amendments, notices and other documents prepared to effectuate the termination of the 401(k) Plan in advance and give First Bank a reasonable opportunity to comment on such documents (which comments shall be considered in good faith)deemed not to constitute, and prior to the Closing Datea breach or other violation of any term, Malvern shall provide First Bank with the final documentation evidencing that the 401(k) Plan has been terminated. (d) Upon request by First Bank in writing prior to the Closing Date, the Malvern Entities shall cooperate in good faith with First Bank, effective on Closing Date, and conditioned upon the consummation of the transaction contemplated hereby, to amend, freeze, terminate condition or modify any Malvern Benefit Plan to the extent and in the manner determined by First Bank effective upon the Closing Date (or at such different time mutually agreed to by the parties) and consistent with applicable Law. Malvern shall provide First Bank with a copy of the resolutions, plan amendments, notices and other documents prepared to effectuate the actions contemplated by this Section 7.8(d), as applicable, and give First Bank a reasonable opportunity to comment on such documents (which comments shall be considered in good faith), and prior to the Closing Date, Malvern shall provide First Bank with the final documentation evidencing that the actions contemplated herein have been effectuated. (e) The provisions provision of this Section 7.8 are solely for the benefit of the Parties to this AgreementAgreement (including, and no employeewithout limitation, any dependent covenant, representation, warranty or beneficiary thereof, or any other individual associated therewith shall be regarded for any purpose as a third-party beneficiary provision of this Agreement. In no event shall the terms of this Agreement: (i) establish, amend, or modify any Malvern Benefit Plan or any employee benefit plan, program, policy, agreement or arrangement maintained or sponsored by First Bank, Malvern or any of their respective Affiliates; (ii) alter or limit the ability of any First Bank Entity (including, after the Closing Date, the Malvern Entities) to amend, modify or terminate any Malvern Benefit Plan or any other employee benefit plan, program, policy, agreement or arrangement after the Closing Date; or (iii) confer upon any current or former employee or other service provider any right to employment or continued employment or continued service with any First Bank Entity (including, following the Closing Date, the Malvern Entities), or constitute or create an employment agreement with any employee, or interfere with or restrict in any way the rights of the Surviving Corporation, Malvern, First Bank or any Subsidiary or Affiliate thereof to discharge or terminate the services of any employee or other service provider at any time for any reason whatsoever. (f) Malvern and Malvern Bank shall take or cause to be taken all such actions as may be necessary to effect the actions set forth below relating to Malvern’s employee stock ownership plan (the “Malvern ESOP”) prior to or simultaneous with the Effective Time, as applicable. Effective on the fifth (5th) Business Day before the Effective Time, the ESOP shall be terminated (the “ESOP Termination Date”). No new participants shall be admitted on or after the ESOP Termination Date and all existing ESOP participants’ accounts shall become fully vested and 100% non-forfeitable. Malvern Bank shall direct the ESOP trustee to remit a sufficient number of shares of Malvern Common Stock held in the Malvern ESOP’s Loan Suspense Account (as defined in Section 2.01(z) of the Malvern ESOP) to Malvern to repay the outstanding ESOP loan in full, with each remitted share to be valued equal to the closing price of Malvern Common Stock on the day immediately prior to the ESOP Termination Date. All remaining shares of Malvern Common Stock held by the ESOP as of the Effective Time shall be exchanged for the Merger Consideration. After repayment of the outstanding ESOP loan and the exchange of the shares of Malvern Common Stock for the Merger Consideration, the Merger Consideration received upon conversion of the remaining shares of Malvern Common Stock held in the Malvern ESOP’s Loan Suspense Account shall be deemed to be earnings and shall be allocated as earnings to the accounts of the ESOP participants who are employed as of the ESOP Termination Date based on their account balances under the ESOP as of the ESOP Termination Date and distributed to ESOP participants after the receipt of a favorable determination letter from the IRS. No benefit distributions shall be made from the ESOP without the prior written consent of First Bank before the IRS issues a favorable determination letter with respect to the tax-qualified status of the ESOP on termination unless otherwise required by law. Prior to the Effective Time, Malvern shall take all such actions as are necessary to submit the application for favorable determination letter in advance of the Effective Time (and to provide First Bank with the opportunity to review the application for a favorable determination letter at least twenty (20) days prior to the filing date with the IRS), and following the Effective Time, First Bank shall use its best efforts in good faith to obtain such favorable determination letter as promptly as possible (including, but not limited to, making such changes to the ESOP as may be required by the IRS as a condition to its issuance of a favorable determination letter). Xxxxxxx, Malvern Bank, and following the Effective Time, First Bank, will adopt such amendments to the ESOP to effect the provisions of this Section 7.8(f). Promptly following the receipt of a favorable determination letter from the IRS regarding the qualified status of the ESOP upon its termination, the account balances in the ESOP shall either be distributed to participants and beneficiaries or transferred to an eligible tax-qualified retirement plan or individual retirement account as a participant or beneficiary may direct. (g) Employees of Malvern as of the date of the Agreement who remain employed by Xxxxxxx as of the Effective Time and whose employment is terminated by First Bank or Malvern Bank (absent termination for cause) within the time period set forth in Section 7.8(g)(i) of Malvern’s Disclosure Memorandum shall receive severance pay equal to the amounts set forth in Section 7.8(g) of First Bank’s Disclosure Memorandum, subject to receipt of an effective release of claims from the employee receiving such severance payment, which release shall be in form and substance reasonably satisfactory to Malvern and First Bank. In addition, Xxxxxxx shall be permitted to grant retention bonuses to Employees of Malvern as of the date of this Agreement who remain employed by Xxxxxxx as of the Effective Time, with such Employees and retention bonus amounts determined mutually between Malvern and First Bank.

Employee Benefits and Contracts. (a) Unless otherwise agreed between First Bank Following the Effective Time, West at its election shall either (i) provide generally to officers and a Covered Employeeemployees of Raindance, who at or after the Effective Time remain employees of the Surviving Corporation (“Continuing Employees”), employee benefits under Benefit Plans maintained by West, on terms and conditions which are substantially the same as for similarly situated officers and employees of West and its Subsidiaries, or (ii) maintain, for the period beginning on benefit of the Closing Date Continuing Employees, the Benefit Plans maintained by Raindance immediately prior to the Effective Time; provided, however that any Continuing Employee who was deemed by Raindance as a full-time employee of Raindance as of the Effective Time and ending on the who is terminated by West within one year anniversary following the Effective Time shall be entitled to the severance payments set forth in Section 4.11(a) of the Closing Date (or such shorter period Raindance’s Disclosure Letter. For purposes of employmentthis Section 4.11, as the case may be), each employee of Malvern who remains employed Benefit Plans maintained by the Surviving Corporation or any First Bank Entity after the Closing Date (each, a “Covered Employee”) shall receive (i) an annual rate of salary or wages and annual cash bonus opportunity that is no less favorable than the annual rate of salary or wages, or bonus opportunity, as applicable, provided West are deemed to such Covered Employee include Benefit Plans maintained by Malvern as its Subsidiaries. As of immediately prior to the Closing and (ii) benefits (excluding equity and other long-term incentive awards) Effective Time, Raindance’s Board of Directors shall adopt resolutions terminating all Benefit Plans that are substantially comparable in the aggregate intended to the benefits provided to similarly situated employees of First Bank; provided, that until such time as First Bank shall cause the Covered Employees to participate in the applicable First Bank employee benefit plans, the continued participation qualify under section 401(a) of the Covered Employees in Malvern Benefit Plans shall be deemed to satisfy the foregoing provisions of this clause (it being understood that participation in First Bank’s employee benefit plans may commence at different times with respect to each of First Bank’s employee benefit plans)Code. (b) For purposes of determining a Covered Employee’s eligibility to participate participation and vesting (but not accrual of benefits) under First Bank’s employee benefit plans (other than Benefit Plans maintained by West, service with Raindance or any defined benefit pension plan, post-employment health or welfare plan, or equity incentive plan), the service of a Covered Employee with a Malvern Entity prior to the Effective Time its predecessors shall be treated as service with a First Bank Entity West. West shall cause welfare Benefit Plans maintained by West that cover the Continuing Employees after the Effective Time to the same extent (A) waive any waiting period and restrictions and limitations for preexisting conditions or insurability (except for pre-existing conditions that such service was recognized were excluded under welfare Benefit Plans maintained by Raindance), and (B) cause any deductible, co-insurance, or maximum out-of-pocket payments made by the Malvern Entities Continuing Employees under a corresponding Malvern welfare Benefit Plan; providedPlans maintained by Raindance to be credited to such Continuing Employees under welfare Benefit Plans maintained by West, that such recognition of service shall not (i) operate so as to duplicate any benefits of a Covered Employee with respect to reduce the same period of service or (ii) apply for purposes amount of any plandeductible, programco-insurance, policy, agreement or arrangement (x) maximum out-of-pocket payments payable by the Continuing Employees under which similarly-situated employees of First Bank Entities do not receive credit for prior service or (y) that is grandfathered or frozen, either with respect to level of benefits or participation. In no event shall any Covered Employee be eligible to participate in any closed or frozen plan of any First Bank Entitywelfare Benefit Plans maintained by West. (c) The Malvern Entities West shall, and shall take cause the Surviving Corporation to, honor all necessary action (including without limitation the adoption of resolutions and plan amendments and the delivery of any required notices) to terminateemployment, effective as of the day before the Closing Dateseverance, any Malvern Benefit Plan that is intended to constitute a tax-qualified defined contribution plan under Section 401(k) of the Internal Revenue Code (a “401(k) Plan”). Malvern shall provide First Bank with a copy of the resolutionsconsulting, plan amendments, notices and other documents prepared compensation Contracts disclosed in Raindance’s Disclosure Letter or filed as exhibits to effectuate the termination of the 401(k) Plan in advance and give First Bank a reasonable opportunity to comment on such documents (which comments shall be considered in good faith), and its SEC Reports prior to the Closing Date, Malvern shall provide First Bank with the final documentation evidencing that the 401(k) Plan has been terminateddate of this Agreement. (d) Upon request by First Bank Nothing in writing prior to the Closing Date, the Malvern Entities shall cooperate in good faith with First Bank, effective on Closing Date, and conditioned upon the consummation of the transaction contemplated hereby, to amend, freeze, terminate or modify any Malvern Benefit Plan to the extent and in the manner determined by First Bank effective upon the Closing Date (or at such different time mutually agreed to by the parties) and consistent with applicable Law. Malvern shall provide First Bank with a copy of the resolutions, plan amendments, notices and other documents prepared to effectuate the actions contemplated by this Section 7.8(d), as applicable, and give First Bank a reasonable opportunity to comment on such documents (which comments 4.11 shall be considered in good faith)interpreted as preventing West, from and prior to the Closing Date, Malvern shall provide First Bank with the final documentation evidencing that the actions contemplated herein have been effectuated. (e) The provisions of this Section 7.8 are solely for the benefit of the Parties to this Agreement, and no employee, any dependent or beneficiary thereof, or any other individual associated therewith shall be regarded for any purpose as a third-party beneficiary of this Agreement. In no event shall the terms of this Agreement: (i) establish, amend, or modify any Malvern Benefit Plan or any employee benefit plan, program, policy, agreement or arrangement maintained or sponsored by First Bank, Malvern or any of their respective Affiliates; (ii) alter or limit the ability of any First Bank Entity (including, after the Closing Date, the Malvern Entities) to amend, modify or terminate any Malvern Benefit Plan or any other employee benefit plan, program, policy, agreement or arrangement after the Closing Date; or (iii) confer upon any current or former employee or other service provider any right to employment or continued employment or continued service with any First Bank Entity (including, following the Closing Date, the Malvern Entities), or constitute or create an employment agreement with any employee, or interfere with or restrict in any way the rights of the Surviving Corporation, Malvern, First Bank or any Subsidiary or Affiliate thereof to discharge or terminate the services of any employee or other service provider at any time for any reason whatsoever. (f) Malvern and Malvern Bank shall take or cause to be taken all such actions as may be necessary to effect the actions set forth below relating to Malvern’s employee stock ownership plan (the “Malvern ESOP”) prior to or simultaneous with the Effective Time, as applicable. Effective on the fifth (5th) Business Day before the Effective Timefrom amending, the ESOP shall be terminated (the “ESOP Termination Date”). No new participants shall be admitted on modifying or after the ESOP Termination Date terminating any Benefit Plans maintained by Raindance or it, or other Contracts, arrangements, commitments or understandings, in accordance with their terms and all existing ESOP participants’ accounts shall become fully vested and 100% non-forfeitable. Malvern Bank shall direct the ESOP trustee to remit a sufficient number of shares of Malvern Common Stock held in the Malvern ESOP’s Loan Suspense Account (as defined in Section 2.01(z) of the Malvern ESOP) to Malvern to repay the outstanding ESOP loan in full, with each remitted share to be valued equal to the closing price of Malvern Common Stock on the day immediately prior to the ESOP Termination Date. All remaining shares of Malvern Common Stock held by the ESOP as of the Effective Time shall be exchanged for the Merger Consideration. After repayment of the outstanding ESOP loan and the exchange of the shares of Malvern Common Stock for the Merger Consideration, the Merger Consideration received upon conversion of the remaining shares of Malvern Common Stock held in the Malvern ESOP’s Loan Suspense Account shall be deemed to be earnings and shall be allocated as earnings to the accounts of the ESOP participants who are employed as of the ESOP Termination Date based on their account balances under the ESOP as of the ESOP Termination Date and distributed to ESOP participants after the receipt of a favorable determination letter from the IRS. No benefit distributions shall be made from the ESOP without the prior written consent of First Bank before the IRS issues a favorable determination letter with respect to the tax-qualified status of the ESOP on termination unless otherwise required by law. Prior to the Effective Time, Malvern shall take all such actions as are necessary to submit the application for favorable determination letter in advance of the Effective Time (and to provide First Bank with the opportunity to review the application for a favorable determination letter at least twenty (20) days prior to the filing date with the IRS), and following the Effective Time, First Bank shall use its best efforts in good faith to obtain such favorable determination letter as promptly as possible (including, but not limited to, making such changes to the ESOP as may be required by the IRS as a condition to its issuance of a favorable determination letter). Xxxxxxx, Malvern Bank, and following the Effective Time, First Bank, will adopt such amendments to the ESOP to effect the provisions of this Section 7.8(f). Promptly following the receipt of a favorable determination letter from the IRS regarding the qualified status of the ESOP upon its termination, the account balances in the ESOP shall either be distributed to participants and beneficiaries or transferred to an eligible tax-qualified retirement plan or individual retirement account as a participant or beneficiary may directapplicable Law. (g) Employees of Malvern as of the date of the Agreement who remain employed by Xxxxxxx as of the Effective Time and whose employment is terminated by First Bank or Malvern Bank (absent termination for cause) within the time period set forth in Section 7.8(g)(i) of Malvern’s Disclosure Memorandum shall receive severance pay equal to the amounts set forth in Section 7.8(g) of First Bank’s Disclosure Memorandum, subject to receipt of an effective release of claims from the employee receiving such severance payment, which release shall be in form and substance reasonably satisfactory to Malvern and First Bank. In addition, Xxxxxxx shall be permitted to grant retention bonuses to Employees of Malvern as of the date of this Agreement who remain employed by Xxxxxxx as of the Effective Time, with such Employees and retention bonus amounts determined mutually between Malvern and First Bank.

