Common use of Employee Benefits and Contracts Clause in Contracts

Employee Benefits and Contracts. (a) For a period of one year following the Effective Time, 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 (“Covered Employees”) while employed by such Buyer Entity following the Closing Date employee benefits under Buyer Benefit Plans, on terms and conditions which are, in the aggregate, substantially comparable to those provided by Buyer Entities to their similarly situated employees; provided, that 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 Buyer shall cause the Covered Employees to participate in the applicable Buyer Benefit Plans, the continued participation of the Covered Employees in the Seller Benefit Plans shall be deemed to satisfy the foregoing provisions of this clause (it being understood that participation in Buyer Benefit Plans may commence at different times with respect to each of Buyer Benefit Plans). For purposes of determining eligibility to participate and vesting under Buyer Benefit Plans, and for purposes of determining a Covered Employee’s entitlement to paid time off under the applicable Buyer Entity’s paid time off program, the service of the Covered Employees with a Seller Entity prior to the Effective Time shall be treated as service with a Buyer Entity participating in such Buyer Benefit Plans, to the same extent that such service was formally recognized by the Seller Entities for purposes of a similar 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 or arrangement (x) under which similarly-situated employees of Buyer Entities do not receive credit for prior 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.

Employee Benefits and Contracts. (a) For a period of one year following the Effective Time, except Except as contemplated by this Agreement, any Buyer Entity from and after the Effective Time and while employed by Xxxxxxx, Xxxxxxx shall provide generally to the officers and employees who are actively employed by a Seller First Texas Entity on the Closing Date (“Covered Employees”) while employed by such Buyer Entity following the Closing Date employee benefits under Buyer Simmons’ Employee Benefit PlansPlans that are offered to similarly situated employees of Simmons, on terms and conditions which areincluding, severance benefits in accordance with the aggregate, substantially comparable 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 by Buyer Entities to their similarly situated employeesunder Simmons’ xxxxxxxxx policy); provided, that in no event shall any Covered Employee be eligible to participate in any closed or frozen plan of any Buyer Simmons Entity. Until such time as Buyer shall cause the Covered Employees to participate commence participation in the applicable Buyer Employee Benefit PlansPlans of Simmons, the Covered Employees’ continued participation of the Covered Employees in the Seller 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 Buyer Simmons’ Employee Benefit Plans may commence at different times with respect to each of Buyer Simmons’ Employee Benefit Plans). For purposes of determining a Covered Employee’s eligibility to participate in, and vesting under Buyer under, Simmons’ Employee Benefit Plans, and for purposes of determining a Covered Employee’s entitlement to paid time off under the applicable Buyer Entity’s Simmons’ paid time off program, the each Covered Employee’s service of the Covered Employees with a Seller First Texas Entity prior to the Effective Time shall be treated as service by such Covered Employee with a Buyer Entity participating in such Buyer Benefit PlansSimmons Entity, to the same extent that such service was formally recognized by the Seller First Texas Entities for purposes of a similar benefit planFirst 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 or arrangement (x) under which similarly-situated employees of Buyer Simmons Entities do not receive credit for prior 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.

Employee Benefits and Contracts. (a) For a period of one year following Following the Effective Time, except as contemplated by this Agreement, any Buyer Entity Xxxxxxx shall provide generally to officers and employees (as a group) who are actively employed by a Seller Southwest Entity on the Closing Date (“Covered Employees”) while employed by such Buyer Entity Xxxxxxx following the Closing Date employee benefits under Buyer Employee Benefit Plans, on terms and conditions which are, in the aggregate, substantially comparable Plans offered to those provided by Buyer Entities to their similarly situated employeesemployees of Xxxxxxx, 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 in no event shall any Covered Employee be eligible to participate in any closed or frozen plan of any Buyer Xxxxxxx Entity. Until such time as Buyer Xxxxxxx shall cause the Covered Employees to participate in the applicable Buyer Xxxxxxx Employee Benefit Plans, the continued participation of the Covered Employees in the Seller Southwest Benefit Plans shall be deemed to satisfy the foregoing provisions of this clause (it being understood that participation in Buyer Xxxxxxx’ Employee Benefit Plans may commence at different times with respect to each of Buyer Xxxxxxx’ Employee Benefit Plans). For purposes of determining eligibility to participate and vesting under Buyer Xxxxxxx’ Employee Benefit Plans, and for purposes of determining a Covered Employee’s entitlement to paid time off under the applicable Buyer Entity’s Xxxxxxx’ paid time off program, the service of the Covered Employees with a Seller Southwest Entity prior to the Effective Time shall be treated as service with a Buyer Xxxxxxx Entity participating in such Buyer Benefit Plansemployee benefit plans, to the same extent that such service was formally recognized by the Seller Southwest Entities for purposes of a similar 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 or arrangement (x) under which similarly-similarly situated employees of Buyer Simmons Entities do not receive credit for prior 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.