Employee Benefits and Contracts. (a) Unless otherwise agreed between First Bank Following the Effective Time, except as contemplated by this Agreement, Simmons shall provide generally to officers and employees (as a Covered Employee, for the period beginning group) who are actively employed by a Xxxxxxx Entity on the Closing Date and ending on the one year anniversary of (“Covered Employees”) while employed by Simmons following the Closing Date (or such shorter period of employment, as the case may be), each employee of Malvern who remains employed by the Surviving Corporation or any First Bank Entity after the Closing Date (each, a “Covered Employee”) shall receive (i) an annual rate of salary or wages and annual cash bonus opportunity that is no less favorable than the annual rate of salary or wages, or bonus opportunity, as applicable, provided to such Covered benefits under Employee by Malvern as of immediately prior to the Closing and (ii) benefits (excluding equity and other long-term incentive awards) that are substantially comparable in the aggregate to the benefits provided Benefit Plans offered to similarly situated employees of First BankSimmons, including severance benefits in accordance with the applicable severance policy of Simmons (other than to any Covered Employee who is party to individual agreements or letters that entitle such person to different severance or termination benefits); provided, that until in no event shall any Covered Employee be eligible to participate in any closed or frozen plan of any Simmons Entity. Until such time as First Bank Simmons shall cause the Covered Employees to participate in the applicable First Bank employee benefit plansEmployee Benefit Plans of Simmons, the continued participation of the Covered Employees in Malvern the Xxxxxxx Benefit Plans shall be deemed to satisfy the foregoing provisions of this clause (it being understood that participation in First Bank’s employee benefit plans Simmons’ Employee Benefit Plans may commence at different times with respect to each of First Bank’s employee benefit plansSimmons’ Employee Benefit Plans). (b. Notwithstanding the foregoing, as soon as administratively practicable following the Closing Date, but no later than 180 days after the Closing Date, Simmons shall have in effect a defined contribution plan that is qualified under Section 401(a) of the Internal Revenue Code and that includes a qualified cash or deferred arrangement within the meaning of Section 401(k) of the Internal Revenue Code in which Covered Employees who meet the eligibility criteria thereof shall immediately be eligible to participate. For purposes of determining eligibility to participate and vesting under Simmons’ Employee Benefit Plans, and for purposes of determining a Covered Employee’s eligibility entitlement to participate and vesting paid time off under First Bank’s employee benefit plans (other than any defined benefit pension plan, post-employment health or welfare plan, or equity incentive plan)Simmons’ paid time off program, the service of a the Covered Employee Employees with a Malvern Xxxxxxx Entity prior to the Effective Time shall be treated as service with a First Bank Simmons Entity participating in such employee benefit plans, to the same extent that such service was recognized by the Malvern Xxxxxxx Entities under for purposes of a corresponding Malvern Benefit Plansimilar benefit plan; provided, that such recognition of service shall not (i) operate to duplicate any benefits of a Covered Employee with respect to the same period of service or (ii) apply for purposes of any plan, program, policy, agreement program or arrangement (x) under which similarly-situated employees of First Bank Simmons Entities do not receive credit for prior service or service, (y) that is grandfathered or frozen, either with respect to level of benefits or participation, or (z) for purposes of retiree medical benefits or level of benefits under a defined benefit pension plan. In no event addition to the foregoing, (i) each Xxxxxxx employee shall receive credit under any Covered Employee be eligible applicable Simmons medical plans for any deductible and out-of-pocket expenses incurred under any Xxxxxxx medical plans if terminated prior to participate the end of a plan year and (ii) each Xxxxxxx employee will receive credit for any amounts remaining in any closed or frozen plan of any First Bank Entityspending accounts for which they may submit claims until the time provided in the plans, to the extent permitted under applicable law. (cb) The Malvern If requested by Simmons in writing delivered to Xxxxxxx prior to the Closing Date, the Xxxxxxx Entities shall take all necessary action (including without limitation the adoption of resolutions and plan amendments and the delivery of any required notices) to terminate, effective as of no later than the day before the Closing Date, any Malvern Xxxxxxx Benefit Plan that is intended to constitute a tax-qualified defined contribution plan under Section 401(k) of the Internal Revenue Code Section 401(a) (a “401(k401(a) Plan”). Malvern Xxxxxxx shall provide First Bank Simmons with a copy of the resolutions, plan amendments, notices and other documents prepared to effectuate the termination of the 401(k401(a) Plan Plans in advance and give First Bank Simmons a reasonable opportunity to comment on such documents (which comments shall be considered in good faith), and prior to the Closing Date, Malvern Xxxxxxx shall provide First Bank Simmons with the final documentation evidencing that the 401(k401(a) Plan has Plans have been terminated. For the avoidance of doubt, this includes the CBP. (dc) Upon request by First Bank Simmons in writing prior to the Closing Date, the Malvern Xxxxxxx Entities shall cooperate in good faith with First Bank, effective on Simmons prior to the Closing Date, and conditioned upon the consummation of the transaction contemplated hereby, Date to amend, freeze, terminate or modify any Malvern other Xxxxxxx Benefit Plan to the extent and in the manner determined by First Bank Simmons effective upon the Closing Date (or at such different time mutually agreed to by the partiesParties) and consistent with applicable Law. Malvern Xxxxxxx shall provide First Bank Simmons with a copy of the resolutions, plan amendments, notices and other documents prepared to effectuate the actions contemplated by this Section 7.8(d7.8(c), as applicable, and give First Bank Simmons a reasonable opportunity to comment on such documents (which comments shall be considered in good faith), and prior to the Closing Date, Malvern Xxxxxxx shall provide First Bank Simmons with the final documentation evidencing that the actions contemplated herein have been effectuated. (ed) The provisions of this Section 7.8 are solely for the benefit of the Parties to this AgreementParties, and no employeeCovered Employee, any dependent current or beneficiary thereof, former employee or any other individual associated therewith shall be regarded for any purpose as a third-party beneficiary of this Agreement. In no event shall the terms of this Agreement: (i) establish, amend, or modify any Malvern Xxxxxxx Benefit Plan or any “employee benefit plan” as defined in Section 3(3) of ERISA, or any other benefit plan, program, policy, agreement or arrangement maintained or sponsored by First BankXxxxxxx, Malvern Xxxxxxx or any of their respective Affiliates; (ii) alter or limit the ability of Simmons or any First Bank Entity Simmons Subsidiaries (including, after the Closing Date, the Malvern Xxxxxxx Entities) to amend, modify or terminate any Malvern Xxxxxxx Benefit Plan Plan, employment agreement or any other employee benefit or employment plan, program, policy, agreement or arrangement after the Closing Date; or (iii) confer upon any current or former employee employee, officer, director or other service provider consultant, any right to employment or continued employment or continued service with Simmons or any First Bank Entity Simmons Subsidiaries (including, following the Closing Date, the Malvern Xxxxxxx Entities), or constitute or create an employment agreement with any employee, or interfere with or restrict in any way the rights of the Surviving Corporation, MalvernXxxxxxx, First Bank Simmons or any Subsidiary or Affiliate thereof to discharge or terminate the services of any employee employee, officer, director or other service provider consultant of Xxxxxxx or any of its Subsidiaries or affiliates at any time for any reason whatsoever. (f) Malvern and Malvern Bank shall take or cause to be taken all such actions as may be necessary to effect the actions set forth below relating to Malvern’s employee stock ownership plan (the “Malvern ESOP”) prior to or simultaneous with the Effective Time, as applicable. Effective on the fifth (5th) Business Day before the Effective Time, the ESOP shall be terminated (the “ESOP Termination Date”). No new participants shall be admitted on or after the ESOP Termination Date and all existing ESOP participants’ accounts shall become fully vested and 100% non-forfeitable. Malvern Bank shall direct the ESOP trustee to remit a sufficient number of shares of Malvern Common Stock held in the Malvern ESOP’s Loan Suspense Account (as defined in Section 2.01(z) of the Malvern ESOP) to Malvern to repay the outstanding ESOP loan in full, with each remitted share to be valued equal to the closing price of Malvern Common Stock on the day immediately prior to the ESOP Termination Date. All remaining shares of Malvern Common Stock held by the ESOP as of the Effective Time shall be exchanged for the Merger Consideration. After repayment of the outstanding ESOP loan and the exchange of the shares of Malvern Common Stock for the Merger Consideration, the Merger Consideration received upon conversion of the remaining shares of Malvern Common Stock held in the Malvern ESOP’s Loan Suspense Account shall be deemed to be earnings and shall be allocated as earnings to the accounts of the ESOP participants who are employed as of the ESOP Termination Date based on their account balances under the ESOP as of the ESOP Termination Date and distributed to ESOP participants after the receipt of a favorable determination letter from the IRS. No benefit distributions shall be made from the ESOP or without the prior written consent of First Bank before the IRS issues a favorable determination letter with respect to the tax-qualified status of the ESOP on termination unless otherwise required by law. Prior to the Effective Time, Malvern shall take all such actions as are necessary to submit the application for favorable determination letter in advance of the Effective Time (and to provide First Bank with the opportunity to review the application for a favorable determination letter at least twenty (20) days prior to the filing date with the IRS), and following the Effective Time, First Bank shall use its best efforts in good faith to obtain such favorable determination letter as promptly as possible (including, but not limited to, making such changes to the ESOP as may be required by the IRS as a condition to its issuance of a favorable determination letter). Xxxxxxx, Malvern Bank, and following the Effective Time, First Bank, will adopt such amendments to the ESOP to effect the provisions of this Section 7.8(f). Promptly following the receipt of a favorable determination letter from the IRS regarding the qualified status of the ESOP upon its termination, the account balances in the ESOP shall either be distributed to participants and beneficiaries or transferred to an eligible tax-qualified retirement plan or individual retirement account as a participant or beneficiary may directcause. (g) Employees of Malvern as of the date of the Agreement who remain employed by Xxxxxxx as of the Effective Time and whose employment is terminated by First Bank or Malvern Bank (absent termination for cause) within the time period set forth in Section 7.8(g)(i) of Malvern’s Disclosure Memorandum shall receive severance pay equal to the amounts set forth in Section 7.8(g) of First Bank’s Disclosure Memorandum, subject to receipt of an effective release of claims from the employee receiving such severance payment, which release shall be in form and substance reasonably satisfactory to Malvern and First Bank. In addition, Xxxxxxx shall be permitted to grant retention bonuses to Employees of Malvern as of the date of this Agreement who remain employed by Xxxxxxx as of the Effective Time, with such Employees and retention bonus amounts determined mutually between Malvern and First Bank.

Employee Benefits and Contracts. (a) Unless otherwise agreed between First Bank Following the Effective Time, except as contemplated by this Agreement, Buyer shall provide generally to officers and employees (as a Covered Employee, for the period beginning group) who are actively employed by a Target Entity on the Closing Date and ending on the one year anniversary of (“Covered Employees”) while employed by Buyer following the Closing Date (or such shorter period of employment, as the case may be), each employee of Malvern who remains employed by the Surviving Corporation or any First Bank Entity after the Closing Date (each, a “Covered Employee”) shall receive (i) an annual rate of salary or wages and annual cash bonus opportunity that is no less favorable than the annual rate of salary or wages, or bonus opportunity, as applicable, provided to such Covered benefits under Employee by Malvern as of immediately prior to the Closing and (ii) benefits (excluding equity and other long-term incentive awards) that are substantially comparable in the aggregate to the benefits provided Benefit Plans offered to similarly situated employees of First BankBuyer, including severance benefits in accordance with the applicable severance policy of Buyer (other than to any Covered Employee who is party to individual agreements or letters that entitle such person to different severance or termination benefits); provided, that until in no event shall any Covered Employee be eligible to participate in any closed or frozen plan of any Buyer Entity. Until such time as First Bank Buyer shall cause the Covered Employees to participate in the applicable First Bank employee benefit plansBuyer Employee Benefit Plans, the continued participation of the Covered Employees in Malvern the Target Benefit Plans shall be deemed to satisfy the foregoing provisions of this clause (it being understood that participation in First BankBuyer’s employee benefit plans Employee Benefit Plans may commence at different times with respect to each of First BankBuyer’s employee benefit plansEmployee Benefit Plans). (b) . For purposes of determining eligibility to participate and vesting under Buyer’s Employee Benefit Plans, and for purposes of determining a Covered Employee’s eligibility entitlement to participate and vesting paid time off under First BankBuyer’s employee benefit plans (other than any defined benefit pension plan, post-employment health or welfare plan, or equity incentive plan)paid time off program, the service of a the Covered Employee Employees with a Malvern Target Entity prior to the Effective Time shall be treated as service with a First Bank Buyer Entity participating in such employee benefit plans, to the same extent that such service was recognized by the Malvern Target Entities under for purposes of a corresponding Malvern Benefit Plansimilar benefit plan; provided, that such recognition of service shall not (i) operate to duplicate any benefits of a Covered Employee with respect to the same period of service or (ii) apply for purposes of any plan, program, policy, agreement program or arrangement (x) under which similarly-situated employees of First Bank Buyer Entities do not receive credit for prior service or service, (y) that is grandfathered or frozen, either with respect to level of benefits or participation. In no event shall any Covered Employee be eligible to participate in any closed , or frozen plan (z) for purposes of any First Bank Entityretiree medical benefits or level of benefits under a defined benefit pension plan. (cb) The Malvern If requested by Buyer in a writing delivered to Target following the date hereof and prior to the Closing Date, the Target Entities shall take all necessary action (including without limitation the adoption of resolutions and plan amendments and the delivery of any required notices) to terminate, effective as of no later than the day before the Closing Date, any Malvern Target Benefit Plan that is intended to constitute either a tax-qualified defined contribution plan under Internal Revenue Code Section 401(k) of the Internal Revenue Code (a “401(k) Plan”) or a tax-qualified defined contribution plan under Internal Revenue Code Section 401(a) (“ESOP”). Malvern Target shall provide First Bank Buyer with a copy of the resolutions, plan amendments, notices and other documents prepared to effectuate the termination of the 401(k) Plan Plans and ESOPs in advance and give First Bank Buyer a reasonable opportunity to comment on such documents (which comments shall be considered in good faith), and prior to the Closing Date, Malvern Target shall provide First Bank Buyer with the final documentation evidencing that the 401(k) Plan has Plans and ESOPs have been terminated. (dc) Upon request by First Bank Buyer in writing prior to the Closing Date, the Malvern Target Entities shall cooperate in good faith with First Bank, effective on Buyer prior to the Closing Date, and conditioned upon the consummation of the transaction contemplated hereby, Date to amend, freeze, terminate or modify any Malvern other Target Benefit Plan to the extent and in the manner determined by First Bank Buyer effective upon the Closing Date (or at such different time mutually agreed to by the parties) and consistent with applicable Law. Malvern Target shall provide First Bank Buyer with a copy of the resolutions, plan amendments, notices and other documents prepared to effectuate the actions contemplated by this Section 7.8(d7.8(c), as applicable, and give First Bank Target a reasonable opportunity to comment on such documents (which comments shall be considered in good faith), and prior to the Closing Date, Malvern Target shall provide First Bank Buyer with the final documentation evidencing that the actions contemplated herein have been effectuated. (ed) The provisions of this Section 7.8 are solely for the benefit of the Parties to this Agreement, and no employeeCovered Employee, any dependent current or beneficiary thereof, former employee or any other individual associated therewith shall be regarded for any purpose as a third-party beneficiary of this Agreement. In no event shall the terms of this Agreement: (i) establish, amend, or modify any Malvern Target Benefit Plan or any “employee benefit plan” as defined in Section 3(3) of ERISA, or any other benefit plan, program, policy, agreement or arrangement maintained or sponsored by First BankBuyer, Malvern Target or any of their respective Affiliates; (ii) alter or limit the ability of Buyer or any First Bank Entity Buyer Subsidiaries (including, after the Closing Date, the Malvern Target Entities) to amend, modify or terminate any Malvern Target Benefit Plan Plan, employment agreement or any other employee benefit or employment plan, program, policy, agreement or arrangement after the Closing Date; or (iii) confer upon any current or former employee employee, officer, director or other service provider consultant, any right to employment or continued employment or continued service with Buyer or any First Bank Entity Buyer Subsidiaries (including, following the Closing Date, the Malvern Target Entities), or constitute or create an employment agreement with any employee, or interfere with or restrict in any way the rights of the Surviving Corporation, MalvernTarget, First Bank Buyer or any Subsidiary or Affiliate thereof to discharge or terminate the services of any employee employee, officer, director or other service provider consultant of Target or any of its Subsidiaries or affiliates at any time for any reason whatsoever. (f) Malvern and Malvern Bank shall take or cause to be taken all such actions as may be necessary to effect the actions set forth below relating to Malvern’s employee stock ownership plan (the “Malvern ESOP”) prior to or simultaneous with the Effective Time, as applicable. Effective on the fifth (5th) Business Day before the Effective Time, the ESOP shall be terminated (the “ESOP Termination Date”). No new participants shall be admitted on or after the ESOP Termination Date and all existing ESOP participants’ accounts shall become fully vested and 100% non-forfeitable. Malvern Bank shall direct the ESOP trustee to remit a sufficient number of shares of Malvern Common Stock held in the Malvern ESOP’s Loan Suspense Account (as defined in Section 2.01(z) of the Malvern ESOP) to Malvern to repay the outstanding ESOP loan in full, with each remitted share to be valued equal to the closing price of Malvern Common Stock on the day immediately prior to the ESOP Termination Date. All remaining shares of Malvern Common Stock held by the ESOP as of the Effective Time shall be exchanged for the Merger Consideration. After repayment of the outstanding ESOP loan and the exchange of the shares of Malvern Common Stock for the Merger Consideration, the Merger Consideration received upon conversion of the remaining shares of Malvern Common Stock held in the Malvern ESOP’s Loan Suspense Account shall be deemed to be earnings and shall be allocated as earnings to the accounts of the ESOP participants who are employed as of the ESOP Termination Date based on their account balances under the ESOP as of the ESOP Termination Date and distributed to ESOP participants after the receipt of a favorable determination letter from the IRS. No benefit distributions shall be made from the ESOP or without the prior written consent of First Bank before the IRS issues a favorable determination letter with respect to the tax-qualified status of the ESOP on termination unless otherwise required by law. Prior to the Effective Time, Malvern shall take all such actions as are necessary to submit the application for favorable determination letter in advance of the Effective Time (and to provide First Bank with the opportunity to review the application for a favorable determination letter at least twenty (20) days prior to the filing date with the IRS), and following the Effective Time, First Bank shall use its best efforts in good faith to obtain such favorable determination letter as promptly as possible (including, but not limited to, making such changes to the ESOP as may be required by the IRS as a condition to its issuance of a favorable determination letter). Xxxxxxx, Malvern Bank, and following the Effective Time, First Bank, will adopt such amendments to the ESOP to effect the provisions of this Section 7.8(f). Promptly following the receipt of a favorable determination letter from the IRS regarding the qualified status of the ESOP upon its termination, the account balances in the ESOP shall either be distributed to participants and beneficiaries or transferred to an eligible tax-qualified retirement plan or individual retirement account as a participant or beneficiary may directcause. (g) Employees of Malvern as of the date of the Agreement who remain employed by Xxxxxxx as of the Effective Time and whose employment is terminated by First Bank or Malvern Bank (absent termination for cause) within the time period set forth in Section 7.8(g)(i) of Malvern’s Disclosure Memorandum shall receive severance pay equal to the amounts set forth in Section 7.8(g) of First Bank’s Disclosure Memorandum, subject to receipt of an effective release of claims from the employee receiving such severance payment, which release shall be in form and substance reasonably satisfactory to Malvern and First Bank. In addition, Xxxxxxx shall be permitted to grant retention bonuses to Employees of Malvern as of the date of this Agreement who remain employed by Xxxxxxx as of the Effective Time, with such Employees and retention bonus amounts determined mutually between Malvern and First Bank.