Employee Benefits and Contracts. (a) For a period of one year following the Effective Time, except as contemplated by this Agreement, any Buyer Entity WSFS shall, or shall cause the Surviving Corporation to, provide generally to employees who are actively employed by a Seller Bryn Mawr Entity on at the Closing Date Effective Time (“Covered Employees”) while employed by such Buyer Entity WSFS following the Closing Date employee benefits under Buyer WSFS Benefit Plans, on terms and conditions which are, in the aggregate, substantially comparable to those provided by Buyer WSFS Entities to their similarly situated employees; provided, that in no event shall any Covered Employee be eligible to participate in any closed or frozen plan of any Buyer WSFS Entity. Until such time as Buyer WSFS shall cause the Covered Employees to participate in the applicable Buyer WSFS Benefit Plans, the continued participation of the Covered Employees in the Seller Bryn Mawr Benefit Plans shall be deemed to satisfy the foregoing provisions of this clause (it being understood that participation in Buyer WSFS Benefit Plans may commence at different times with respect to each of Buyer WSFS Benefit Plans). For purposes of determining eligibility to participate and vesting under Buyer WSFS Benefit Plans, and for purposes of determining a Covered Employee’s entitlement to paid time off under the applicable Buyer EntityWSFS’s paid time off program, the service of the Covered Employees with a Seller Bryn Mawr Entity prior to the Effective Time shall be treated as service with a Buyer WSFS Entity participating in such Buyer WSFS Benefit Plans, to the same extent that such service was formally recognized by the Seller Bryn Mawr Entities for purposes of a similar 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 or arrangement (x) under which similarly-situated employees of Buyer WSFS Entities do not receive credit for prior 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.

Employee Benefits and Contracts. (a) For a period of one year following the Effective Time (or, if earlier, until the date of termination of the applicable Covered Employee following the Effective Time), except as contemplated by this AgreementVeritex shall, any Buyer Entity or shall cause the Surviving Corporation to, provide generally to employees who are actively employed by a Seller Green Entity on immediately prior to the Closing Date Effective Time who continue to be employed by Veritex or the Surviving Corporation immediately following the Effective Time (“Covered Employees”) while employed by such Buyer Entity following the Closing Date with employee benefits under Buyer Veritex Benefit Plans, on terms and conditions which are, in the aggregate, substantially comparable to those provided by Buyer Veritex Entities to their similarly situated employees, including severance benefits (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 in no event shall any Covered Employee be eligible to participate in any Veritex Entity to the extent such plan is closed or frozen plan as of the date hereof. In addition, without limiting the foregoing, Veritex shall pay the amount of any Buyer Entitycash 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 Buyer Veritex shall cause the Covered Employees to participate in the applicable Buyer Veritex Benefit Plans, the continued participation of the Covered Employees in the Seller Green Benefit Plans shall be deemed to satisfy the foregoing provisions of this clause (it being understood that participation in Buyer Veritex Benefit Plans may commence at different times with respect to each of Buyer Veritex Benefit Plans). For purposes of determining eligibility to participate and vesting under Buyer Veritex Benefit Plans, and for purposes of determining a Covered Employee’s entitlement to paid time off under the applicable Buyer EntityVeritex’s paid time off program, the service of the Covered Employees with a Seller Green Entity prior to the Effective Time shall be treated as service with a Buyer Veritex Entity participating in such Buyer Veritex Benefit Plans, to the same extent that such service was formally recognized by the Seller Green Entities for purposes of a similar 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 or arrangement (x) under which similarly-Veritex has not previously provided such recognition of service to similarly situated acquired employees of Buyer Entities do not receive credit for prior servicein acquisition transactions, (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.

Employee Benefits and Contracts. (a) For a period of one year following Following the Effective Time, except as contemplated by this AgreementFIRST BANKING shall either (i) continue to provide to officers and employees of the WAYNX Xxxities employee benefits under WAYNE's existing employee benefit and welfare plans or, any Buyer Entity (ii) if FIRST BANKING shall determine to provide to officers and employees of the WAYNX Xxxities employee benefits under other employee benefit plans and welfare plans, provide generally to officers and employees who are actively employed by a Seller Entity on of the Closing Date (“Covered Employees”) while employed by such Buyer Entity following the Closing Date WAYNX Xxxities employee benefits under Buyer Benefit Plansemployee benefit and welfare plans, on terms and conditions which are, in the aggregate, when taken as a whole are substantially comparable similar to those currently provided by Buyer the FIRST BANKING Entities to their similarly situated officers and employees; provided, that 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 Buyer shall cause the Covered Employees to participate in the applicable Buyer Benefit Plans, the continued participation of the Covered Employees in the Seller Benefit Plans shall be deemed to satisfy the foregoing provisions of this clause (it being understood that participation in Buyer Benefit Plans may commence at different times with respect to each of Buyer Benefit Plans). For purposes of determining eligibility to participate participation and vesting (but not accrual of benefits) under Buyer Benefit PlansFIRST BANKING's employee benefit plans, (i) service under any qualified defined benefit plan of WAYNX xxxll be treated as service under FIRST BANKING's defined benefit plan, if any, (ii) service under any qualified defined contribution plans of WAYNX xxxll be treated as service under FIRST BANKING's qualified defined contribution plans, and for purposes (iii) service under any other employee benefit plans of determining a Covered Employee’s entitlement WAYNX xxxll be treated as service under any similar employee benefit plans maintained by FIRST BANKING. With respect to paid time off under the applicable Buyer Entity’s paid time off program, the service officers and employees of the Covered Employees with WAYNX Xxxities who, at or after the Effective Time, become employees of a Seller FIRST BANKING Entity and who, immediately prior to the Effective Time Time, are participants in one or more employee welfare benefit plans maintained by the WAYNX Xxxities, FIRST BANKING shall be treated as service with cause each comparable employee welfare benefit plan which is substituted for a Buyer Entity participating in such Buyer Benefit PlansWAYNX xxxfare 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 same extent that application of any pre-existing condition limitation, and to provide credit towards satisfaction of any deductible or out-of-pocket provisions for expenses incurred by such service was formally recognized by participants during the Seller Entities for purposes of a similar benefit plan; providedperiod prior to such substitution, if any, that overlaps with the then current plan year for each such recognition substituted employee welfare benefit plans. FIRST BANKING also shall cause the Surviving Bank and its Subsidiaries to honor in accordance with their terms all employment, severance, consulting and other compensation Contracts disclosed in Section 8.13 of service shall not (i) operate the WAYNX Xxxclosure Memorandum to duplicate FIRST BANKING between any benefits of a Covered Employee with respect to the same period of service WAYNX Xxxity and any current or (ii) apply former director, officer, or employee thereof, and all provisions for purposes of any plan, program or arrangement (x) under which similarly-situated employees of Buyer Entities do not receive credit for prior service, (y) that is grandfathered or frozen, either with respect to level of vested benefits or participation, other vested amounts earned or (z) for purposes of retiree medical benefits or level of benefits accrued through the Effective Time under a defined benefit pension planthe WAYNX Xxxefit Plans.

Employee Benefits and Contracts. (a) For a period of one year following Following the Effective Time, except as contemplated by this Agreement, any Buyer Entity shall provide generally to officers and employees who are actively employed by a Seller Entity on of the Closing Date Target Entities as of the Effective Time (“Covered Affected Employees”) while employed by such Buyer Entity following the Closing Date employee benefits under employee benefit and welfare plans (other than any frozen or grandfathered plans, which includes the Buyer Benefit PlansEntities’ defined benefit pension plans and retiree medical plans), on terms and conditions which are, in the aggregate, when taken as a whole are substantially comparable similar to those currently provided by the Buyer Entities to their similarly situated officers and employees; provided, that in no event shall any Covered Employee be eligible to participate in any closed or frozen plan of any Buyer Entity. Until until such time as Buyer shall cause the Covered Affected Employees to participate in the applicable benefit plans of the Buyer Benefit PlansEntities, the an Affected Employee’s continued participation in the benefit plans of the Covered Employees in the Seller Benefit Plans Target Entities shall be deemed to satisfy the foregoing provisions of this clause sentence (it being understood that participation in the Buyer Benefit Plans plans may commence at different times with respect to each Buyer plan); provided, further, that, for a period of 12 months after the Effective Time, Buyer Benefit Plans)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 determining eligibility to participate participation, vesting and vesting benefit accrual under Buyer Benefit Plans, and for purposes of determining a Covered EmployeeBuyer’s entitlement to paid time off under the applicable Buyer Entity’s paid time off programemployee benefit plans, the service of the Covered Affected Employees with a Seller Entity prior to the Effective Time shall be treated as service with a Buyer Entity participating in such Buyer Benefit Plans, 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 formally recognized by the Seller Entities for purposes of a similar benefit plan; provided, that such recognition of service credit shall not be provided (ix) operate to duplicate under any benefits defined benefit pension plans or retiree medical plans or programs of a Covered Employee Buyer and its Affiliates or with respect to the same period level of service allocations to any retirement plans of Buyer and its Affiliates, (y) if it would result in a duplication of benefits or (iiz) apply 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 purposes of any plan, program or arrangement (x) under which similarly-past service to similarly situated employees of Buyer Entities do not receive credit for prior 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 planits Affiliates.

Employee Benefits and Contracts. (a) For a period of one year following Following the Effective Time, except as contemplated by this Agreement, any Buyer Entity WSFS shall provide generally to officers and employees (as a group) who are actively employed by a Seller an Alliance Entity on the Closing Date (“Covered Employees”) while employed by such Buyer any WSFS Entity following the Closing Date employee benefits under Buyer Employee Benefit Plans, on terms and conditions which are, in the aggregate, substantially when taken as a whole are comparable to those currently provided by Buyer WSFS Entities to their similarly situated officers and employees; provided, that in no event shall any Covered Employee be eligible to participate in any closed or frozen plan of any Buyer WSFS Entity. Until such time as Buyer WSFS shall cause the Covered Employees to participate in the applicable Buyer WSFS Employee Benefit Plans, the continued participation of the Covered Employees in the Seller Alliance Benefit Plans shall be deemed to satisfy the foregoing provisions of this clause (it being understood that participation in Buyer WSFS’s Employee Benefit Plans may commence at different times with respect to each of Buyer WSFS’s Employee Benefit Plans). For purposes of determining eligibility to participate participation, vesting and vesting benefit accrual under Buyer WSFS’s Employee Benefit Plans, and for purposes of determining a Covered Employee’s entitlement to paid time off under the applicable Buyer Entity’s paid time off program, the service of the Covered Employees with a Seller Entity prior to the Effective Time shall be treated as service with a Buyer WSFS Entity participating in such Buyer Benefit Plansemployee benefit plans, to the same extent that such service was formally recognized by the Seller Alliance Entities for purposes of a similar 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 or arrangement (x) under which similarly-situated employees of Buyer Entities do not receive credit for prior service, (y) that is grandfathered or frozen, either with respect to level of benefits or participation, or (zy) for purposes of retiree medical benefits or level of benefits under a defined benefit pension plan. 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 Employees referenced herein.