Employee Benefits and Contracts. (a) Unless otherwise agreed between First Bank and a Covered EmployeeFollowing the Effective Time, for the period beginning on the Closing Date and ending on the one year anniversary of the Closing Date (or such shorter period of employment, as the case may be), each employee of Malvern who remains employed by the Surviving Corporation or any First Bank Entity after the Closing Date (each, a “Covered Employee”) SUMMIT shall receive either (i) an annual rate continue to provide to officers and employees of salary or wages CSB employee benefits under CSB's existing employee benefit and annual cash bonus opportunity that is no less favorable than the annual rate of salary or wageswelfare plans or, or bonus opportunity, as applicable, provided to such Covered Employee by Malvern as of immediately prior to the Closing and (ii) if SUMMIT shall determine to provide to officers and employees of CSB employee benefits (excluding equity under other employee benefit plans and other long-term incentive awards) that welfare plans, provide generally to officers and employees of CSB employee benefits under employee benefit and welfare plans, on terms and conditions which when taken as a whole are substantially comparable in similar to those currently provided by the aggregate SUMMIT Entities to the benefits provided to their similarly situated employees officers and employees. For purposes of First Bank; provided, that until such time as First Bank shall cause the Covered Employees to participate in the applicable First Bank participation and vesting (but not accrual of benefits) under SUMMIT's employee benefit plans, the continued participation of the Covered Employees in Malvern Benefit Plans shall be deemed to satisfy the foregoing provisions of this clause (it being understood that participation in First Bank’s employee benefit plans may commence at different times with respect to each of First Bank’s employee benefit plans). (bi) For purposes of determining a Covered Employee’s eligibility to participate and vesting service under First Bank’s employee benefit plans (other than any qualified defined benefit pension plan, post-employment health or welfare plan, or equity incentive plan), the service plan of a Covered Employee with a Malvern Entity prior to the Effective Time CSB shall be treated as service with a First Bank Entity to the same extent that such service was recognized by the Malvern Entities under a corresponding Malvern Benefit Plan; providedSUMMIT's defined benefit plan, that such recognition of service shall not (i) operate to duplicate any benefits of a Covered Employee with respect to the same period of service or if any, (ii) apply for purposes of service under any plan, program, policy, agreement or arrangement (x) under which similarly-situated employees of First Bank Entities do not receive credit for prior service or (y) that is grandfathered or frozen, either with respect to level of benefits or participation. In no event shall any Covered Employee be eligible to participate in any closed or frozen plan of any First Bank Entity. (c) The Malvern Entities shall take all necessary action (including without limitation the adoption of resolutions and plan amendments and the delivery of any required notices) to terminate, effective as of the day before the Closing Date, any Malvern Benefit Plan that is intended to constitute a tax-qualified defined contribution plan under Section 401(k) plans of the Internal Revenue Code (a “401(k) Plan”). Malvern shall provide First Bank with a copy of the resolutions, plan amendments, notices and other documents prepared to effectuate the termination of the 401(k) Plan in advance and give First Bank a reasonable opportunity to comment on such documents (which comments CSB shall be considered in good faith)treated as service under SUMMIT's qualified defined contribution plans, and prior to the Closing Date, Malvern shall provide First Bank with the final documentation evidencing that the 401(k(iii) Plan has been terminated. (d) Upon request by First Bank in writing prior to the Closing Date, the Malvern Entities shall cooperate in good faith with First Bank, effective on Closing Date, and conditioned upon the consummation of the transaction contemplated hereby, to amend, freeze, terminate or modify any Malvern Benefit Plan to the extent and in the manner determined by First Bank effective upon the Closing Date (or at such different time mutually agreed to by the parties) and consistent with applicable Law. Malvern shall provide First Bank with a copy of the resolutions, plan amendments, notices and other documents prepared to effectuate the actions contemplated by this Section 7.8(d), as applicable, and give First Bank a reasonable opportunity to comment on such documents (which comments shall be considered in good faith), and prior to the Closing Date, Malvern shall provide First Bank with the final documentation evidencing that the actions contemplated herein have been effectuated. (e) The provisions of this Section 7.8 are solely for the benefit of the Parties to this Agreement, and no employee, any dependent or beneficiary thereof, or any other individual associated therewith shall be regarded for any purpose as a third-party beneficiary of this Agreement. In no event shall the terms of this Agreement: (i) establish, amend, or modify any Malvern Benefit Plan or any employee benefit plan, program, policy, agreement or arrangement maintained or sponsored by First Bank, Malvern or any of their respective Affiliates; (ii) alter or limit the ability of any First Bank Entity (including, after the Closing Date, the Malvern Entities) to amend, modify or terminate any Malvern Benefit Plan or service under any other employee benefit planplans of CSB shall be treated as service under any similar employee benefit plans maintained by SUMMIT. With respect to officers and employees of CSB who, program, policy, agreement at or arrangement after the Closing Date; or (iii) confer upon any current or former employee or other service provider any right to employment or continued employment or continued service with any First Bank Entity (including, following the Closing Date, the Malvern Entities), or constitute or create an employment agreement with any employee, or interfere with or restrict in any way the rights of the Surviving Corporation, Malvern, First Bank or any Subsidiary or Affiliate thereof to discharge or terminate the services of any employee or other service provider at any time for any reason whatsoever. (f) Malvern and Malvern Bank shall take or cause to be taken all such actions as may be necessary to effect the actions set forth below relating to Malvern’s employee stock ownership plan (the “Malvern ESOP”) prior to or simultaneous with the Effective Time, as applicable. Effective on the fifth (5th) Business Day before the Effective Timebecome employees of a SUMMIT Entity and who, the ESOP shall be terminated (the “ESOP Termination Date”). No new participants shall be admitted on or after the ESOP Termination Date and all existing ESOP participants’ accounts shall become fully vested and 100% non-forfeitable. Malvern Bank shall direct the ESOP trustee to remit a sufficient number of shares of Malvern Common Stock held in the Malvern ESOP’s Loan Suspense Account (as defined in Section 2.01(z) of the Malvern ESOP) to Malvern to repay the outstanding ESOP loan in full, with each remitted share to be valued equal to the closing price of Malvern Common Stock on the day immediately prior to the ESOP Termination Date. All remaining shares of Malvern Common Stock held by the ESOP as of the Effective Time shall be exchanged for the Merger Consideration. After repayment of the outstanding ESOP loan and the exchange of the shares of Malvern Common Stock for the Merger Consideration, the Merger Consideration received upon conversion of the remaining shares of Malvern Common Stock held in the Malvern ESOP’s Loan Suspense Account shall be deemed to be earnings and shall be allocated as earnings to the accounts of the ESOP participants who are employed as of the ESOP Termination Date based on their account balances under the ESOP as of the ESOP Termination Date and distributed to ESOP participants after the receipt of a favorable determination letter from the IRS. No benefit distributions shall be made from the ESOP without the prior written consent of First Bank before the IRS issues a favorable determination letter with respect to the tax-qualified status of the ESOP on termination unless otherwise required by law. Prior to the Effective Time, Malvern are participants in one or more employee welfare benefit plans maintained by CSB, SUMMIT shall take all cause each comparable employee welfare benefit plan which is substituted for a CSB welfare benefit plan to waive any evidence of insurability or similar provision, to provide credit for such actions as are necessary participation prior to submit such substitution with regard to the application for favorable determination letter in advance of the Effective Time (any pre-existing condition limitation, and to provide First Bank credit towards satisfaction of any deductible or out-of-pocket provisions for expenses incurred by such participants during the period prior to such substitution, if any, that overlaps with the opportunity to review the application then current plan year for a favorable determination letter at least twenty (20) days prior to the filing date with the IRS), and following the Effective Time, First Bank shall use its best efforts in good faith to obtain each such favorable determination letter as promptly as possible (including, but not limited to, making such changes to the ESOP as may be required by the IRS as a condition to its issuance of a favorable determination letter). Xxxxxxx, Malvern Bank, and following the Effective Time, First Bank, will adopt such amendments to the ESOP to effect the provisions of this Section 7.8(f). Promptly following the receipt of a favorable determination letter from the IRS regarding the qualified status of the ESOP upon its termination, the account balances in the ESOP shall either be distributed to participants and beneficiaries or transferred to an eligible tax-qualified retirement plan or individual retirement account as a participant or beneficiary may directsubstituted employee welfare benefit plans. (g) Employees of Malvern as of the date of the Agreement who remain employed by Xxxxxxx as of the Effective Time and whose employment is terminated by First Bank or Malvern Bank (absent termination for cause) within the time period set forth in Section 7.8(g)(i) of Malvern’s Disclosure Memorandum shall receive severance pay equal to the amounts set forth in Section 7.8(g) of First Bank’s Disclosure Memorandum, subject to receipt of an effective release of claims from the employee receiving such severance payment, which release shall be in form and substance reasonably satisfactory to Malvern and First Bank. In addition, Xxxxxxx shall be permitted to grant retention bonuses to Employees of Malvern as of the date of this Agreement who remain employed by Xxxxxxx as of the Effective Time, with such Employees and retention bonus amounts determined mutually between Malvern and First Bank.

Employee Benefits and Contracts. (a) Unless otherwise agreed between First Bank and a Covered Employee, for the period beginning on the Closing Date and ending on the At least one year anniversary of the Closing Date (or such shorter period of employment, as the case may be), each employee of Malvern who remains employed by the Surviving Corporation or any First Bank Entity after the Closing Date (each, a “Covered Employee”) shall receive (i) an annual rate of salary or wages and annual cash bonus opportunity that is no less favorable than the annual rate of salary or wages, or bonus opportunity, as applicable, provided to such Covered Employee by Malvern as of immediately day prior to the Closing and (ii) benefits (excluding equity and other long-term incentive awards) that are substantially comparable in the aggregate to the benefits provided to similarly situated employees of First Bank; providedDate, that until such time as First Bank shall cause the Covered Employees to participate in the applicable First Bank employee benefit plans, the continued participation of the Covered Employees in Malvern Benefit Plans shall be deemed to satisfy the foregoing provisions of this clause (it being understood that participation in First Bank’s employee benefit plans may commence at different times with respect to each of First Bank’s employee benefit plans). (b) For purposes of determining a Covered Employee’s eligibility to participate and vesting under First Bank’s employee benefit plans (other than any defined benefit pension plan, post-employment health or welfare plan, or equity incentive plan), the service of a Covered Employee with a Malvern Entity prior to the Effective Time shall be treated as service with a First Bank Entity to the same extent that such service was recognized by the Malvern Entities under a corresponding Malvern Benefit Plan; provided, that such recognition of service shall not (i) operate to duplicate any benefits of a Covered Employee with respect to the same period of service or (ii) apply for purposes of any plan, program, policy, agreement or arrangement (x) under which similarly-situated employees of First Bank Entities do not receive credit for prior service or (y) that is grandfathered or frozen, either with respect to level of benefits or participation. In no event shall any Covered Employee be eligible to participate in any closed or frozen plan of any First Bank Entity. (c) The Malvern Entities Target shall take or cause to be taken all actions reasonably necessary action (including without limitation the adoption of resolutions and plan amendments and the delivery of any required notices) or appropriate to terminate, effective as of no later than the day before Closing, the Closing Date, Health Reimbursement Arrangement Plan (the “HRA Plan”) and any Malvern Target Benefit Plan that is intended to constitute a tax-qualified defined contribution plan qualify under Section 401(k) of the Internal Revenue Code (a the “Target 401(k) Plan”). Malvern Target shall provide First Bank with a copy to Buyer prior to the Closing Date written evidence of the resolutions, plan amendments, notices and other documents prepared to effectuate adoption by Target’s Board of Directors of resolutions authorizing the termination of the Target 401(k) Plan in advance and give First Bank a reasonable opportunity to comment on such documents (which comments resolutions shall be considered in good faith), and prior subject to the Closing Dateprior review and approval of Buyer, Malvern which approval shall provide First Bank with the final documentation evidencing that the 401(k) Plan has been terminatednot be unreasonably withheld or delayed). (db) Upon request by First Bank in writing prior to the Closing Date, the Malvern Entities Buyer shall cooperate in good faith with First Bank, effective on Closing Date, and conditioned upon the consummation of the transaction contemplated hereby, to amend, freeze, terminate or modify any Malvern Benefit Plan to the extent and in the manner determined by First Bank effective upon the Closing Date take such action as may be necessary so that for a twelve (or at such different time mutually agreed to by the parties12) and consistent with applicable Law. Malvern shall provide First Bank with a copy of the resolutions, plan amendments, notices and other documents prepared to effectuate the actions contemplated by this Section 7.8(d), as applicable, and give First Bank a reasonable opportunity to comment on such documents (which comments shall be considered in good faith), and prior to the Closing Date, Malvern shall provide First Bank with the final documentation evidencing that the actions contemplated herein have been effectuated. (e) The provisions of this Section 7.8 are solely for the benefit of the Parties to this Agreement, and no employee, any dependent or beneficiary thereof, or any other individual associated therewith shall be regarded for any purpose as a third-party beneficiary of this Agreement. In no event shall the terms of this Agreement: (i) establish, amend, or modify any Malvern Benefit Plan or any employee benefit plan, program, policy, agreement or arrangement maintained or sponsored by First Bank, Malvern or any of their respective Affiliates; (ii) alter or limit the ability of any First Bank Entity (including, after the Closing Date, the Malvern Entities) to amend, modify or terminate any Malvern Benefit Plan or any other employee benefit plan, program, policy, agreement or arrangement after the Closing Date; or (iii) confer upon any current or former employee or other service provider any right to employment or continued employment or continued service with any First Bank Entity (including, month period following the Closing Date, employees of a Target Entity who remain employed by such Target Entity after the Malvern Entities), or constitute or create an employment agreement with any employee, or interfere with or restrict in any way the rights of the Surviving Corporation, Malvern, First Bank or any Subsidiary or Affiliate thereof to discharge or terminate the services of any employee or other service provider at any time for any reason whatsoever. (f) Malvern and Malvern Bank shall take or cause to be taken all such actions as may be necessary to effect the actions set forth below relating to Malvern’s employee stock ownership plan Closing (the “Malvern ESOPContinuing Employees”) shall be provided employee benefits under employee benefit plans (including but not limited to incentive compensation, life insurance, welfare, 401(k), salary and fringe benefits but other than stock option or other plans involving the potential issuance of Buyer Common Stock) which are comparable in the aggregate to those provided by the Buyer Entities to their similarly situated employees. Buyer shall, or shall cause the Surviving Corporation and its Subsidiaries to, grant Continuing Employees credit for all service with the Target Entities prior to or simultaneous with the Effective Time for purposes of eligibility and vesting (but not benefit accrual) in all benefits provided by Buyer to Continuing Employees. The eligibility of any Continuing Employee to participate in any employee benefit plan of Buyer shall not be subject to any exclusions for pre-existing conditions if such individual has met the participation requirements of similar benefit plans and programs of the Target Entities. Amounts paid before the Effective Time by Continuing Employees under any health plans of the Target Entities shall, after the Effective Time, as applicable. Effective on be taken into account in applying deductible and annual out-of-pocket limits applicable under the fifth (5th) Business Day before the Effective Time, the ESOP shall be terminated (the “ESOP Termination Date”). No new participants shall be admitted on or after the ESOP Termination Date and all existing ESOP participants’ accounts shall become fully vested and 100% non-forfeitable. Malvern Bank shall direct the ESOP trustee to remit a sufficient number health plans of shares of Malvern Common Stock held in the Malvern ESOP’s Loan Suspense Account (as defined in Section 2.01(z) of the Malvern ESOP) to Malvern to repay the outstanding ESOP loan in full, with each remitted share to be valued equal to the closing price of Malvern Common Stock on the day immediately prior to the ESOP Termination Date. All remaining shares of Malvern Common Stock held by the ESOP Buyer provided as of the Effective Time shall be exchanged for to the Merger Considerationsame extent as if such amounts had been paid under such health plans of Buyer. After repayment Buyer shall, and also cause the Surviving Corporation and its Subsidiaries, to honor in accordance with their terms all employment, severance, consulting and other compensation Contracts disclosed in Section 8.11 of the outstanding ESOP loan Target Disclosure Memorandum between any Target Entity and the exchange of the shares of Malvern Common Stock any current or former director, officer, or employee thereof, and all provisions for the Merger Consideration, the Merger Consideration received upon conversion of the remaining shares of Malvern Common Stock held in the Malvern ESOP’s Loan Suspense Account shall be deemed to be earnings and shall be allocated as earnings to the accounts of the ESOP participants who are employed as of the ESOP Termination Date based on their account balances under the ESOP as of the ESOP Termination Date and distributed to ESOP participants after the receipt of a favorable determination letter from the IRS. No benefit distributions shall be made from the ESOP without the prior written consent of First Bank before the IRS issues a favorable determination letter with respect to the tax-qualified status of the ESOP on termination unless otherwise required by law. Prior to the Effective Time, Malvern shall take all such actions as are necessary to submit the application for favorable determination letter in advance of vested benefits or other vested amounts earned or accrued through the Effective Time (and to provide First Bank with under the opportunity to review the application for a favorable determination letter at least twenty (20) days prior to the filing date with the IRS), and following the Effective Time, First Bank shall use its best efforts in good faith to obtain such favorable determination letter as promptly as possible (including, but not limited to, making such changes to the ESOP as may be required by the IRS as a condition to its issuance of a favorable determination letter). Xxxxxxx, Malvern Bank, and following the Effective Time, First Bank, will adopt such amendments to the ESOP to effect the provisions of this Section 7.8(f). Promptly following the receipt of a favorable determination letter from the IRS regarding the qualified status of the ESOP upon its termination, the account balances in the ESOP shall either be distributed to participants and beneficiaries or transferred to an eligible tax-qualified retirement plan or individual retirement account as a participant or beneficiary may directTarget Benefit Plans. (gc) Employees of Malvern as Notwithstanding anything in this Section 8.11 to the contrary, this Section 8.11 shall not operate to be construed to mean the employment of the date of the Agreement who remain employed Continuing Employees is not terminable by Xxxxxxx as of the Effective Time and whose employment is terminated by First Bank or Malvern Bank (absent termination for cause) within the time period set forth in Section 7.8(g)(i) of Malvern’s Disclosure Memorandum shall receive severance pay equal to the amounts set forth in Section 7.8(g) of First Bank’s Disclosure Memorandum, subject to receipt of an effective release of claims from the employee receiving such severance payment, which release shall be in form and substance reasonably satisfactory to Malvern and First Bank. In addition, Xxxxxxx shall be permitted to grant retention bonuses to Employees of Malvern as of the date of this Agreement who remain employed by Xxxxxxx as of the Effective TimeSurviving Corporation at will at any time, with such Employees and retention bonus amounts determined mutually between Malvern and First Bankor without cause, for any reason or no reason.