Employee Benefits and Contracts. (a) For a period of one year following Following the Effective Time, except as contemplated by this Agreementbut in no event earlier than the consolidation of Triangle's depository institution Subsidiaries with Centura's depository institution Subsidiaries, any Buyer Entity Centura shall provide generally to officers and employees of the Triangle Companies, who are actively employed by at or after the Effective Time become employees of a Seller Entity on Centura Company (the Closing Date (“Covered "Continuing Employees”) while employed by such Buyer Entity following the Closing Date "), employee benefits under Buyer Benefit Plans, employee benefit plans on terms and conditions which are, in the aggregate, when taken as a whole are substantially comparable equivalent to those currently provided by Buyer Entities the Centura Companies to their similarly situated officers and employees; provided, that 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 Buyer shall cause the Covered Employees to participate in the applicable Buyer Benefit Plans, the continued participation of the Covered Employees in the Seller Benefit Plans shall be deemed to satisfy the foregoing provisions of this clause (it being understood that participation in Buyer Benefit Plans may commence at different times with respect to each of Buyer Benefit Plans). For purposes of determining eligibility to participate participation and vesting (but not accrual of benefits) under Buyer Benefit Planssuch 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 purposes of determining a Covered Employee’s entitlement 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 paid time off be credited to such Continuing Employees under the applicable Buyer Entity’s paid time off programCentura welfare benefit plans, so as to reduce the service 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 Covered Continuing Employees with a Seller Entity 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 treated 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 service with a Buyer Entity participating expressly provided in such Buyer 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 . To the same extent that such service was formally recognized by Centura has agreed to cause Triangle or the Seller Entities for purposes of a similar benefit plan; providedappropriate Triangle Subsidiary to honor the Contracts as set forth in the preceding sentence (the "Triangle Compensation Contracts"), Centura acknowledges that such recognition of service shall not (i) operate the Merger constitutes a "Change of Control" and "Change in Control" (as applicable) for all purposes pursuant to duplicate any benefits of a Covered Employee with respect to the same period of service or such Triangle Compensation Contracts, and (ii) apply that a "Termination Event" will exist under such Triangle Compensation Contracts throughout the one-year period (or such shorter period as may be provided for purposes of any planin the particular Triangle Compensation Contract) following the Effective Time. Centura shall use all reasonable efforts to identify, program or arrangement (x) under which similarly-situated and offer employment opportunities to, qualified, satisfactorily performing employees of Buyer Entities do not receive credit Triangle or any Triangle Company in vacant positions within the business operations of Centura and the Centura Companies for prior servicewhich such employees are qualified. Centura shall give, (y) that is grandfathered and shall cause each Centura Company to give, priority consideration to all such employees vis-a-vis all individuals other than current employees of Centura 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 planany Centura Company.

Employee Benefits and Contracts. (a) For a period of one year following the Effective Time, except as contemplated by this Agreement, any Buyer Entity WSFS shall, or shall cause the Surviving Corporation to, provide generally to employees who are actively employed by a Seller Beneficial Entity on the Closing Date (“Covered Employees”) while employed by such Buyer Entity WSFS following the Closing Date (i) a base salary or wage rate, as applicable, that is no less than either the base salary or wage rate, as applicable, provided to the Covered 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) target cash bonus opportunities that are no less favorable than the target cash bonus opportunities that are made available to the Covered Employees immediately prior to the Closing Date or, in WSFS’s sole discretion, that are generally made available to similarly situated employees of WSFS and its Subsidiaries and (iii) employee benefits under Buyer WSFS Benefit Plans, on terms and conditions which are, in the aggregate, substantially comparable to those provided by Buyer WSFS Entities to their similarly situated employees; provided, that in no event shall any Covered Employee be eligible to participate in any closed or frozen plan of any Buyer WSFS Entity. Until such time as Buyer WSFS shall cause the Covered Employees to participate in the applicable Buyer WSFS Benefit Plans, the continued participation of the Covered Employees in the Seller Beneficial Benefit Plans shall be deemed to satisfy the foregoing provisions of this clause (it being understood that participation in Buyer WSFS Benefit Plans may commence at different times with respect to each of Buyer WSFS Benefit Plans). For purposes of determining eligibility to participate and vesting under Buyer WSFS Benefit Plans, and for purposes of determining a Covered Employee’s entitlement to paid time off under the applicable Buyer EntityWSFS’s paid time off program, the service of the Covered Employees with a Seller Beneficial Entity prior to the Effective Time shall be treated as service with a Buyer WSFS Entity participating in such Buyer WSFS Benefit Plans, to the same extent that such service was formally recognized by the Seller Beneficial Entities for purposes of a similar 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 or arrangement (x) under which similarly-situated employees of Buyer WSFS Entities do not receive credit for prior 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.

Employee Benefits and Contracts. (a) For a period of one year following Following the Effective Time, except as contemplated by this Agreement, any Buyer Entity shall provide generally to officers and employees (as a group) who are actively employed by a Seller Target Entity on the Closing Date (“Covered Employees”) while employed by such Buyer Entity following the Closing Date employee benefits under Buyer Employee Benefit Plans, on terms and conditions which are, in the aggregate, when taken as a whole are substantially comparable 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 (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, however, that 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 Buyer shall cause the Covered Employees to participate in the applicable Buyer Employee Benefit Plans, the continued participation of the Covered Employees in the Seller Target Benefit Plans shall be deemed to satisfy the foregoing provisions of this clause (it being understood that participation in Buyer Buyer’s Employee Benefit Plans may commence at different times with respect to each of Buyer Buyer’s Employee Benefit Plans). For purposes of determining eligibility to participate participation, vesting and vesting benefit accrual under Buyer Buyer’s Employee Benefit Plans, and for purposes of determining a Covered Employee’s entitlement to paid time off under the applicable Buyer Entity’s paid time off program, the service of the Covered Employees with a Seller Entity prior to the Effective Time shall be treated as service with a Buyer Entity participating in such Buyer Benefit Plansemployee benefit plans, to the same extent that such service was formally recognized by the Seller Target Entities for purposes of a similar 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 or arrangement (x) under which similarly-situated employees of Buyer Entities who receive prior service credit under other Buyer Employee Benefit Plans do not receive credit for prior 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. Buyer agrees that where applicable with respect to any group health care plan maintained by Buyer in which any Covered Employee is eligible to participate, for the plan year in which the Effective Time (or commencement of participation in a plan of a Buyer Entity) occurs, Buyer shall use its reasonable best efforts to provide that any 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.