Employee Benefits and Contracts. (a) Unless otherwise agreed between First Bank and a Covered Employee, for the period beginning on the Closing Date and ending on the one year anniversary All persons who are employees of the Closing Date (or such shorter period of employment, as the case may be), each employee of Malvern who remains employed by the Surviving Corporation or any First Bank Entity after the Closing Date (each, a “Covered Employee”) shall receive (i) an annual rate of salary or wages and annual cash bonus opportunity that is no less favorable than the annual rate of salary or wages, or bonus opportunity, as applicable, provided to such Covered Employee by Malvern as of Lime Entities immediately prior to the Closing and (ii) benefits (excluding equity and other long-term incentive awards) that are substantially comparable in the aggregate to the benefits provided to similarly situated employees of First Bank; provided, that until such time as First Bank shall cause the Covered Employees to participate in the applicable First Bank employee benefit plans, the continued participation of the Covered Employees in Malvern Benefit Plans shall be deemed to satisfy the foregoing provisions of this clause (it being understood that participation in First Bank’s employee benefit plans may commence at different times with respect to each of First Bank’s employee benefit plans). (b) For purposes of determining a Covered Employee’s eligibility to participate and vesting under First Bank’s employee benefit plans (other than any defined benefit pension plan, post-employment health or welfare plan, or equity incentive plan), the service of a Covered Employee with a Malvern Entity prior to the Effective Time shall be treated as service with a First Bank Entity to the same extent that such service was recognized by the Malvern Entities under a corresponding Malvern Benefit Plan; provided, that such recognition of service shall not (i) operate to duplicate any benefits of a Covered Employee with respect to the same period of service or (ii) apply for purposes of any plan, program, policy, agreement or arrangement (x) under which similarly-situated employees of First Bank Entities do not receive credit for prior service or (y) that is grandfathered or frozen, either with respect to level of benefits or participation. In no event shall any Covered Employee be eligible to participate in any closed or frozen plan of any First Bank Entity. (c) The Malvern Entities shall take all necessary action (including without limitation the adoption of resolutions and plan amendments and the delivery of any required notices) to terminate, effective as of the day before the Closing Date, any Malvern Benefit Plan that is intended to constitute a tax-qualified defined contribution plan under Section 401(k) of the Internal Revenue Code (a “401(k) Plan”). Malvern shall provide First Bank with a copy of the resolutions, plan amendments, notices and other documents prepared to effectuate the termination of the 401(k) Plan in advance and give First Bank a reasonable opportunity to comment on such documents (which comments shall be considered in good faith), and prior to the Closing Date, Malvern shall provide First Bank with the final documentation evidencing that the 401(k) Plan has been terminated. (d) Upon request by First Bank in writing prior to the Closing Date, the Malvern Entities shall cooperate in good faith with First Bank, effective on Closing Date, and conditioned upon the consummation of the transaction contemplated hereby, to amend, freeze, terminate or modify any Malvern Benefit Plan to the extent and in the manner determined by First Bank effective upon the Closing Date (or at such different time mutually agreed to by the parties) and consistent with applicable Law. Malvern shall provide First Bank with a copy of the resolutions, plan amendments, notices and other documents prepared to effectuate the actions contemplated by this Section 7.8(d), as applicable, and give First Bank a reasonable opportunity to comment on such documents (which comments shall be considered in good faith), and prior to the Closing Date, Malvern shall provide First Bank with the final documentation evidencing that the actions contemplated herein have been effectuated. (e) The provisions of this Section 7.8 are solely for the benefit of the Parties to this Agreement, and no employee, any dependent or beneficiary thereof, or any other individual associated therewith shall be regarded for any purpose as a third-party beneficiary of this Agreement. In no event shall the terms of this Agreement: (i) establish, amend, or modify any Malvern Benefit Plan or any employee benefit plan, program, policy, agreement or arrangement maintained or sponsored by First Bank, Malvern or any of their respective Affiliates; (ii) alter or limit the ability of any First Bank Entity (including, after the Closing Date, the Malvern Entities) to amend, modify or terminate any Malvern Benefit Plan or any other employee benefit plan, program, policy, agreement or arrangement after the Closing Date; or (iii) confer upon any current or former employee or other service provider any right to employment or continued employment or continued service with any First Bank Entity (including, following the Closing Date, the Malvern Entities), or constitute or create an employment agreement with any employee, or interfere with or restrict in any way the rights of the Surviving Corporation, Malvern, First Bank or any Subsidiary or Affiliate thereof to discharge or terminate the services of any employee or other service provider at any time for any reason whatsoever. (f) Malvern and Malvern Bank shall take or cause to be taken all such actions as may be necessary to effect the actions set forth below relating to Malvern’s employee stock ownership plan (the “Malvern ESOP”) prior to or simultaneous with the Effective Time, as applicable. Effective on the fifth (5th) Business Day before the Effective Time, the ESOP shall be terminated (the “ESOP Termination Date”). No new participants shall be admitted on or after the ESOP Termination Date and all existing ESOP participants’ accounts shall become fully vested and 100% non-forfeitable. Malvern Bank shall direct the ESOP trustee to remit a sufficient number of shares of Malvern Common Stock held in the Malvern ESOP’s Loan Suspense Account (as defined in Section 2.01(z) of the Malvern ESOP) to Malvern to repay the outstanding ESOP loan in full, with each remitted share to be valued equal to the closing price of Malvern Common Stock on the day immediately prior to the ESOP Termination Date. All remaining shares of Malvern Common Stock held by the ESOP as of the Effective Time shall be exchanged for the Merger Consideration. After repayment of the outstanding ESOP loan and the exchange of the shares of Malvern Common Stock for the Merger Consideration, the Merger Consideration received upon conversion of the remaining shares of Malvern Common Stock held in the Malvern ESOP’s Loan Suspense Account shall be deemed to be earnings and shall be allocated as earnings to the accounts of the ESOP participants who are employed as of the ESOP Termination Date based on their account balances under the ESOP as of the ESOP Termination Date and distributed to ESOP participants after the receipt of a favorable determination letter from the IRS. No benefit distributions shall be made from the ESOP without the prior written consent of First Bank before the IRS issues a favorable determination letter with respect to the tax-qualified status of the ESOP on termination unless otherwise required by law. Prior to the Effective Time, Malvern shall take all such actions as are necessary to submit the application for favorable determination letter in advance of the Effective Time (and to provide First Bank with the opportunity to review the application for a favorable determination letter at least twenty (20) days prior to the filing date with the IRS), and following the Effective Time, First Bank shall use its best efforts in good faith to obtain such favorable determination letter as promptly as possible (including, but not limited to, making such changes to the ESOP as may be required by the IRS as a condition to its issuance of a favorable determination letter). Xxxxxxx, Malvern Bank, and following the Effective Time, First Bank, will adopt such amendments to the ESOP to effect the provisions of this Section 7.8(f). Promptly following the receipt of a favorable determination letter from the IRS regarding the qualified status of the ESOP upon its termination, the account balances in the ESOP shall either be distributed to participants and beneficiaries or transferred to an eligible tax-qualified retirement plan or individual retirement account as a participant or beneficiary may direct. (g) Employees of Malvern as of the date of the Agreement who remain employed by Xxxxxxx as of the Effective Time and whose employment is terminated by First Bank not specifically terminated, if any, at or Malvern Bank prior to the Effective Time (absent termination a “Continuing Employee”) shall, at the Effective Time, become employees of the Surviving Corporation. Except in respect of those employees of Lime Entities separately provided for cause) within the time period as set forth in Section 7.8(g)(i) of Malvern’s Disclosure Memorandum shall receive severance pay equal to the amounts set forth in Section 7.8(g) of First Bank’s Disclosure Memorandum, subject to receipt of an effective release of claims from the employee receiving such severance payment, which release shall be in form and substance reasonably satisfactory to Malvern and First Bank. In addition, Xxxxxxx shall be permitted to grant retention bonuses to Employees of Malvern those certain employment agreements dated as of the date of this Agreement who remain employed by Xxxxxxx to become effective as of the Effective Time, Parent shall, or shall cause the Surviving Corporation to, honor all Lime employment and change of control agreements existing as of the date of this Agreement that have been disclosed to Parent in Section 7.7(a) of Lime’s Disclosure Memorandum. All of the other Continuing Employees shall be employed at will, and no contractual right with respect to employment shall inure to such employees because of this Agreement, except as otherwise contemplated by this Agreement. (b) Except as provided in the last sentence of this Section 7.7(b), as of the Effective Time, Parent shall make available employer-provided health and other employee welfare benefit plans to each Continuing Employee on the same basis as it provides such coverage to Parent employees except that any pre-existing condition, eligibility waiting period, or other limitations or exclusions otherwise applicable under such plans to new employees shall not apply to a Continuing Employee or their covered dependents who were covered under a similar Lime plan at the Effective Time of the Merger. In addition, if any such transition occurs during a plan year, Parent shall use commercially reasonable efforts to cause any such successor Parent Employee Benefit Plan providing health coverage to give credit towards satisfaction of any annual deductible limitation and out-of-pocket maximum applied under such successor plan for any deductible, co-payment and other cost-sharing amounts previously paid by a Continuing Employee respecting his or her participation in the corresponding Lime Employee Benefit Plan during that plan year prior to the transition effective date. Notwithstanding the foregoing, Parent may continue (or cause the Surviving Corporation to continue) Lime’s health and other employee welfare benefit plans for each Continuing Employee as in effect immediately prior to the Effective Time. (c) With respect to employee benefit plans of Parent and its Subsidiaries not addressed in Section 7.7(a) or Section 7.7(b) above, Parent and its Subsidiaries shall make such plans available to each Continuing Employee on the same basis as it provides such coverage to Parent employees and shall take into account for purposes of eligibility, participation, vesting and benefit accrual (except that there shall not be any benefit accrual for past service under any qualified defined benefit pension plan) the service of such employees with Lime and its Subsidiaries as if such service were with Parent and its Subsidiaries. Continuing Employees will retain credit for unused sick leave and retention bonus vacation pay for unused vacation days for the current year only without carryover of vacation days for prior years, which has been accrued as of the Effective Time. For purposes of determining the entitlement of Continuing Employees to sick leave and vacation pay following the Effective Time, the service of such employees with Lime shall be treated as if such service were with Parent and its Subsidiaries. (d) Parent shall cause the Closing Accrued Compensation to be paid or discharged after the Effective Time as follows: (i) any and all amounts determined mutually between Malvern accrued for bonuses shall be vested compensation as of the Effective Time and First Bankshall be paid to the employees to which such accrual relates on or before February 28, 2019, without condition, and (ii) any and all amounts accrued for deferred compensation shall be paid to the employees to which such accrual relates in accordance with each applicable deferred compensation agreement; provided, however, that if any amount of the Closing Accrued Compensation (x) accrued for bonuses is not paid to the applicable employees for any reason on or before February 28, 2019, then the Merger Consideration shall be increased by such amount, which shall be paid to the Participating Securityholders on such date, or (y) accrued for deferred compensation is not paid to the applicable employees for any reason on or before February 1, 2020, then the Merger Consideration shall be increased by such amount, which shall be paid to the Participating Securityholders on such date. Parent shall provide the Lime Representative and its Representatives reasonable access (including by electronic delivery of documents), during regular business hours, in such a manner as to not unreasonably interfere with the normal operations of Parent or the Surviving Corporation, the applicable books and records of the Surviving Corporation and its Affiliates solely for the purpose of performing audits and reviews with respect to compliance with this Section 7.7(d). (e) As of the Effective Time, each Continuing Employee shall be eligible to participate in Parent’s 401(k) plan with full credit for prior service with Lime for purposes of eligibility and vesting, and otherwise subject to applicable eligibility requirements as set forth in the 401(k) plan of Lime in existence as of the date of this Agreement. (f) No officer, employee, or other Person (other than the corporate Parties to this Agreement other than the Lime Representative) shall be deemed a Third-Party or other beneficiary of this Section 7.7, and no such Person shall have any right or other entitlement to enforce any provision of this Agreement or seek any remedy in connection with this Agreement (other than in their capacities as Participating Securityholders), except as set forth in Section 7.7. Nothing in this Section 7.7, express or implied, shall be construed to (i) create a right in any Continuing Employee to employment with Parent, Lime or any of their respective Affiliates, (ii) limit the right of Parent, Lime or any of their respective Affiliates to amend or terminate any employee benefit plan, or (iii) be treated as establishing or amending any employee benefit plan or arrangement of Parent, Lime or any of their respective Affiliates.