Employee Benefits and Contracts. (a) For a period of one year following Following the Effective Time, except as contemplated by this Agreement, any Buyer Entity Simmons shall provide generally to officers and employees (as a group) who are actively employed by a Seller Xxxxxxx Entity on the Closing Date (“Covered Employees”) while employed by such Buyer Entity Simmons following the Closing Date employee benefits under Buyer Employee Benefit Plans, on terms and conditions which are, in the aggregate, substantially comparable Plans offered to those provided by Buyer Entities to their similarly situated employeesemployees of Simmons, 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 in no event shall any Covered Employee be eligible to participate in any closed or frozen plan of any Buyer Simmons Entity. Until such time as Buyer Simmons shall cause the Covered Employees to participate in the applicable Buyer Employee Benefit PlansPlans of Simmons, the continued participation of the Covered Employees in the Seller Xxxxxxx Benefit Plans shall be deemed to satisfy the foregoing provisions of this clause (it being understood that participation in Buyer Simmons’ Employee Benefit Plans may commence at different times with respect to each of Buyer Simmons’ Employee Benefit Plans). 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 Buyer Simmons’ Employee Benefit Plans, and for purposes of determining a Covered Employee’s entitlement to paid time off under the applicable Buyer Entity’s Simmons’ paid time off program, the service of the Covered Employees with a Seller Xxxxxxx Entity prior to the Effective Time shall be treated as service with a Buyer Simmons Entity participating in such Buyer Benefit Plansemployee benefit plans, to the same extent that such service was formally recognized by the Seller Xxxxxxx Entities for purposes of a similar 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 or arrangement (x) under which similarly-situated employees of Buyer Simmons Entities do not receive credit for prior 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 addition to the foregoing, (i) each Xxxxxxx employee shall receive credit under any applicable Simmons medical plans for any deductible and out-of-pocket expenses incurred under any Xxxxxxx medical plans if terminated prior to the end of a plan year and (ii) each Xxxxxxx employee will receive credit for any amounts remaining in spending accounts for which they may submit claims until the time provided in the plans, to the extent permitted under applicable law.

Employee Benefits and Contracts. (a) For a period of one year following Following the Effective Time, except as contemplated by this Agreement, any Buyer Entity Purchaser shall provide generally to officers and employees of the Target Entities who are actively employed by a Seller Entity on the Closing Date (“Covered Employees”) while employed by such Buyer Entity following the Closing Date continue employment with Purchaser or any of its Subsidiaries employee benefits under Buyer Benefit Plansbenefits, including compensation, on terms and conditions which arewhich, in the aggregatewhen taken as a whole, are substantially comparable similar to those then currently provided by Buyer Entities Purchaser to their its other similarly situated officers and employees; provided, that 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 Buyer shall cause the Covered Employees to participate in the applicable Buyer Benefit Plans, the continued participation of the Covered Employees in the Seller Benefit Plans shall be deemed to satisfy the foregoing provisions of this clause (it being understood that participation in Buyer Benefit Plans may commence at different times with respect to each of Buyer Benefit Plans). 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 “plan” within the meaning of Section 3(3) of ERISA) and for purposes of determining eligibility to participate and vesting determinations in connection with the provision of any such employee benefits generally, service with the Target Entities prior to the Effective Date shall be counted. All accrued balances in Target’s Short Term Disability Bank as of December 31, 2012 shall transfer and otherwise be made available to each eligible employee of Target pursuant to the terms of Purchaser’s Long-Term Sick Pay policies then in effect, provided that upon a termination of employment, any such eligible employee shall be entitled to receive at least his or her accrued balance under Buyer Benefit PlansTarget’s Short Term Disability Bank as of December 31, 2012, to the extent not used under Purchaser’s Long-Term Sick Pay policies. All 2013 accrued and for purposes of determining a Covered Employee’s entitlement to unused paid time off under the applicable Buyer Entitybalances of Target’s paid time off program, the service employees as of the Covered Employees with Effective Time shall transfer to Purchaser’s Vacation Pay and Personal Pay policies and their applicable accrual schedules then in effect on a Seller pro-rata basis. 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 Target Entity participated immediately prior to the Effective Time (a “Company Health Plan”), Purchaser shall be treated as service with a Buyer Entity participating cause any successor group health plan to waive any underwriting requirements; to give credit for any such employee’s participation in such Buyer Benefit Plans, the Company Health Plan prior to the same extent that such service was formally recognized by the Seller Entities 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 plan year for such a similar benefit plan; providedCompany Health Plan, to give credit towards satisfaction of 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 such recognition of service shall not (i) operate to duplicate any benefits of a Covered Employee with respect Company Health Plan during that plan year prior to the same period 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” (as those terms are defined in Section 4980B of service the Internal Revenue Code) following the Effective Time under either the Target Plan or (ii) apply for purposes any successor group health plan maintained by Purchaser. At the request of Purchaser, the Target Entities will take all appropriate action to terminate, prior to the Effective Time, the Target’s Directors Deferred Compensation Plan and any plan, program or arrangement (x) under which similarly-situated employees of Buyer retirement plan maintained by the Target Entities do not receive credit for prior service, (y) that is grandfathered or frozen, either with respect intended to level be qualified under Section 401(a) of benefits or participation, or (z) for purposes of retiree medical benefits or level of benefits under a defined benefit pension planthe Internal Revenue Code.

Employee Benefits and Contracts. (a) For a period of one year following Following the Effective Time, except as contemplated by this Agreement, any Buyer Entity Xxxxxxx shall provide generally to officers and employees (as a group) who are actively employed by a Seller Southwest Entity on the Closing Date (“Covered Employees”) while employed by such Buyer Entity Xxxxxxx following the Closing Date employee benefits under Buyer Employee Benefit Plans, on terms and conditions which are, in the aggregate, substantially comparable Plans offered to those provided by Buyer Entities to their similarly situated employeesemployees of Xxxxxxx, 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 in no event shall any Covered Employee be eligible to participate in any closed or frozen plan of any Buyer Xxxxxxx Entity. Until such time as Buyer Xxxxxxx shall cause the Covered Employees to participate in the applicable Buyer Xxxxxxx Employee Benefit Plans, the continued participation of the Covered Employees in the Seller Southwest Benefit Plans shall be deemed to satisfy the foregoing provisions of this clause (it being understood that participation in Buyer Xxxxxxx’ Employee Benefit Plans may commence at different times with respect to each of Buyer Xxxxxxx’ Employee Benefit Plans). For purposes of determining eligibility to participate and vesting under Buyer Xxxxxxx’ Employee Benefit Plans, and for purposes of determining a Covered Employee’s entitlement to paid time off under the applicable Buyer Entity’s Xxxxxxx’ paid time off program, the service of the Covered Employees with a Seller Southwest Entity prior to the Effective Time shall be treated as service with a Buyer Xxxxxxx Entity participating in such Buyer Benefit Plansemployee benefit plans, to the same extent that such service was formally recognized by the Seller Southwest Entities for purposes of a similar 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 or arrangement (x) under which similarly-similarly situated employees of Buyer Xxxxxxx Entities do not receive credit for prior 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.

Employee Benefits and Contracts. (a) For a period of one year following Following the Effective Time, except as contemplated by this Agreement, any Buyer Entity Simmons shall provide generally to officers and employees (as a group) who are actively employed by a Seller Reliance Entity on the Closing Date (“Covered Employees”) while employed by such Buyer Entity Simmons following the Closing Date employee benefits under Buyer Employee Benefit Plans, on terms and conditions which are, in the aggregate, substantially comparable Plans offered to those provided by Buyer Entities to their similarly situated employeesemployees of Simmons, 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 in no event shall any Covered Employee be eligible to participate in any closed or frozen plan of any Buyer Simmons Entity. Until such time as Buyer Simmons shall cause the Covered Employees to participate in the applicable Buyer Simmons Employee Benefit Plans, the continued participation of the Covered Employees in the Seller Reliance Benefit Plans shall be deemed to satisfy the foregoing provisions of this clause (it being understood that participation in Buyer Simmons’ Employee Benefit Plans may commence at different times with respect to each of Buyer Simmons’ Employee Benefit Plans). For purposes of determining eligibility to participate and vesting under Buyer Simmons’ Employee Benefit Plans, and for purposes of determining a Covered Employee’s entitlement to paid time off under the applicable Buyer Entity’s Simmons’ paid time off program, the service of the Covered Employees with a Seller Reliance Entity prior to the Effective Time shall be treated as service with a Buyer Simmons Entity participating in such Buyer Benefit Plansemployee benefit plans, to the same extent that such service was formally recognized by the Seller Reliance Entities for purposes of a similar 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 or arrangement (x) under which similarly-situated employees of Buyer Simmons Entities do not receive credit for prior 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.

Employee Benefits and Contracts. (a) For a period of one year following the Effective Time, except as contemplated by this Agreement, any Buyer Entity Xxxxx shall, or shall cause the Surviving Corporation to, provide generally to employees who are actively employed by a Seller FSB Entity on the Closing Date (“Covered Employees”) while employed by such Buyer a Xxxxx Entity following the Closing Date employee benefits under Buyer Xxxxx Benefit Plans, on terms and conditions which are, in the aggregate, substantially comparable to those provided by Buyer Xxxxx Entities to their similarly situated employees; provided, that in no event shall any Covered Employee be eligible to participate in any closed or frozen plan of any Buyer Xxxxx Entity. Until such time as Buyer Xxxxx shall cause the Covered Employees to participate in the applicable Buyer Xxxxx Benefit Plans, the continued participation of the Covered Employees in the Seller FSB Benefit Plans shall be deemed to satisfy the foregoing provisions of this clause (it being understood that participation in Buyer Xxxxx Benefit Plans may commence at different times with respect to each of Buyer Xxxxx Benefit Plans). For purposes of determining eligibility to participate and vesting under Buyer Xxxxx Benefit Plans, and for purposes of determining a Covered Employee’s entitlement to paid time off under the applicable Buyer Entity’s Xxxxx’x paid time off program, the service of the Covered Employees with a Seller FSB Entity prior to the Effective Time shall be treated as service with a Buyer Xxxxx Entity participating in such Buyer Xxxxx Benefit Plans, to the same extent that such service was formally recognized by the Seller FSB Entities for purposes of a similar 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 or arrangement (x) under which similarly-situated employees of Buyer Xxxxx 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 (z) for purposes of retiree medical benefits or level of benefits under a defined benefit pension plan. 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.