Employee Benefits and Contracts. (a) Unless otherwise agreed between First Bank Following the Effective Time, except as contemplated by this Agreement, Simmons shall provide generally to officers and employees (as a Covered Employee, for the period beginning group) who are actively employed by a Reliance Entity on the Closing Date and ending on the one year anniversary of (“Covered Employees”) while employed by Simmons following the Closing Date (or such shorter period of employment, as the case may be), each employee of Malvern who remains employed by the Surviving Corporation or any First Bank Entity after the Closing Date (each, a “Covered Employee”) shall receive (i) an annual rate of salary or wages and annual cash bonus opportunity that is no less favorable than the annual rate of salary or wages, or bonus opportunity, as applicable, provided to such Covered benefits under Employee by Malvern as of immediately prior to the Closing and (ii) benefits (excluding equity and other long-term incentive awards) that are substantially comparable in the aggregate to the benefits provided Benefit Plans offered to similarly situated employees of First BankSimmons, including severance benefits in accordance with the applicable severance policy of Simmons (other than to any Covered Employee who is party to individual agreements or letters that entitle such person to different severance or termination benefits); provided, that until in no event shall any Covered Employee be eligible to participate in any closed or frozen plan of any Simmons Entity. Until such time as First Bank Simmons shall cause the Covered Employees to participate in the applicable First Bank employee benefit plansSimmons Employee Benefit Plans, the continued participation of the Covered Employees in Malvern the Reliance Benefit Plans shall be deemed to satisfy the foregoing provisions of this clause (it being understood that participation in First Bank’s employee benefit plans Simmons’ Employee Benefit Plans may commence at different times with respect to each of First Bank’s employee benefit plansSimmons’ Employee Benefit Plans). (b) . For purposes of determining eligibility to participate and vesting under Simmons’ Employee Benefit Plans, and for purposes of determining a Covered Employee’s eligibility entitlement to participate and vesting paid time off under First Bank’s employee benefit plans (other than any defined benefit pension plan, post-employment health or welfare plan, or equity incentive plan)Simmons’ paid time off program, the service of a the Covered Employee Employees with a Malvern Reliance Entity prior to the Effective Time shall be treated as service with a First Bank Simmons Entity participating in such employee benefit plans, to the same extent that such service was recognized by the Malvern Reliance Entities under for purposes of a corresponding Malvern Benefit Plansimilar benefit plan; provided, that such recognition of service shall not (i) operate to duplicate any benefits of a Covered Employee with respect to the same period of service or (ii) apply for purposes of any plan, program, policy, agreement program or arrangement (x) under which similarly-situated employees of First Bank Simmons Entities do not receive credit for prior service or service, (y) that is grandfathered or frozen, either with respect to level of benefits or participation. In no event shall any Covered Employee be eligible to participate in any closed , or frozen plan (z) for purposes of any First Bank Entityretiree medical benefits or level of benefits under a defined benefit pension plan. (cb) The Malvern If requested by Simmons in a writing delivered to Reliance following the date hereof and prior to the Closing Date, the Reliance Entities shall take all necessary action (including without limitation the adoption of resolutions and plan amendments and the delivery of any required notices) to terminate, effective as of no later than the day before the Closing Date, any Malvern Reliance Benefit Plan that is intended to constitute a tax-qualified defined contribution plan under Internal Revenue Code Section 401(k) of the Internal Revenue Code (a “401(k) Plan”). Malvern Reliance shall provide First Bank Simmons with a copy of the resolutions, plan amendments, notices and other documents prepared to effectuate the termination of the 401(k) Plan Plans in advance and give First Bank Simmons a reasonable opportunity to comment on such documents (which comments shall be considered in good faith), and prior to the Closing Date, Malvern Reliance shall provide First Bank Simmons with the final documentation evidencing that the 401(k) Plan has Plans have been terminated. (dc) Upon request by First Bank Simmons in writing prior to the Closing Date, the Malvern Reliance Entities shall cooperate in good faith with First Bank, effective on Simmons prior to the Closing Date, and conditioned upon the consummation of the transaction contemplated hereby, Date to amend, freeze, terminate or modify any Malvern other Reliance Benefit Plan to the extent and in the manner determined by First Bank Simmons effective upon the Closing Date (or at such different time mutually agreed to by the parties) and consistent with applicable Law. Malvern Reliance shall provide First Bank Simmons with a copy of the resolutions, plan amendments, notices and other documents prepared to effectuate the actions contemplated by this Section 7.8(d7.8(c), as applicable, and give First Bank Simmons a reasonable opportunity to comment on such documents (which comments shall be considered in good faith), and prior to the Closing Date, Malvern Reliance shall provide First Bank Simmons with the final documentation evidencing that the actions contemplated herein have been effectuated. (ed) The provisions of this Section 7.8 are solely for the benefit of the Parties to this AgreementParties, and no employeeCovered Employee, any dependent current or beneficiary thereof, former employee or any other individual associated therewith shall be regarded for any purpose as a third-party beneficiary of this Agreement. In no event shall the terms of this Agreement: (i) establish, amend, or modify any Malvern Reliance Benefit Plan or any “employee benefit plan” as defined in Section 3(3) of ERISA, or any other benefit plan, program, policy, agreement or arrangement maintained or sponsored by First BankSimmons, Malvern Reliance or any of their respective Affiliates; (ii) alter or limit the ability of Simmons or any First Bank Entity Simmons Subsidiaries (including, after the Closing Date, the Malvern Reliance Entities) to amend, modify or terminate any Malvern Reliance Benefit Plan Plan, employment agreement or any other employee benefit or employment plan, program, policy, agreement or arrangement after the Closing Date; or (iii) confer upon any current or former employee employee, officer, director or other service provider consultant, any right to employment or continued employment or continued service with Simmons or any First Bank Entity Simmons Subsidiaries (including, following the Closing Date, the Malvern Reliance Entities), or constitute or create an employment agreement with any employee, or interfere with or restrict in any way the rights of the Surviving Corporation, MalvernReliance, First Bank Simmons or any Subsidiary or Affiliate thereof to discharge or terminate the services of any employee employee, officer, director or other service provider consultant of Reliance or any of its Subsidiaries or affiliates at any time for any reason whatsoever. (f) Malvern and Malvern Bank shall take or cause to be taken all such actions as may be necessary to effect the actions set forth below relating to Malvern’s employee stock ownership plan (the “Malvern ESOP”) prior to or simultaneous with the Effective Time, as applicable. Effective on the fifth (5th) Business Day before the Effective Time, the ESOP shall be terminated (the “ESOP Termination Date”). No new participants shall be admitted on or after the ESOP Termination Date and all existing ESOP participants’ accounts shall become fully vested and 100% non-forfeitable. Malvern Bank shall direct the ESOP trustee to remit a sufficient number of shares of Malvern Common Stock held in the Malvern ESOP’s Loan Suspense Account (as defined in Section 2.01(z) of the Malvern ESOP) to Malvern to repay the outstanding ESOP loan in full, with each remitted share to be valued equal to the closing price of Malvern Common Stock on the day immediately prior to the ESOP Termination Date. All remaining shares of Malvern Common Stock held by the ESOP as of the Effective Time shall be exchanged for the Merger Consideration. After repayment of the outstanding ESOP loan and the exchange of the shares of Malvern Common Stock for the Merger Consideration, the Merger Consideration received upon conversion of the remaining shares of Malvern Common Stock held in the Malvern ESOP’s Loan Suspense Account shall be deemed to be earnings and shall be allocated as earnings to the accounts of the ESOP participants who are employed as of the ESOP Termination Date based on their account balances under the ESOP as of the ESOP Termination Date and distributed to ESOP participants after the receipt of a favorable determination letter from the IRS. No benefit distributions shall be made from the ESOP or without the prior written consent of First Bank before the IRS issues a favorable determination letter with respect to the tax-qualified status of the ESOP on termination unless otherwise required by law. Prior to the Effective Time, Malvern shall take all such actions as are necessary to submit the application for favorable determination letter in advance of the Effective Time (and to provide First Bank with the opportunity to review the application for a favorable determination letter at least twenty (20) days prior to the filing date with the IRS), and following the Effective Time, First Bank shall use its best efforts in good faith to obtain such favorable determination letter as promptly as possible (including, but not limited to, making such changes to the ESOP as may be required by the IRS as a condition to its issuance of a favorable determination letter). Xxxxxxx, Malvern Bank, and following the Effective Time, First Bank, will adopt such amendments to the ESOP to effect the provisions of this Section 7.8(f). Promptly following the receipt of a favorable determination letter from the IRS regarding the qualified status of the ESOP upon its termination, the account balances in the ESOP shall either be distributed to participants and beneficiaries or transferred to an eligible tax-qualified retirement plan or individual retirement account as a participant or beneficiary may directcause. (g) Employees of Malvern as of the date of the Agreement who remain employed by Xxxxxxx as of the Effective Time and whose employment is terminated by First Bank or Malvern Bank (absent termination for cause) within the time period set forth in Section 7.8(g)(i) of Malvern’s Disclosure Memorandum shall receive severance pay equal to the amounts set forth in Section 7.8(g) of First Bank’s Disclosure Memorandum, subject to receipt of an effective release of claims from the employee receiving such severance payment, which release shall be in form and substance reasonably satisfactory to Malvern and First Bank. In addition, Xxxxxxx shall be permitted to grant retention bonuses to Employees of Malvern as of the date of this Agreement who remain employed by Xxxxxxx as of the Effective Time, with such Employees and retention bonus amounts determined mutually between Malvern and First Bank.

Employee Benefits and Contracts. (a) Unless otherwise agreed between First All persons who are employees of Seller or the Bank and a Covered Employee, for the period beginning on the Closing Date and ending on the one year anniversary of the Closing Date (or such shorter period of employment, as the case may be), each employee of Malvern who remains employed by the Surviving Corporation or any First Bank Entity after the Closing Date (each, a “Covered Employee”) shall receive (i) an annual rate of salary or wages and annual cash bonus opportunity that is no less favorable than the annual rate of salary or wages, or bonus opportunity, as applicable, provided to such Covered Employee by Malvern as of immediately prior to the Closing and (ii) benefits (excluding equity and other long-term incentive awards) that are substantially comparable in the aggregate to the benefits provided to similarly situated employees of First Bank; provided, that until such time as First Bank shall cause the Covered Employees to participate in the applicable First Bank employee benefit plans, the continued participation of the Covered Employees in Malvern Benefit Plans shall be deemed to satisfy the foregoing provisions of this clause (it being understood that participation in First Bank’s employee benefit plans may commence at different times with respect to each of First Bank’s employee benefit plans). (b) For purposes of determining a Covered Employee’s eligibility to participate and vesting under First Bank’s employee benefit plans (other than any defined benefit pension plan, post-employment health or welfare plan, or equity incentive plan), the service of a Covered Employee with a Malvern Entity prior to the Effective Time shall be treated as service with a First Bank Entity to the same extent that such service was recognized by the Malvern Entities under a corresponding Malvern Benefit Plan; provided, that such recognition of service shall not (i) operate to duplicate any benefits of a Covered Employee with respect to the same period of service or (ii) apply for purposes of any plan, program, policy, agreement or arrangement (x) under which similarly-situated employees of First Bank Entities do not receive credit for prior service or (y) that is grandfathered or frozen, either with respect to level of benefits or participation. In no event shall any Covered Employee be eligible to participate in any closed or frozen plan of any First Bank Entity. (c) The Malvern Entities shall take all necessary action (including without limitation the adoption of resolutions and plan amendments and the delivery of any required notices) to terminate, effective as of the day before the Closing Date, any Malvern Benefit Plan that is intended to constitute a tax-qualified defined contribution plan under Section 401(k) of the Internal Revenue Code (a “401(k) Plan”). Malvern shall provide First Bank with a copy of the resolutions, plan amendments, notices and other documents prepared to effectuate the termination of the 401(k) Plan in advance and give First Bank a reasonable opportunity to comment on such documents (which comments shall be considered in good faith), and prior to the Closing Date, Malvern shall provide First Bank with the final documentation evidencing that the 401(k) Plan has been terminated. (d) Upon request by First Bank in writing prior to the Closing Date, the Malvern Entities shall cooperate in good faith with First Bank, effective on Closing Date, and conditioned upon the consummation of the transaction contemplated hereby, to amend, freeze, terminate or modify any Malvern Benefit Plan to the extent and in the manner determined by First Bank effective upon the Closing Date (or at such different time mutually agreed to by the parties) and consistent with applicable Law. Malvern shall provide First Bank with a copy of the resolutions, plan amendments, notices and other documents prepared to effectuate the actions contemplated by this Section 7.8(d), as applicable, and give First Bank a reasonable opportunity to comment on such documents (which comments shall be considered in good faith), and prior to the Closing Date, Malvern shall provide First Bank with the final documentation evidencing that the actions contemplated herein have been effectuated. (e) The provisions of this Section 7.8 are solely for the benefit of the Parties to this Agreement, and no employee, any dependent or beneficiary thereof, or any other individual associated therewith shall be regarded for any purpose as a third-party beneficiary of this Agreement. In no event shall the terms of this Agreement: (i) establish, amend, or modify any Malvern Benefit Plan or any employee benefit plan, program, policy, agreement or arrangement maintained or sponsored by First Bank, Malvern or any of their respective Affiliates; (ii) alter or limit the ability of any First Bank Entity (including, after the Closing Date, the Malvern Entities) to amend, modify or terminate any Malvern Benefit Plan or any other employee benefit plan, program, policy, agreement or arrangement after the Closing Date; or (iii) confer upon any current or former employee or other service provider any right to employment or continued employment or continued service with any First Bank Entity (including, following the Closing Date, the Malvern Entities), or constitute or create an employment agreement with any employee, or interfere with or restrict in any way the rights of the Surviving Corporation, Malvern, First Bank or any Subsidiary or Affiliate thereof to discharge or terminate the services of any employee or other service provider at any time for any reason whatsoever. (f) Malvern and Malvern Bank shall take or cause to be taken all such actions as may be necessary to effect the actions set forth below relating to Malvern’s employee stock ownership plan (the “Malvern ESOP”) prior to or simultaneous with the Effective Time, as applicable. Effective on the fifth (5th) Business Day before the Effective Time, the ESOP shall be terminated (the “ESOP Termination Date”). No new participants shall be admitted on or after the ESOP Termination Date and all existing ESOP participants’ accounts shall become fully vested and 100% non-forfeitable. Malvern Bank shall direct the ESOP trustee to remit a sufficient number of shares of Malvern Common Stock held in the Malvern ESOP’s Loan Suspense Account (as defined in Section 2.01(z) of the Malvern ESOP) to Malvern to repay the outstanding ESOP loan in full, with each remitted share to be valued equal to the closing price of Malvern Common Stock on the day immediately prior to the ESOP Termination Date. All remaining shares of Malvern Common Stock held by the ESOP as of the Effective Time shall be exchanged for the Merger Consideration. After repayment of the outstanding ESOP loan and the exchange of the shares of Malvern Common Stock for the Merger Consideration, the Merger Consideration received upon conversion of the remaining shares of Malvern Common Stock held in the Malvern ESOP’s Loan Suspense Account shall be deemed to be earnings and shall be allocated as earnings to the accounts of the ESOP participants who are employed as of the ESOP Termination Date based on their account balances under the ESOP as of the ESOP Termination Date and distributed to ESOP participants after the receipt of a favorable determination letter from the IRS. No benefit distributions shall be made from the ESOP without the prior written consent of First Bank before the IRS issues a favorable determination letter with respect to the tax-qualified status of the ESOP on termination unless otherwise required by law. Prior to the Effective Time, Malvern shall take all such actions as are necessary to submit the application for favorable determination letter in advance of the Effective Time (and to provide First Bank with the opportunity to review the application for a favorable determination letter at least twenty (20) days prior to the filing date with the IRS), and following the Effective Time, First Bank shall use its best efforts in good faith to obtain such favorable determination letter as promptly as possible (including, but not limited to, making such changes to the ESOP as may be required by the IRS as a condition to its issuance of a favorable determination letter). Xxxxxxx, Malvern Bank, and following the Effective Time, First Bank, will adopt such amendments to the ESOP to effect the provisions of this Section 7.8(f). Promptly following the receipt of a favorable determination letter from the IRS regarding the qualified status of the ESOP upon its termination, the account balances in the ESOP shall either be distributed to participants and beneficiaries or transferred to an eligible tax-qualified retirement plan or individual retirement account