Employee Benefits and Contracts. (a) For a period of one year following Following the Effective Time, except as contemplated by this Agreement, any Buyer Entity Simmons shall provide generally to officers and employees (as a group) who are actively employed by a Seller Southwest Entity on the Closing Date (“Covered Employees”) while employed by such Buyer Entity Simmons following the Closing Date employee benefits under Buyer Employee Benefit Plans, on terms and conditions which are, in the aggregate, substantially comparable Plans offered to those provided by Buyer Entities to their similarly situated employeesemployees of Simmons, 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 in no event shall any Covered Employee be eligible to participate in any closed or frozen plan of any Buyer Simmons Entity. Until such time as Buyer Simmons shall cause the Covered Employees to participate in the applicable Buyer Simmons Employee Benefit Plans, the continued participation of the Covered Employees in the Seller Southwest Benefit Plans shall be deemed to satisfy the foregoing provisions of this clause (it being understood that participation in Buyer Simmons’ Employee Benefit Plans may commence at different times with respect to each of Buyer Simmons’ Employee Benefit Plans). For purposes of determining eligibility to participate and vesting under Buyer Simmons’ Employee Benefit Plans, and for purposes of determining a Covered Employee’s entitlement to paid time off under the applicable Buyer Entity’s Simmons’ paid time off program, the service of the Covered Employees with a Seller Southwest Entity prior to the Effective Time shall be treated as service with a Buyer Simmons Entity participating in such Buyer Benefit Plansemployee benefit plans, to the same extent that such service was formally recognized by the Seller Southwest Entities for purposes of a similar 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 or arrangement (x) under which similarly-similarly situated employees of Buyer Simmons Entities do not receive credit for prior 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.

Employee Benefits and Contracts. (a) For a period of one year following Following the Effective Time, Buyer shall cause the Surviving Corporation and its Subsidiaries to continue to provide individuals who were officers and employees of the Target Entities immediately prior to the Effective Time (the "Continuing Employees") with benefits under the Target Benefit Plans (except that Buyer shall have no obligation to provide benefits under stock option or other plans involving the potential issuance of Buyer Common Stock or Target Common Stock other than as contemplated by provided in Section 3.5 of this Agreement, any Buyer Entity shall provide generally to employees who are actively employed by a Seller Entity on the Closing Date (“Covered Employees”) while employed by such Buyer Entity following the Closing Date employee benefits under Buyer Benefit Plansor similar arrangements, on terms and conditions which arewhen taken as a whole are substantially similar to those which are provided to such officers and employees by the Target Entities immediately prior to the Effective Time (with such changes as Buyer may reasonably determine are required by law). Notwithstanding the foregoing, Buyer may, at any time following the Effective Time and in its sole discretion, discontinue providing benefits under any Target Benefit Plan to Continuing Employees, provided that such Continuing Employees shall thereafter receive benefits under Buyer's Employee Benefit Plans (except that Buyer shall have no obligation to -42- provide benefits under stock option or other plans involving the aggregatepotential issuance of Buyer Common Stock other than as provided in Section 3.5 of this Agreement), on terms and conditions which taken as a whole are substantially comparable similar to those provided by the Buyer Entities to their similarly situated officers and employees; provided, that in no . In the event shall any Covered Employee be eligible to the Continuing Employees participate in Buyer's Employee Benefit Plans at any closed or frozen plan time after the Effective Time then, (i) for purposes of any Buyer Entity. Until such time as Buyer shall cause the Covered Employees to participate participation, vesting and (except in the applicable case of Buyer retirement plans) benefit accruals under Buyer's Employee Benefit Plans, including the continued participation Termination Benefits Plan of the Covered Employees in the Seller Benefit Plans shall be deemed to satisfy the foregoing provisions of this clause (it being understood that participation in Buyer Benefit Plans may commence at different times with respect to each of Buyer Benefit Plans). For purposes of determining eligibility to participate and vesting under Buyer Benefit Plans, and for purposes of determining a Covered Employee’s entitlement to paid time off under the applicable Buyer Entity’s paid time off programBuyer, the service of the Covered Continuing Employees with a Seller Entity the Target Entities prior to the Effective Time shall be treated as service with a Buyer Entity participating in such Buyer Employee Benefit Plans; and (ii) except as otherwise provided in the next succeeding sentence, with respect to health, life, welfare and other group benefits, Buyer's Employee Benefit Plans shall waive any eligibility periods, evidence of insurability and pre-existing conditions limitations and shall honor any deductible, co-payment, co-insurance or out-of-pocket expenses paid or incurred for the current plan year by such Continuing Employees, including, with respect to their covered dependents, under the Target Benefit Plans during the period preceding the date of participation in Buyer's Employee Benefit Plans, to as though such amount had been paid in accordance with the same extent that such service was formally recognized by terms and conditions of the Seller Entities for purposes of a similar benefit plan; providedBuyer's Employee Benefit Plans. Notwithstanding the foregoing, 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 Buyer's undertaking set forth in clause (ii) apply of the immediately preceding sentence shall only be applicable to Buyer's Employee Benefit Plans which are fully insured to the extent permitted under the terms of the applicable insurance policy or to the extent approved by the applicable insurance carrier. Buyer also shall 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 8.12 of the Target Disclosure Memorandum to Buyer between any Target Entity and any current or former director, officer, or employee thereof, and all provisions for purposes of any plan, program or arrangement (x) under which similarly-situated employees of Buyer Entities do not receive credit for prior service, (y) that is grandfathered or frozen, either with respect to level of vested benefits or participation, other vested amounts earned or (z) for purposes of retiree medical benefits or level of benefits accrued through the Effective Time under a defined benefit pension planthe Target Benefit Plans.