as a participant or beneficiary may direct. (g) Employees of Malvern as of the date of the Agreement who remain employed by Xxxxxxx as of the Effective Time and whose employment is not specifically terminated at or prior to the Effective Time (collectively, the “Continuing Employees”) shall, at the Effective Time, become employees of Buyer or one of its subsidiaries; provided, however, that in no event shall any of the employees of Seller become officers of Buyer, or acquire any power or duty conferred upon such an officer, in connection with the Merger until duly elected or appointed to such position by First Bank the board of directors of Buyer and in accordance with the bylaws of Buyer following the Effective Time. The Continuing Employees shall be employed at the will of Buyer or Malvern Bank (absent termination for cause) within the time period one of its subsidiaries, and no contractual right to employment shall inure to such employees because of this Agreement except as otherwise expressly set forth in Section 7.8(g)(ithis Agreement. (b) of Malvern’s Disclosure Memorandum shall receive severance pay equal to the amounts set forth in Section 7.8(g) of First Bank’s Disclosure Memorandum, subject to receipt of an effective release of claims from the employee receiving such severance payment, which release shall be in form and substance reasonably satisfactory to Malvern and First Bank. In addition, Xxxxxxx shall be permitted to grant retention bonuses to Employees of Malvern as of the date of this Agreement who remain employed by Xxxxxxx as As of the Effective Time, each Continuing Employee shall be eligible to participate in Buyer’s employee benefit plans with full credit for prior service with Seller or the Bank for purposes of eligibility, benefit levels and vesting. (c) As of the Effective Time, Buyer shall make available employer-provided health and other employee welfare benefit plans to each Continuing Employee and their covered dependents on the same basis as it provides such coverage to Buyer employees and their covered dependents except that any pre-existing condition, eligibility waiting period, or other limitations or exclusions otherwise applicable under such plans to new employees shall not apply to a Continuing Employee or their covered dependents who were covered under a similar plan of Seller or the Bank at the Effective Time; provided, that any pre-existing condition, eligibility waiting period, or other limitation or exclusion applicable to a Continuing Employee and their covered dependents prior to the Effective Time may continue to apply to such Continuing Employee and their covered dependents following the Effective Time. All Continuing Employees who become participants in Buyer’s health plan shall receive credit for any co-payment and deductibles paid under Seller’s or the Bank’s health plan for purposes of satisfying any applicable deductible or out-of-pocket requirements under Buyer’s health plan. (d) Buyer or one of its subsidiaries shall honor any and all vacation or sick leave accrued by employees of Seller and the Bank. Following the Effective Time, Buyer shall or shall cause Bank to honor the Seller Entities’ incentive compensation plans for Continuing Employees for the year ending December 31, 2007. Thereafter, Continuing Employees shall be eligible to participate in incentive compensation plans of Buyer Entities on the same basis as similarly situated employees of Buyer Entities. (e) Buyer shall provide severance and outplacement services to any employees of Seller or the Bank that are terminated in connection with the Merger (prior to or within a year of the Effective Time), in accordance with Buyer’s policies and practices. If any employee of Seller or Bank is terminated in connection with the Merger prior to the close of business on December 31, 2007, Buyer shall provide to such employee, in addition to such severance, an amount equal to the matching contribution (determined at the 2006 matching rate) with respect to Seller’s defined contribution plan and 2007 incentive compensation payment that such employee would otherwise have been entitled to receive had such employee remained employed through December 31, 2007. (f) In order to induce certain employees to remain as employees of Seller or the Bank through the Effective Time or for specified periods after the Effective Time, with the consent of Buyer not to be unreasonably withheld, Seller shall have the right to pay retention bonus bonuses to employees of Seller in amounts determined mutually between Malvern not to exceed in the aggregate the amount set forth on Section 7.9(f) of the Seller Disclosure Memorandum. (g) Simultaneously herewith, Xxxx X. Xxxxxxx, Xx. shall have entered into an employment agreement with Buyer (the “Employment Agreement”). The Employment Agreement shall become effective only upon the consummation of the Merger at the Effective Time. (h) Seller shall use its reasonable best efforts to cause each of Seller’s directors to execute and First Bankdeliver an agreement dated as of the date hereof in the form of Exhibit A pursuant to which he or she will vote his or her shares of Seller Common Stock in favor of this Agreement and the transactions contemplated hereby and a director agreement in the form of Exhibit D. (i) No officer, employee, or other Person (other than the corporate Parties to this Agreement) shall be deemed a third party or other beneficiary of this Agreement, and no such Person shall have any right or other entitlement to enforce any provision of this Agreement or seek any remedy in connection with this Agreement, except as set forth in Section 7.12.

Employee Benefits and Contracts. (a) Unless otherwise agreed between First Bank and a Covered Employee, for the period beginning on the Closing Date and ending on the one year anniversary All Persons who are employees of the Closing Date (or such shorter period of employment, as the case may be), each employee of Malvern who remains employed by the Surviving Corporation or any First Bank Entity after the Closing Date (each, a “Covered Employee”) shall receive (i) an annual rate of salary or wages and annual cash bonus opportunity that is no less favorable than the annual rate of salary or wages, or bonus opportunity, as applicable, provided to such Covered Employee by Malvern as of SB Entities immediately prior to the Closing and (ii) benefits (excluding equity and other long-term incentive awards) that are substantially comparable in the aggregate to the benefits provided to similarly situated employees of First Bank; provided, that until such time as First Bank shall cause the Covered Employees to participate in the applicable First Bank employee benefit plans, the continued participation of the Covered Employees in Malvern Benefit Plans shall be deemed to satisfy the foregoing provisions of this clause (it being understood that participation in First Bank’s employee benefit plans may commence at different times with respect to each of First Bank’s employee benefit plans). (b) For purposes of determining a Covered Employee’s eligibility to participate and vesting under First Bank’s employee benefit plans (other than any defined benefit pension plan, post-employment health or welfare plan, or equity incentive plan), the service of a Covered Employee with a Malvern Entity prior to the Effective Time shall be treated as service with a First Bank Entity to the same extent that such service was recognized by the Malvern Entities under a corresponding Malvern Benefit Plan; provided, that such recognition of service shall not (i) operate to duplicate any benefits of a Covered Employee with respect to the same period of service or (ii) apply for purposes of any plan, program, policy, agreement or arrangement (x) under which similarly-situated employees of First Bank Entities do not receive credit for prior service or (y) that is grandfathered or frozen, either with respect to level of benefits or participation. In no event shall any Covered Employee be eligible to participate in any closed or frozen plan of any First Bank Entity. (c) The Malvern Entities shall take all necessary action (including without limitation the adoption of resolutions and plan amendments and the delivery of any required notices) to terminate, effective as of the day before the Closing Date, any Malvern Benefit Plan that is intended to constitute a tax-qualified defined contribution plan under Section 401(k) of the Internal Revenue Code (a “401(k) Plan”). Malvern shall provide First Bank with a copy of the resolutions, plan amendments, notices and other documents prepared to effectuate the termination of the 401(k) Plan in advance and give First Bank a reasonable opportunity to comment on such documents (which comments shall be considered in good faith), and prior to the Closing Date, Malvern shall provide First Bank with the final documentation evidencing that the 401(k) Plan has been terminated. (d) Upon request by First Bank in writing prior to the Closing Date, the Malvern Entities shall cooperate in good faith with First Bank, effective on Closing Date, and conditioned upon the consummation of the transaction contemplated hereby, to amend, freeze, terminate or modify any Malvern Benefit Plan to the extent and in the manner determined by First Bank effective upon the Closing Date (or at such different time mutually agreed to by the parties) and consistent with applicable Law. Malvern shall provide First Bank with a copy of the resolutions, plan amendments, notices and other documents prepared to effectuate the actions contemplated by this Section 7.8(d), as applicable, and give First Bank a reasonable opportunity to comment on such documents (which comments shall be considered in good faith), and prior to the Closing Date, Malvern shall provide First Bank with the final documentation evidencing that the actions contemplated herein have been effectuated. (e) The provisions of this Section 7.8 are solely for the benefit of the Parties to this Agreement, and no employee, any dependent or beneficiary thereof, or any other individual associated therewith shall be regarded for any purpose as a third-party beneficiary of this Agreement. In no event shall the terms of this Agreement: (i) establish, amend, or modify any Malvern Benefit Plan or any employee benefit plan, program, policy, agreement or arrangement maintained or sponsored by First Bank, Malvern or any of their respective Affiliates; (ii) alter or limit the ability of any First Bank Entity (including, after the Closing Date, the Malvern Entities) to amend, modify or terminate any Malvern Benefit Plan or any other employee benefit plan, program, policy, agreement or arrangement after the Closing Date; or (iii) confer upon any current or former employee or other service provider any right to employment or continued employment or continued service with any First Bank Entity (including, following the Closing Date, the Malvern Entities), or constitute or create an employment agreement with any employee, or interfere with or restrict in any way the rights of the Surviving Corporation, Malvern, First Bank or any Subsidiary or Affiliate thereof to discharge or terminate the services of any employee or other service provider at any time for any reason whatsoever. (f) Malvern and Malvern Bank shall take or cause to be taken all such actions as may be necessary to effect the actions set forth below relating to Malvern’s employee stock ownership plan (the “Malvern ESOP”) prior to or simultaneous with the Effective Time, as applicable. Effective on the fifth (5th) Business Day before the Effective Time, the ESOP shall be terminated (the “ESOP Termination Date”). No new participants shall be admitted on or after the ESOP Termination Date and all existing ESOP participants’ accounts shall become fully vested and 100% non-forfeitable. Malvern Bank shall direct the ESOP trustee to remit a sufficient number of shares of Malvern Common Stock held in the Malvern ESOP’s Loan Suspense Account (as defined in Section 2.01(z) of the Malvern ESOP) to Malvern to repay the outstanding ESOP loan in full, with each remitted share to be valued equal to the closing price of Malvern Common Stock on the day immediately prior to the ESOP Termination Date. All remaining shares of Malvern Common Stock held by the ESOP as of the Effective Time shall be exchanged for the Merger Consideration. After repayment of the outstanding ESOP loan and the exchange of the shares of Malvern Common Stock for the Merger Consideration, the Merger Consideration received upon conversion of the remaining shares of Malvern Common Stock held in the Malvern ESOP’s Loan Suspense Account shall be deemed to be earnings and shall be allocated as earnings to the accounts of the ESOP participants who are employed as of the ESOP Termination Date based on their account balances under the ESOP as of the ESOP Termination Date and distributed to ESOP participants after the receipt of a favorable determination letter from the IRS. No benefit distributions shall be made from the ESOP without the prior written consent of First Bank before the IRS issues a favorable determination letter with respect to the tax-qualified status of the ESOP on termination unless otherwise required by law. Prior to the Effective Time, Malvern shall take all such actions as are necessary to submit the application for favorable determination letter in advance of the Effective Time (and to provide First Bank with the opportunity to review the application for a favorable determination letter at least twenty (20) days prior to the filing date with the IRS), and following the Effective Time, First Bank shall use its best efforts in good faith to obtain such favorable determination letter as promptly as possible (including, but not limited to, making such changes to the ESOP as may be required by the IRS as a condition to its issuance of a favorable determination letter). Xxxxxxx, Malvern Bank, and following the Effective Time, First Bank, will adopt such amendments to the ESOP to effect the provisions of this Section 7.8(f). Promptly following the receipt of a favorable determination letter from the IRS regarding the qualified status of the ESOP upon its termination, the account balances in the ESOP shall either be distributed to participants and beneficiaries or transferred to an eligible tax-qualified retirement plan or individual retirement account as a participant or beneficiary may direct. (g) Employees of Malvern as of the date of the Agreement who remain employed by Xxxxxxx as of the Effective Time and whose employment is terminated by First Bank not terminated, if any, at or Malvern Bank (absent termination for cause) within the time period set forth in Section 7.8(g)(i) of Malvern’s Disclosure Memorandum shall receive severance pay equal prior to the amounts set forth in Section 7.8(gEffective Time (a “Continuing Employee”) shall, at the Effective Time or the effective time of First the Bank Merger, as applicable, become employees of Buyer or Buyer Bank’s Disclosure Memorandum, subject to receipt as applicable. Buyer and Buyer Bank shall honor all SB employment and change of an effective release of claims from the employee receiving such severance payment, which release shall be in form and substance reasonably satisfactory to Malvern and First Bank. In addition, Xxxxxxx shall be permitted to grant retention bonuses to Employees of Malvern control agreements existing as of the date of this Agreement that have been disclosed to Buyer, regardless of whether the employees with such agreements are Continuing Employees or receive new agreements with Buyer. All of the Continuing Employees shall be employed at will, and no contractual right with respect to employment shall inure to such employees because of this Agreement, except as otherwise contemplated by this Agreement. (b) As of the Effective Time, each Continuing Employee shall be employed on the same terms and conditions as similarly situated employees of Buyer Bank and eligible to participate in each of Buyer’s applicable Employee Benefit Plans with full credit for prior service with SB solely for purposes of eligibility and vesting. (c) As of the Effective Time, Buyer shall make available employer-provided benefits under Buyer’s applicable Employee Benefit Plans to each Continuing Employee on the same basis as it provides such coverage to Buyer or Buyer Bank employees. With respect to Buyer’s Employee Benefit Plans providing health coverage, Buyer shall use commercially reasonable efforts to cause any pre-existing condition, eligibility waiting period, or other limitations or exclusions otherwise applicable under such plans to new employees not to apply to a Continuing Employee or their covered dependents who were covered under a similar SB Benefit Plan at the Effective Time of the Merger. In addition, if any such transition occurs during the middle of a plan year, Buyer shall use commercially reasonable efforts to cause any such successor an Employee Benefit Plan of Buyer providing health coverage to give credit towards satisfaction of any annual deductible limitation and out-of-pocket maximum applied under such successor plan for any deductible, co-payment and other cost-sharing amounts previously paid by a Continuing Employee respecting his or her participation in the corresponding SB Benefit Plan during that plan year prior to the transition effective date. Notwithstanding the foregoing, and in lieu of the same, Buyer may continue SB’s health and other employee welfare benefit plans for each Continuing Employee as in effect immediately prior to the Effective Time. (d) Upon not less than ten (10) days’ notice prior to the Closing Date from Buyer to SB, SB shall cause the termination, amendment, or other appropriate modification of each SB Benefit Plan as specified by Buyer in such notice such that no SB Entity shall sponsor or otherwise have any further Liability thereunder in connection with such applicable SB Benefit Plans, effective as of the date which immediately proceeds the Closing Date. Upon such action, participants in such applicable SB Benefit Plans that are described in ERISA Section 3(2) shall be 100% vested in their account balances. (e) Any Continuing Employees who are not parties to an employment, change in control, or other type of agreement that provides for severance or other compensation upon a change in control or upon a separation from service following a change in control, who remain employed by Xxxxxxx Buyer or any of its Subsidiaries as of the Effective Time, and whose employment is terminated by Buyer or any of its Subsidiaries prior to the first anniversary of the Effective Time shall receive, subject to such Continuing Employee’s execution and non-revocation of a general release of claims in a form satisfactory to Buyer, the following severance benefits: two (2) weeks of base salary for each twelve (12) months of such Continuing Employee’s prior employment with SB or any SB Subsidiary; provided, however, that in no event will the total amount of severance for any single Continuing Employee be less than four (4) weeks of such Employees base salary or greater than twenty-six (26) weeks of such base salary. (f) No officer, employee, or other Person (other than the Parties to this Agreement) shall be deemed a third party or other beneficiary of this Section 7.9, and retention bonus amounts determined mutually between Malvern no such Person shall have any right or other entitlement to enforce any provision of this Agreement or seek any remedy in connection with this Agreement, except as set forth in Section 7.12. No provision of this Agreement constitutes or shall be deemed to constitute, an Employee Benefit Plan or other arrangement, an amendment of any Employee Benefit Plan or other arrangement, or any provision of any Employee Benefit Plan or other arrangement. (g) SB shall take all appropriate action to terminate any SB Benefit Plan which provides for a “cash or deferred arrangement” pursuant to Code Section 401(k) (each, a “401(k) Plan”) prior to the Closing Date; provided, however, that Buyer agrees that nothing in this Section 7.9 will require SB to cause the final dissolution and First Bankliquidation of, or to amend (other than as may be required to maintain such plan’s compliance with the Code, ERISA, or other applicable Law), said plan prior to the Closing Date.

Employee Benefits and Contracts. (a) Unless otherwise agreed between First Bank Following the Effective Time, except as contemplated by this Agreement, Xxxxxxx shall provide generally to officers and employees (as a Covered Employee, for the period beginning group) who are actively employed by a Southwest Entity on the Closing Date and ending on the one year anniversary of (“Covered Employees”) while employed by Xxxxxxx following the Closing Date (or such shorter period of employment, as the case may be), each employee of Malvern who remains employed by the Surviving Corporation or any First Bank Entity after the Closing Date (each, a “Covered Employee”) shall receive (i) an annual rate of salary or wages and annual cash bonus opportunity that is no less favorable than the annual rate of salary or wages, or bonus opportunity, as applicable, provided to such Covered benefits under Employee by Malvern as of immediately prior to the Closing and (ii) benefits (excluding equity and other long-term incentive awards) that are substantially comparable in the aggregate to the benefits provided Benefit Plans offered to similarly situated employees of First BankXxxxxxx, including severance benefits in accordance with the applicable severance policy of Xxxxxxx (other than to any Covered Employee who is party to individual agreements or letters that entitle such person to different severance or termination benefits); provided, that until in no event shall any Covered Employee be eligible to participate in any closed or frozen plan of any Xxxxxxx Entity. Until such time as First Bank Xxxxxxx shall cause the Covered Employees to participate in the applicable First Bank employee benefit plansXxxxxxx Employee Benefit Plans, the continued participation of the Covered Employees in Malvern the Southwest Benefit Plans shall be deemed to satisfy the foregoing provisions of this clause (it being understood that participation in First Bank’s employee benefit plans Xxxxxxx’ Employee Benefit Plans may commence at different times with respect to each of First Bank’s employee benefit plansXxxxxxx’ Employee Benefit Plans). (b) . For purposes of determining eligibility to participate and vesting under Xxxxxxx’ Employee Benefit Plans, and for purposes of determining a Covered Employee’s eligibility entitlement to participate and vesting paid time off under First Bank’s employee benefit plans (other than any defined benefit pension plan, post-employment health or welfare plan, or equity incentive plan)Xxxxxxx’ paid time off program, the service of a the Covered Employee Employees with a Malvern Southwest Entity prior to the Effective Time shall be treated as service with a First Bank Xxxxxxx Entity participating in such employee benefit plans, to the same extent that such service was recognized by the Malvern Southwest Entities under for purposes of a corresponding Malvern Benefit Plansimilar benefit plan; provided, that such recognition of service shall not (i) operate to duplicate any benefits of a Covered Employee with respect to the same period of service or (ii) apply for purposes of any plan, program, policy, agreement program or arrangement (x) under which similarly-similarly situated employees of First Bank Xxxxxxx Entities do not receive credit for prior service or service, (y) that is grandfathered or frozen, either with respect to level of benefits or participation. In no event shall any Covered Employee be eligible to participate in any closed , or frozen plan (z) for purposes of any First Bank Entityretiree medical benefits or level of benefits under a defined benefit pension plan. (cb) The Malvern If requested by Xxxxxxx in a writing delivered to Southwest following the date hereof and prior to the Closing Date, the Southwest Entities shall take all necessary action (including without limitation the adoption of resolutions and plan amendments and the delivery of any required notices) to terminate, effective as of no later than the day before the Closing Date, any Malvern Southwest Benefit Plan that is intended to constitute a tax-qualified defined contribution plan under Internal Revenue Code Section 401(k) of the Internal Revenue Code (a “401(k) Plan”). Malvern Southwest shall provide First Bank Xxxxxxx with a copy of the resolutions, plan amendments, notices and other documents prepared to effectuate the termination of the 401(k) Plan Plans in advance and give First Bank Xxxxxxx a reasonable opportunity to comment on such documents (which comments 51 shall be considered in good faith), and prior to the Closing Date, Southwest shall provide Xxxxxxx with the final documentation evidencing that the 401(k) Plans have been terminated. (c) Upon request by Xxxxxxx in writing prior to the Closing Date, the Southwest Entities shall cooperate in good faith with Xxxxxxx prior to the Closing Date to amend, freeze, terminate or modify any other Southwest Benefit Plan to the extent and in the manner determined by Xxxxxxx effective upon the Closing Date (or at such different time mutually agreed to by the parties) and consistent with applicable Law. Southwest shall provide Xxxxxxx with a copy of the resolutions, plan amendments, notices and other documents prepared to effectuate the actions contemplated by this Section 7.8(c), as applicable, and give Xxxxxxx a reasonable opportunity to comment on such documents (which comments shall be considered in good faith), and prior to the Closing Date, Malvern Southwest shall provide First Bank with the final documentation evidencing that the 401(k) Plan has been terminated. (d) Upon request by First Bank in writing prior to the Closing Date, the Malvern Entities shall cooperate in good faith with First Bank, effective on Closing Date, and conditioned upon the consummation of the transaction contemplated hereby, to amend, freeze, terminate or modify any Malvern Benefit Plan to the extent and in the manner determined by First Bank effective upon the Closing Date (or at such different time mutually agreed to by the parties) and consistent with applicable Law. Malvern shall provide First Bank with a copy of the resolutions, plan amendments, notices and other documents prepared to effectuate the actions contemplated by this Section 7.8(d), as applicable, and give First Bank a reasonable opportunity to comment on such documents (which comments shall be considered in good faith), and prior to the Closing Date, Malvern shall provide First Bank Xxxxxxx with the final documentation evidencing that the actions contemplated herein have been effectuated. (ed) The provisions of this Section 7.8 are solely for the benefit of the Parties to this Agreement, and no employeeCovered Employee, any dependent current or beneficiary thereof, former employee or any other individual associated therewith shall be regarded for any purpose as a third-party beneficiary of this Agreement. In no event shall the terms of this Agreement: (i) establish, amend, or modify any Malvern Southwest Benefit Plan or any “employee benefit plan” as defined in Section 3(3) of ERISA, or any other benefit plan, program, policy, agreement or arrangement maintained or sponsored by First BankXxxxxxx, Malvern Southwest or any of their respective Affiliates; (ii) alter or limit the ability of Xxxxxxx or any First Bank Entity Xxxxxxx Subsidiaries (including, after the Closing Date, the Malvern Southwest Entities) to amend, modify or terminate any Malvern Southwest Benefit Plan Plan, employment agreement or any other employee benefit or employment plan, program, policy, agreement or arrangement after the Closing Date; or (iii) confer upon any current or former employee employee, officer, director or other service provider consultant, any right to employment or continued employment or continued service with Xxxxxxx or any First Bank Entity Xxxxxxx Subsidiaries (including, following the Closing Date, the Malvern Southwest Entities), or constitute or create an employment agreement with any employee, or interfere with or restrict in any way the rights of the Surviving Corporation, MalvernSouthwest, First Bank Xxxxxxx or any Subsidiary or Affiliate thereof to discharge or terminate the services of any employee employee, officer, director or other service provider consultant of Southwest or any of its Subsidiaries or affiliates at any time for any reason whatsoever. (f) Malvern and Malvern Bank shall take or cause to be taken all such actions as may be necessary to effect the actions set forth below relating to Malvern’s employee stock ownership plan (the “Malvern ESOP”) prior to or simultaneous with the Effective Time, as applicable. Effective on the fifth (5th) Business Day before the Effective Time, the ESOP shall be terminated (the “ESOP Termination Date”). No new participants shall be admitted on or after the ESOP Termination Date and all existing ESOP participants’ accounts shall become fully vested and 100% non-forfeitable. Malvern Bank shall direct the ESOP trustee to remit a sufficient number of shares of Malvern Common Stock held in the Malvern ESOP’s Loan Suspense Account (as defined in Section 2.01(z) of the Malvern ESOP) to Malvern to repay the outstanding ESOP loan in full, with each remitted share to be valued equal to the closing price of Malvern Common Stock on the day immediately prior to the ESOP Termination Date. All remaining shares of Malvern Common Stock held by the ESOP as of the Effective Time shall be exchanged for the Merger Consideration. After repayment of the outstanding ESOP loan and the exchange of the shares of Malvern Common Stock for the Merger Consideration, the Merger Consideration received upon conversion of the remaining shares of Malvern Common Stock held in the Malvern ESOP’s Loan Suspense Account shall be deemed to be earnings and shall be allocated as earnings to the accounts of the ESOP participants who are employed as of the ESOP Termination Date based on their account balances under the ESOP as of the ESOP Termination Date and distributed to ESOP participants after the receipt of a favorable determination letter from the IRS. No benefit distributions shall be made from the ESOP or without the prior written consent of First Bank before the IRS issues a favorable determination letter with respect to the tax-qualified status of the ESOP on termination unless otherwise required by law. Prior to the Effective Time, Malvern shall take all such actions as are necessary to submit the application for favorable determination letter in advance of the Effective Time (and to provide First Bank with the opportunity to review the application for a favorable determination letter at least twenty (20) days prior to the filing date with the IRS), and following the Effective Time, First Bank shall use its best efforts in good faith to obtain such favorable determination letter as promptly as possible (including, but not limited to, making such changes to the ESOP as may be required by the IRS as a condition to its issuance of a favorable determination letter). Xxxxxxx, Malvern Bank, and following the Effective Time, First Bank, will adopt such amendments to the ESOP to effect the provisions of this Section 7.8(f). Promptly following the receipt of a favorable determination letter from the IRS regarding the qualified status of the ESOP upon its termination, the account balances in the ESOP shall either be distributed to participants and beneficiaries or transferred to an eligible tax-qualified retirement plan or individual retirement account as a participant or beneficiary may directcause. (g) Employees of Malvern as of the date of the Agreement who remain employed by Xxxxxxx as of the Effective Time and whose employment is terminated by First Bank or Malvern Bank (absent termination for cause) within the time period set forth in Section 7.8(g)(i) of Malvern’s Disclosure Memorandum shall receive severance pay equal to the amounts set forth in Section 7.8(g) of First Bank’s Disclosure Memorandum, subject to receipt of an effective release of claims from the employee receiving such severance payment, which release shall be in form and substance reasonably satisfactory to Malvern and First Bank. In addition, Xxxxxxx shall be permitted to grant retention bonuses to Employees of Malvern as of the date of this Agreement who remain employed by Xxxxxxx as of the Effective Time, with such Employees and retention bonus amounts determined mutually between Malvern and First Bank.

Employee Benefits and Contracts. (a) Unless otherwise agreed between First For a period of at least twelve months following the Effective Time, except as contemplated by this Agreement, Purchaser shall provide generally to officers and employees (as a group) who are actively employed by the Company and the Bank and a Covered Employee, for the period beginning on the Closing Date and ending on the one year anniversary of the Closing Date (or such shorter period of employment, as the case may be), each employee of Malvern who remains “Covered Employees”) while employed by the Surviving Corporation or any First the Bank Entity after following the Closing Date with (each, a “Covered Employee”1) shall receive (i) an annual rate of salary base salaries or wages and annual cash bonus opportunity that is base wage rates no less favorable than those in effect immediately before the Effective Time, (2) annual rate of salary or wages, or and quarterly bonus opportunity, as applicable, provided to such Covered Employee by Malvern as of opportunities no less than those in effect immediately prior to the Closing Effective Time, (3) other employee benefits under Employee Benefit Plans, on terms and conditions which when taken as a whole are substantially comparable to either (i) those currently, generally provided by Purchaser and its Subsidiaries to their similarly situated officers and employees or (ii) benefits those provided under the Company Benefit Plans, other than any equity compensation plans. Only for purposes of (excluding equity and other long-term incentive awards1) that are substantially comparable in the aggregate to the benefits provided to similarly situated employees of First Bank; provided, that until such time as First Bank shall cause the Covered Employees eligibility to participate in and vesting under Purchaser’s Employee Benefit Plans, and (2) credit for years of service with the applicable First Bank employee benefit plansCompany for vacation and sick leave accrual, and for no other purpose, the continued participation service of the Covered Employees in Malvern Benefit Plans shall be deemed to satisfy the foregoing provisions of this clause (it being understood that participation in First Bank’s employee benefit plans may commence at different times with respect to each of First Bank’s employee benefit plans). (b) For purposes of determining a Covered Employee’s eligibility to participate and vesting under First Bank’s employee benefit plans (other than any defined benefit pension plan, post-employment health or welfare plan, or equity incentive plan), the service of a Covered Employee with a Malvern Entity prior to the Effective Time shall be treated as service with Purchaser or a First Bank Entity Subsidiary of Purchaser participating in such employee benefit plans, to the same extent that such service was recognized by the Malvern Entities under Company or the Bank for purposes of a corresponding Malvern Benefit Plansimilar benefit plan; provided, provided that such recognition of service shall not (i) operate to duplicate any benefits of a Covered Employee with respect to the same period of service or (ii) apply for purposes of any plan, program, policy, agreement program or arrangement (xA) under which similarly-situated employees of First Bank Entities Purchaser or any Subsidiary of Purchaser do not receive credit for prior service or service, (yB) that is grandfathered or frozen, either with respect to level of benefits or participation, or (C) for purposes of retiree medical benefits or level of benefits under a defined benefit pension plan. In no event shall any Covered Employee Purchaser will use its reasonable best efforts to cause each employee (and employees’ eligible dependents) who participated in the Company’s medical benefits on the closing date to be eligible to participate in any closed or frozen plan of any First Bank EntityPurchaser’s medical benefits immediately following the Closing. (cb) The Malvern Entities If requested by Purchaser in a writing delivered to the Company following the date hereof and at least 10 Business Days prior to the Closing Date, the Company and the Bank shall take all necessary action (including without limitation the adoption of resolutions and plan amendments and the delivery of any required notices) to terminate, effective as of no later than the day before the Closing Date, any Malvern Company Benefit Plan that is intended to constitute a tax-qualified defined contribution plan under Internal Revenue Code Section 401(k) of the Internal Revenue Code (a “401(k) Plan”). Malvern The Company shall provide First Bank Purchaser with a copy of the resolutions, plan amendments, notices and other documents prepared to effectuate the termination of the 401(k) Plan Plans in advance and give First Bank Purchaser a reasonable opportunity to comment on such documents (which comments shall be considered in good faith), and prior to the Closing Date, Malvern the Company shall provide First Bank Purchaser with the final documentation evidencing that the 401(k) Plan has Plans have been terminated. (d) Upon request by First Bank in writing prior to the Closing Date, the Malvern Entities shall cooperate in good faith with First Bank, effective on Closing Date, and conditioned upon the consummation of the transaction contemplated hereby, to amend, freeze, terminate or modify any Malvern Benefit Plan to the extent and in the manner determined by First Bank effective upon the Closing Date (or at such different time mutually agreed to by the parties) and consistent with applicable Law. Malvern shall provide First Bank with a copy of the resolutions, plan amendments, notices and other documents prepared to effectuate the actions contemplated by this Section 7.8(d), as applicable, and give First Bank a reasonable opportunity to comment on such documents (which comments shall be considered in good faith), and prior to the Closing Date, Malvern shall provide First Bank with the final documentation evidencing that the actions contemplated herein have been effectuated. (ec) The provisions of this Section 7.8 7.06 are solely for the benefit of the Parties to this Agreement, and no employeeCovered Employee, any dependent current or beneficiary thereof, former employee or any other individual associated therewith shall be regarded for any purpose as a third-third party beneficiary of this Agreement, other than as provided in Section 7.07. In no event shall the The terms of this AgreementAgreement do not: (i) establish, amend, or modify any Malvern Company Benefit Plan or any “employee benefit plan” as defined in Section 3(3) of ERISA, or any other benefit plan, program, policy, agreement or arrangement maintained or sponsored by First BankPurchaser, Malvern the Company or any of their respective Affiliates; (ii) alter or limit the ability of Purchaser or any First Bank Entity Subsidiary of Purchaser (including, after the Closing Date, the Malvern EntitiesCompany and the Bank) to amend, modify or terminate any Malvern Company Benefit Plan Plan, employment agreement or any other employee benefit or employment plan, program, policy, agreement or arrangement after the Closing Date; or (iii) confer upon any current or former employee employee, officer, director or other service provider consultant, any right to employment or continued employment or continued service with Purchaser or any First Bank Entity Subsidiary of Purchaser (including, following the Closing Date, the Malvern EntitiesCompany and Purchaser), or constitute or create an employment agreement with any employee, or interfere with or restrict in any way the rights of the Surviving Corporation, Malvern, First Bank or any Subsidiary or Affiliate thereof to discharge or terminate the services of any employee or other service provider at any time for any reason whatsoever. (fd) Malvern and Malvern Bank The Company shall take or use its reasonable best efforts to cause to be taken all such actions as may be necessary to effect each of the actions individuals set forth below relating on Exhibit D hereto to Malvern’s employee stock ownership plan (the “Malvern ESOP”) enter into a 2016 Retention Pool and Long Term Incentive Award Agreement with MidFirst promptly and in any event prior to or simultaneous with the Effective TimeClosing, as applicable. Effective on in the fifth last form proposed by Purchaser prior to the date hereof. (5the) No more than two Business Day before Days prior to the Effective TimeClosing, the ESOP Company shall be terminated (the “ESOP Termination Date”). No new participants shall be admitted on or after the ESOP Termination Date and all existing ESOP participants’ accounts shall become fully vested and 100% non-forfeitable. Malvern Bank shall direct the ESOP trustee to remit a sufficient number of shares of Malvern Common Stock held in the Malvern ESOP’s Loan Suspense Account (as defined in update Section 2.01(z4.21(d) of the Malvern ESOP) to Malvern to repay the outstanding ESOP loan in full, with each remitted share to be valued equal to the closing price of Malvern Common Stock on the day immediately prior to the ESOP Termination Date. All remaining shares of Malvern Common Stock held by the ESOP Disclosure Schedule so that it is current as of the Effective Time shall be exchanged for the Merger Consideration. After repayment of the outstanding ESOP loan and the exchange of the shares of Malvern Common Stock for the Merger Consideration, the Merger Consideration received upon conversion of the remaining shares of Malvern Common Stock held in the Malvern ESOP’s Loan Suspense Account shall be deemed to be earnings and shall be allocated as earnings to the accounts of the ESOP participants who are employed as of the ESOP Termination Date based on their account balances under the ESOP as of the ESOP Termination Date and distributed to ESOP participants after the receipt of a favorable determination letter from the IRS. No benefit distributions shall be made from the ESOP without the prior written consent of First Bank before the IRS issues a favorable determination letter with respect to the tax-qualified status of the ESOP on termination unless otherwise required by law. Prior to the Effective Time, Malvern shall take all such actions as are necessary to submit the application for favorable determination letter in advance of the Effective Time (and to provide First Bank with the opportunity to review the application for a favorable determination letter at least twenty (20) days prior to the filing date with the IRS), and following the Effective Time, First Bank shall use its best efforts in good faith to obtain such favorable determination letter as promptly as possible (including, but not limited to, making such changes to the ESOP as may be required by the IRS as a condition to its issuance of a favorable determination letter). Xxxxxxx, Malvern Bank, and following the Effective Time, First Bank, will adopt such amendments to the ESOP to effect the provisions of this Section 7.8(f). Promptly following the receipt of a favorable determination letter from the IRS regarding the qualified status of the ESOP upon its termination, the account balances in the ESOP shall either be distributed to participants and beneficiaries or transferred to an eligible tax-qualified retirement plan or individual retirement account as a participant or beneficiary may directdate. (g) Employees of Malvern as of the date of the Agreement who remain employed by Xxxxxxx as of the Effective Time and whose employment is terminated by First Bank or Malvern Bank (absent termination for cause) within the time period set forth in Section 7.8(g)(i) of Malvern’s Disclosure Memorandum shall receive severance pay equal to the amounts set forth in Section 7.8(g) of First Bank’s Disclosure Memorandum, subject to receipt of an effective release of claims from the employee receiving such severance payment, which release shall be in form and substance reasonably satisfactory to Malvern and First Bank. In addition, Xxxxxxx shall be permitted to grant retention bonuses to Employees of Malvern as of the date of this Agreement who remain employed by Xxxxxxx as of the Effective Time, with such Employees and retention bonus amounts determined mutually between Malvern and First Bank.