Employee Benefits and Contracts. (a) For a period PLFC shall cooperate and work with WSFS to help WSFS identify employees of PLFC and its Subsidiaries to whom WSFS may elect to offer employment with WSFS or one year following of its Subsidiaries. With respect to any employee of PLFC or its Subsidiaries who receives an offer of employment from WSFS, PLFC shall assist WSFS with its efforts to enter into an offer letter and any related documents (collectively, the “Offer Letter”) with such employees, the effectiveness of which would be contingent upon the Closing. Following the Effective Time, except as contemplated by this Agreement, any Buyer Entity WSFS shall provide generally to officers and employees (as a group) who are actively employed by a Seller PLFC Entity on the Closing Date (“Covered Employees”) while employed by such Buyer any WSFS Entity following the Closing Date employee benefits under Buyer Employee Benefit Plans, on terms and conditions which are, in the aggregate, substantially when taken as a whole are comparable to those currently provided by Buyer WSFS Entities to their similarly situated officers and employees; provided, that in no event shall any Covered Employee be eligible to participate in any closed or frozen plan of any Buyer WSFS Entity. Until such time as Buyer WSFS shall cause the Covered Employees to participate in the applicable Buyer WSFS Employee Benefit Plans, the continued participation of the Covered Employees in the Seller PLFC Benefit Plans shall be deemed to satisfy the foregoing provisions of this clause (it being understood that participation in Buyer WSFS’s Employee Benefit Plans may commence at different times with respect to each of Buyer WSFS’s Employee Benefit Plans). For purposes of determining eligibility to participate participation, vesting and vesting benefit accrual under Buyer WSFS’s Employee Benefit Plans, and for purposes of determining a Covered Employee’s entitlement to paid time off under the applicable Buyer Entity’s paid time off program, the service of the Covered Employees with a Seller Entity prior to the Effective Time shall be treated as service with a Buyer WSFS Entity participating in such Buyer Benefit Plansemployee benefit plans, to the same extent that such service was formally recognized by the Seller PLFC Entities for purposes of a similar 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 or arrangement (x) under which similarly-situated employees of Buyer Entities do not receive credit for prior service, (y) that is grandfathered or frozen, either with respect to level of benefits or participation, or (zy) for purposes of retiree medical benefits or level of benefits under a defined benefit pension plan. Covered Employees who are employed by any WSFS Entity shall retain their vacation and sick leave accrual under the PLFC 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 Employees referenced herein.

Employee Benefits and Contracts. (a) For All Persons who are employees of SB Entities immediately prior to the Effective Time and whose employment is not terminated, if any, at or prior to the Effective Time (a period “Continuing Employee”) shall, at the Effective Time or the effective time of one year following the Bank Merger, as applicable, become employees of Buyer or Buyer Bank, as applicable. Buyer and Buyer Bank shall honor all SB employment and change of 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, except each Continuing Employee shall be employed on the same terms and conditions as contemplated by this Agreementsimilarly 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 Entity shall provide generally use commercially reasonable efforts to employees who are actively employed 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 Seller Entity on 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 (“Covered Employees”) while employed 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 Buyer notice such that no SB Entity following the Closing Date employee benefits under Buyer shall sponsor or otherwise have any further Liability thereunder in connection with such applicable SB Benefit Plans, on terms and conditions effective as of the date which areimmediately proceeds the Closing Date. Upon such action, participants in the aggregatesuch 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, substantially comparable to those provided 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 Buyer Entities or any of its Subsidiaries as of the Effective Time, and whose employment is terminated by Buyer or any of its Subsidiaries prior to their similarly situated employeesthe 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 shall will the total amount of severance for any Covered single Continuing Employee be eligible less than four (4) weeks of such 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 participate in any closed or frozen plan of any Buyer Entity. Until such time as Buyer shall cause the Covered Employees to participate in the applicable Buyer Benefit Plans, the continued participation of the Covered Employees in the Seller Benefit Plans this Agreement) shall be deemed to satisfy the foregoing provisions a third party or other beneficiary of this clause (it being understood that participation in Buyer Benefit Plans may commence at different times with respect to each of Buyer Benefit Plans). For purposes of determining eligibility to participate and vesting under Buyer Benefit PlansSection 7.9, and for purposes of determining a Covered Employee’s no such Person shall have any right or other entitlement to paid time off under the applicable Buyer Entity’s paid time off programenforce any provision of this Agreement or seek any remedy in connection with this Agreement, the service except as set forth in Section 7.12. No provision of the Covered Employees with a Seller Entity prior to the Effective Time this Agreement constitutes or shall be treated as service with a Buyer Entity participating in such Buyer Benefit Plans, to the same extent that such service was formally recognized by the Seller Entities for purposes of a similar 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 or arrangement (x) under which similarly-situated employees of Buyer Entities do not receive credit for prior 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.be

Employee Benefits and Contracts. (a) For a period of one year following Following the Effective Time, except as contemplated by this Agreement, any Buyer Entity shall provide generally to officers and employees (as a group) who are actively employed by a Seller Target Entity on the Closing Date (“Covered Employees”) while employed by such Buyer Entity following the Closing Date employee benefits under Buyer Employee Benefit Plans, on terms and conditions which are, in the aggregate, substantially comparable Plans offered to those provided by Buyer Entities to their similarly situated employeesemployees of Buyer, 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 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 Buyer shall cause the Covered Employees to participate in the applicable Buyer Employee Benefit Plans, the continued participation of the Covered Employees in the Seller Target Benefit Plans shall be deemed to satisfy the foregoing provisions of this clause (it being understood that participation in Buyer Buyer’s Employee Benefit Plans may commence at different times with respect to each of Buyer Buyer’s Employee Benefit Plans). For purposes of determining eligibility to participate and vesting under Buyer Buyer’s Employee Benefit Plans, and for purposes of determining a Covered Employee’s entitlement to paid time off under the applicable Buyer EntityBuyer’s paid time off program, the service of the Covered Employees with a Seller Target Entity prior to the Effective Time shall be treated as service with a Buyer Entity participating in such Buyer Benefit Plansemployee benefit plans, to the same extent that such service was formally recognized by the Seller Target Entities for purposes of a similar 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 or arrangement (x) under which similarly-situated employees of Buyer Entities do not receive credit for prior 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.