Employee Benefits and Contracts. (a) Unless otherwise agreed between First Bank Following the Effective Time, SBC shall maintain or cause to be maintained employee benefit plans and a Covered Employee, compensation opportunities for the period beginning benefit of employees (as a group) who are full-time active employees of the Company and its Subsidiaries on the Closing Date and ending on the one year anniversary of the Closing Date (or such shorter period of employment, as the case may be), each employee of Malvern who remains employed by the Surviving Corporation or any First Bank Entity after the Closing Date (each, a “Covered EmployeeEmployees”) shall receive (i) an annual rate of salary or wages that provide employee benefits and annual cash bonus opportunity that is no less favorable than compensation opportunities which, in the annual rate of salary or wagesaggregate, or bonus opportunity, as applicable, provided to such Covered Employee by Malvern as of immediately prior to the Closing and (ii) benefits (excluding equity and other long-term incentive awards) that are substantially comparable in the aggregate to the employee benefits provided and compensation opportunities that are made available on a uniform and non-discriminatory basis to similarly situated employees of First BankSBC or its Subsidiaries, as applicable; provided, that until such time as First Bank shall cause the Covered Employees to participate in the applicable First Bank employee benefit plans, the continued participation of the Covered Employees in Malvern Benefit Plans shall be deemed to satisfy the foregoing provisions of this clause (it being understood that participation in First Bank’s employee benefit plans may commence at different times with respect to each of First Bank’s employee benefit plans). (b) For purposes of determining a Covered Employee’s eligibility to participate and vesting under First Bank’s employee benefit plans (other than any defined benefit pension plan, post-employment health or welfare plan, or equity incentive plan), the service of a Covered Employee with a Malvern Entity prior to the Effective Time shall be treated as service with a First Bank Entity to the same extent that such service was recognized by the Malvern Entities under a corresponding Malvern Benefit Plan; providedhowever, that such recognition of service shall not (i) operate to duplicate any benefits of a Covered Employee with respect to the same period of service or (ii) apply for purposes of any plan, program, policy, agreement or arrangement (x) under which similarly-situated employees of First Bank Entities do not receive credit for prior service or (y) that is grandfathered or frozen, either with respect to level of benefits or participation. In in no event shall any Covered Employee be eligible to participate in any closed or frozen plan of SBC or its Subsidiaries. SBC shall give the Covered Employees full credit for their prior service with the Company and its Subsidiaries (i) for purposes of eligibility (including initial participation and eligibility for current benefits) and vesting under any First Bank Entityqualified or non-qualified employee benefit plan maintained by SBC and in which Covered Employees may be eligible to participate and (ii) for all purposes under any welfare benefit plans, vacation plans and similar arrangements maintained by SBC. (b) With respect to any employee benefit plan of SBC that is a health, dental, vision or other welfare plan in which any Covered Employee is eligible to participate, for the plan year in which such Covered Employee is first eligible to participate, SBC or its applicable Subsidiary shall use its commercially reasonable best efforts to (i) cause any pre-existing condition limitations or eligibility waiting periods under such SBC or Subsidiary plan to be waived with respect to such Covered Employee to the extent such condition was or would have been covered under the Company Benefit Plan in which such Covered Employee participated immediately prior to the Effective Time, and (ii) recognize any health, dental, vision or other welfare expenses incurred by such Covered Employee in the year that includes the Closing Date (or, if later, the year in which such Covered Employee is first eligible to participate) for purposes of any applicable deductible and annual out-of-pocket expense requirements under any such health, dental, vision or other welfare plan. (c) The Malvern Entities Prior to the Effective Time, the Company shall take take, and shall cause its Subsidiaries to take, all actions requested by SBC that may be necessary action or appropriate to (including without limitation i) cause one or more the adoption of resolutions and plan amendments and the delivery of any required notices) Company Benefits Plans to terminate, effective terminate as of the day before Effective Time, or as of the Closing Datedate immediately preceding the Effective Time, (ii) cause benefit accruals and entitlements under any Malvern the Company Benefit Plan that is intended to constitute a tax-qualified defined contribution plan under Section 401(k) cease as of the Internal Revenue Code (a “401(k) Plan”). Malvern shall provide First Bank with a copy Effective Time, or as of the date immediately preceding the Effective Time, (iii) cause the continuation on and after the Effective Time of any contract, arrangement or insurance policy relating to any Company Benefit Plan for such period as may be requested by SBC, or (iv) facilitate the merger of any Company Benefit Plan into any employee benefit plan maintained by SBC or an SBC Subsidiary. All resolutions, plan amendmentsnotices, notices and or other documents prepared to effectuate issued, adopted or executed in connection with the termination implementation of the 401(kthis Section 4.14(c) Plan in advance and give First Bank a reasonable opportunity to comment on such documents (which comments shall be considered in good faith)subject to SBC’s reasonable prior review and approval, and prior to the Closing Datewhich shall not be unreasonably withheld, Malvern shall provide First Bank with the final documentation evidencing that the 401(k) Plan has been terminatedconditioned or delayed. (d) Upon request by First Bank Nothing in writing prior to the Closing Date, the Malvern Entities shall cooperate in good faith with First Bank, effective on Closing Date, and conditioned upon the consummation of the transaction contemplated hereby, to amend, freeze, terminate or modify any Malvern Benefit Plan to the extent and in the manner determined by First Bank effective upon the Closing Date (or at such different time mutually agreed to by the parties) and consistent with applicable Law. Malvern shall provide First Bank with a copy of the resolutions, plan amendments, notices and other documents prepared to effectuate the actions contemplated by this Section 7.8(d), as applicable, and give First Bank a reasonable opportunity to comment on such documents (which comments 4.14 shall be considered in good faith), and prior construed to limit the Closing Date, Malvern shall provide First Bank with the final documentation evidencing that the actions contemplated herein have been effectuated. (e) The provisions right of this Section 7.8 are solely for the benefit of the Parties to this Agreement, and no employee, any dependent or beneficiary thereof, or any other individual associated therewith shall be regarded for any purpose as a third-party beneficiary of this Agreement. In no event shall the terms of this Agreement: (i) establish, amend, or modify any Malvern Benefit Plan or any employee benefit plan, program, policy, agreement or arrangement maintained or sponsored by First Bank, Malvern SBC or any of their respective Affiliates; (ii) alter or limit the ability of any First Bank Entity (including, after the Closing Date, the Malvern Entities) to amend, modify or terminate any Malvern Benefit Plan or any other employee benefit plan, program, policy, agreement or arrangement after the Closing Date; or (iii) confer upon any current or former employee or other service provider any right to employment or continued employment or continued service with any First Bank Entity its Subsidiaries (including, following the Closing Date, the Malvern Entities)Company and its Subsidiaries) to amend or terminate any Company Benefit Plan or other employee benefit plan, to the extent such amendment or constitute or create an employment agreement with any employee, or interfere with or restrict in any way termination is permitted by the rights terms of the Surviving Corporationapplicable plan, Malvern, First Bank nor shall anything in this Section 4.14 be construed to require SBC or any Subsidiary or Affiliate thereof of its Subsidiaries (including, following the Closing Date, the Company and its Subsidiaries) to discharge or terminate retain the services employment of any employee or other service provider at any time particular Covered Employee for any reason whatsoeverfixed period of time following the Closing Date, and the continued retention (or termination) by SBC or any of its Subsidiaries of any Covered Employee subsequent to the Effective Time shall be subject in all events to SBC’s or its applicable Subsidiary’s normal and customary employment procedures and practices, including customary background screening and evaluation procedures, and satisfactory employment performance. (e) If, within six (6) months after the Effective Time, any Covered Employee is terminated by SBC or its Subsidiaries other than “for cause” or as a result of unsatisfactory job performance, then SBC shall pay severance to such Covered Employee in an amount as set forth in the severance policies set forth in Section 4.14(e)(i) of the SBC Disclosure Letter (and based upon the non-exempt and exempt status and/or title for the Covered Employee with the Company at the Closing). Any severance to which a Covered Employee may be entitled in connection with a termination occurring more than six (6) months after the Effective Time will be as set forth in the severance policies set forth in Section 4.14 (e)(ii) of the SBC Disclosure Letter. (f) Malvern and Malvern Bank shall take or cause to be taken all such actions as may be necessary to effect the actions set forth below relating to Malvern’s employee stock ownership plan (the “Malvern ESOP”) prior to or simultaneous with At the Effective Time, Seacoast shall assume the obligations of the Company’s salary continuation plans as applicable. Effective on described in Section 3.3(j)(i) of the fifth Company Disclosure Letter. (5thg) Business Day before At the Effective Time, the ESOP Company shall be terminated pay to Dxxxxx X. XxXxxxx the amounts owed him in accordance with, and subject to (including any limitation necessary to avoid disallowance of any deduction due to the “ESOP Termination Date”application of Internal Revenue Code Section 280G or the provisions of that certain Separation Agreement entered into at the Effective Time between Mssr. MxXxxxx and the Company). No new participants shall be admitted on or after , the ESOP Termination Date terms of his employment agreement, as amended, and all existing ESOP participants’ accounts shall become fully vested and 100% non-forfeitable. Malvern Bank shall direct the ESOP trustee to remit a sufficient number of shares of Malvern Common Stock held in the Malvern ESOP’s Loan Suspense Account (as defined included in Section 2.01(z3.3(j)(i) of the Malvern ESOPCompany Disclosure Letter. (h) to Malvern to repay the outstanding ESOP loan in full, with each remitted share to be valued equal to the closing price of Malvern Common Stock on the day immediately prior to the ESOP Termination Date. All remaining shares of Malvern Common Stock held by the ESOP as of If the Effective Time shall be exchanged for the Merger Consideration. After repayment of the outstanding ESOP loan and the exchange of the shares of Malvern Common Stock for the Merger Considerationoccurs during 2014, the Merger Consideration received upon conversion of the remaining shares of Malvern Common Stock held in the Malvern ESOP’s Loan Suspense Account shall be deemed to be earnings and shall be allocated as earnings then Seacoast will pay to the accounts of the ESOP Bank participants who are employed as of the ESOP Termination Date based on their account balances under the ESOP soon as of the ESOP Termination Date and distributed to ESOP participants after the receipt of a favorable determination letter from the IRS. No benefit distributions shall be made from the ESOP without the prior written consent of First Bank before the IRS issues a favorable determination letter with respect to the tax-qualified status of the ESOP on termination unless otherwise required by law. Prior to the Effective Time, Malvern shall take all such actions as are necessary to submit the application for favorable determination letter practicable in advance of the Effective Time 2015 (and to provide First the extent that such participants have not previously been paid by the Bank with for calendar year 2014) the opportunity to review amounts such participants would have received from the application Bank for a favorable determination letter at least twenty (20) days prior 2014 pursuant to the filing date with Bank 2014 Executive Incentive Plan and as if the IRSMerger had not occurred), and following the Effective Time, First Bank shall use its best efforts . Notwithstanding anything in good faith to obtain such favorable determination letter as promptly as possible (including, but not limited to, making such changes this Agreement to the ESOP as may be required by the IRS as a condition to its issuance of a favorable determination letter). Xxxxxxx, Malvern Bank, and following the Effective Time, First Bank, will adopt such amendments to the ESOP to effect the provisions of this Section 7.8(f). Promptly following the receipt of a favorable determination letter from the IRS regarding the qualified status of the ESOP upon its terminationcontrary, the account balances in the ESOP shall either be distributed to Bank participants and beneficiaries or transferred to an eligible tax-qualified retirement plan or individual retirement account as a participant or beneficiary may direct. (g) Employees of Malvern as of the date of the Agreement who remain employed by Xxxxxxx as of the Effective Time and whose employment is terminated by First Bank or Malvern Bank (absent termination for cause) within the time period set forth in Section 7.8(g)(i) of Malvern’s Disclosure Memorandum shall receive severance pay equal to payments under the amounts set forth Bank 2014 Executive Inventive Plan in Section 7.8(g) lieu of First Bank’s Disclosure Memorandumparticipation in any similar Seacoast incentive, subject to receipt of an effective release of claims from bonus or other compensation plan for the employee receiving such severance payment, which release shall be in form and substance reasonably satisfactory to Malvern and First Bank. In addition, Xxxxxxx shall be permitted to grant retention bonuses to Employees of Malvern as of the date of this Agreement who remain employed by Xxxxxxx as of the Effective Time, with such Employees and retention bonus amounts determined mutually between Malvern and First Bankcalendar year 2014.